|UNITED STATES                                                   
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|SECURITIES AND EXCHANGE COMMISSION                              
|Washington, D.C. 20549                                          
|                                                                
|Form 10-KSB                                                     
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|[X]                                                             
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|[  ]                                                            
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|Commission File Number 000-31431                                
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|US BIODEFENSE, INC.                                             
|(Name of small business issuer in its charter)                  
|                                                                
|Utah                                                            
|(State or other jurisdiction of incorporation or                
|organization)                                                   
|                                                                
|375 South 6th Ave.                                              
|City of Industry, CA                                            
|(Address of principal executive offices)                        
|                                                                
|Issuers telephone number: (626) 961-0562                       
|                                                                
|Securities Registered Pursuant to Section 12(b) of the Act: NONE
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|Securities Registered Pursuant to Section 12(g) of the Act:     
|                                                                
|COMMON                                                          
|(Title of class)                                                
|                                                                
|(Title of class)                                                

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|Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the  
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|past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
|to such filing requirements for the past 90 days. [X] Yes [ ] No                                                           
|                                                                                                                           
|Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this    
|form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information       
|statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [               
|                                                                                                                           
|The issuer's revenue for its most recent fiscal year was$449,836.                                                          
|                                                                                                                           
|The Companys common stock is listed on the Over-the-Counter Bulletin Board under the stock ticker symbol                  
|UBDE. The aggregate market value of the voting and non-voting common equity held by non-affiliates, based upon           
|the closing price of UBDEs common stock on March 13, 2007, was$270,639.                                                   
|                                                                                                                           
|The number of shares outstanding of each of the issuer's classes of common equity, as of November 30, 2006 was             
|39,059,047.                                                                                                                
|                                                                                                                           
|DOCUMENTS INCORPORATED BY REFERENCE                                                                                        
|                                                                                                                           
|If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-      
|KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2)  
|any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of   
|1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual        
|report to security holders for fiscal year ended December 24, 1990).                                                       
|                                                                                                                           
|Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]                                                  
|                                                                                                                           
|PART I                                                                                                                     
|ITEM 1.                                                                                                                    
|ITEM 2.                                                                                                                    
|ITEM 3.                                                                                                                    
|ITEM 4.                                                                                                                    
|PART II                                                                                                                    
|ITEM 5.                                                                                                                    
|ITEM 6.                                                                                                                    
|FINANCIAL CONDITION                                                                                                        
|ITEM 7.                                                                                                                    
|ITEM 8.                                                                                                                    
|FINANCIAL DISCLOSURE                                                                                                       
|ITEM 8A.      CONTROLS AND PROCEDURES                                                                                      
|ITEM 8B.       OTHER INFORMATION                                                                                           
|PART III                                                                                                                   
|ITEM 9.                                                                                                                    
|WITH SECTION 16(A) OF THE EXCHANGE ACT                                                                                     
|ITEM 10.                                                                                                                   
|ITEM 11.                                                                                                                   
|ITEM 12.                                                                                                                   
|ITEM 13.                                                                                                                   
|ITEM 14.                                                                                                                   
|SIGNATURES                                                                                                                 

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|FORWARD LOOKING STATEMENTS                                                                                                
|--------------------------------------------------------------------------------------------------------------------------
|                                                                                                                          
|This Annual Report contains forward-looking statements about our business, financial condition and prospects              
|that reflect our managements assumptions and beliefs based on information currently available. We can give no            
|assurance that the expectations indicated by such forward-looking statements will be realized. If any of our              
|assumptions should prove incorrect, or if any of the risks and uncertainties underlying such expectations should          
|materialize, US Biodefense, Inc.s actual results may differ materially from those indicated by the forward-looking       
|statements.                                                                                                               
|                                                                                                                          
|The key factors that are not within our control and that may have a direct bearing on operating results include,          
|but are not limited to, acceptance of our services, our ability to expand its customer base, managements ability to raise
|capital in the future, the retention of key employees and changes in the regulation of our industry.                      
|                                                                                                                          
|There may be other risks and circumstances that management may be unable to predict. When used in this                    
|Report, words such as,"believes," "expects," "intends," "plans," "anticipates," "estimates"and similar expressions        
|are intended to identify and qualify forward-looking statements, although there may be certain forward-looking            
|statements not accompanied by such expressions.                                                                           
|                                                                                                                          
|PART I                                                                                                                    
|                                                                                                                          
|ITEM 1. BUSINESS.                                                                                                         
|                                                                                                                          
|Business Development                                                                                                      
|                                                                                                                          
|We were incorporated in the State of Utah on June 29, 1983, under the name Teal Eye, Inc. We merged with                  
|Terzon Corporation and changed our name to Terzon Corporation in 1984. We subsequently changed our name to                
|Candy Stripers Candy Corporation. We were engaged in the business of manufacturing and selling candy and gift items       
|to hospital gift shops across the country. We were traded Over-the-Counter Bulletin Board for several years. In 1986      
|we ceased the candy manufacturing operations and filed for Chapter 11 Bankruptcy protection. After emerging from          
|Bankruptcy in 1993, we remained dormant until January 1998, when we changed our name to Piedmont, Inc. On May             
|13, 2003, we filed an amendment to our Articles of Incorporation to change our name from Piedmont, Inc. to US             
|Biodefense, Inc.                                                                                                          
|                                                                                                                          
|On August 7, 2006, we completed the acquisition of Emergency Disaster Systems, Inc., a California                         
|corporation incorporated on July 19, 2006. EDS is engaged in the business of disaster mitigation and emergency            
|preparedness. We purchased a 100% interest in EDS for an aggregate of $25,000 in cash. The EDS system,                    
|encompassing CERT bags, containers and cabinets was initially designed and originated by Charles Wright in 1989 to        
|provide earthquake preparedness supplies to communities in California. EDS currently serves Emergency Medical             
|Services and mass casualty rapid response systems, as well as local communities, government agencies and Fortune 500      
|companies with innovative emergency preparedness technology, systems and services. Charles Wright, with his 18            
|years of experience, currently serves as Vice President and Director of Emergency Disaster Systems, Inc., which is a      
|wholly-owned subsidiary of US Biodefense.                                                                                 
|                                                                                                                          
|Business of Issuer                                                                                                        
|                                                                                                                          
|Principal Products and Principal Markets                                                                                  
|                                                                                                                          
|We plan to evaluate the economic potential of new biological technologies as we discover them. We are not in              
|the business of researching and developing such technologies ourselves. US Biodefense plans to license intellectual       
|property from researchers or organizations to evaluate its commercial feasibility. We plan to develop relationships with  
|universities and private entities to utilize research facilities and manpower to appraise the marketability of the        
|technologies. In the event a technology is found to have viable commercial applications, we will seek third-parties to    
|manufacture items for sale to government and corporate customers. We will rely on marketing, distribution and co-         
|promotion agreements for the dissemination of the items produced.                                                         
|                                                                                                                          
|During the year ended November 30, 2006, we impaired various licenses related to our stem cell research                   
|operations. This impairment was due to the resignation of our stem cell research department head and our inability to     
|engage a replacement. As a result, we do not intend to continue to pursue stem cell research initiatives. However, we     
|do intend to continue to evaluate additional biological research programs for the possibility of commercialization.       

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|Our primary source of revenues is derived from our emergency disaster preparedness subsidiary, Emergency                
|------------------------------------------------------------------------------------------------------------------------
|Disaster Systems, Inc., which we acquired in August 2006. EDS provides mitigation services, emergency preparedness,     
|and first response products to communities, government agencies, corporations and healthcare organizations. The basic   
|kits contain a three day supply of food and water rations, in addition to first aid, lighting, hygiene and personal care
|items and can be scaled for individual use or for a family. EDS also sells a stand-alone emergency radio siren product. 
|We believe these items help mitigate a persons vulnerability to disasters such as fires, floods and earthquakes.       
|                                                                                                                        
|Distribution Methods of Our Products                                                                                    
|                                                                                                                        
|We primarily use a direct sales approach to sell our products. Sales personnel are in direct contact with               
|existing customers to encourage recurring purchases. To attract new customers, we primarily rely upon word-of-mouth     
|referrals, as well as conduct, support or attend community outreach events to generate awareness of our brand and       
|product offerings. In addition to our direct sales efforts, we have established a website at www.EDisasterSystems.com   
|as an e-commerce website for consumers to purchase our disaster preparedness products.                                  
|                                                                                                                        
|Competitive Business Conditions and the Issuers Competitive Position                                                   
|                                                                                                                        
|Our business is highly competitive. We have a large number of competitors, all of which have been                       
|established longer and have substantially greater financial resources and larger technical staffs. We also compete with 
|specialized entities that are able to concentrate their resources on particular areas.                                  
|                                                                                                                        
|We compete on the basis of technical expertise, management and marketing abilities and price. Our continued             
|success is dependent upon our ability to hire and retain highly qualified scientists, engineers, technicians, management
|and professional personnel who will provide superior service and performance on a cost-effective basis.                 
|                                                                                                                        
|Dependence on one or a few major customers                                                                              
|                                                                                                                        
|Sales to Toyota, a major customer totaled $114,784 for the year ended November 30, 2006, representing 25.5%             
|of total sales and 35% of sales of tangible products. Sales to Kaiser Permanente, a major customer totaled $48,583,     
|representing 10.8% of total sales and 14.8% of sales of tangible products. Emergency Disaster Systems also              
|participated in a fundraiser with KABC Radio Station with sales of $124,754 for the year ended November 30, 2006,       
|representing 27.7% of total sales and 38% of sales of tangible products.                                                
|                                                                                                                        
|Need for Government Approval                                                                                            
|                                                                                                                        
|As part of our strategy, we will be dependent upon contracts from U.S. government agencies. All U.S.                    
|government contracts and subcontracts may be modified, curtailed or terminated at the convenience of the government     
|if program requirements or budgetary constraints change. If a contract is terminated for convenience, we will be        
|generally reimbursed for our allowable costs, as determined by the government through the date of termination and will  
|be paid a proportionate amount of the stipulated profit or fee attributable to the work actually performed. Contract and
|program modifications, curtailments or terminations may have a material adverse effect on our operations.               
|                                                                                                                        
|In addition, the U.S. government may terminate a contract for default. A termination could have a significant           
|adverse impact on our business and reputation. If a contract is terminated for default, we may be unable to recover     
|amounts billed or billable under the contract and may be liable for other costs and damages.                            
|                                                                                                                        
|Effect of existing or probable government regulations                                                                   
|                                                                                                                        
|The terrorist attacks of September through November 2001 in the United States changed political and                     
|budgetary attitudes towards bioterrorism threats. We believe that the U.S. government has recognized that it must       
|provide incentives for private industry to develop and manufacture biodefense products. On October 1, 2003, Congress    
|passed the Department of Homeland Security Appropriations Act, 2004 which includes $5.6 billion over a 10-year          
|period for the purchase of medical countermeasures against bioterrorist attacks. The HSAA allows up to $885 million     
|of this to be spent in fiscal year 2004 and a maximum of $3.4 billion through fiscal year 2008. These purchases are     
|expected to commence in the governments 2004 fiscal year, which began on October 1, 2003.                              
|                                                                                                                        
|In January 2003, President Bush announced Project BioShield with the intention of accelerating the availability         
|of effective countermeasures against bioterrorism. If passed, Project BioShield would increase the NIHs authorities    
|and flexibility to facilitate the development of new products for biodefense, establish a U.S. Food and Drug            
|Administration (FDA) emergency use authorization and provide an efficient mechanism for biodefense vaccine            

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|purchase. In July 2003, the U.S. House of Representatives passed the Project BioShield legislation by a vote of 421-to-  
|-------------------------------------------------------------------------------------------------------------------------
|2. The legislation is pending approval in the U.S. Senate.                                                               
|                                                                                                                         
|The technology we are evaluating, if deemed commercially viable, will be subject to federal regulation in the            
|United States, principally by the FDA under the Federal Food, Drug, and Cosmetic Act, and by state and local             
|governments, as well as regulatory and other authorities in foreign governments. Such regulations govern or influence,   
|among other things, the testing, manufacture, safety and efficacy requirements, labeling, storage, record keeping,       
|licensing, advertising, promotion, distribution and export of products, manufacturing and the manufacturing process. In  
|many foreign countries, such regulations also govern coverage and the prices charged for products under their            
|respective national social security systems. The potential resultant products we seek to bring to market will be         
|considered biological drug products. Biologics are subject to rigorous regulation by the FDA in the United States and    
|similar regulatory bodies in other countries. This process is lengthy and we will not be able generate revenues in the   
|event any potential biologic application is denied.                                                                      
|                                                                                                                         
|Amount spent during each of the last two fiscal years on research and development                                        
|                                                                                                                         
|We do not conduct research and development activities in-house. We contract with third-party laboratories                
|and research facilities to conduct a significantly all of our research and development activities. As a result, we have  
|incurred a total of $95,296 in research and development related expenses over the past two fiscal years.                 
|                                                                                                                         
|Employees                                                                                                                
|                                                                                                                         
|We currently employ a total of 9 full- and 4 part-time employees. We believe that the addition of employees is           
|not required over the next 12 months.                                                                                    
|                                                                                                                         
|Reports to Security Holders                                                                                              
|                                                                                                                         
|Annual Reports                                                                                                           
|                                                                                                                         
|We intend to furnish our shareholders with audited annual financial reports certified by our independent                 
|registered public accountants, and may, in our discretion, furnish unaudited quarterly financial reports.                
|                                                                                                                         
|Periodic Reports with the SEC                                                                                            
|                                                                                                                         
|We are a reporting issuer with the Securities and Exchange Commission. We file annual reports on Form 10-                
|KSB, quarterly reports on Form 10-QSB, current reports on Form 8-K and amendments to these reports filed or              
|furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended as required to maintain  
|the fully reporting status.                                                                                              
|                                                                                                                         
|Availability of Filings                                                                                                  
|                                                                                                                         
|You may read and copy any materials we file with the SEC at the SEC's Public Reference Room at 100 F                     
|Street, N.E., Washington, D.C. 20002. You may obtain information on the operation of the Public Reference Room by        
|calling the SEC at 1-800-SEC-0330. Our SEC filings will be available on the SEC Internet site, located at                
|http://www.sec.gov.                                                                                                      
|                                                                                                                         
|Risk Factors                                                                                                             
|                                                                                                                         
|We may not be able to attain profitability without additional funding, which may be unavailable.                         
|                                                                                                                         
|We have limited capital resources. To date, we have funded our operations from the sale of equity securities             
|and have generated limited cash from operations. Unless we begin to generate sufficient recurring revenues to finance    
|operations as a going concern, we may experience liquidity and solvency problems. Such liquidity and solvency            
|problems may force us to go out of business if additional financing is not available. No alternative sources of funds are
|available to us in the event we are unable to locate adequate capital.                                                   

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|Our independent registered public accountants have qualified their report to express substantial doubt about our           
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|companys ability to continue as a going concern.                                                                          
|                                                                                                                           
|                                                                                                                           
|fact into account, our independent registered public accountants have expressed substantial doubt about our ability to     
|continue as a going concern in their report to the financial statements included in this annual report. If our business    
|fails, you may face a complete loss of your investment.                                                                    
|                                                                                                                           
|We do not have any facilities appropriate for clinical testing, we lack significant manufacturing experience and we        
|have very limited sales and marketing personnel. We are currently dependent upon our acquiring licenses or others          
|for several of these functions and will likely remain dependent upon others for these functions.                           
|                                                                                                                           
|                                                                                                                           
|time, we have very limited sales and marketing personnel. In the course of our development program, we will likely be      
|required to enter into additional arrangements with other companies or universities or clinical investigators for our      
|animal testing, human clinical testing, manufacturing, and sales and marketing activities. If we are unable to retain third
|parties for these purposes on acceptable terms, we may be unable to successfully develop, manufacture and market our       
|proposed products. Our dependence on third parties for the development, manufacture, sale and marketing of our             
|products also may adversely affect our profit margins.                                                                     
|                                                                                                                           
|Product development efforts may not yield marketable products due to results of studies or trials, failure to achieve      
|regulatory approvals or market acceptance, proprietary rights of others or manufacturing issues.                           
|                                                                                                                           
|                                                                                                                           
|regulatory approval to market new biopharmaceutical products. We expect that a significant portion of the technology       
|that we will evaluate will involve new and unproven technologies. Our potential products may appear to be promising        
|at various stages of development yet fail to reach the market for a number of reasons, including the:                      
|                                                                                                                           
|1.                                                                                                                         
|                                                                                                                           
|                                                                                                                           
|2.                                                                                                                         
|                                                                                                                           
|3.                                                                                                                         
|                                                                                                                           
|4.                                                                                                                         
|                                                                                                                           
|                                                                                                                           
|We will be significantly dependent upon contracts with the U.S. government. If we are unable to obtain contracts to        
|supply the U.S. government, we may not be able to continue our business.                                                   
|                                                                                                                           
|                                                                                                                           
|contract.  Moreover, the award of one government contract does not necessarily secure the award of future contracts        
|covering the same vaccine. We cannot be certain that we will be awarded any future contracts with the U.S.                 
|government. We currently have no products to sell. However, upon commencement of our operations, of which we               
|cannot assure you, if we are unable to obtain contract awards to supply our products to the U.S. government, our           
|business will be harmed and it is unlikely that we will be able to ultimately commercialize any particular vaccine.        
|                                                                                                                           
|Political or social factors may delay or impair our ability to market vaccine products.                                    
|                                                                                                                           
|                                                                                                                           
|changing political and social environments. The political and social responses to bioterrorism have been highly charged    
|and unpredictable. Political or social pressures may delay or cause resistance to bringing our products to market or limit 
|pricing of our products, which would harm our business.                                                                    

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|Because of competitive pressures from competitors with more resources we may fail to implement our business model         
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|profitably.                                                                                                               
|                                                                                                                          
|We are entering a highly competitive market segment. Our expected competitors include several larger and                  
|more established companies in the biodefense and pharmaceutical industries. Generally, our actual and potential           
|competitors have substantially greater capital resources, larger research and development staffs and facilities, greater  
|experience in drug development and in obtaining regulatory approvals, and greater marketing capabilities than we do.      
|Our competitors include fully integrated pharmaceutical companies and biotechnology companies that currently have         
|drug and target discovery efforts, as well as universities and public and private research institutions. Our commercial   
|opportunities will be reduced or eliminated if our competitors develop and market products that we target. Researchers    
|are continually learning more about diseases, which may lead to new technologies for treatment. Our competitors may       
|succeed in developing and marketing products either that are more effective than those that we may develop, alone or      
|with our collaborators, or that are marketed before any products we develop are marketed.                                 
|                                                                                                                          
|Failure to hire and retain key management employees could adversely affect our ability to obtain financing, develop       
|our products, conduct clinical trials or execute our business strategy.                                                   
|                                                                                                                          
|We are highly dependent on our senior management. These individuals have played a critical role in raising                
|capital and negotiating business development opportunities. If we lose the services of any key members of senior          
|management and we are unable to recruit qualified replacements where we deem it necessary, we may be unable to            
|achieve our business objectives.                                                                                          
|                                                                                                                          
|Our management is involved with other business activities, which could reduce the time they allocate to our               
|operations.                                                                                                               
|                                                                                                                          
|Our operations depend substantially on the skills and experience of Mr. David Chin, our President. Mr. Chin is            
|involved in other business activities and may, in the future, become involved in other business opportunities. If a       
|specific business opportunity becomes available, one or more of these individuals may face a conflict in selecting        
|between US Biodefense and his other business interests. We have not formulated a policy for the resolution of such        
|conflicts.                                                                                                                
|                                                                                                                          
|Our stock is a speculative investment that may result in losses to investors.                                             
|                                                                                                                          
|The trading price of our common stock is subject to wide fluctuations in response to various events or factors,           
|many of which are beyond our control. In addition, the stock market may experience extreme price and volume               
|fluctuations, which, without a direct relationship to the operating performance, may affect the market price of our stock.
|                                                                                                                          
|ITEM 2. DESCRIPTION OF PROPERTY                                                                                           
|                                                                                                                          
|Description of Property                                                                                                   
|                                                                                                                          
|US Biodefense, Inc. has its headquarters in California. We lease an approximately 6,912 square foot office and            
|warehouse space located at 375 South 6thAvenue, City of Industry, CA 91746 at a rate of $6,290 per month. This lease      
|expires in April 2009. There are currently no proposed programs for the renovation, improvement or development of         
|the facilities we currently use. We believe that this arrangement is suitable given the nature of our current operations, 
|and also believe that we will not need to lease additional administrative offices for at least the next 12 months.        
|                                                                                                                          
|Investment Policies                                                                                                       
|                                                                                                                          
|Our management does not currently have policies regarding the acquisition or sale of real estate assets                   
|primarily for possible capital gain or primarily for income. We do not presently hold any investments or interests in real
|estate, investments in real estate mortgages or securities of or interests in persons primarily engaged in real estate    
|activities.                                                                                                               
|                                                                                                                          
|ITEM 3. LEGAL PROCEEDINGS                                                                                                 
|                                                                                                                          
|No Director, officer, significant employee or consultant of US Biodefense, Inc. has been convicted in a                   
|criminal proceeding, exclusive of traffic violations.                                                                     
|                                                                                                                          
|No Director, officer, significant employee or consultant of US Biodefense, Inc. has been permanently or                   

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|temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or
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|banking activities.                                                                                                  
|                                                                                                                     
|No Director, officer, significant employee or consultant of US Biodefense, Inc. has been convicted of violating      
|a federal or state securities or commodities law.                                                                    
|                                                                                                                     
|We are not a party to any pending legal proceedings.                                                                 
|                                                                                                                     
|ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                                          
|                                                                                                                     
|None.                                                                                                                
|                                                                                                                     
|PART II                                                                                                              
|                                                                                                                     
|ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                                                     
|                                                                                                                     
|Market information                                                                                                   
|                                                                                                                     
|The Companys common stock is currently traded on the Over-the-Counter Bulletin Board under the stock                
|ticker symbol UBDE. The following table sets forth the monthly high and low prices for the Company's common        
|stock on the OTCBB®for each quarter of the last two fiscal years:                                                    
|                                                                                                                     
|Quarter Ended                                                                                                        
|                                                                                                                     
|November 30, 2006                                                                                                    
|August 31, 2006                                                                                                      
|May 31, 2006                                                                                                         
|February 28, 2006                                                                                                    
|                                                                                                                     
|November 30, 2005                                                                                                    
|August 31, 2005                                                                                                      
|May 31, 2005                                                                                                         
|February 28, 2005                                                                                                    
|                                                                                                                     
|OTCBB®quotations of the Companys Common Stock reflect inter-dealer prices, without retail mark-ups,                 
|markdowns or commissions, and may not necessarily represent actual transactions.                                     
|                                                                                                                     
|Shares Available Under Rule 144                                                                                      
|                                                                                                                     
|As of November 30, 2006, there were 29,292,119 shares of common stock that are considered restricted                 
|securities under Rule 144 of the Securities Act of 1933. Of the 29,292,119 restricted shares issued and outstanding, 
|27,292,119 shares are held by David Chin, an affiliate, as that term is defined in Rule 144(a)(1).                   
|                                                                                                                     
|In general, under Rule 144 as amended, a person who has beneficially owned and held "restricted"                     
|securities for at least one year, including "affiliates," may sell publicly without registration under the Securities
|Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares        
|that do not exceed the greater of (i) one percent of the common stock then outstanding or, (ii) the average weekly   
|trading volume in the common stock during the four calendar weeks preceding such sale. A person who is not deemed    
|an "affiliate" of our Company and who has beneficially owned shares for at least two years would be entitled to      
|unlimited resales of such restricted securities under Rule 144 without regard to the volume and other limitations    
|described above.                                                                                                     
|                                                                                                                     
|Holders                                                                                                              
|                                                                                                                     
|As of the date of this prospectus, we have approximately 39,059,047 shares of $0.001 par value common stock          
|issued and outstanding held by approximately 170 shareholders of record.                                             

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|Dividends                                                                                                                     |  |                                                                                                                  |  |                      |  |                     
|----------------------------------------------------------------------------------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------- |  | -------------------- |  | --------------------
|                                                                                                                             
|                                                                                                                              |  | We have never declared or paid any cash dividends on our common stock. For the foreseeable future, we           
|intend to retain any earnings to finance the development and expansion of our business, and we do not anticipate paying      
|any cash dividends on its common stock. Any future determination to pay dividends will be at the discretion of the           
|Board of Directors and will be dependent upon then existing conditions, including our financial condition and results of     
|operations, capital requirements, contractual restrictions, business prospects, and other factors that the board of directors
|considers relevant.                                                                                                           |  |                                                                                                                  |  |                      |  |                     
|                                                                                                                             
|Securities Authorized for Issuance Under Equity Compensation Plans                                                            |  |                                                                                                                 
|                                                                                                                             
|                                                                                                                              |  | The following table provides the following information as of November 30, 2006, for equity compensation         
|plans previously approved by security holders, as well as those not previously approved by security holders:                 
|                                                                                                                             
|1.                                                                                                                            |  | The number of securities to be issued upon the exercise of outstanding options, warrants and rights;            
|                                                                                                                             
|2.                                                                                                                            |  | The weighted-average exercise price of the outstanding options, warrants and rights; and                        
|                                                                                                                             
|3.                                                                                                                            |  | Other than securities to be issued upon the exercise of the outstanding options, warrants and rights, the number
|                                                                                                                              |  | of securities remaining available for future issuance under the plan.                                            |  |                     
|                                                                                                                             
|Number of                                                                                                                    
|Securities to be                                                                                                             
|                                                                                                                              |  |                                                                                                                  |  | issued upon          |  | Weighted average    
|                                                                                                                              |  |                                                                                                                  |  | exercise of          |  | exercise price of   
|                                                                                                                              |  |                                                                                                                  |  | outstanding options, |  | outstanding options,
|                                                                                                                              |  | Plan Category                                                                                                    |  | warrants and rights  |  | warrants and rights 
|                                                                                                                              |  |                                                                                                                  |  | (a)                  |  | (b)                 
|Equity  compensation plans approved by                                                                                        |  | -                                                                                                                |  | -                    |  | -                   
|security holders                                                                                                              |  |                                                                                                                  |  |                      |  |                     
|                                                                                                                             
|Equity compensation plans not approved by                                                                                     |  | 10,000,000                                                                                                       |  | $0.04                |  | 3,245,000           
|security holders                                                                                                              |  |                                                                                                                  |  |                      |  |                     
|                                                                                                                             
|Total                                                                                                                         |  |                                                                                                                  |  | 10,000,000           |  | $0.04               
|                                                                                                                             
|ITEM 6. MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND                                                    
|FINANCIAL CONDITION                                                                                                           |  |                                                                                                                  |  |                      |  |                     
|                                                                                                                             
|Overview                                                                                                                      |  |                                                                                                                  |  |                      |  |                     
|                                                                                                                             
|                                                                                                                              |  | We were incorporated in the State of Utah on June 29, 1983, under the name Teal Eye, Inc. We merged with        
|Terzon Corporation and changed our name to Terzon Corporation in 1984. We subsequently changed our name to                   
|Candy Stripers Candy Corporation. We were engaged in the business of manufacturing and selling candy and gift items          
|to hospital gift shops across the country. We were traded Over-the-Counter Bulletin Board for several years. In 1986         
|we ceased the candy manufacturing operations and filed for Chapter 11 Bankruptcy protection. After emerging from             
|Bankruptcy in 1993, we remained dormant until January 1998, when we changed our name to Piedmont, Inc. On May                
|13, 2003, we filed an amendment to our Articles of Incorporation to change our name from Piedmont, Inc. to US                
|Biodefense, Inc. We are a registered government contractor with the Department of Defense Logistics Agency that is           
|focused on designing and developing homeland security and biodefense products.                                                |  |                                                                                                                 
|                                                                                                                             
|                                                                                                                              |  | On August 7, 2006, we completed the acquisition of Emergency Disaster Systems, Inc., a California               
|corporation incorporated on July 19, 2006. EDS is engaged in the business of disaster mitigation and emergency               
|preparedness. We purchased a 100% interest in EDS for an aggregate of $25,000 in cash. The EDS system,                       
|encompassing CERT bags, containers and cabinets was initially designed and originated by Charles Wright in 1989 to           
|provide earthquake preparedness supplies to communities in California. EDS currently serves Emergency Medical                
|Services and mass casualty rapid response systems, as well as local communities, government agencies and Fortune 500         
|companies with innovative emergency preparedness technology, systems and services. Charles Wright, with his 18               
|years of experience, currently serves as Vice President and Director of Emergency Disaster Systems, Inc., which is a         
|wholly-owned subsidiary of US Biodefense.                                                                                     |  |                                                                                                                  |  |                      |  |                     

---

|Results of Operations                                                                                                   
|------------------------------------------------------------------------------------------------------------------------
|                                                                                                                        
|Revenues                                                                                                                
|                                                                                                                        
|Our revenues are derived primarily from three sources: sales of tangible products, services and related parties.        
|Sales of tangible products are attributable solely to Emergency Disaster Systems, Inc., our wholly-owned subsidiary that
|we acquired on August 7, 2006. Revenue from services is derived from the recognition of deferred revenues from stock    
|received in advance for services to be performed by us to Diamond I. Finally, revenue from related parties is solely    
|from our October 15, 2005 contract with Financialnewsusa.com, a related party, to provide biodefense-related industry   
|news and information to them in exchange for $40,000, for which we were paid in advance the entire balance of the       
|contract.                                                                                                               
|                                                                                                                        
|During the fiscal year ended November 30, 2006, we generated aggregate revenues of $449,836, compared to                
|total revenues of $159,166 during the year ago period ended November 30, 2005. This 183% increase, or $290,670, is      
|materially attributable to the acquisition of EDS in the third quarter of 2006, which contributed $328,169 in revenues  
|from sales of tangible products during the year ended November 30, 2006, as opposed to $0 in the year ago period        
|ended November 30, 2005.                                                                                                
|                                                                                                                        
|Revenues from services realized during the year ended November 30, 2006 were $50,000, all of which is                   
|related to our arrangement to identify technology commercialization opportunities for Diamond I to research             
|universities, government laboratories and third member private parties. In the prior year ended November 30, 2005,      
|revenues from services amounted to $25,000, all of which was also due to our agreement with Diamond I. The increase     
|in revenues from services compared year-over-year can be ascribed to the recognition of revenues over a twelve month    
|period in 2006 and for only a six month period in the year ended November 30, 2005.                                     
|                                                                                                                        
|For the year ended November 30, 2006, $71,667 in revenues has been recognized from our agreement with                   
|Financialnewsusa.com, a related party, to which we provided biodefense-related industry news and information to         
|Financialnewsusa.com. During the year ended November 30, 2005, we generated $134,166 in revenues from related           
|parties. The substantial decrease of $62,499, or approximately 46.6%, is believed to be due to softening market demand  
|for biodefense-related news and information.                                                                            
|                                                                                                                        
|Gross Profit                                                                                                            
|                                                                                                                        
|In association with sales of tangible products related specifically to our EDS operations, we incurred cost of          
|goods sold in the amount of $135,738 during the year ended November 30, 2006. This amount represents a margin of        
|approximately 41.4% on sales of tangible products, and a gross margin of 30.2% on total revenues. After factoring cost  
|of goods sold, our gross profit was $314,098 during the year ended November 30, 2006. In the year ago period ended      
|November 30, 2005, we did not incur any cost of goods sold, as we did not sell any tangible items. Resultantly, our     
|gross profit for the year ended November 30, 2005, was $159,166.                                                        
|                                                                                                                        
|Expenses                                                                                                                
|                                                                                                                        
|Total expenses for the year ended November 30, 2006 were $537,443. In the comparable year ago period                    
|ended November 30, 2005, we incurred total expenses of $195,572. Aggregate expenses increased approximately             
|175%, or $341,871, due primarily to our incurring expenses during the year ended November 30, 2006 not previously       
|incurred in the year ended November 30, 2005. These expenses include general and administrative expenses paid to        
|related parties, stock issued for consulting services and impairment of assets.                                         
|                                                                                                                        
|We paid related parties a total of $3,500 during the year ended November 30, 2006 for miscellaneous                     
|expenses, such as professional fees, expense reimbursements and other general costs. In the prior period ended          
|November 30, 2005, we did not incur any related party expenses.                                                         
|                                                                                                                        
|Another expenditure that we did not have in the prior year ended November 30, 2005 that we recognized in the            
|most recent year ended November 30, 2006 is stock issued for consulting services, which totaled $270,200. This          
|expense resulted from our issuing an aggregate of 6,755,000 shares of our common stock at prices per shares of $0.04 at 
|various times during the fiscal year ended November 30, 2006. We did not issue any stock for consulting services        
|during the year ago period 2005.                                                                                        

---

|During the year ended November 30, 2006, we impaired $22,500 of assets related to our intellectual property              
|-------------------------------------------------------------------------------------------------------------------------
|licenses. As of August 31, 2006, we determined that the value of the licenses had become impaired since we were no       
|longer pursuing stem cell research. This determination was based on the resignation of the head of our stem cell         
|research department and the inability to locate a replacement at an economically feasible compensation package.          
|Further to this decreased pursuit of stem cell research, our research and development costs have decreased substantially 
|by $63,125, or 66%, to $32,171 in the year ended November 30, 2006 from $95,296 during the year ended November           
|30, 2005.                                                                                                                
|                                                                                                                         
|In addition to the rise of expenses not previous incurred, general and administrative expenses increased 108%            
|year over year from $100,276 in 2005 to $209,072 in 2006. Or management believes the rise in these expenditures are      
|correlated with our increased business activities and ongoing pursuit of our business objectives. General and            
|administrative expenses mainly consist of office expenditures such as postage and delivery fees, supplies and other      
|similar miscellaneous items. We expect to continue to incur general and administrative expenses for the foreseeable      
|future, although we cannot estimate the extent of these costs.                                                           
|                                                                                                                         
|We expect to continue to incur expenditures in the foreseeable future related to ongoing research and                    
|development and the expansion of our business operations. As we continue to pursue research and development efforts,     
|we expect expenses to stabilize over the next several years. Unfortunately, we cannot accurately estimate the extent or  
|impact of ongoing expenses.                                                                                              
|                                                                                                                         
|Losses                                                                                                                   
|                                                                                                                         
|Our loss before accounting for income taxes totaled $223,345 for the year ended November 30, 2006,                       
|compared to a loss before income taxes of $36,406 in the prior period ended November 30, 2005. After the recovery of     
|income taxes in the amount of $9,596 in the year ended November 30, 2006, our net loss from operations totaled           
|$213,749. In the prior year ended November 30, 2005, we paid $9,596 in income taxes, thus our net loss for that period   
|was $46,002. This represents a widening deficit of 365%, or $167,747, in a year-to-year comparison. Although we          
|anticipate incurring ongoing operating losses, we expect these losses to narrow in year-to-year comparison as we         
|generate increased revenues and as expenses begin to plateau over the next several years. However, we cannot             
|guarantee the accuracy of our expectations.                                                                              
|                                                                                                                         
|Liquidity And Capital Resources                                                                                          
|                                                                                                                         
|We have limited cash on hand, and may be unable to continue operations for the next at least 12 months if we             
|are unable to generate revenues or obtain capital infusions by issuing equity or debt securities in exchange for cash. If
|we are unable to obtain capital through issuances of equity or debt, David Chin, a shareholder and President of our      
|company, has verbally agreed to loan us cash, which shall bear no interest and be due upon demand. Through               
|November 30, 2006, David Chin loaned us a total of $4,313 to pay for general and administrative expenses. The loan       
|bears no interest and is due upon demand. As of November 30, 2005, the amount owed was $1,812. The full balance          
|due was subsequently paid during the year ended November 30, 2006. We have no formal written agreement with Mr.          
|Chin for any further loans, and we cannot guarantee you that we will be able to enforce our verbal agreement.            
|Notwithstanding this, there can be no assurance that we will be able to secure additional funds in the future to stay in 
|business. Our principal accountants have expressed substantial doubt about our ability to continue as a going concern    
|because we have limited operations.                                                                                      
|                                                                                                                         
|There are no known trends, events or uncertainties that have had or that are reasonably expected to have a               
|material impact on our revenues from continuing operations.                                                              
|                                                                                                                         
|Our management does not anticipate the need to hire additional full- or part- time employees over the next 12            
|months, as the services provided by our officers and directors appear sufficient at this time. We believe that our       
|operations are currently on a small scale that is manageable by a few individuals. While we believe that the addition of 
|employees is not required over the next 12 months, we intend to hire independent contractors to perform research         
|activities and market any potential products and services we may develop.                                                
|                                                                                                                         
|We do not have any off-balance sheet arrangements.                                                                       
|                                                                                                                         
|We currently do not own any significant plant or equipment that we would seek to sell in the near future.                
|                                                                                                                         
|We have not paid for expenses on behalf of any of our directors. Additionally, we believe that this fact shall           
|not materially change.                                                                                                   

---

|ITEM 7. FINANCIAL STATEMENTS                                                                    |  |     
|----------------------------------------------------------------------------------------------- |  | ----
|                                                                                               
|The following documents (pages F-1 to F-13) form part of the report on the Financial Statements
|                                                                                               
|                                                                                                |  | PAGE
|                                                                                               
|Independent Auditors Report                                                                    |  | F-1 
|Consolidated Balance Sheet                                                                      |  | F-2 
|Consolidated Statements of Operations                                                           |  | F-3 
|Consolidated Statement of Comprehensive Income                                                  |  | F-4 
|Consolidated Statement of Stockholders Equity (Deficit)                                        |  | F-5 
|Consolidated Statement of Cash Flows                                                            |  | F-6 
|Notes to Financial Statements                                                                   |  | F-7 

---

|Gruber & Company, LLC                                                                                                    
|-------------------------------------------------------------------------------------------------------------------------
|                                                                                                                         
|REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM                                                                  
|                                                                                                                         
|                                                                                                                         
|TO THE BOARD OF DIRECTORS AND STOCKHOLDERS OF                                                                            
|US BIODEFENSE, INC.                                                                                                      
|                                                                                                                         
|I have audited the accompanying consolidated balance sheets of US Biodefense, Inc. as of November 30, 2006 and 2005      
|and the related consolidated statements of operations, comprehensive income, stockholders' equity (deficit), cash flows, 
|and comprehensive income for the years then ended. These financial statements are the responsibility of the Companys    
|management. My responsibility is to express an opinion on these financial statements based on my audit.                  
|                                                                                                                         
|I conducted my audits in accordance with standards of the Public Company Accounting Oversight Board (United              
|States). Those standards require that I plan and perform the audits to obtain reasonable assurance about whether the     
|financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence           
|supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting      
|principles used and significant estimates made by management, as well as evaluating the overall financial statement      
|presentation. I believe that my audits provide a reasonable basis for my opinion.                                        
|                                                                                                                         
|In my opinion, the financial statements referred to above present fairly, in all material respects, the consolidated     
|financial position of US Biodefense, Inc. as of November 30, 2006 and 2005 and the consolidated results of its           
|operations and its cash flows for the years then ended in conformity with U.S. generally accepted accounting principles. 
|                                                                                                                         
|The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a       
|going concern. As discussed in Note 1 to the accompanying financial statements, the Company has no established           
|source of revenue, which raises substantial doubt about its ability to continue as a going concern. Management's plan in 
|regard to these matters is also discussed in Note 1. These financial statements do not include any adjustments that might
|result from the outcome of this uncertainty.                                                                             
|                                                                                                                         
|                                                                                                                         
|                                                                                                                         
|Gruber & Company, LLC                                                                                                    
|                                                                                                                         
|                                                                                                                         
|St. Louis, Missouri                                                                                                      
|February 21, 2007                                                                                                        
|                                                                                                                         
|F-1                                                                                                                      

---

|US Biodefense, Inc. and Subsidiaries                      
|----------------------------------------------------------
|Balance Sheet                                             
|                                                          
|ASSETS                                                    
|                                                          
|Current assets                                            
|Cash and cash equivalents                                 
|Marketable securities available for sale                  
|Accounts receivable, net of allowance of $20,000          
|Inventory                                                 
|Prepaid expenses                                          
|                                                          
|Total current assets                                      
|                                                          
|Property and equipment, net of accumulated depreciation of
|$59 and $-0- at November 30, 2006 and 2005                
|Customer list                                             
|Licenses                                                  
|Deposits                                                  
|                                                          
|Total assets                                              
|                                                          
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)            
|                                                          
|Current liabilities                                       
|Bank overdraft                                            
|Accounts payable and accrued expenses                     
|Due to related parties                                    
|Accrued income taxes                                      
|Deferred revenues                                         
|                                                          
|Total current liabilities                                 
|                                                          
|Deferred taxes                                            
|                                                          
|Total liabilities                                         
|                                                          
|Stockholders equity:                                     
|Common stock 100,000,000 shares authorized, $.001         
|par value, 39,059,047 and 30,304,047 shares issued        
|and outstanding                                           
|Additional paid in capital                                
|Other comprehensive income (deficit)                      
|Accumulated deficit                                       
|                                                          
|Total stockholders equity (deficit)                      
|                                                          
|Total liabilities and stockholders equity (deficit)      
|                                                          
|See accompanying notes to financial statements            
|                                                          
|F-2                                                       

---

|US Biodefense, Inc. and Subsidiaries          
|----------------------------------------------
|Statements of Operations                      
|For the years ended November 30, 2006 and 2005
|                                              
|                                              
|                                              
|Revenues                                      
|                                              
|Revenues from sales of tangible products      
|Revenues from services                        
|Revenues  Related parties                    
|                                              
|Total revenues                                
|                                              
|Cost of tangible products sold                
|                                              
|                                              
|Expenses                                      
|Research and development expenses             
|General and administrative expenses           
|General and administrative expenses          
|Related party                                 
|Stock issued for consulting services          
|Impairment of assets                          
|                                              
|Total expenses                                
|                                              
|Net income (loss)                             
|                                              
|Income taxes                                  
|                                              
|                                              
|Weighted average number of shares             
|outstanding                                   
|Basic and diluted net income (loss)           
|per common share                              
|See accompanying notes to financial statements
|F-3                                           

---

|US Biodefense, Inc. and Subsidiaries                   
|-------------------------------------------------------
|Consolidated Statement of Comprehensive Income         
|For the years ended November 30, 2006 and 2005         
|Net loss                                               
|                                                       
|Unrealized income (loss) on securities held for resale,
|net of (inclusive of) income tax of $19,150            
|                                                       
|Total comprehensive income                             
|See accompanying notes to financial statements         
|F-4                                                    

---

|US Biodefense, Inc. and Subsidiaries           
|-----------------------------------------------
|Consolidated Statements of Stockholders Equity
|For the years ended November 30, 2006 and 2005 
|                                               
|                                               
|                                               
|                                               
|                                               
|Balance, November 30, 2003                     
|                                               
|Net loss for the year ended                    
|November 30, 2004                              
|                                               
|Balance, November 30, 2004                     
|                                               
|Three for one stock split                      
|                                               
|Change in unrealized gain on                   
|available for sale securities,                 
|net of tax effects of $19,150                  
|                                               
|Net loss for the year ended                    
|November 30, 2005                              
|                                               
|Balance November 30, 2004                      
|                                               
|See accompanying notes to financial statements.
|F-5                                            

---

|US Biodefense, Inc.                                                    
|-----------------------------------------------------------------------
|Consolidated Statement of Cash Flows                                   
|For the years ended November 30, 2005 and 2004                         
|                                                                       
|                                                                       
|                                                                       
|Cash flows from operating activities:                                  
|Net income (loss)                                                      
|Adjustments to reconcile net loss to net cash used in                  
|operating activities:                                                  
|Consulting services paid by receipt of stock                           
|Changes in operating assets and liabilities:                           
|Prepaid services  Related party                                       
|Prepaid expenses                                                       
|Accounts payable                                                       
|Bank overdraft                                                         
|Deferred revenues                                                      
|Accrued income taxes                                                   
|Notes payable  Related party                                          
|                                                                       
|Net cash used by operating activities                                  
|                                                                       
|Cash flows from financing activities:                                  
|Payment on long-term debt  Related parties                            
|Additional loans from related parties                                  
|Total cash flow from financing activities                              
|                                                                       
|Cash flows from investing activities:                                  
|Acquisition of licenses                                                
|Increase in deposits                                                   
|                                                                       
|Total cash flows from investing activities                             
|                                                                       
|Increase in cash and cash equivalents                                  
|                                                                       
|Cash and cash equivalents, beginning of year                           
|                                                                       
|Cash and cash equivalents, end of year                                 
|                                                                       
|Income taxes paid                                                      
|Interest expense paid                                                  
|                                                                       
|Supplemental schedule of noncash investing and financing activities:   
|                                                                       
|The Company acquired marketable equity securities with a fair          
|market value of $150,000 in exchange for consulting services.          
|In conjunction with the acquisition, the Company acquired the following
|liabilities:                                                           
|                                                                       
|Deferred income                                                        
|Other comprehensive income to represent the increase in                
|fair value of this marketable equity security                          
|                                                                       
|                                                                       
|                                                                       
|See accompanying notes to financial statements.                        
|F-6                                                                    

---

|US Biodefense, Inc.                                                                                  
|-----------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                        
|                                                                                                     
|Note 1 - Background and Summary of Significant Accounting Policies                                   
|                                                                                                     
|Background                                                                                           
|                                                                                                     
|US Biodefense , Inc. (the "Company"), a Utah corporation is headquartered in the City of             
|Industry, California. The Company is a registered government contractor with the Department          
|of Defense Logistics Agency. The Company is focused on designing and developing                      
|homeland security and biodefense products, and stem cell research.                                   
|                                                                                                     
|The Company was originally incorporated under the name Teal Eye, Inc. in the state of                
|Utah on June 29, 1983. The Company then merged with Terzon Corp. and amended its                     
|Articles of Incorporation to change the name to Terzon Corp. On September 7, 1984,                   
|the Company amended its articles of incorporation changing its name to Candy Stripers                
|Corporation, Inc. On January 6, 1998, the Company amended its Articles of Incorporation              
|changing its name to Piedmont, Inc. On May 31, 2003, the Company amended its                         
|articles of Incorporation and changed its name to US Biodefense, Inc.                                
|                                                                                                     
|The accompanying financial statements for the six months ended May 31, 2006, include the             
|accounts of the Company and its wholly-owned subsidiary Stem Cell Research Institute, Inc.           
|All significant intercompany transactions and balances have been eliminated.                         
|                                                                                                     
|Basis of Presentation                                                                                
|                                                                                                     
|The accompanying financial statements have been prepared in conformity with accounting               
|principles generally accepted in the United States of America, which contemplate continuation        
|of the Company as a going concern. The Company incurred a net loss for the twelve months ended       
|November 30, 2006 of $213,749 and at November 30, 2006, had an accumulated deficit                   
|of $4,055,105. In addition, the Company generates minimal revenue from its operations.               
|These conditions raise substantial doubt as to the Company's ability to continue as a growing        
|concern. These financial statements do not include any adjustments that might result from            
|the outcome of this uncertainty. These financial statements do not include any adjustments           
|relating to the recoverability and classification of recorded asset amounts, or amounts and          
|classification of recorded asset amounts, or amounts and classification of liabilities that might    
|be necessary should the Company be unable to continue as a going concern.                            
|                                                                                                     
|Management plans to take the following steps that it believes will be sufficient to provide the      
|Company with the ability to continue in existence.                                                   
|                                                                                                     
|Management intends to raise financing through the issuance of its common stock or other means        
|and interests that it deems necessary, with a view to moving forward with the development of the     
|emergency preparedness, homeland security and biodefense products.                                   
|                                                                                                     
|Use of Estimates                                                                                     
|                                                                                                     
|The preparation of financial statements in conformity with accounting principles generally accepted  
|in the United States of America requires management to make estimates and assumptions that           
|affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at
|the date of the financial statements, and the reported amounts of revenues and expenses during       
|the reporting period. Actual results could differ from those estimates.                              
|F7                                                                                                   

---

|US Biodefense, Inc.                                                                                         
|------------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                               
|                                                                                                            
|Fair Value of Financial Instruments                                                                         
|                                                                                                            
|For certain of the Company's financial instruments, including cash and cash equivalents, prepaid            
|expenses, accounts payable and deferred revenues, the carrying amounts approximate fair value               
|due to their short maturities.                                                                              
|                                                                                                            
|Revenue Recognition                                                                                         
|                                                                                                            
|The Company recognizes revenue from the sale of products, and from the performance of services to both      
|related and non-related parties. The Company recognizes revenue from the sale of products on the gross      
|amount charged basis. Under this method of recording the sale of products, the cost of goods sold           
|reflects the cost of the goods sold to the customer plus the Company's cost of executing the transaction.   
|the Company has chosen this method since it takes ownership of the products that it purchases for           
|resale and assumes the risks and rewards of ownership of the goods.                                         
|                                                                                                            
|For sale of products, revenue is generally recognized when persuasive evidence of an arrangement exists,    
|delivery has occurred, the contract price is fixed or determinable, title and risk of loss has passed to the
|customer and collection is reasonably assured. The Company's sales are typically not subject to rights      
|of return and, historically, sales returns have not been significant.                                       
|                                                                                                            
|Revenues from services are recognized upon provision of services to the customer. Unearned service          
|revenue is deferred and recognized ratably over the duration of the service term.                           
|                                                                                                            
|Accounts receivable of the Company are reviewed to determine if their carrying value has become             
|impaired. The Company considers the assets to be impaired if the balances are greater than six months       
|old management regularly reviews accounts receivable and will establish an allowance for potentially        
|uncollectible amounts when appropriate. When accounts are written off, they will be charged against the     
|allowance. Receivables are not collateralized and do not bear interest.                                     
|                                                                                                            
|Concentration of Credit Risk                                                                                
|                                                                                                            
|Financial instruments which subject the Company to concentrations of credit risk include cash               
|and cash equivalents.                                                                                       
|                                                                                                            
|The Company maintains its cash in well-known banks selected based upon management's                         
|assessment of the bank's financial stability. Balances may periodically exceed the $100,000                 
|federal depository insurance limit; however, the Company has not experienced any losses on                  
|deposits. The Company extends credit based on an evaluation of the customer's financial condition,          
|generally without collateral. Exposure to losses on receivables is principally dependent on each            
|customer's financial condition. The Company monitors its exposure for credit losses and maintains           
|allowances for anticipated losses, as required.                                                             
|                                                                                                            
|Cash Equivalents                                                                                            
|                                                                                                            
|For purposes of reporting cash flows, the Company considers all short-term investments with an              
|original maturity of three months or less to be cash equivalent.                                            
|                                                                                                            
|F8                                                                                                          

---

|US Biodefense, Inc.                                                                                       
|----------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                             
|                                                                                                          
|Inventory                                                                                                 
|                                                                                                          
|Inventory is stated at the lower of cost or market. Inventory consists of purchased items held for resale.
|Inventory will be monitored by Company management for excess and obsolete items, and will make            
|the necessary valuation adjustment when required.                                                         
|                                                                                                          
|Fixed Assets                                                                                              
|                                                                                                          
|Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on   
|the straight-line method over the estimated useful lives of the assets, which is generally 3 to 10 years. 
|The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property          
|betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost     
|and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other     
|income (expense).                                                                                         
|                                                                                                          
|The Company will periodically evaluate whether events and circumstances have occurred that may            
|warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed  
|assets should be evaluated for possible impairment. We use an estimate of the related undiscounted        
|cash flows over the remaining life of the fixed assets in measuring their recoverability.                 
|                                                                                                          
|Comprehensive Income                                                                                      
|                                                                                                          
|Statement of Financial Accounting Standards (SFAS) No. 130, "Reporting Comprehensive                      
|Income," establishes standards for the reporting and display of comprehensive income and its              
|components in the financial statements. For the years ended November 30, 2005, the Company                
|has items that represent other comprehensive income, and accordingly, has included a schedule             
|of comprehensive income in the financial statements.                                                      
|                                                                                                          
|Advertising Costs                                                                                         
|                                                                                                          
|Advertising costs are expensed as incurred. Advertising costs totaled $399 and $-0- for the years         
|ended November 30, 2006 and 2005.                                                                         
|                                                                                                          
|Shipping and Handling                                                                                     
|                                                                                                          
|Costs incurred by the Company for shipping and handling are included in costs of revenues.                
|                                                                                                          
|Income Taxes                                                                                              
|                                                                                                          
|The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes." Under                
|the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized            
|for the future tax consequences attributable to differences between the financial statements              
|carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax          
|assets and liabilities are measured using enacted tax rates expected to apply to taxable income           
|in the years in which those temporary differences are expected to be recovered or settled.                
|                                                                                                          
|F9                                                                                                        

---

|US Biodefense, Inc.                                                                                    
|-------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                          
|                                                                                                       
|Loss per Share                                                                                         
|                                                                                                       
|In accordance with SFAS No. 128, "Earnings Per Share," the basic income / (loss) per common            
|share is computed by dividing net income / (loss) available to common stockholders by the              
|weighted average number of common shares outstanding. Diluted income per common share is               
|computed similar to basic income per share except that the denominator is increased to include         
|the number of additional common shares that would have been outstanding if the potential common        
|shares had been issued and if the additional common shares were dilutive. As of November 30,           
|2006 and 2005, the Company does not have any equity or debt instruments outstanding that can be        
|converted into common stock.                                                                           
|                                                                                                       
|Stock-Based Compensation                                                                               
|                                                                                                       
|Effective January 1, 2006, the Company prospectively adopted FAS 123 R , Stock -Based Payments,        
|and related Securities and Exchange Commission rules included in Staff Accounting Bulletin No. 107.    
|Under this method, compensation cost recognized beginning January 1, 2006 will include costs related to
|all share-based payments granted subsequent to December 31, 2005 based on the grant-date fair value    
|estimated in accordance with the provisions of FAS 123 R. Compensation cost for stock options granted  
|to employees is recognized ratably over the vesting period.                                            
|                                                                                                       
|                                                                                                       
|Prior to January 1, 2006, the Company measured compensation cost for stock-based employeee             
|compensation plans using the intrinsic value method of accounting as prescribed in Accounting          
|Principles Board Opinion No. 25, Accounting for Stock Issued to Employees, and related interpretations.
|For non-employee stock based compensations, the Company recognizes expense in accordance with          
|FAS 123 and values the equity securities based on the fair value of the security on the date of grant. 
|                                                                                                       
|Recent Accounting Pronouncements                                                                       
|                                                                                                       
|In December 2004, the FASB issued SFAS No. 123 (revised 2004), "Share-Based Payment"                   
|("SFAS 123R"). SFAS 123R will provide investors and other users of financial statements with           
|more compete and neutral financial information by requiring that the compensation costs relating to    
|share-based payment transactions be recognized in financial statements. That cost will be              
|measured based on the fair value of the equity or liability instruments issued SFAS 123R covers        
|a wide range of share-based compensation arrangements including share options, restricted              
|share plans, performance-based awards, share appreciation rights and employee share purchase           
|plans. SFAS 123R replaces SFAS No. 123, "Accounting for Stock-Based Compensation", and                 
|supercedes APB Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS 123, as                
|originally issued in 1995, established as preferable a fair-value-based method of accounting for       
|share-based payment transactions with employees. However, that statement permitted entities            
|the option of continuing to apply the guidance in Opinion 25, as long as the footnotes to financial    
|statements disclosed what net income would have been had the preferable fair-value based method        
|been used. Public entities (other than those filing as small business issuers) will be required to     
|apply SFAS 123R as of the first interim or annual reporting period that begins after June 15, 2005.    
|The Company has evaluated the impact of the adoption of SFAS 123R and does not believe the             
|impact will be significant to the Company's overall results of operations or financial position.       
|                                                                                                       
|F10                                                                                                    

---

|US Biodefense, Inc.                                                                                      
|---------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                            
|                                                                                                         
|In March, 2005, the SEC issued guidance on FASB SFAS 123R,"Share-Based Payments"("SFAS                   
|No. 123R"). Staff Accounting Bulletin No. 107 ("SAB 107") was issued to assist preparers by simpli-      
|fying some of the implementation challenges of SFAS No. 123R while enhancing the information             
|that investors receive. SAB 107 creates a framework that is premised on two themes: (a) consider-        
|able judgment will be required by preparers to successfully implement SFAS no. 123R, specifically        
|when valuing employee stock options; and (b) reasonable individuals, acting in good faith, may           
|conclude differently on the fair value of employee stock options. Key topics covered by SAB 107          
|include (a) valuation models - SAB 107 reinforces the flexibility allowed by SFAS No. 123R to            
|choose an option-pricing model that meets the standard's fair value measurement objective; (b)           
|expected volatility - SAB 107 provides guidance on when it would be appropriate to rely exclusively      
|on either historical or implied volatility; and ( c) expected term - the new guidance includes examples  
|and some simplified approaches to determining the expected term under certain circumstances.             
|The Company will apply the principles of SAAB 107 in conjunction with its adoption of SOFAS No.          
|123R.                                                                                                    
|                                                                                                         
|In June, 2005, the Emerging Issues Task Force (EAT) issued No. 05-06,"Determining the Abort-             
|inaction Period of Leasehold Improvements Acquired in a Business Combination"(EAT No. 05-06).            
|EAT No. 05-06 provides that the amortization period for leasehold improvements acquired in a             
|business combination or purchased after the inception of a lease to be the shorter of (a) the useful     
|life of the assets or (b) a term that includes required lease periods and renewals that are reason-      
|ably assured upon the acquisition of the purchase. The guidance in EAT No. 05-06 will be applied         
|prospectively and is effective for periods beginning afar June 29, 2005. The Company does not            
|believe its adoption will have a material impact on its consolidated results of operations or            
|financial position.                                                                                      
|                                                                                                         
|In June, 2005, the Financial Accounting Standards Board ('FASB") issued SFAS No. 154,Account-            
|ing Changes and Error Corrections - a replacement of APB No. 20 and FAS No. 3" ("SFAS No. 154").         
|SFAS No. 154 provides guidance on the accounting for and reporting of accounting changes and             
|error corrections. It establishes, unless impracticable, retrospective application as the required       
|method for reporting a change in accounting principle in the absence of explicit transition require-     
|mints specify to the newly adopted accounting principle. SFAS No. 154 also provides guidance             
|for determining whether retrospective application of a change in a accounting principle is impractical-  
|able. The correction of an error in previously issued financial statements is not an accounting          
|change. However, the reporting of an error correction involves adjustments to previously issued          
|financial statements similar to those generally applicable to reporting an accounting change retro-      
|spectively. Therefore, the reporting of a correction of an error by restating previously issued financial
|is also addressed by SFAS No. 154. SFAS No. 154 is required to be adopted in fiscal years                
|beginning after December 15, 2005. The Company does not believe its adoption in fiscal year 2007         
|will have a material impact on its results of operations or financial position.                          
|                                                                                                         
|In February, 2006, the Financial Accounting Standards Board (the "FASB") issued Statement of             
|Financial Accounting Standards No. 155, "Accounting for Certain Hybrid Instruments" (SFAS 155),          
|which amends SFAS 133, "Accounting for Derivative Instruments and Hedging Activities," and               
|SFAS 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishment of              
|Liabilities." SFAS 155 allows financial instruments that have embedded derivatives to be accounted       
|for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to  
|account for the whole instrument on a fair value basis. SFAS 155 also clarifies and amends certain       
|other provisions of SFAS 133 and SFAS 140. This statement is effective for all financial instruments     
|acquired or issued in the fiscal years beginning after September 15, 2006. The Company does not          
|expect its adoption of this new standard to have a material impact on the Company's financial            
|position, results of operations or cash flows.                                                           
|F11                                                                                                      

---

|US Biodefense, Inc.                                                                                         
|------------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                               
|                                                                                                            
|In March, 2006, the FASB issued SFAS No. 156 "Accounting for Servicing of Financial Assets -                
|an amendment of FASB Statement No. 140" ("SFAS 156"). This statement was issued to simplify                 
|the accounting for servicing assets and liabilities, such as those common with mortgage securitization      
|activities. The statement addresses the recognition and measurement of separately recognized servicing      
|assets and liabilities and provides an approach to simplify hedge-like (offset) accounting. SFAS 156        
|clarifies when an obligation to service financial assets should be separately recognized (as servicing      
|asset or liability), requires initial measurement at fair value and permits an entity to select either the  
|Amortization Method of the Fair Value Method. This statement is effective for fiscal years beginning        
|after September 15, 2006. The Company does not expect it adoption of this new standard to have a            
|material impact on the Company's financial position, results of operations or cash flows.                   
|                                                                                                            
|In July, 2006, the FASB issued interpretation No. 48, "Accounting for Uncertainity in Income Taxes",        
|("FIN 48"), which is effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the     
|accounting for uncertainity in income taxes recognized in the financial statements in accordance with       
|FASB Statement No. 109, "Accounting for Income Taxes." This interpretation prescribes a                     
|comprehensive model for how a company should recognize, measure, present, and disclose in its               
|financial statements uncertain tax positions that the company has taken or expects to take on a tax         
|return. The Company does not expect that the implementation of FIN 48 will have a material impact           
|on its financial position, results of operations or cash flows.                                             
|                                                                                                            
|In September, 2006, the FASB issued SFAS No. 157, "Fair Value Measurements," which defines                  
|fair value, establishes a framework for measuring fair value in generally accepted accounting               
|principles, and expands disclosures about fair value measurements. SFAS 157 is effective in fiscal          
|years beginning after November 15, 2007. Management is currently evaluating the impact that the             
|adoption of this statement will have on the Company's consolidated financial statements.                    
|                                                                                                            
|In September, 2006, the FASB issued SFAS No. 158 "Employers' Accounting for Defined Pension and             
|Other Postretirement Plans." This Statement requires recognition of the funded status of a single-          
|employer defined benefit postretirement plan as an asset or liability in its statement of financial         
|position. Funded status is determined as the difference between the fair value of plan assets and the       
|benefit obligation. Changes in that funded status should be recognized in other comprehensive income.       
|This recognition provision and the related disclosures are effective as of the end of the fiscal year ending
|after December 15, 2006. The Statement also requires the measurement of plan assets and benefit             
|obligations as of the date of the fiscal year-end statement of financial position. This measurement         
|provision is effective for fiscal years ending after December 15, 2008. The Company does not expect         
|its adoption of this new standard to have a material impact on the Company's financial position, results    
|of operations or cash flows.                                                                                
|                                                                                                            
|On September 13, 2006 the Securities and Exchange Commission ("Sec") issued Staff Accounting                
|Bulletin No. 108 ("SAB 108") which provides interpretive guidance on how the effects of the carryover       
|or reversal of prior year misstatements should be considered in quantifying a current year misstatement.    
|SAB 108 is effective for fiscal years ending after November 15, 2006. The Company does not expect           
|this pronouncement to have a material impact on the Company's financial statements.                         
|                                                                                                            
|F12                                                                                                         

---

|US Biodefense, Inc.                                                                                      
|---------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                            
|                                                                                                         
|Note 2 - Marketable Securities Available For Sale                                                        
|                                                                                                         
|On May 11, 2005, the Company entered into an agreement with a Partner. The Company will assist           
|the Partner in identifying opportunities for commercialization of their listed technologies, while main- 
|taining the confidentiality of the Partner.                                                              
|                                                                                                         
|As compensation for providing these services, the Partner gave the Company 5,000,000 shares of           
|Section 144 stock which is restricted from sale for twelve months from date of issue, May 11, 2005.      
|The agreement is for a period of twenty four months.                                                     
|                                                                                                         
|The Company recorded the stock at the value of the services to be provided which is estimated to be      
|$100,000. The Company recorded revenue for the six month period from May through November,               
|2005 in the amount of $25,000, and $50,000 for the year ended November 30, 2006. The                     
|balance of $25,000 is included as deferred revenues on the balance sheet.                                
|                                                                                                         
|The Company has adopted SFAS 130 as required by the Financial Accounting Standards Board.                
|SFAS 130 requires that securities that are available for sale be presented at market value on the        
|balance sheet date. Unrealized gains and losses are recognized as a separate component of                
|stockholders' equity. The specific identification method is used in calculating realized gains and       
|losses. SFAS 30 also requires a statement of comprehensive income which adjusts net income               
|for the unrealized activity. At November 30, 2005, the fair market value of common equity securities     
|with a cost of $100,000 was $73,000. The unrealized loss of $27,000, is included as a                    
|component of other comprehensive income.                                                                 
|                                                                                                         
|Note 3 - Licenses                                                                                        
|                                                                                                         
|The Company has agreed to exercise options to license stem cell technology through the University        
|of British Columbia under two option agreements.                                                         
|                                                                                                         
|Having passed the initial validation phase, the Company is working toward a full licensing relation-     
|ship and will begin pre-clinical analysis of how the cell line can be utilized. The Company is           
|considering investigating the stem cells applications in combating ALS and Parkinson's disease.          
|                                                                                                         
|The licenses are for periods of ten to twenty years. The Company will review the licenses at least       
|annually. When necessary, we record changes for impairments of long-lived assets for the amount          
|by which the present value of future cash flows, or some other fair value measure, is less than the      
|carrying value of the respective asset.                                                                  
|                                                                                                         
|As of August 31, 2006, the Company management determined that the value of the licenses had become       
|impaired since the Company was no longer pursuing stem cell research. This determination was based       
|on the resignation of the head of the Company's stem cell research department and the inability to locate
|a replacement at an economically feasible compensation package. The resignation was effective during     
|the Company's third quarter.                                                                             
|                                                                                                         
|A reconciliation of the license assets to the amount deemed as impaired is as follows:                   
|                                                                                                         
|Balance, August 31, 2006                                                                                 
|Additions                                                                                                
|License balance due, but cancelled                                                                       
|                                                                                                         
|                                                                                                         
|F13                                                                                                      

---

|US Biodefense, Inc.                                                                                      
|---------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                            
|                                                                                                         
|The Company had accrued expenditures related to the stem cell technology licenses in the amount of       
|$79,167. These expenditures related to the second stage of licensing, after the initial evaluation phase.
|Since the Company in no longer pursuing stem cell research, the second stage will not be undertaken,     
|and the related liabilities have been recorded as forgiveness of debt, and is included as a reduction of 
|total expenses on the Company's Statement of Operations.                                                 
|                                                                                                         
|Note 4 - Deferred Revenues (Including Related Parties)                                                   
|                                                                                                         
|On May 1, 2004, the Company entered into an agreement with Financialnewsusa.com, Inc., to                
|develop content for its' Biodefense Industry News. Financialnewsusa.com, Inc. is a                       
|related party due to a common officer and director.                                                      
|                                                                                                         
|Note 5 - Comprehensive income                                                                            
|                                                                                                         
|Accounting principles generally require that recognized revenues, expenses, gains and losses be          
|included in net income. Although certain changes in assets and liabilities, such as unrealized gains     
|and losses on available for sale securities are reported as a separate component of the equity section   
|of the balance sheet, such items, along with net income, are components of comprehensive income.         
|                                                                                                         
|The components of other comprehensive income and related tax effects for the year ended November 30,     
|2006 are unrealized holding loss on available for sale securities in the amount of $27,000.              
|                                                                                                         
|Note 6 - Income Taxes                                                                                    
|                                                                                                         
|The income tax provision reflected in the statement of operations consists of the following components   
|for the year ended November 30, 2006:                                                                    
|                                                                                                         
|Current income taxes payable:                                                                            
|Federal                                                                                                  
|State                                                                                                    
|                                                                                                         
|                                                                                                         
|The items accounting for the difference between income taxes computed at the federal                     
|statutory rate and the provision for income taxes as follows:                                            
|                                                                                                         
|                                                                                                         
|Income tax at federal rate                                                                               
|State tax, net of federal effect                                                                         
|Net operating loss deduction                                                                             
|                                                                                                         
|                                                                                                         
|                                                                                                         
|F14                                                                                                      

---

|US Biodefense, Inc.                                                                                   
|------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                         
|                                                                                                      
|Note 7 - Earnings per share                                                                           
|                                                                                                      
|Basic earnings per share are calculated by dividing net income by the weighted average number         
|of common shares outstanding during the period.                                                       
|                                                                                                      
|Note 8  Related parties and Concentrations                                                           
|                                                                                                      
|Sales to Toyota, a major customer totaled $114,784.45 for the year ended November 30, 2006,           
|representing 36.8% of total sales. Sales to Kaiser Permanente, a major customer totaled $48,582.82,   
|representing 36.8% of total sales. Emergency Disaster Systems also participated in a fundraiser with  
|KABC Radio Station with sales of $124,754.00 for the year ended November 30, 2006, representing 40%   
|of total sales.                                                                                       
|                                                                                                      
|Note 9 - Acquisition                                                                                  
|                                                                                                      
|On August 7, 2006, the Company acquired 100% of the outstanding stock of Emergency Disaster           
|Systems, Inc. (EDS) a retailer of emergency disaster equipment. EDS was incorporated on July 17,      
|2006, by its majority stockholder who had been in the disaster prepardness industry for over seventeen
|years experience. The Company paid $25,000 in cash for the stock. The Company has recorded the        
|transaction as follows:                                                                               
|                                                                                                      
|Inventory                                                                                             
|Customer list                                                                                         
|                                                                                                      
|                                                                                                      
|Note 10 - Common Stock Transactions                                                                   
|                                                                                                      
|During the year ended November 30, 2006, the Company issued 2,000,000 shares of common stock          
|and received proceeds of $200,000.                                                                    
|                                                                                                      
|During the year ended November 30, 2006, the Company issued 6,755,000 shares of common stock          
|to two entities as consulting fees totaling $270,200. The shares were issued as follows:              
|                                                                                                      
|                                                                                                      
|                                                                                                      
|Date Issued                                                                                           
|                                                                                                      
|June 8, 2006                                                                                          
|June 20, 2006                                                                                         
|June 29, 2006                                                                                         
|July 5, 2006                                                                                          
|July 12, 2006                                                                                         
|July 24, 2006                                                                                         
|July 25, 2006                                                                                         
|August 1, 2006                                                                                        
|August 31, 2006                                                                                       
|                                                                                                      
|                                                                                                      
|F15                                                                                                   

---

|US Biodefense, Inc.                                                                                      
|---------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                            
|                                                                                                         
|The Company applies the provisions of EITF 96-18, "Accounting for Equity Instruments that are issued to  
|Other Than Employees for Acquiring , or in conjunction with Selling Goods or Services" (EITF 96-18) for  
|our non-employee stock-based awards. Under EITF 96-18, the measurement date at which the fair value      
|of the stock-based award is measured is equal to the earlier of (1) the date at which a commitment for   
|performance by the counterparty to earn the equity instrument is reached or (2) the date at which the    
|counterparty's performance is complete. We recognize stock-based compensation expense for the fair       
|value of the vested portion of the non-employee awards in our statements of operations. For the three    
|months period ended August 31, 2006, the performance commitment date was July 18, 2006.                  
|                                                                                                         
|Note 11 - Restatement of Consolidated Financial Statements                                               
|                                                                                                         
|The Company is amending it's quarterly report on Form 10Q for the quarter ended August 31, 2006 to       
|restate it's condensed consolidated financial statements for the three month and nine month periods      
|ended August 31, 2006 and the related disclosures.                                                       
|                                                                                                         
|In December 31, 2006, the Company discovered that there were errors in the accounting records of         
|Emergency Disaster Systems, Inc., the subsidiary that was acquired on August 7, 2006. The Company        
|has corrected the accounting errors, and has inititated internal control procedures to make certain that 
|the types of errors that went undetected previously would be detected and corrected prior to the issuance
|of financial statements.                                                                                 
|                                                                                                         
|The Company is restating the aforementioned financial statements to correct the accounting errors. The   
|restatement impact through August 31, 2006 of these errors are summarized in the table below:            
|                                                                                                         
|                                                                                                         
|F16                                                                                                      

---

|US Biodefense, Inc.                                                                                  
|-----------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                        
|                                                                                                     
|The following table summarizes the specific balance sheet accounts as reported and as affected by the
|restatement as of August 31, 2006:                                                                   
|                                                                                                     
|                                                                                                     
|                                                                                                     
|Cash and cash equivalents                                                                            
|Marketable securities                                                                                
|Accounts receivable                                                                                  
|Inventory                                                                                            
|Total current assets                                                                                 
|                                                                                                     
|Property and equipment                                                                               
|Customer list                                                                                        
|Deposits                                                                                             
|Total assets                                                                                         
|                                                                                                     
|Accounts payable and accrued                                                                         
|expenses                                                                                             
|Due to related parties                                                                               
|Accrued income taxes                                                                                 
|Deferred revenues                                                                                    
|Total current liabilities                                                                            
|                                                                                                     
|Deferred taxes                                                                                       
|Total liabilities                                                                                    
|                                                                                                     
|Common stock                                                                                         
|Additional paid-in capital                                                                           
|Other comprehensive income                                                                           
|Accumulated deficit                                                                                  
|Total stockholders' equity                                                                           
|                                                                                                     
|Total liabilities and stock-                                                                         
|holders' equity                                                                                      
|                                                                                                     
|F17                                                                                                  

---

|US Biodefense, Inc.                                                                             
|------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                   
|                                                                                                
|The following is a summary of the specific income statement accounts as reported and as affected
|by the restatement for the three month periods ended August 31, 2006:                           
|                                                                                                
|                                                                                                
|                                                                                                
|                                                                                                
|Sales of tangible products                                                                      
|Revenues from services                                                                          
|Revenues - Related parties                                                                      
|Total revenues                                                                                  
|                                                                                                
|Cost of tangible products sold                                                                  
|                                                                                                
|                                                                                                
|                                                                                                
|General and administrative                                                                      
|General and administrative -                                                                    
|Stock issued for consulting                                                                     
|Impairment of assets                                                                            
|Total expenses                                                                                  
|                                                                                                
|Net loss                                                                                        
|                                                                                                
|Basic and diluted net loss per                                                                  
|common share                                                                                    
|                                                                                                
|F18                                                                                             

---

|US Biodefense, Inc.                                                                            
|-----------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                  
|                                                                                               
|The following is a summary of the specific income statement accountsas reported and as affected
|by the restatement for the nine month periods ended August 31, 2006:                           
|                                                                                               
|                                                                                               
|                                                                                               
|                                                                                               
|Sales of tangible products                                                                     
|Revenues from services                                                                         
|Revenues - Related parties                                                                     
|Total revenues                                                                                 
|                                                                                               
|Cost of tangible products sold                                                                 
|                                                                                               
|                                                                                               
|                                                                                               
|Research and development                                                                       
|General and administrative                                                                     
|General and administrative -                                                                   
|Related parties                                                                                
|Stock issued for consulting                                                                    
|Impairment of assets                                                                           
|Total expenses                                                                                 
|                                                                                               
|Net loss                                                                                       
|                                                                                               
|Basic and diluted net loss per                                                                 
|common share                                                                                   
|                                                                                               
|F19                                                                                            

---

|US Biodefense, Inc.                                                                      
|-----------------------------------------------------------------------------------------
|Notes to Financial Statements                                                            
|                                                                                         
|The following is a summary of the impact of the restatement on our consolidated statement
|of cash flows for the nine months ended August 31, 2006:                                 
|                                                                                         
|                                                                                         
|                                                                                         
|                                                                                         
|Cash flows from operating                                                                
|activities:                                                                              
|Net loss                                                                                 
|Adjustments to reconcile net loss                                                        
|to net cash used in operating                                                            
|activities:                                                                              
|Depreciation                                                                             
|Impairment of assets                                                                     
|Stock issued for consulting                                                              
|Changes in operating assets                                                              
|and liabilities:                                                                         
|Accounts receivable                                                                      
|Inventory                                                                                
|Prepaid expenses                                                                         
|Bank overdraft                                                                           
|Accounts payable and                                                                     
|accrued expenses                                                                         
|Deferred revenues                                                                        
|Net cash (used for) provided by                                                          
|operating activities                                                                     
|                                                                                         
|Cash flows from financing activities                                                     
|Principal repaid to related party                                                        
|Proceeds from sale of common                                                             
|stock                                                                                    
|Total cash flows from financing                                                          
|activities                                                                               
|                                                                                         
|Cash flows used for investing                                                            
|activities                                                                               
|Purchase of customer list                                                                
|Purchase of license                                                                      
|Purchase of equipment                                                                    
|Total cash flows used for investing                                                      
|activities                                                                               
|                                                                                         
|Increase in cash and equivalents                                                         
|                                                                                         
|Cash and cash equivalents,                                                               
|beginning of year                                                                        
|                                                                                         
|Cash and cash equivalents,                                                               
|end of year                                                                              
|                                                                                         
|F20                                                                                      

---

|ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND                                                 
|------------------------------------------------------------------------------------------------------------------------
|FINANCIAL DISCLOSURE                                                                                                    
|                                                                                                                        
|None.                                                                                                                   
|                                                                                                                        
|ITEM 8A. CONTROLS AND PROCEDURES                                                                                        
|                                                                                                                        
|We maintain a set of disclosure controls and procedures designed to ensure that information required to be              
|disclosed in our reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within 
|the time periods specified by the SECs rules and forms. Disclosure controls are also designed with the objective of    
|ensuring that this information is accumulated and communicated to our management, including our chief executive         
|officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.           
|                                                                                                                        
|Based upon their evaluation as of the end of the period covered by this report, David Chin, who serves as our           
|chief executive officer and chief financial officer, concluded that our disclosure controls and procedures are not      
|effective to ensure that information required to be included in our periodic SEC filings is recorded, processed,        
|summarized, and reported within the time periods specified in the SEC rules and forms.                                  
|                                                                                                                        
|Our board of directors was advised by E. Randall Gruber, CPA, PC, our independent registered public                     
|accounting firm, that during their performance of audit procedures for 2005 E. Randall Gruber, CPA, PC identified a     
|material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control        
|over financial reporting.  This deficiency consisted primarily of inadequate staffing and supervision that could lead to
|the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and       
|effective reviews. However, our financial condition prevents us from being able to employ sufficient resources to       
|enable us to have adequate segregation of duties within our internal control system, and resultantly, no change to our  
|internal control over financial reporting has been made. Our management is required to apply their judgment in          
|evaluating the cost-benefit relationship of possible controls and procedures.                                           
|                                                                                                                        
|ITEM 8B. OTHER INFORMATION                                                                                              
|                                                                                                                        
|None.                                                                                                                   
|                                                                                                                        
|PART III                                                                                                                
|                                                                                                                        
|ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;                                                   
|COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT                                                                       
|                                                                                                                        
|The following table sets forth certain information with respect to each of our executive officers or directors.         
|                                                                                                                        
|NAME                                                                                                                    
|                                                                                                                        
|David Chin                                                                                                              
|                                                                                                                        
|Charles Wright                                                                                                          
|                                                                                                                        
|Footnotes:                                                                                                              
|                                                                                                                        
|(1) Directors hold office until the next annual stockholders meeting to be held in 2007 or until a successor or        
|successors are elected and appointed.                                                                                   
|                                                                                                                        
|Directors, Executive Officers and Significant Employees                                                                 
|                                                                                                                        
|Set forth below are summary descriptions containing the name of our directors and officers, all positions and           
|offices held with us, the period during which such officer or director has served as such, and the business and         
|educational experience of each during at least the last five years:                                                     
|                                                                                                                        
|David Chinattended the University of Irvine from 1988 to 1993, studying general education, management and               
|business. Since 1996 Mr. Chin has successful built a start up company involved with vocation training with $100,000     
|dollars in revenue in 1996 to $2 million in 2002. Currently Mr. Chin serves as Director, Chairman, President, and CEO   

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|of Camino Real Career School and Financialnewsusa.com.                                                                      
|----------------------------------------------------------------------------------------------------------------------------
|                                                                                                                            
|Charles Wrightcurrently oversees the wholly-owned Emergency Disaster Systems, Inc. subsidiary of US                         
|Biodefense, Inc. Mr. Wright first developed the EDS concept and systems in 1989 and has worked for the past 18 years        
|to improve and expand it.                                                                                                   
|                                                                                                                            
|Board Committees                                                                                                            
|                                                                                                                            
|We currently have no compensation committee or other board committee performing equivalent functions.                       
|Currently, all members of our board of directors participate in discussions concerning executive officer compensation.      
|                                                                                                                            
|Involvement on Certain Material Legal Proceedings During the Last Five Years                                                
|                                                                                                                            
|No director, officer, significant employee or consultant has been convicted in a criminal proceeding, exclusive             
|of traffic violations.                                                                                                      
|                                                                                                                            
|No bankruptcy petitions have been filed by or against any business or property of any director, officer,                    
|significant employee or consultant of the Company nor has any bankruptcy petition been filed against a partnership or       
|business association where these persons were general partners or executive officers.                                       
|                                                                                                                            
|No director, officer, significant employee or consultant has been permanently or temporarily enjoined, barred,              
|suspended or otherwise limited from involvement in any type of business, securities or banking activities.                  
|                                                                                                                            
|No director, officer or significant employee has been convicted of violating a federal or state securities or               
|commodities law.                                                                                                            
|                                                                                                                            
|Section 16(a) Beneficial Ownership Reporting Compliance                                                                     
|                                                                                                                            
|Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company's directors and                      
|executive officers, and persons who beneficially own more than 10% of a registered class of the Company's equity            
|securities, to file reports of beneficial ownership and changes in beneficial ownership of the Company's securities with    
|the SEC on Forms 3 (Initial Statement of Beneficial Ownership), 4 (Statement of Changes of Beneficial Ownership of          
|Securities) and 5 (Annual Statement of Beneficial Ownership of Securities). Directors, executive officers and beneficial    
|owners of more than 10% of the Company's Common Stock are required by SEC regulations to furnish the Company                
|with copies of all Section 16(a) forms that they file. Except as otherwise set forth herein, based solely on review of the  
|copies of such forms furnished to the Company, or written representations that no reports were required, the Company        
|believes that for the fiscal year ended November 30, 2006 beneficial owners did not comply with Section 16(a) filing        
|requirements applicable to them to the extent they filed all form required under Section 16(a) in February 2007 and had     
|no trading activity in 2005.                                                                                                
|                                                                                                                            
|Code of Ethics                                                                                                              
|                                                                                                                            
|We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer,                  
|principal financial officer, principal accounting officer or controller, or persons performing similar functions in that our
|sole officer and director serves in all the above capacities.                                                               
|                                                                                                                            
|ITEM 10. EXECUTIVE COMPENSATION                                                                                             
|                                                                                                                            
|Remuneration of Directors, Executive Officers and Significant Employees                                                     
|                                                                                                                            
|We do not have employment agreements with our executive officers. We have yet to determine the                              
|appropriate terms needed for the creation of employment agreements for our officers. There has been no discussion           
|with any of our officers regarding any potential terms of these agreements, nor have such terms been determined with        
|any specificity. We plan to have these agreements completed by the beginning of the next year. We have no proposal,         
|understanding or arrangement concerning accrued earnings to be paid in the future.                                          

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|Summary Compensation Table                                                                                             
|-----------------------------------------------------------------------------------------------------------------------
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|                                                                                                                       
|Name and                                                                                                               
|Principal Position                                                                                                     
|                                                                                                                       
|David Chin                                                                                                             
|President                                                                                                              
|and Treasurer                                                                                                          
|                                                                                                                       
|Charles Wright                                                                                                         
|Vice-President                                                                                                         
|                                                                                                                       
|Directors Compensation                                                                                                
|                                                                                                                       
|We have no formal or informal arrangements or agreements to compensate our directors for services they                 
|provide as directors of our company.                                                                                   
|                                                                                                                       
|Employment Contracts and Officers Compensation                                                                        
|                                                                                                                       
|We currently have an employment agreement with Charles Wright, originating in August 2006, for a term of               
|six years. Mr. Wright has elected not to receive any annual salary unless and until we achieve profitability for four  
|consecutive quarters, at which time a base salary may be negotiated. Mr. Wright, however, is entitled to receive       
|bonuses in the form of stock or cash at the discretion of the board of directors.                                      
|                                                                                                                       
|Stock Option Plan And Other Long-term Incentive Plan                                                                   
|                                                                                                                       
|In April 2006, we implemented a qualified stock option plan to reward employees, consultants and other                 
|individuals and entities who provide services to us. Under the plan, we are authorized to issue up to 10,000,000 shares
|of our common stock at prevailing market prices.                                                                       
|                                                                                                                       
|ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS                                                
|                                                                                                                       
|Security Ownership of Management and Certain Beneficial Owners                                                         
|                                                                                                                       
|The following table sets forth as of November 30, 2006 certain information regarding the beneficial ownership          
|of our common stock by:                                                                                                
|                                                                                                                       
|1.                                                                                                                     
|                                                                                                                       
|2.                                                                                                                     
|                                                                                                                       
|3.                                                                                                                     
|                                                                                                                       
|Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with         
|respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with   
|a spouse. No change in control is currently being contemplated.                                                        

---

|                                                                                                                      |  |                                                                                                  |  | Name and Address                   |  | Amount and Nature                                                              |  | % of 
|--------------------------------------------------------------------------------------------------------------------- |  | ------------------------------------------------------------------------------------------------ |  | ---------------------------------- |  | ------------------------------------------------------------------------------ |  | -----
|Title of Class                                                                                                        |  | of Beneficial Owner                                                                              |  | of Beneficial Owner                |  | Class                                                                         
|                                                                                                                     
|Common Stock                                                                                                          |  | David Chin, President                                                                            |  | 27,292,119                         |  | 69.9%                                                                         
|                                                                                                                      |  |                                                                                                  |  | 375 South 6thAve.                  |  |                                                                                |  |      
|                                                                                                                      |  |                                                                                                  |  | City of Industry, California 91746 |  |                                                                               
|                                                                                                                     
|                                                                                                                      |  |                                                                                                  |  | Officers and Directors (1)         |  | 27,292,119                                                                     |  | 69.9%
|                                                                                                                     
|Common Stock                                                                                                          |  | Erin Rahe                                                                                        |  | 3,000,000                          |  | 7.7%                                                                          
|                                                                                                                      |  |                                                                                                  |  | 1461 Stanford Court                |  |                                                                                |  |      
|                                                                                                                      |  |                                                                                                  |  | Santa Ana, California 92705        |  |                                                                                |  |      
|                                                                                                                     
|                                                                                                                      |  |                                                                                                  |  | Beneficial Owners (1)              |  | 3,000,000                                                                      |  | 7.7% 
|                                                                                                                     
|Footnotes:                                                                                                            |  |                                                                                                  |  |                                    |  |                                                                                |  |      
|                                                                                                                     
|(1) The address of officers and directors in the table is c/o US Biodefense, Inc., 375 South 6thAve., City of        
|Industry, CA 91746.                                                                                                   |  |                                                                                                  |  |                                   
|                                                                                                                     
|Change in Control                                                                                                     |  |                                                                                                  |  |                                    |  |                                                                               
|                                                                                                                     
|No arrangements exist that may result in a change of control of UBDF.                                                 |  |                                                                                                 
|                                                                                                                     
|ITEM 12.                                                                                                              |  | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS                                                   |  |                                   
|                                                                                                                     
|During the fiscal year ended November 30, 2006, we provided various services to Financialnewsusa.com, Inc.,          
|related to the development of content for our Biodefense Industry News. Financialnewsusa.com, Inc. is a related party
|due to a common officer and director. During the year ended November 30, 2006, we recognized a total of $71,667 in   
|sales revenues from services provided to Financialnewsusa.com.                                                        |  |                                                                                                 
|                                                                                                                     
|Through the year ended November 30, 2005, David Chin loaned us a total of $4,313 to pay for general and              
|administrative expenses. The loan bears no interest and is due upon demand. As of November 30, 2005, the amount      
|owed was $1,812. As of November 30, 2006, the entire balance has been repaid.                                         |  |                                                                                                 
|                                                                                                                     
|ITEM 13.                                                                                                              |  | EXHIBITS AND REPORTS ON FORM 8-K                                                                 |  |                                   
|                                                                                                                     
|Exhibit                                                                                                               |  |                                                                                                  |  |                                    |  |                                                                                |  |      
|Number                                                                                                                |  | Name and/or Identification of Exhibit                                                            |  |                                   
|                                                                                                                     
|3                                                                                                                     |  | Articles of Incorporation & By-Laws                                                              |  |                                   
|                                                                                                                      |  |                                                                                                  |  | a.                                 |  | Articles of Incorporation of Teal Eyes, Inc. *                                 |  |      
|                                                                                                                      |  |                                                                                                  |  | b.                                 |  | Amendment to Articles of Incorporation of Teal Eyes, Inc. *                    |  |      
|                                                                                                                      |  |                                                                                                  |  | c.                                 |  | Amendment to Articles of Incorporation of Terzon Corporation. *                |  |      
|                                                                                                                      |  |                                                                                                  |  | d.                                 |  | Amended and Restated Articles of Incorporation of Candy Stripers Candy Corp. * |  |      
|                                                                                                                      |  |                                                                                                  |  | e.                                 |  | By-Laws of the Company.  *                                                     |  |      
|                                                                                                                      |  |                                                                                                  |  | f.                                 |  | Certificate of Amendment to Articles of Incorporation filed May 13, 2003. **   |  |      
|                                                                                                                     
|                                                                                                                     
|10                                                                                                                    |  | Material Contracts                                                                               |  |                                    |  |                                                                               
|                                                                                                                      |  |                                                                                                  |  | a.                                 |  | Stock Purchase Agreement with Charles Wright ***                               |  |      
|                                                                                                                      |  |                                                                                                  |  | b.                                 |  | Stock Purchase Agreement with Equity Solutions ***                             |  |      
|                                                                                                                      |  |                                                                                                  |  | c.                                 |  | Consulting Agreement with Charles Wright ****                                  |  |      
|                                                                                                                     
|31                                                                                                                    |  | Rule 13a-14(a)/15d-14(a) Certifications                                                          |  |                                   
|                                                                                                                     
|32                                                                                                                    |  | Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)               |  |                                   
|                                                                                                                     
|*                                                                                                                     |  | Incorporated by reference herein filed as en exhibit to Form 10SB12G filed on September 1, 2000.
|**                                                                                                                    |  | Incorporated by reference herein filed as Exhibit 3 to Form 10-QSB filed on July 15, 2003.       |  |                                   

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|***                                                                                                                      |  | Incorporated by reference herein filed as an exhibit to Form 8-K filed on August 14, 2006
|------------------------------------------------------------------------------------------------------------------------ |  | -----------------------------------------------------------------------------------------
|****                                                                                                                     |  | Incorporated by reference herein filed as an exhibit to Form 8-K filed on August 30, 2006
|                                                                                                                        
|FORM 8-K                                                                                                                
|Date Filed                                                                                                               |  | Item(s) Reported                                                                         
|                                                                                                                        
|08/14/2006                                                                                                               |  | Items 2.01, 3.02 and 9.01                                                                
|                                                                                                                         |  | An amendment to this 8-K was filed on 02/21/2007                                         
|                                                                                                                        
|08/30/2006                                                                                                               |  | Items 1.01, 5.02 and 9.01                                                                
|                                                                                                                        
|ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES                                                                          |  |                                                                                          
|                                                                                                                        
|The following table sets forth fees billed to us by our independent auditors for the year ended 6 and 5 for (i)         
|services rendered for the audit of our annual financial statements and the review of our quarterly financial statements,
|(ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements
|that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice 
|and assistance.                                                                                                          |  |                                                                                          
|                                                                                                                        
|                                                                                                                         |  | SERVICES                                                                                 
|                                                                                                                        
|                                                                                                                         |  | Audit fees                                                                               
|                                                                                                                         |  | Audit-related fees                                                                       
|                                                                                                                         |  | Tax fees                                                                                 
|                                                                                                                         |  | All other fees                                                                           
|                                                                                                                        
|                                                                                                                         |  | Total fees                                                                               

---

|SIGNATURES                                                                                                  
|------------------------------------------------------------------------------------------------------------
|Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly     
|caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.                
|                                                                                                            
|US BIODEFENSE, INC.                                                                                         
|                                                                                                            
|Signature                                                                                                   
|/s/ David Chin                                                                                              
|David Chin                                                                                                  
|                                                                                                            
|/s/ David Chin                                                                                              
|David Chin                                                                                                  
|                                                                                                            
|In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of
|the registrant and in the capacities and on the dates indicated.                                            
|                                                                                                            
|US BIODEFENSE, INC.                                                                                         
|                                                                                                            
|Signature                                                                                                   
|/s/ David Chin                                                                                              
|David Chin                                                                                                  
|                                                                                                            
|/s/ David Chin                                                                                              
|David Chin                                                                                                  

---