|UNITED STATES                     
|----------------------------------
|SECURITIES AND EXCHANGE COMMISSION
|Washington, D.C. 20549            
|Amendment Number 1 to Form 10-QSB 
|                                  
|FORM 10-QSB                       

|(Mark One)                                      |  |  |  |                                           
|----------------------------------------------- |  |  |  | ------------------------------------------
|                                                |  |  |  | QUARTERLY REPORT PURSUANT TO SECTION 13   
|[X]                                             |  |  |  | OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
|                                                |  |  |  | **1934**                                  
|For the quarterly period ended: August 31, 2007 |  | 
|Or                                              |  |  |  |                                           
|                                                |  |  |  | TRANSITION REPORT PURSUANT TO SECTION 13  
|[   ]                                           |  |  |  | OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
|                                                |  |  |  | **1934**                                  
|                                               
|For the transition period from  to             
|Commission File Number: 000-31431              

|US BIODEFENSE, INC.                                                                                                       
|--------------------------------------------------------------------------------------------------------------------------
|(Exact name of registrant as specified in its charter)                                                                    
|                                                                                                                          
|Utah                                                                                                                      
|(State of Other Jurisdiction of Incorporation)                                                                            
|                                                                                                                          
|375 South 6th Avenue                                                                                                      
|City of Industry, California                                                                                              
|(Address of Principal Executive Offices)                                                                                  
|                                                                                                                          
|(626) 961-0562                                                                                                            
|(Registrant's telephone number, including area code)                                                                      
|                                                                                                                          
|N/A                                                                                                                       
|(Former name, former address and former fiscal year, if changed since last report)                                        
|                                                                                                                          
|Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
|Securities Exchange Act of 1934 during the preceding 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.                
|Yes [X] No [ ]                                                                                                            
|                                                                                                                          
|APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE                                                  
|PRECEDING FIVE YEARS:                                                                                                     
|Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 
|or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a  
|court.                                                                                                                    
|Yes [ ] No [ ]                                                                                                            
|                                                                                                                          
|APPLICABLE ONLY TO CORPORATE ISSUERS:                                                                                     
|Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable   
|date: 60,304,047                                                                                                          

---

|US Biodefense, Inc.                                   |  |     
|----------------------------------------------------- |  | ----
|                                                     
|Table of Contents                                     |  |     
|                                                      |  | Page
|PART I - FINANCIAL INFORMATION                        |  |     
|Item 1. Financial Statements                          |  | 3   
|Balance Sheet                                         |  | 4   
|Statements of Operations                              |  | 5   
|Statements of Cash Flows                              |  | 6   
|Notes                                                 |  | 7   
|Item 2. Management's Discussion and Plan of Operation |  | 17  
|PART II - OTHER INFORMATION                           |  |     
|Item 3. Controls and Procedures                       |  | 20  
|Item 6. Exhibits                                      |  | 20  
|SIGNATURES                                            |  | 21  
|                                                     
|                                                     
|-2-                                                  

---

|PART I - FINANCIAL INFORMATION                                                                                            
|--------------------------------------------------------------------------------------------------------------------------
|Item 1. Unaudited Financial Statements                                                                                    
|                                                                                                                          
|The accompanying unaudited consolidated financial statements have been prepared in accordance with                        
|generally accepted accounting principles for interim financial reporting and pursuant to the rules and regulations of the 
|Securities and Exchange Commission ("Commission"). While these statements reflect all normal recurring adjustments        
|which are, in the opinion of management, necessary for fair presentation of the results of the interim period, they do not
|include all of the information and footnotes required by generally accepted accounting principles for complete financial  
|statements. For further information, refer to the financial statements and footnotes thereto, which are included in the   
|Company's Annual Report on Form 10-KSB previously filed with the Commission on March 15, 2007.                            
|                                                                                                                          
|The accompanying notes are an integral part of these consolidated financial statements.                                   
|                                                                                                                          
|-3-                                                                                                                       

---

|US Biodefense, Inc.
|-------------------
|Balance Sheet      

|ASSETS                                                            |  | (Unaudited) |  |             
|----------------------------------------------------------------- |  | ----------- |  | ------------
|                                                                  |  | August 31,  |  | November 30,
|                                                                  |  | 2007        |  | 2006        
|Current assets                                                    |  |             |  |             
|Cash and cash equivalents                                         |  | $18,516     |  | $22,663     
|Marketable securities                                             |  | 47,500      |  | 73,00       
|Accounts receivable, net of allowance of $20,000                  |  | 34,720      |  | 54,827      
|Inventory                                                         |  | 66,691      |  | 75,355      
|                                                                 
|Total current assets                                              |  | 167,427     |  | 225,845     
|                                                                 
|Property and equipment, net of accumulated depreciation           |  | 1,800       |  | 2,418       
|Customer list                                                     |  | 7,500       |  | 7,500       
|Deposits                                                          |  | 1,000       |  | 1,000       
|                                                                 
|Total assets                                                      |  | 177,727     |  | 236,763     
|                                                                 
|LIABILITIES AND STOCKHOLDERS EQUITY (DEFICIT)                    |  |             |  |             
|                                                                 
|Current liabilities                                               |  |             |  |             
|Accounts payable and accrued expenses                             |  | 59,490      |  | 19,278      
|Notes payable  Related party                                     |  | 185,500     |  | --          
|Deferred revenues                                                 |  | --          |  | 25,000      
|                                                                 
|Total current liabilities                                         |  | 244,990     |  | 44,278      
|                                                                 
|Stockholders equity:                                             |  |             |  |             
|Common stock 100,000,000 shares authorized, $.0001                |  |             |  |             
|par value, 60,304,047 and 39,059,047 share issued and outstanding |  | 6,030       |  | 3,906       
|Additional paid in capital                                        |  | 4,722,910   |  | 4,270,684   
|Other comprehensive deficit                                       |  | (52,500)    |  | (27,000)    
|Accumulated deficit                                               |  | (4,743,703) |  | (4,055,105) 
|                                                                 
|Total stockholders equity (deficit)                              |  | (67,263)    |  | 192,485     
|                                                                 
|Total liabilities and stockholders equity (deficit)              |  | $177,727    |  | $236,763    
|                                                                 
|See accompanying notes to financial statements                   
|                                                                 
|                                                                 
|-4-                                                              

---

|US Biodefense, Inc.                  
|-------------------------------------
|Statements of Operations             
|For the three and nine               
|months ended August 31, 2007 and 2006
|(Unaudited)                          

|                                               |  | Three months ended |  | Nine months ended
|---------------------------------------------- |  | ------------------ |  | -----------------
|                                               |  | August 31,         |  | August 31,       
|                                               |  | 2007               |  | 2006             
|                                               |  |                    |  |                  
|Revenues                                       |  |                    |  |                  
|Revenues from sales of tangible products       |  | $34,864            |  | $31,302          
|Revenues from services                         |  | --                 |  | 37,500           
|Revenues  Related parties                     |  | --                 |  | 6,667            
|Total revenues                                 |  | 34,864             |  | 75,469           
|Cost of tangible products sold                 |  | 21,316             |  | 25,415           
|                                               |  | 13,548             |  | 50,054           
|Research and development expenses              |  | --                 |  | --               
|General and administrative expenses            |  | 86,264             |  | 86,738           
|General and administrative expenses           |  |                    |  |                  
|Paid by issuance of common stock               |  | 17,000             |  | 270,200          
|General & administrative expenses             |  |                    |  |                  
|Related party                                  |  | --                 |  | 22,500           
|Total expenses                                 |  | 103,264            |  | 379,438          
|Net income (loss)                              |  | $(89,716)          |  | $(329,384)       
|Weighted average number of shares              |  |                    |  |                  
|outstanding                                    |  | 58,970,713         |  | 34,885,714       
|Basic and diluted net income (loss)            |  |                    |  |                  
|per common share                               |  | $(0.00)            |  | $(0.01)          
|                                              
|See accompanying notes to financial statements
|                                              
|                                              
|-5-                                           

---

|US Biodefense, Inc.                               
|--------------------------------------------------
|Statement of Cash Flows                           
|For the nine months ended August 31, 2007 and 2006
|(Unaudited)                                       

|                                                         |  | 2007       |  | 2006      
|-------------------------------------------------------- |  | ---------- |  | ----------
|                                                        
|Cash flows from operating activities                     |  |            |  |           
|Net income (loss)                                        |  | $(688,598) |  | $(323,256)
|Adjustments to reconcile net loss to net cash used in    |  |            |  |           
|operating activities:                                    |  |            |  |           
|Depreciation                                             |  | 618        |  | 59        
|Impairment of assets                                     |  | --         |  | 22,500    
|Stock issued for payroll  Related party                 |  | 100,000    |  | --        
|Stock issued for services                                |  | 354,350    |  | 270,200   
|Changes in operating assets and liabilities:             |  |            |  |           
|Accounts receivable                                      |  | 20,107     |  | (15,727)  
|Inventory                                                |  | 8,664      |  | (73,447)  
|Prepaid expenses                                         |  | --         |  | 20,000    
|Bank overdraft                                           |  | --         |  | (3,947)   
|Accounts payable                                         |  | 40,212     |  | 7,374     
|Deferred revenues                                        |  | (25,000)   |  | (64,167)  
|                                                        
|Net cash used for (provided by) operating activities     |  | (189,647)  |  | (160,411) 
|                                                        
|Cash flows from financing activities                     |  |            |  |           
|Advances from related party, net                         |  | 185,500    |  | 17,200    
|Proceeds from sale of common stock                       |  | --         |  | 200,000   
|                                                        
|Total cash flows from financing activities               |  | 185,500    |  | 217,200   
|                                                        
|Cash flows from investing activities                     |  |            |  |           
|Purchase of equipment                                    |  | --         |  | (2,477)   
|Purchase of licenses                                     |  | --         |  | (2,500)   
|                                                        
|Total cash flows used for investing activities           |  | --         |  | (4,977)   
|                                                        
|Increase (decrease in) cash and cash equivalents         |  | (4,147)    |  | 51,812    
|                                                        
|Cash and cash equivalents, beginning of year             |  | 22,663     |  | 17,223    
|                                                        
|Cash and cash equivalents, end of year                   |  | $18,516    |  | $69,035   
|                                                        
|Income taxes paid                                        |  | $---       |  | $---      
|Interest expense paid                                    |  | $---       |  | $---      
|                                                        
|Supplemental disclosure of non-cash financing activities |  |            |  |           
|Common stock issued for services                         |  | $100,000   |  | $--       
|Common stock issued for executive salaries               |  | 354,350    |  | 270,200   
|                                                        
|See accompanying notes to financial statements          
|                                                        
|                                                        
|-6-                                                     

---

|US Biodefense, Inc.                                                                              
|-------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                    
|                                                                                                 
|Note 1 - Background and Summary of Significant Accounting Policies                               
|                                                                                                 
|Note 1 - Background and Summary of Significant Accounting Policies                               
|                                                                                                 
|The accompanying unaudited financial statements have been prepared in accordance with            
|generally accepted accounting principles for interim financial information and pursuant to the   
|rules and regulations of the Securities and Exchange Commission ("SEC"). The accompany-          
|ing financial statements for the interim periods are unaudited and reflect all adjustments       
|(consisting only of normal recurring adjustments) which are, in the opinion of management,       
|necessary for a fair presentation of the financial statements and operating results for the      
|periods presented. These financial statements should be read in conjunction with the             
|Company's financial statements for the years ended November 30, 2006 and 2005 and notes          
|thereto contained in the Company's Annual Report on Form 10-KSB for the year ended               
|November 30, 2006 as filed with the SEC. The results of operations for the six months            
|ended August 31, 2007 are not necessarily indicative of the results of the full fiscal year      
|ending November 30, 2007.                                                                        
|                                                                                                 
|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.                                                       
|                                                                                                 
|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, 2007, 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 nine months ended     
|August 31, 2007 of $688,598 and at August 31, 2007, had an accumulated deficit                   
|of $4,743,703. 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.                        
|                                                                                                 
|                                                                                                 
|-7-                                                                                              

---

|US Biodefense, Inc.                                                                                         
|------------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                               
|                                                                                                            
|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.                                     
|                                                                                                            
|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.                                     
|                                                                                                            
|                                                                                                            
|-8-                                                                                                         

---

|US Biodefense, Inc.                                                                                       
|----------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                             
|                                                                                                          
|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.                                          
|                                                                                                          
|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 nine months ended August 31, 2007, the Company            
|has items that represent other comprehensive income.                                                      
|                                                                                                          
|Advertising Costs                                                                                         
|                                                                                                          
|Advertising costs are expensed as incurred. Advertising costs totaled $26,330 and $-0- for the nine       
|months ended August 31, 2007 and 2006.                                                                    
|                                                                                                          
|                                                                                                          
|-9-                                                                                                       

---

|US Biodefense, Inc.                                                                                    
|-------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                          
|                                                                                                       
|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.             
|                                                                                                       
|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 August 31,             
|2007 and 2006, 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 employee              
|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                
|                                                                                                       
|                                                                                                       
|-10-                                                                                                   

---

|US Biodefense, Inc.                                                                                      
|---------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                            
|                                                                                                         
|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          
|                                                                                                         
|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  
|                                                                                                         
|                                                                                                         
|-11-                                                                                                     

---

|US Biodefense, Inc.                                                                                         
|------------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                               
|                                                                                                            
|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.                                                              
|                                                                                                            
|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 Uncertainty in Income Taxes",         
|("FIN 48"), which is effective for fiscal years beginning after December 15, 2006. FIN 48 clarifies the     
|accounting for uncertainty 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.                         
|                                                                                                            
|                                                                                                            
|-12-                                                                                                        

---

|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, $50,000 for the year ended November 30, 2006, and $25,000                 
|for the nine months ended August 31, 2007.                                                               
|                                                                                                         
|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 May 31, 2007, the fair market value of common equity securities          
|with a cost of $100,000 was $47,500. The unrealized loss of $52,500, 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.                                                                             
|                                                                                                         
|Balance, May 31, 2006                                                                                    
|Additions                                                                                                
|License balance due, but cancelled                                                                       
|                                                                                                         
|                                                                                                         
|                                                                                                         
|-13-                                                                                                     

---

|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 at November 30, 2006.                            

|Note 4 - Property and Equipment                                       
|----------------------------------------------------------------------
|                                                                      
|Property and equipment consists of the following at February 28, 2007:
|                                                                      
|Furniture and fixtures (at cost)                                      
|Accumulated depreciation                                              
|                                                                      

|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 six months ended August 31
|2007 are unrealized holding loss on available for sale securities in the amount of $52,500.            
|                                                                                                       
|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                                                                           
|                                                                                                       
|                                                                                                       

|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.                                              
|                                                                                             
|                                                                                             
|-14 -                                                                                        

---

|US Biodefense, Inc.          
|-----------------------------
|Notes to Financial Statements

|Note 8 - Related parties and Concentrations                                                           
|------------------------------------------------------------------------------------------------------
|                                                                                                      
|The Company owes related parties $185,500 at August 31, 2007. The notes are non-interest bearing,     
|and are due on demand.                                                                                
|                                                                                                      
|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:    

|                |  |           |  | Value per |  |                             |  |        
|--------------- |  | --------- |  | --------- |  | --------------------------- |  | -------
|                |  | Shares    |  | Share     |  |                             |  | Total  
|Date Issued     |  | Issued    |  | $         |  | Valuation method            |  | $      
|               
|June 8, 2006    |  | 10,000    |  | 0.04      |  | Performance commitment date |  | 400    
|June 20, 2006   |  | 100,000   |  | 0.04      |  | Performance commitment date |  | 4,000  
|June 29, 2006   |  | 125,000   |  | 0.04      |  | Performance commitment date |  | 5,000  
|July 5, 2006    |  | 20,000    |  | 0.04      |  | Performance commitment date |  | 800    
|July 12, 2006   |  | 500,000   |  | 0.04      |  | Performance commitment date |  | 20,000 
|July 24, 2006   |  | 1,000,000 |  | 0.04      |  | Performance commitment date |  | 40,000 
|July 25, 2006   |  | 1,000,000 |  | 0.04      |  | Performance commitment date |  | 40,000 
|August 1, 2006  |  | 2,000,000 |  | 0.04      |  | Performance commitment date |  | 80,000 
|August 31, 2006 |  | 2,000,000 |  | 0.04      |  | Performance commitment date |  | 80,000 
|                |  | 6,755,000 |  |           |  |                             |  | 270,200

|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. The performance
|commitment date was July 18, 2006.                                                                     
|                                                                                                       
|                                                                                                       
|-15-                                                                                                   

---

|US Biodefense, Inc.                                                                                      
|---------------------------------------------------------------------------------------------------------
|Notes to Financial Statements                                                                            
|                                                                                                         
|During the three months ended May 31, 2007, the Company issued 9,245,000 shares of common stock          
|to two entities as consulting fees totaling $337,350.                                                    
|                                                                                                         
|During the three months ended May 31, 2007, the Company issued 10,000,000 shares of common stock         
|to its Chief Executive Officer for salary totaling $100,000.                                             
|                                                                                                         
|During the three months ended August 31, 2007, the Company issued 2,000,000 shares of common stock       
|to an individual as consulting fees totaling $17,000.                                                    
|                                                                                                         
|Note 11 - Other Information                                                                              
|                                                                                                         
|The Company has filed an information statement on Schedule 14C to formally announce that all shareholders
|of record of U.S. BioDefense, Inc. as of September 7, 2007 will receive a dividend share distribution of 
|one (1) share of Emergency Disaster Systems, Inc. for every one hundred (100) shares of U.S. BioDefense, 
|Inc. owned. The actions were approved by the Board of Directors and are expected to be ratified by the   
|majority shareholder on or before September 27, 2007.                                                    
|                                                                                                         
|                                                                                                         
|-16-                                                                                                     

---

|Item 2. Management's Discussion and Plan of Operation                                                                      
|---------------------------------------------------------------------------------------------------------------------------
|                                                                                                                           
|Forward-Looking Statements                                                                                                 
|                                                                                                                           
|This Quarterly Report contains forward-looking statements about US Biodefense, Inc.s business, financial                  
|condition and prospects that reflect 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 managements assumptions should prove incorrect, or if any of the risks and uncertainties underlying such              
|expectations should materialize, UBDE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 our 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                     
|Quarterly Report, words such as,"believes," "expects," "intends," "plans," "anticipates," "estimates"and similar           
|expressions are intended to identify forward-looking statements, although there may be certain forward-looking             
|statements not accompanied by such expressions.                                                                            
|                                                                                                                           
|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 ad developing homeland security and biodefense products.                                              
|                                                                                                                           
|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.        
|                                                                                                                           
|On August 7, 2006, we completed the acquisition of Emergency Disaster Systems, Inc., a California                          
|corporation incorporated on July 19, 2006. EDS provides mitigation services, emergency preparedness, and first             
|response products to communities, government agencies, corporations and healthcare organizations. 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 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. 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.                                                                       
|                                                                                                                           
|On September 28, 2007, we distributed to all shareholders of record as of September 7, 2007, a dividend share              
|distribution of one share of Emergency Disaster Systems, Inc. for every 100 shares of U.S. BioDefense, Inc. owned.         
|Shareholders that would own fractional shares were paid in cash for the estimated market value of the EDS stock, or        
|$0.80 per share.                                                                                                           
|                                                                                                                           
|                                                                                                                           
|-17-                                                                                                                       

---

|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 three months ended August 31, 2007, we generated aggregate revenues of $34,864, compared to                    
|total revenues of $75,469 during the year ago three month period ended August 31, 2006. This 54% decrease in total        
|revenues, or $40,605, is materially attributable to the full recognition of revenues from our previously prepaid contracts
|for services with Diamond I and Financialnewsusa.com, which contributed $44,167 in revenues during the three month        
|period ended August 31, 2006. Despite the overall decline in revenues, however, revenue from tangible products            
|attributable to EDS increased $3,562, or 11% from the prior period.                                                       
|                                                                                                                          
|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 $21,316 during the three months ended August 31, 2007. This amount represents a margin        
|of approximately 39% on sales of tangible products, and a gross margin of 39% on total revenues for the period ended      
|August 31, 2007. After factoring cost of goods sold, our gross profit was $13,548 during the three months ended           
|August 31, 2007.                                                                                                          
|                                                                                                                          
|In the year ago period ended August 31, 2006, cost of goods sold amounted to 25,415, attributable solely to               
|sales recognized from EDS. Our gross margin on sales of tangible products is therefore approximately 19%, and a gross     
|margin of 66% on total revenues for the period ended August 31, 2006. After factoring cost of goods sold, our gross       
|profit was $50,054 during the three months ended August 31, 2006.                                                         
|                                                                                                                          
|Expenses                                                                                                                  
|                                                                                                                          
|General and administrative expenses during the three months ended August 31, 2007 and 2006 were comprised                 
|of three main categories: (1) expenses paid in the form of common stock in lieu of cash for services, (2) expenses        
|incurred related to the impairment of assets and (3) miscellaneous expenses related to the general operation of our       
|business. General and administrative expenses decreased by 73%, or $276,174, year over year from $379,438 in the          
|quarter ended August 31, 2006 to $103,264 in the three months ended August 31, 2007. Or management believes the           
|decrease in these expenditures are correlated with our reduction in the number of employees and compensation paid         
|with common stock in lieu of cash. General and administrative expenses remained comparatively stable, with $86,264        
|incurred in the three months ended August 31, 2007, and $86,738 incurred in the year ago three months ended August        
|31, 2006. Despite the overall decline in expenses, we expect to continue to incur general and administrative expenses     
|for the foreseeable future, although we cannot estimate the extent of these costs.                                        
|                                                                                                                          
|Losses                                                                                                                    
|                                                                                                                          
|Our net loss from operations totaled $89,716 for the three months ended August 31, 2007, compared to a net                
|loss of $329,384 for the three months ended August 31, 2006. This represents a narrowing deficit of 73%, or $239,668,     
|in a year-to-year comparison. Although we anticipate incurring ongoing operating losses, we expect these losses to        
|continue narrow in year-to-year comparison as we generate increased revenues and as expenses plateau over the next        
|several years. However, we cannot guarantee the accuracy of our expectations.                                             
|                                                                                                                          
|                                                                                                                          
|-18-                                                                                                                      

---

|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 greater revenues or obtain capital infusions by issuing equity or debt securities in exchange for 
|cash. As of August 31, 2007, we had $18,516 in cash, $47,500 in marketable securities, $34,720 in net accounts           
|receivables and $66,691 in saleable inventory. If we are unable to generate sufficient cash flows from sales of our      
|products and services, collect outstanding accounts receivable, or 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. As of August 31, 2007, David Chin loaned us a total of $185,500 to pay for general      
|and administrative expenses. The loan bears no interest and is due upon demand. As of August 31, 2007, the amount        
|owed was $185,500. 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 independent registered public     
|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.                                                                                                   
|                                                                                                                         
|                                                                                                                         
|-19-                                                                                                                     

---

|Item 3. 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 2006 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 size prevents us from being able to employ sufficient resources to enable us to have adequate segregation  
|of duties within our internal control system. Our management is required to apply their judgment in evaluating the cost-
|benefit relationship of possible controls and procedures.                                                               
|                                                                                                                        
|PART II - OTHER INFORMATION                                                                                             
|                                                                                                                        
|Item 6. Exhibits and Reports on Form 8-K                                                                                
|                                                                                                                        
|3                                                                                                                       
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|10                                                                                                                      
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|                                                                                                                        
|31                                                                                                                      
|                                                                                                                        
|32                                                                                                                      
|                                                                                                                        
|*                                                                                                                       
|**                                                                                                                      
|***                                                                                                                     
|****                                                                                                                    
|                                                                                                                        
|                                                                                                                        
|-20-                                                                                                                    

---

|SIGNATURES                                                                                                              
|------------------------------------------------------------------------------------------------------------------------
|                                                                                                                        
|Pursuant to the requirements of the Exchange Act of 1934, the Registrant has duly caused this report to be signed on its
|behalf by the undersigned, thereunto duly authorized.                                                                   
|                                                                                                                        
|US BIODEFENSE, INC.                                                                                                     
|(Registrant)                                                                                                            
|                                                                                                                        
|October 24, 2007                                                                                                        
|                                                                                                                        
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