UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON, D.C. 20549




FORM
10-Q





(MARK
ONE)





|X|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934





For
the quarterly period ended August 31, 2008





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





ELYSIUM INTERNET,
INC.


(Exact
name of registrant as specified in its charter)







Utah
            
            33-0052057(State
      or other jurisdiction of incorporation or organization)
            
            (I.R.S.
      Employer Identification No.)





300 State St.
East, Suite 226, Oldsmar, Florida 34677


(Address
of principal executive offices) (Zip Code)





(727)
417-7807


(Registrant's
telephone number, including area code)




US Biodefense, Inc.


(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. x
Yes o
  No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of “large accelerated filer,” “accelerated filer” and “smaller
reporting company” in Rule 12b-2 of the Exchange Act.




Large accelerated
      filer  o
            Accelerated
      filer  oNon-accelerated
      filer (Do not check if a smaller reporting company)  o
            Smaller
      reporting company  x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).   o Yes   x No




As of
October 13, 2008, the registrant had 14,173,375 shares of common
stock, par value $0.001, outstanding.









ELYSIUM INTERNET, INC.TABLE
      OF CONTENTSPART
      I. FINANCIAL INFORMATION
            
            PageItem 1. Financial
      Statements
            
            
            1Item
      2. Management's Discussion and Analysis of Financial
      Condition and Results of Operations
            
            
            2Item
      3. Quantitative and Qualitative Disclosures
      About Market Risk
            
            
            2Item 4(T).
      Controls and
      Procedures
            
            
            2PART II. OTHER
      INFORMATIONItem
      1. Legal Proceedings
            
            
            3Item
      1A. Risk Factors
            
            
            3Item
      2. Unregistered Sales of Equity Securities
      and Use of Proceeds
            
            
            3Item
      3. Defaults Upon Senior
      Securities
            
            
            3Item
      4. Submission of Matters to a Vote of
      Security Holders
            
            
            3Item
      5. Other Information
            
            
            3Item 6.
      Exhibits
            
            
            3











PART
I - FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS




Condensed
      Consolidated Financial Statements (Unaudited)
            
            PageBalance Sheets - August 31, 2008 and
      November 30, 2007
            
            F-1Statements of Operations - Three and Nine
      months ended August 31, 2008 and August 31, 2007
            
            F-2Statements of Cash Flows - Nine months ended August 31,
      2008 and August 31, 2007
            
            F-3Notes to Condensed Consolidated Financial
      Statements
            
            F-4






1


Table of Contents




ELYSIUM
      INTERNET, INC. AND SUBSIDIARIESBALANCE
    SHEETSAUGUST 31, 2008 AND NOVEMBER
      30, 2007Assets
              
              2008
              
              
              2007Current
    assetsCash
              
              $
              952
              
              
              $
              359Accounts
      receivable
              
              
              7,691
              
              
              
              -Unamortized
      debt discount - Smash Click
              
              
              61,180
              
              
              
              -Unamortized
      debt discount - FTS
              
              
              176,897
              
              
              
              -Deferred
      finance charges
              
              
              17,361
              
              
              
              -Total current
      assets
              
              
              264,081
              
              
              
              359Domain
      portfolio
              
              
              1,391,645
              
              
              
              -Net
      assets of discontinued operations
              
              
              -
              
              
              
              49,092Total
      assets
              
              
              1,655,726
              
              
              
              49,451Liabilities and Stockholders'
      DeficitCurrent
      liabilitesAccounts
      payable and accrued expenses
              
              
              20,703
              
              
              
              -Related party payables, net
              
              
              592,711
              
              
              
              -Capital
      lease obligation-current portion
              
              
              21,411
              
              
              
              -Note payable - Smash Click (face value $1,000,000)
              
              
              647,777
              
              
              
              -Fair value of embedded derivative - Smash Click
              
              
              670,593
              
              
              
              -Fair value of embedded derivatives - FTS
              
              
              1,433,036
              
              
              
              -Net liabilities of discontinued operations
              
              
              -
              
              
              
              55,146Total current liabilities
              
              
              3,386,231
              
              
              
              55,146Capital
      lease obligation
              
              
              76,722
              
              
              
              -Note payable related party -
      FTS (face value $1,500,000)
              
              
              66,964
              
              
              
              -Settlement
      reserve
              
              
              160,000
              
              
              
              190,000Total
      liabilities
              
              
              3,689,917
              
              
              
              245,146Commitments
      and contingenciesStockholders'
      deficit:Common stock 250,000,000 shares authorized, $0.001 par
      value,14,054,375 and
      63,284,047 shares issued and outstanding at August 31, 2008 and
      November 30, 2007
              
              
              14,054
              
              
              
              63,284Stock
      subscription receivable
              
              
              (169,500
              )
              
              
              -Additional
      paid in capital
              
              
              5,595,621
              
              
              
              4,677,496Other
      comprehensive deficit
              
              
              -
              
              
              
              (52,500
              )Preferred
      stock dividend
              
              
              (1,253,229
              )
              
              
              -Accumulated
      deficit
              
              
              (6,221,137
              )
              
              
              (4,883,975
              )Total
      stockholders' deficit
              
              
              (2,034,191
              )
              
              
              (195,695
              )Total liabilities and
      stockholders' deficit
              
              $
              1,655,726
              
              
              $
              49,451See
      notes to financial statements.


F-1


Table of Contents





ELYSIUM INTERNET, INC. AND
      SUBSIDIARIESSTATEMENTS OF
      OPERATIONSFOR THE THREE AND NINE MONTHS
      ENDED AUGUST  31, 2008 AND 2007Three months
      ended
              
              Nine months
      endedAugust 31,
              
              
              August
  31,2008
              
              2007
              
              
              2008
              
              2007REVENUESTotal
    revenues
              
              $
              22,199
              
              -
              
              $
              32,587
              
              -EXPENSESGeneral and administrative
      expenses
              
              
              213,192
              
              -
              
              
              858,009
              
              -Loss from fair value of
      derivatives
              
              
              318,370
              
              -
              
              
              318,370
              
              -Interest
      expense
              
              
              91,778
              
              -
              
              
              91,778
              
              -Impairment of
      assets
              
              
              -
              
              -
              
              
              49,092
              
              -Total expenses
              
              
              623,340
              
              -
              
              
              1,317,249
              
              -Loss from continuing
      operations
              
              $
              (601,141)
              
              -
              
              $
              (1,284,662)
              
              -Loss from
      discontinued operations
              -
              
              (89,716)
              
              
              -
              
              (688,598)Net loss
              
              $
              (601,141)
              
              (89,716)
              
              $
              (1,284,662)
              
              (688,598)Weighted average number of shares
      outstanding
              
              
              13,994,592
              
              58,970,713
              
              
              9,280,166
              
              48,681,547Basic and diluted net income
      (loss) per common share
              
              $
              (0.04)
              
              (0.00)
              
              $
              (0.14)
              
              (0.01)See
      notes to financial statements.




F-2


Table of
Contents


ELYSIUM
      INTERNET, INC. AND SUBSIDIARIESSTATEMENTS OF CASH
      FLOWFOR THE NINE MONTHS ENDED AUGUST
      31, 2008 AND 20072008
              
              
              2007Cash flows from operating
      activities:Net
      income (loss)
              
              $
              (1,284,662
              )
              
              $
              (688,598
              )Adjustments to reconcile net
      income (loss) to net cash from operating
activities:Depreciation
              
              
              -
              
              
              
              618Amortization of debt discount and deferred finance
      charges
              
              
              91,778
              
              
              
              -Change in
      fair value of embedded derivatives
              
              
              318,370
              
              
              
              -Impairment of assets
              
              
              49,092
              
              
              
              -Stock
      compensation
              
              
              397,670
              
              
              
              454,350Preferred stock dividends
              
              
              (1,253,229
              )
              
              
              -Changes in operating assets and
      liabilities:Accounts
      receivable
              
              
              (7,691
              )
              
              
              -Unamortized debt discount and deferred finance
    charges
              
              
              (347,216
              )Accounts
      payable and accrued expenses
              
              
              20,703
              
              
              
              -Settlement reserve
              
              
              (30,000
              )
              
              
              -Change in net assets of discontinued operations
              
              
              -
              
              
              
              28,711Change in net liabilities of discontinued operations
              
              
              (55,146
              )
              
              
              15,212Total cash flows from operating
      activities
              
              
              (2,100,331
              )
              
              
              (189,707
              )Cash flows from investing
      activities:Purchase
      of domain names
              
              
              (1,391,645
              )
              
              
              -Cash flows from financing
      activities:Advances
      from related parties, net
              
              
              592,711
              
              
              
              185,500Note
      payable - FTS Group, Inc.
              
              
              1,500,000
              
              
              
              -Note
      receivable for sale of common stock
              
              
              (169,500
              )
              
              
              -Capital
      lease payments
              
              
              (8,921
              )
              
              
              -Proceeds
      from sale of common stock
              
              
              534,446
              
              
              
              -Proceeds
      from capital lease financings
              
              
              107,054
              
              
              
              -Proceeds
      from non-interest bearing note
              
              
              1,000,000
              
              
              
              -Reverse split
              
              
              (63,221
              )
              
              
              -Total cash flows from financing
      activities
              
              
              3,492,569
              
              
              
              185,500Increase (decrease in) cash and
      cash equivalents
              
              
              593
              
              
              
              (4,147
              )Cash and cash equivalents,
      beginning of period
              
              
              359
              
              
              
              22,663Cash and cash equivalents, end of
      period
              
              $
              952
              
              
              $
              18,516Supplemental
      disclosure of cash flow information:Income taxes
      paid
              
              $
              -
              
              
              $
              -Interest expense
      paid
              
              $
              -
              
              
              $
              -Net cash
      investing and financing activities:Purchase
      of domain names
              
              $
              (1,391,645
              )
              
              $
              -Note
      Payable - FTS Group, Inc.
              
              $
              1,500,000
              
              
              $
              -Proceeds
      from non-interest bearing note
              
              $
              1,000,000
              
              
              $
              -See notes
      to financial statements.


F-3


Table of Contents




Elysium Internet, Inc.


Notes
to Financial Statements




Note 1 - Background and Summary of
Significant Accounting Policies




The Company




Elysium
Internet, Inc. (the "Company"), a Utah Corporation, operates out of its
headquarters at 300 State Street East, Suite 226 Oldsmar, Florida.




The
Company originally incorporated under the name Teal Eye, Inc. in Utah on June
29, 1983. The Company then merged with Terzon Corp. and changed its name to
Terzon Corp. On September 7, 1984, the Company changed its name to Candy
Stripers Corporation, Inc. In 1986, the Company ceased operations and filed for
Chapter 11 Bankruptcy protection. After emerging from bankruptcy in 1993,
the Company remained dormant until January 1998, when it changed its
name to Piedmont, Inc. on January 6, 1998. On May 31, 2003, the Company
changed its name to US Biodefense, Inc.





Effective
January 10, 2008, the Company experienced a change in control as the result of a
series of transactions. Effective on that date, the Company executed an
employment agreement with Scott Gallagher pursuant to which he became the
Chairman of the board of directors and Chief Executive Officer of the Company.
Simultaneously, the former Chairman, David Chin, resigned as an officer and
director of the Company leaving Mr. Gallagher as its sole director. As a
result of these transactions Mr. Gallagher assumed control of the
Company.





On April
4, 2008, the Company acquired 100% of the assets of Elysium Internet, Inc., a
direct navigation Internet media company, in exchange for stock and a $1,500,000
promissory note to FTS Group, Inc. FTS Group, Inc. is an issuer traded on
the Over-the-Counter Bulletin Board. In 2008, the Company amended its Articles
of Incorporation, as amended, and effective July 28, 2008, changed its
name to Elysium Internet, Inc. and began trading under its new ticker
symbol “EYSM”. The Company's Chairman and Chief Executive Officer, Scott
Gallagher, also serves as the Chairman and Chief Executive Officer of
FTS Group, Inc.




Control
By Principal Shareholder
 
 The Chief
Executive Officer of the Company owns, beneficially and in the aggregate, the
majority of the voting power of the outstanding shares of the common stock of
the Company. Accordingly, the Chief Executive Officer has the ability to control
the approval of most corporate actions, including increasing the authorized
capital stock of the Company and the dissolution, merger or sale of the
Company's assets or business.
 
 Significant
Dilution of Current Shareholders Upon Contingent Issuance of Common
Stock
 
 The
Company entered into an agreement with Smash Clicks, Inc. to acquire the
Internet domains Podiatrists.com, Pediatricians.com and Psychiatrists.com.
 
 The
Company's management, which includes the majority shareholder of the Company,
has the right to begin making payments on the $1,000,000 note with Smash Clicks
at any point in time in the form of a common stock issuance. The Company is
scheduled to make payments on the Smash Clicks note beginning January 1, 2009
but the Company has sole discretion over when and if payments on the payment
dates or any other date are made in full to satisfy the entire Smash Clicks note
or the balance due on that particular date. The common stock to be issued is
determined by dividing the payment amount by 94% of the average closing price of
the Company's common stock as quoted on the Over-the-Counter Bulletin Board over
the preceeding five trading days. The table below provides disclosure of the
amount of shares the Company could have elected to issue in full payment of the
$1,000,000 Smash Clicks note on June 1, 2008.
  Shares
potentially issuable relating to the Smash Clicks note. If the Company
makes the scheduled payments in shares of its common stock, there will
be a dilutive effect on existing shareholders.
  Shares of common stock outstanding as of October
      14, 2008
                14,173,375Shares
      of common stock potentially issuable pursuant to debt conversions
      with the Company's stock trading at $0.10 (conversion rate 94%)
      or $0.094
                10,638,298Shares
      of common stock potentially issuable pursuant to debt conversions
      with the Company's stock trading at $0.05 (conversion rate 94%)
      or $0.047
                21,276,596Shares
      of common stock potentially issuable pursuant to debt conversions
      with the Company's stock trading at $0.03 (conversion rate 94%)
      or $0.0282
                35,460,993Shares
      of common stock potentially issuable pursuant to debt conversions
      with the Company's stock trading at $0.02 (conversion rate 94%)
      or $0.0188
                53,191,489Shares
      of common stock potentially issuable pursuant to debt conversions
      with the Company's stock trading at $0.01 (conversion rate 94%)
      or $0.0094
                106,382,979
 The
Company does not have any plans at this time to exercise its right to issue
common stock in partial or full payment of the Smash Clicks note but it does
have the right to do so at any point in time. If the Company does elect to
exercise this right, it is very likely that the value of the Company's
common stock and the investment of each of the Company shareholders will be
severely diluted.


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.




Going
Concern




The
Company incurred a net loss for the nine months ended August 31, 2008 of
$1,224,787 and at August 31, 2008, had an accumulated deficit of $6,161,262. In
addition, the Company generated minimal revenue from its operations. These
conditions raise substantial doubt as to the Company's ability to continue as a
going concern. These financial statements do not include any adjustments that
might result from the outcome of this uncertainty. These financial statements do
not include any adjustments relating to the recoverability and classification of
recorded asset amounts, or amounts and classification of recorded asset amounts,
or amounts and classification of liabilities that might be necessary should the
Company be unable to continue as a going concern.




Management
plans to take the following steps that it believes will be sufficient to provide
the Company with the ability to continue in existence: raise funds
through the issuance of its common stock, debt instruments or other means
that it deems necessary; and acquire or develop business and business
assets related to its new Internet domain and media oriented business
model.




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
and 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




The
Company's financial instruments, including cash and capital leases, approximate
fair value due to their short maturities.




Revenue Recognition




The
Company recognizes revenue in accordance with SAB 101 when it makes a sale
through its directory business. Sales revenues generated from third-party
aggregators (such as 2checkout.com and GlobalPay.com) are recognized in the
month they are made.




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 are reviewed to determine if their carrying value has become
impaired. The Company considers assets to be impaired if the balances are
greater than six months old. Management regularly reviews accounts receivable
and will establish an allowance for potentially uncollectible amounts when
appropriate. When accounts are written off, they will be charged against the
allowance. Receivables are not collateralized and do not bear
interest.




Concentration
of Credit Risk




Financial
instruments that subject the Company to concentrations of credit risk
include cash and cash equivalents.




The
Company maintains its cash in a well-known regional bank, which is 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.




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 are 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 results of
operations.




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. The Company uses an estimate of the related
undiscounted cash flows over the remaining life of the fixed assets in measuring
their recoverability.




Intangible Assets
  The
Company has adopted the provision of the SFAS No. 142, “Goodwill and Intangible
Assets”, which revises the accounting for purchased goodwill and intangible
assets. Under SFAS No. 142, goodwill and intangible assets with indefinite lives
are no longer amortized and are tested for impairment annually. The
determination of any impairment would include a comparison of estimated future
operating cash flows anticipated during the remaining life with the net carrying
value of the asset as well as a comparison of the fair value to book value of
the Company.
  The
Company’s intangible assets, which consist of its portfolio of generic domain
names, have been determined to have an indefinite life and as a result are no t
amortized. Management has determined that there is no impairment of the carrying
value of intangible assets at August 31, 2008.
 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.




In July,
2006, the FASB issued FASB Interpretations No. 48, Accounting for Uncertainty in Income
Taxes - an interpretation of FASB Statement No. 109 (“FIN 48”), which
clarifies the accounting for uncertainty in tax positions taken or expected to
be taken in a return. FIN 48 provides guidance on the measurement, recognition,
classification and disclosure of tax positions, along with accounting for the
related interest and penalties. FIN 48 became effective as of January 1, 2007
and had no impact on the Company’s consolidated financial
statements.


Net
Earnings (Loss) Per Share




The
Company utilizes SFAS No. 128, Earnings per
Share to calculate gain or loss per share. Basic gain or loss per share
is computed by dividing the gain or loss available to common stockholders (as
the numerator) by the weighted-average number of common shares outstanding (as
the denominator). Diluted gain or loss per share is computed similar to basic
gain or loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if all
potential common stock (including common stock equivalents) had all been issued,
and if such additional common shares were dilutive. Under SFAS No. 128, if the
additional common shares are dilutive, they are not added to the denominator in
the calculation. Where there is a loss, the inclusion of additional common
shares is anti-dilutive (since the increased number of shares reduces the per
share loss available to common stock holders). For certain periods in which the
Company incurred a loss, common stock equivalents have been excluded from the
calculation of diluted loss per share.




There
were no common stock equivalents as of August 31, 2008 or 2007,
respectively.




The following table reconciles the
      numerators and denominatiors of the basic and diluted loss per share
      computations:Three Months Ended August
      31
              
              Nine Months Ended August
      312008
              
              
              2007
              
              
              2008
              
              
              2007Net income attributable to common
      stockholder-(numerator)
              $
              (601,141)
              
              $
              (89,716
              )
              $
              (1,284,662
              )
              $
              (688,598
              )Basic:Weighted average
      shares outstanding (denominator)
              
              13,994,592
              
              
              58,970,713
              
              
              9,280,166
              
              
              48,681,547Net income per common
      share - basic
              $
              (0.04)
              
              $
              (0.00
              )
              $
              (0.14
              )
              $
              (0.01
              )Diluted:Weighted average
      shares outstanding - basic
              
              13,994,592
              
              
              58,970,713
              
              
              9,280,166
              
              
              48,681,547Effect of dilutive
      securities
              
              19,074,319
              
              
              -
              
              
              37,649,336
              
              
              -Adjusted wieghted average share
      (denominator)
              
              33,068,911
              
              
              58,970,713
              
              
              46,929,502
              
              
              48,681,547Net income per common share
      (diluted)
              $
              (0.04)
              
              $
              (0.00
              )
              $
              (0.14
              )
              $
              (0.01
              )The effects of all dilutive
      securities have been excluded from Common Stock equivalents because their
      effect would be anti-dilutive. At August 31, 2008, there were
      no options and warrants
outstanding.


Stock-Based
Compensation




Effective
January 1, 2006, the Company prospectively adopted SFAS 123R, "Share-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 includes 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 SFAS 123R. Stock-based
compensation is recognized ratably over the vesting period.




Recent Accounting
Pronouncements




In
December 2007, the FASB issued SFAS No. 160 “Noncontrolling Interests in
Consolidated Financial Statements”, and simultaneously revised SFAS 141
“Business Combinations”.  This Statement applies prospectively to
business combinations for which the acquisition date is on or after the
beginning of the first annual reporting period beginning on or after December
15, 2008, which, for the Company, would be the fiscal year beginning January 1,
2009. An entity may not adopt the policy before the transitional
date.  The Company is currently assessing the impact of SFAS No. 160
and the revision of SFAS 141 on its financial position and results of
operations.




In
February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for
Financial Assets and Financial Liabilities". This Statement permits entities to
choose to measure many financial assets, financial liabilities, and certain
other items at fair value, with the objective of improving financial reporting
by mitigating volatility in reported earnings caused by measuring related assets
and liabilities differently without having to apply complex accounting
provisions. Most of the provisions of SFAS No. 159 apply only to entities that
elect the fair value option. The provisions of SFAS No. 159 were adopted January
1, 2008. The Company elected the Fair Value Option for its financial assets and
liabilities; however, the adoption of SFAS No. 159 had no material impact on the
Company’s interim consolidated financial statements.




In
September 2006, the FASB issued SFAS No. 157, "Fair Value Measures". This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), expands disclosures about
fair value measurements, and applies under other accounting pronouncements that
require or permit fair value measurements. SFAS No. 157 does not require any new
fair value measurements. However, the FASB anticipates that for some entities,
the application of SFAS No. 157 will change current practice. The effective date
of SFAS No. 157 was deferred on February 12, 2008 to become effective for
financial statements issued for fiscal years beginning after November 15, 2008,
which for the Company would be the fiscal year beginning January 1, 2009. The
Company is currently assessing the impact of SFAS No. 157 on its financial
position and results of operations.




In
September 2006, the Securities and Exchange Commission issued Staff Accounting
Bulletin No. 108 “Considering the Effects of Prior Year Misstatements in Current
Year Financial Statements” (“SAB 108”).  SAB 108 provides guidance on
consideration of the effects of prior year misstatements in quantifying current
year misstatements for the purpose of a materiality assessment.  SAB
108 is effective for fiscal years ending after November 15, 2006.  The
adoption of SAB 108 did not have an impact on the Company’s consolidated
financial statements.







F-4


Table of Contents




Note 2 - 1-For-1,000 Reverse Stock
Split




In
November 2007, the Company’s Board of Directors authorized the Company to
proceed with a 1-for-1,000 reverse stock split, effective on December 3, 2007,
which had been approved by the Company’s consenting shareholder on the record
date of November 12, 2007. The Company’s common stock began trading at the
split-adjusted level on January 11, 2008.




As the
reverse stock split proportionally reduced the issued and outstanding shares of
common stock of the Company, without any change to the authorized number of
shares or the par value, the “common stock” balance on the condensed
consolidated balance sheet at August 31, 2008, and all share and per share data
contained in this Quarterly Report on Form 10-Q, unless otherwise indicated, has
been adjusted to reflect the 1-for-1,000 reverse stock split.




Note 3 - 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.




The
Company utilizes SFAS No. 128, Earnings per
Share to calculate gain or loss per share. Basic gain or loss per share
is computed by dividing the gain or loss available to common stockholders (as
the numerator) by the weighted-average number of common shares outstanding (as
the denominator). Diluted gain or loss per share is computed similar to basic
gain or loss per share except that the denominator is increased to include the
number of additional common shares that would have been outstanding if all
potential common stock (including common stock equivalents) had all been issued,
and if such additional common shares were dilutive. Under SFAS No. 128, if the
additional common shares are dilutive, they are not added to the denominator in
the calculation. Where there is a loss, the inclusion of additional common
shares is anti-dilutive (since the increased number of shares reduces the per
share loss available to common stock holders). For certain periods in which the
Company incurred a loss, common stock equivalents have been excluded from the
calculation of diluted loss per share.
  There
were no common stock equivalents as of August 31, 2008 or 2007,
respectively.
  The following table reconciles the
      numerators and denominatiors of the basic and diluted loss per share
      computations:Three Months Ended August
      31
                
                Nine Months Ended August
      312008
                
                
                2007
                
                
                2008
                
                
                2007Net income attributable to common
      stockholder (numerator)
                $
                (601,141
                )
                $
                (89,716
                )
                $
                (1,284,662
                )
                $
                (688,598
                )Basic:Weighted average
      shares outstanding (denominator)
                
                13,994,592
                
                
                58,970,713
                
                
                9,280,166
                
                
                48,681,547Net income per common
      share - basic
                $
                (0.04
                )
                $
                (0.00
                )
                $
                (0.14
                )
                $
                (0.01
                )Diluted:Weighted average
      shares outstanding - basic
                
                13,994,592
                
                
                58,970,713
                
                
                9,280,166
                
                
                48,681,547Effect of dilutive
      securities
                
                19,350,639
                
                
                -
                
                
                37,925,656
                
                
                -Adjusted wieghted average share
      (denominator)
                
                33,345,231
                
                
                58,970,713
                
                
                47,205,822
                
                
                48,681,547Net income per common share
      (diluted)
                $
                (0.04
                )
                $
                (0.00
                )
                $
                (0.14
                )
                $
                (0.01
                )The effects of all dilutive
      securities have been excluded from Common Stock equivalents because their
      effect would be anti-dilutive. At August 31, 2008, there were
      no options and warrants
outstanding.


Note
4 - Common Stock Transactions
  During
the three months ended May 31, 2007, the Company issued 9,245,000 shares of
common stock to two entities as consideration for consulting services performed
valued at $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 due to him to compensate
him for employment services performed valued at $100,000.
  During
the three months ended August 31, 2007, the Company issued 2,000,000 shares of
common stock to an individual as consideration for consulting services performed
valued at $22,000.
  During
the three months ended August 31, 2007, the Company issued 980,000 shares of
common stock to an individual as consideration for consulting services performed
valued at $7,840.
  During
the three months ended January 31, 2008, the Company issued 400,000 shares of
common stock to an individual as consideration for consulting services performed
valued at $60,000.
  During
the three months ended February 29, 2008, the Company issued 5,000,000 shares of
common stock to Scott Gallagher in exchange for $150,000.
  During
the three months ended February 29, 2008, the Company issued 5,000,000 shares of
common stock to 221 Fund, LLC in exchange for $150,000.
  During
the three months ended May 31, 2008, we issued 1,750,000 shares of our
common stock to individuals as compensation for consulting services
rendered, valued at $175,000.
  During
the three months ended May 31, 2008, we issued 110,000 shares of our
common stock to individuals as compensation for consulting services
rendered, valued at $11,000.
  During
the three months ended May 31, 2008, we issued 200,000 shares of our
common stock to individuals as compensation for consulting services
rendered, valued at $20,000.
  During
the three months ended May 31, 2008, we issued 500,000 shares of our
common stock to individuals as compensation for consulting services
rendered, valued at $50,000.
  During
the quarter ended May 31, 2008, we issued 750,000 shares of our common
stock to our directors as full compensation for serving on our
board during 2008.
  During
the three months ended May 31, 2008, we issued 250,000 shares of our
common stock to two individuals as compensation for consulting services
rendered, valued at $37,500.


Note 5 - Discontinued
Operations




As of
September 24, 2007, the Company completed a spin-off of Emergency Disaster
Systems, Inc., a wholly-owned subsidiary of Elysium Internet, Inc. (formerly “US
Biodefense, Inc."). Under the terms of this spin-off, shareholders of
record as of September 7, 2007, the record date, received one share of
Emergency Disaster Systems, Inc. common stock for every 100 shares of
Elysium Internet, Inc. common stock they held on the record
date. Shareholders received cash in lieu of fractional shares for amounts
less than one full Emergency Disaster Systems, Inc. share.




In
accordance with Statement of Financial Standards No. 144 “Accounting for the
Impairment or Disposal of Long-Lived Assets," (SFAS 144) revenues and expenses
associated with Emergency Disaster Systems, Inc. are classified as
discontinued operations for the year ended November 30, 2007. The same
classification as discontinued operations required by SFAS 144 is also required
for previously issued financial statements for each period incorporated in this
report. Consequently, the comparative income statement for the three months
ended August 31, 2007 has been revised to reflect the operation of
Emergency Disaster Systems, Inc. as discontinued operation.




Results
from discontinued operations were as follows:




Nine
      months ended August 31, 2007Revenues
            
            $
            162,751Cost
      of tangible products sold
            
            
            (107,183
            )55,568Expenses
            
            
            (314,816
            )Income (loss)
      from discontinued operations
            
            $
            (259,248
            )Basic
      and diluted net income (loss) per common share
            
            $
            0.00




Note 6
- Rescission Offer





Upon
taking control of the Company, new management identified a problem relating to
the Company’s September 24, 2007 spin-off of its wholly-owned subsidiary
Emergency Disaster Systems, Inc. The Company intends to issue a
rescission offer to shareholders who received shares of Emergency Disaster
Systems, Inc. in the September 24, 2007 distribution. The Company is issuing
this rescission offer because it believes the distribution may have been in
violation of certain registration requirements under the Securities Act of 1933,
as amended.





The
Company estimates that the rescission offer of its September 2007 distribution
of shares of Emergency Disaster Systems could cost it $18,985 plus additional
legal and accounting expenses. The Company currently does not have sufficient
cash to pay for such a rescission offer. However, the Company believes
that it will not need the total amount of such funds because it believes
the holders of a majority of the shares distributed will not participate in such
a rescission. In the event that the Company does have to pay the total
amount, it will have to borrow funds to cover those expenses. The Company may
not have access to such funds which could cause further liability under federal
and state law. Additionally, if the Company borrows such funds, it will increase
its debt which could inhibit the Company from implementing its business plan.
The Company has set up a reserve account of up to $100,000 to cover any and all
anticipated legal, accounting and filing costs related to the spin-off and
rescission offer.




There is
considerable legal uncertainty under both federal and state securities laws
concerning the effectiveness of using rescission offers, general waivers
and releases. The rescission offer may not terminate any or all potential
contingent liability that the Company may have in connection with the
September 24, 2007 distribution. In addition, the Company may not be able
to enforce the waivers it may receive in connection with the rescission offer to
bar any claims based on allegations of federal or state securities law
violations that the rescission offerees who accept the offer may have,
until the applicable statutes of limitations have run.





While the
Company believes this rescission offer will satisfy certain requirements and
laws, the conditions and criteria for satisfying federal and most state
rescission requirements are predicated primarily on factual circumstances rather
than on objective standards. Given the size of the Company and its
working capital deficit, the Company may not have sufficient funds to satisfy
any additional rescission rights and costs in which case the Company's
future results of operations could be adversely affected and it could be forced
to cease operations.




Note 7
- Commitments and Contingencies




On
November 6, 2006, Sandra Sawyer filed a suit in Los Angeles Superior Court
against US Biodefense, Inc. and David Chin, the Company’s former officer and
director at the time the lawsuit was filed, alleging a breach of contract in
relation to Mr. Chin's purchase of the Company from Ms. Sawyer. On
April 20, 2007, Mr. Chin filed a cross-complaint against Ms. Sawyer also
alleging a breach of contract. On November 21, 2007, the Company reached a
settlement with Ms. Sawyer, whereby the Company agreed to pay to Ms. Sawyer an
aggregate sum of $90,000 over 15 months. In the event of default, the Company
will be required to pay Ms. Sawyer a sum of $225,000 less any payments made
under this agreement. As of August 31, 2008 the Company was behind on one
payment of $5,000 due for the month of August.




Note 8
- Domain Acquisition From Smash Clicks





On June
1, 2008, the Company entered into an Internet Domain
Name Purchase Agreement with Smash Clicks, Inc., pursuant to which the
Company agreed to purchase 100% of the domain names Pediatricians.com,
Psychiatrists.com and Podiatrists.com in a contract value of $1,000,000 payable
in cash or stock at the Company's option.





The
amount due under the contract was set forth in a Promissory Note which is
payable by the Company in quarterly installments of $300,000 beginning
on January 1, 2009, payable in either cash or stock at the Company's
option. If the Company elects to make payments in stock, the amount of
shares to be issued will be calculated at 94% of the average closing price
of the Company's common stock for the proceeding five trading days as
traded on the Over-the-Counter Bulletin Board stock market. The Promissory Note
is due October 31, 2009; with a payment schedule as follows:




Date
            
            
            Payment AmountJanuary
      1, 2009
            
            $
            300,000April
      1, 2009
            
            
            300,000July 1,
      2009
            
            
            300,000October 1,
      2009
            
            
            100,000Total
            
            $
            1,000,000




Note
9 - Relationship with FTS Group, Inc. and Related Party
Transactions





FTS
Group, Inc.’s Ability to Maintain Percentage Ownership Interest in the
Company's Stock





On April
4, 2008, the Company entered into an asset purchase agreement pursuant to which
it acquired the assets of Elysium Internet, Inc., a wholly-owned Subsidiary of
FTS Group, Inc. in exchange for a $1,500,000 promissory note due to be paid by
January 3, 2010. The Company shall make minimum monthly payments of $125,000
beginning 30 days after the Company has closed a financing of at least $250,000
dollars. If no financing occurs prior to the Maturity Date (January 3, 2010),
the Note may be convertible into common shares.





If the
Company has been declared in default or no financing of at least $250,000 has
been closed by January 3, 2010, the holder will have the right to convert the
outstanding amounts of the Note from time to time into shares of the Company’s
common stock at a conversion rate of 70% of the closing price of the Company’s
common stock as reported on the Over-the-Counter Bulliten Board for
the five trading days prior to a written conversion notice being issued to the
Company. The holder retains the right to convert up to 15% of the outstanding
balance under the Note into shares of the Company’s common stock at any time
after 90 days from the issuance date of the Note at a rate of 85% of the average
closing price of the Company’s common stock as reported to the Over-the-Counter
Bulliten Board for the five trading days prior to the conversion
request.





Also
relating to the April 4, 2008 asset purchase agreement, the Company agreed to
issue to FTS Group, Inc. shares of a new class of preferred stock, Series “B”.
The Series B preferred shares are convertible into 60% of the issued and
outstanding shares of the Company’s common stock as of the date of the seller’s
first conversion notice. As a result of these transactions, FTS Group, Inc. is
deemed to have a beneficial ownership interest under FAS No. 57, “Related Party
Disclosures” (FAS 57), of more than 10% of the Company's voting
stock.





Related
Party Transactions





The
Company's Chairman and Chief Executive Officer, Mr. Scott Gallagher
controls directly and indirectly an aggregate of 10,250,000 shares
of the Company's common stock or 72.9% of the common shares
currently outstanding as of October 13, 2008. Further Mr. Gallagher is the
Chairman and Chief Executive Officer of FTS Group, Inc. As a result, Mr.
Gallagher is deemed to have beneficial ownership interest under FAS No. 57,
“Related Party Disclosures” (FAS 57), of more than 10% of our voting
stock.





The
Company has outstanding notes and loans payable to related parties of
$592,711 at August 31, 2008. The notes are non-interest bearing, and are
due on demand.




The
Company had a stock subscription receivable of $169,500 from a related party at
August 31, 2008. The note was non-interest bearing.




F-5




Table of Contents






Item 2. Management's Discussion and Analysis and Results of
Operations





Forward-Looking Statements





This
report on Form 10-Q contains forward-looking statements that involve risks and
uncertainties. You should not place undue reliance on these forward-looking
statements. Our actual results could differ materially from those
anticipated in the forward-looking statements for many reasons, including the
risks described in this report, our annual report on Form 10-KSB and other
filings we make from time to time with the Securities and Exchange Commission.
Although we believe the expectations reflected in the forward-looking statements
are reasonable, they relate only to events as of the date on which the
statements are made. We do not intend to update any of the forward-looking
statements after the date of this report to conform these statements to actual
results or to changes in our expectations, except as required by
law.




Overview





We
incorporated in the State of Utah on June 29, 1983 under the name Teal Eye,
Inc. In 1984, we merged with Terzon Corporation and changed our name to
Terzon Corporation. On September 7, 1984, we changed our name to Candy Stripers
Candy Corporation and engaged in the business of manufacturing and selling candy
and gift items to hospital gift shops across the country. 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 31,
2003, we changed our name from Piedmont, Inc. to US Biodefense,
Inc.





On August
7, 2006, we completed the acquisition of Emergency Disaster Systems, Inc., a
California corporation incorporated on July 19, 2006. Emergency Disaster
Systems was engaged in the business of disaster mitigation and emergency
preparedness. We purchased a 100% interest in Emergency Disaster Systems
for an aggregate of $25,000 in cash. On September 24, 2007, we distributed
all of the shares of Emergency Disaster Systems stock to our shareholders on a
pro rata basis and thus exited that business.




Effective
January 10, 2008, we experienced a change in control as the result of a series
of transactions. Effective on that date, we executed an employment agreement
with Scott Gallagher pursuant to which he became the Chairman of our
board of directors and our Chief Executive Officer. Simultaneously, our former
Chairman, David Chin, resigned as an officer and director of our
Company leaving Mr. Gallagher as our sole director. Also effective
as of that date, Mr. Gallagher and a company controlled by him, 221 Fund,
LLC, acquired 95.6% of our common stock. As a result of these transactions Mr.
Gallagher assumed control of our Company.





On April
4, 2008, we acquired 100% of the shares of Elysium Internet, Inc., a direct
navigation Internet media company in exchange for stock and a note to FTS Group,
Inc. Our Chairman and Chief Executive Officer, Scott Gallagher, is also the
Chairman and Chief Executive Officer of FTS Group, Inc.





Results
of Operations





Revenue





For the
three months ended August 31, 2008, we reported total revenues of $22,199,
compared to no revenues for the same period ended August 31, 2007. For the nine
months ended August 31, 2008, we reported total revenues of $32,587
compared to no revenues for the same period ended August 31, 2007. The increase
in revenues for the year over year and sequential period was due to the change
of business direction experienced on April 4, 2008 and increased sales of our
Internet directory products.





Expenses





Total
expenses for the three months ended August 31, 2008 were $623,340 compared to no
expenses related to continuing operations for the period ended August 31,
2007. Total expenses for the nine months ended August 31, 2008 were $1,317,249
compared to no expenses related to continuing operations for the same
period ended August 31, 2007. The increase in expenses are primarily related to
an increase of $858,009 in general and
administrative expenses, an increased expense of $318,370 in
derivative fair value expense relating to the Smash Clicks domain acquisition,
$91,778 of interest expense and $49,092 impairment of assets. Year over
year comparisons are difficult to quantify due to the change in business
direction. We expect expenses to continue to increase as we acquire additional
domain names, build out new web sites and increase our sales and marketing
efforts.




We expect
to continue to incur increased expenditures in the foreseeable future related to
the development and future expansion of our new business operations. Over
the next 12-month period we expect overall operating expenses to increase as we
pursue business opportunities in the Internet domain and related Internet media
space.





Losses




Our net
loss for the three months ended August 31, 2008 was $601,141, compared to a net
loss of $0 for the same period ended August 31, 2007. Our net loss for the nine
months ended August 31, 2008 was $1,284,662, compared to a net loss of $688,598
for the same period ended August 31, 2007. Our net loss from discontinued
operations for the nine months ended August 31, 2008 was $688,598. The
increase in our net loss is related to an overall increase in operating
expenses as we build, market and sell products relating to our new Internet
properties. We expect to continue to post losses for the remainder of 2008 as we
seek to increase development of our newly acquired assets. We believe that as we
develop or acquire Internet domain and media related assets and businesses we
can meet our goal of becoming profitable in the next 12 to 24 months.
However, due to funding needs, market uncertainties and a variety of other
factors that are out of our control, we cannot guarantee the accuracy of our
expectations and when or if we will ever become a profitable
business.




Liquidity
and Capital Resources





As of
August 31, 2008, we had total assets of $1,655,726 consisting of $952 in cash,
$7,691in accounts
receivable, $17,361 in deferred finance charges, $61,180 of unamortized debt
discount relating to the Smash Clicks note $176,897 of unamortized debt discount
relating to the FTS note and $1,391,645 regarding our domain
portfolio. As of August 31, 2008, we had total liabilities of $3,689,917
consisting of $1,433,036 of fair value of embedded derivative related to
FTS, $670,593 of fair value of embedded derivative related to Smash Clicks,
$592,711 notes payable related party, $20,703 in accounts
payable and accrued expenses, $160,000 as a settlement reserve and $76,722
in long-term capital lease obligations, $66,964 notes payable related
party related to FTS, $647,777 note payable related party to Smash Clicks and
$21,411 in short-term capital lease obligations.





We have
limited cash on hand and will require additional capital to support strategic
acquisitions and to fund our current business development plans. We may be
unable to continue operations for the next 12 months if we are unable to
generate revenues or obtain capital infusions by issuing equity or debt
securities in exchange for cash. There can be no assurance that we will be
able to secure additional funds in the future to stay in business. Our
principal accountants have expressed substantial doubt about our ability to
continue as a going concern because we have limited operations.





Our
management anticipates the need to hire additional full or part-time employees
over the next 12 months as we continue to increase our operations. At this
time we believe that our operations are currently on a small scale that is
manageable by our current staff. While we believe that the addition of employees
is required over the next 12 months, we have retained two independent
consultants and contractors to perform development related activities and market
Internet related products and services we are currently developing.





Off
Balance Sheet Arrangements




We currently have no off-balance sheet
arrangements that have or are reasonably likely to have a current or future
material effect on our financial condition, changes in financial condition, revenues or
expenses, results of operations, liquidity, capital expenditures or capital
resources.


Item 3.  Quantitative and Qualitative
Disclosures about Market Risk





Smaller
reporting companies are not required to provide the information required by this
Item.





Item 4(T). Controls and Procedures




Disclosure
Controls and Procedures




Our
management evaluated, with the participation of our Chief Executive Officer
/ Acting Chief Financial Officer, the effectiveness of our disclosure
controls and procedures as of the end of the period covered by this quarterly
report on Form 10-Q.  Based on this evaluation, our Chief Executive
Officer / Acting Chief Financial Officer has concluded that our disclosure
controls and procedures are effective to ensure that information we are required
to disclose in reports that we file or submit under the Securities Exchange Act
of 1934 (i) is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms, and
(ii) is accumulated and communicated to our management, including our Chief
Executive Officer / Acting Chief Financial Officer, as appropriate to allow
timely decisions regarding required disclosure.  Our disclosure
controls and procedures are designed to provide reasonable assurance that such
information is accumulated and communicated to our management.  Our
disclosure controls and procedures include components of our internal control
over financial reporting.  Management’s assessment of the
effectiveness of our internal control over financial reporting is expressed at
the level of reasonable assurance that the control system, no matter how well
designed and operated, can provide only reasonable, but not absolute, assurance
that the control system’s objectives will be met.




Changes
in Internal Controls





There
were no changes in our internal control over financial reporting that occurred
during the third quarter covered by this quarterly report on Form 10-Q that
have materially affected, or are reasonably likely to materially affect, our
internal control over financial reporting.







2




PART
II - OTHER INFORMATION





Item 1.  Legal Proceedings





On
November 6, 2006, Sandra Sawyer filed a suit in Los Angeles Superior Court
against US Biodefense, Inc. and David Chin, our former officer and director,
alleging a breach of contract by Mr. Chin in relation to the purchase of our
Company by Mr. Chin from Ms. Sawyer. On April 20, 2007, Mr. Chin filed a
cross-complaint against Ms. Sawyer also alleging a breach of contract. On
November 21, 2007, we reached a settlement with Ms. Sawyer, whereby we agreed to
pay to Ms. Sawyer an aggregate sum of $90,000 over 15 months. In the event of
default, we will be required to pay Ms. Sawyer a sum of $225,000 less any
payments made under this agreement. As of August 31, 2008 the Company was behind
on one payment of $5,000 due for the month of August.




To our
knowledge, as of August 31, 2008, there was no other threatened or pending
litigation against our company or our officers or directors in their capacity as
such.





Item 1A.  Risk Factors





Smaller
reporting companies are not required to provide the information required by this
Item.





Item 2.  Unregistered Sales of Equity
Securities and Use of Proceeds




During
the quarter ended August 31, 2008, we did not sell any unregistered
securities.


Item 3. Defaults Upon Senior Securities





During
the quarter ended August 31, 2008, we had no defaults upon senior
securities.





Item 4.  Submission of Matters to a Vote
of Security Holders





During
the quarter ended August 31, 2008, we did not submit any matters to a vote of
security holders.




Item 5.  Other Information




None.




Item 6. Exhibits





3.1.
            Articles
      of Incorporation, dated June 24, 1983 (included as Exhibit 3.1 to the Form
      10SB12G filed September 1, 2000, and incorporated herein by
      reference).





3.2
            Amendment
      to the Articles of Incorporation, dated July 17, 1984 (included as Exhibit
      3.2 to the Form 10SB12G filed September 1, 2000, and incorporated herein
      by reference).





3.3
            Amendment
      to the Articles of Incorporation, dated September 7, 1984 (included as
      Exhibit 3.3 to the Form 10SB12G filed September 1, 2000, and incorporated
      herein by reference).





3.4
            Amended
      and Restated Articles of Incorporation, dated December 29, 1997 (included
      as Exhibit 3.4 to the Form 10SB12G filed September 1, 2000, and
      incorporated herein by reference).





3.5
            By-Laws
      (included as Exhibit 3.5 to the Form 10SB12G filed September 1, 2000, and
      incorporated herein by reference).





3.6
            Certificate
      of Amendment to the Articles of Incorporation, dated May 12, 2003
      (included as Exhibit 3 to the Form 10-QSB filed July 15, 2003, and
      incorporated herein by reference).





4.1
            US
      Biodefense, Inc. 2006 Qualified Stock Option Plan, dated April 26, 2006
      (included as Exhibit 4.1 to the Form S-8 filed July 25, 2006, and
      incorporated herein by reference).





4.2
            US
      Biodefense, Inc. 2007 Stock Incentive Plan, dated April 1, 2007 (included
      as Exhibit 4 to the Form S-8 filed May 4, 2007, and incorporated herein by
      reference).





4.3
            US
      Biodefense, Inc. 2008 Stock Incentive Plan, dated February 15, 2008
      (included as Exhibit 10.1 to the Form S-8 filed February 15, 2008, and
      incorporated herein by reference).





10.1
            Stock
      Purchase Agreement between the Company and Charles Wright, dated August 7,
      2006 (included as Exhibit 2 to the Form 8-k filed August 14, 2006, and
      incorporated herein by reference).





10.2
            Stock
      Purchase Agreement between the Company and Equity Solutions, Inc., dated
      August 7, 2006 (included as Exhibit 10.1 to the Form 8-k filed August 14,
      2006, and incorporated herein by
reference).





10.3
            Consulting
      Agreement between the Company and Charles Wright, dated August 21, 2006
      (included as Exhibit 10 to the Form 8-K filed August 30, 2006, and
      incorporated herein by reference).





10.4
            Executive
      Employment Agreement between the Company and Scott Gallagher, dated
      January 10, 2008 (included as Exhibit 10.1 to the Form 8-K filed January
      10, 2008, and incorporated herein by
reference).





10.5
            Agreement
      for Purchase and Sale of Stock between the Company and Scott Gallagher,
      dated January 10, 2008 (included as Exhibit 10.2 to the Form 8-K filed
      January 10, 2008, and incorporated herein by
  reference).





10.6
            Agreement
      for Purchase and Sale of Stock between the Company and 221 Fund, LLC,
      dated January 10, 2008 (included as Exhibit 10.3 to the Form 8-K filed
      January 10, 2008, and incorporated herein by
  reference).





10.7
            Asset
      Purchase Agreement between the Company and FTS Group, Inc., dated March
      19, 2008 (included as Exhibit 10.1 to the Form 8-K filed April 10, 2008,
      and incorporated herein by
reference).





10.8
            Promissory
      Note between due January 3, 2010, issued by the Company to FTS Group, Inc.
      (included as Exhibit 10.2 to the Form 8-K filed April 10, 2008, and
      incorporated herein by reference).





10.9
            Internet
      Domain Name Purchase Agreement between the Company and Smash Clicks,
      Inc., dated June 1, 2008 (included as Exhibit 10.1 to the Form 8-K filed
      June 3, 2008, and incorporated herein by
  reference).





10.10
            Promissory
      Note due October 31, 2009, issued by the Company to Smash Clicks,
      Inc. (included as Exhibit 10.2 to the Form 8-K filed June 3, 2008, and
      incorporated herein by reference).





17.1
            Letter of
      Resignation to the Company from David Chin, dated January 10, 2008
      (included as Exhibit 17.1 to the Form 8-K filed January 10, 2008, and
      incorporated herein by reference).




31.1
            Certification
      of the Chief Executive Officer and Acting Chief Financial Officer pursuant
      to Section 302 of the Sarbanes-Oxley Act of 2002 (filed
      herewith).





32.1
            Certification
      of Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
      Section 906 of the Sarbanes-Oxley Act of 2002 (filed
      herewith).








SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





ELYSIUM
INTERNET, INC.





By: /s/ Scott Gallagher


Scott
Gallagher


Chief
Executive Officer, Acting Chief


Financial
Officer, Principal Accounting Officer and Chairman of the Board of
Directors





Dated:
October 20, 2008







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