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 May 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





US BIODEFENSE,
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)





(727)
417-7807


(Registrant's
telephone number, including area code)





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. xYes 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 May
31, 2008, the registrant had 12,954,375 shares of common stock,
par value $0.001, outstanding.













US
      BIODEFENSE, 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 - May
      31, 2008 and November 30, 2007
            
            F-1Statements of
      Operations - Three and Six months ended May 31, 2008 and May 31,
      2007
            
            F-2Statements of Cash
      Flows - Six months ended May 31, 2008 and May 31, 2007
            
            F-3Notes to Condensed
      Consolidated Financial Statements
            
            F-4






1








US BIODEFENSE, INC. AND
      SUBSIDIARIESBALANCE
    SHEETSMAY 31, 2008 AND NOVEMBER 30,
      2007Assets
              
              2008
              
              
              2007Current
    assetsCash and cash equivalents
              
              $
              20,739
              
              $
              359Accounts receivable
              
              
              6,042
              
              
              -Marketable securities available for sale
              
              
              -
              
              
              47,500Deferred finance charges
              
              
              38,195
              
              
              -Notes receivable from related parties
              
              
              169,500
              
              
              -Total crrent assets
              
              
              234,476
              
              
              47,859Domain Portfolio
              
              
              695,622
              
              
              -Property and equipment, net of accumulated depreciation of$885 at November 30, 2007
              
              
              -
              
              
              1,592Total assets
              
              
              930,098
              
              
              49,451Liabilities and Stockholders'
      Equity (Deficit)Current
      liabilitiesAccounts payable and accrued expenses
              
              
              
              62,685
              
              
              
              47,946Loans from affiliates
              
              
              
              218,193
              
              
              
              -Capital lease obligation - current portion
              
              
              
              21,411
              
              
              
              -Notes payable to related parties
              
              
              
              249,284
              
              
              
              7,200Total current Liabilities
              
              
              
              551,573
              
              
              
              55,146Captial lease obligation
              
              
              
              82,075
              
              
              
              -Note Payable - Affiliate
              
              
              
              1,500,000
              
              
              
              -Settlement reserve
              
              
              
              170,000
              
              
              
              190,000Total liabilities
              
              
              
              2,303,648
              
              
              
              246,146Stockholders'
      equity:Common stock 100,000,000 shares authorized, $0.001par value, 12,954,375 and 63,284,047 shares issued
              
              
              
              12,954
              
              
              
              63,284and outstanding at May 31, 2008 and November 30, 2007Additional paid in captial
              
              
              
              5,486,721
              
              
              
              4,677,496Other comprehensive income (deficit)
              
              
              
              -
              
              
              
              (52,500
              )Preferred stock dividend
              
              
              
              (1,253,229
              )
              
              
              -Accumulated deficit
              
              
              
              (5,619,996
              )
              
              
              (4,693,975
              )Total stockholders' equity (deficit)
              
              
              
              (1,373,549
              )
              
              
              (195,695
              )Total Liabilities and stockholders' equity (deficit)
              
              $
              
              930,098
              
              $
              
              49,451See
      notes to financial statements.


F-1












US BIODEFENSE, INC. AND
      SUBSIDIARIESSTATEMENTS OF
      OPERATIONSFOR THE THREE AND
      SIX MONTHS ENDED MAY 31, 2008 AND 2007Three months
      ended
            
            Six months
      endedMay 31,
            
            
            May 31,2008
            2007
            
            
            2008
            2007REVENUESRevenues from
      services
            
            $
            10,388
            12,500
            
            $
            10,388
            25,000Total
    Revenues
            
            
            10,388
            12,500
            
            
            10,388
            25,000EXPENSESGeneral and administrative
      expenses
            
            
            259,963
            438,556
            
            
            644,817
            445,512Impairment of
      assets
            
            
            -
            
            
            
            49,092
            --
            -Total
    Expenses
            
            
            259,963
            438,556
            
            
            693,909
            445,512-
            -Loss from continuing
      operations
            
            
            (249,575)
            (426,056)
            
            
            (683,521)
            (420,512)Discontinued Operations (Note
      6)Income (loss) from operations of
      discontinued emergency disasterpreparedness
      subsidiary
            
            
            -
            (96,728)
            
            
            -
            (178,370)-
            -Income (loss) on discontinued
      operations
            
            
            -
            (96,728)
            
            
            -
            (178,370)-
            -Net loss
            
            
            (249,575)
            (522,784)
            
            
            (683,521)
            (598,882)Weighted average number of
      sharesoutstanding
            
            
            6,457,000
            48,242,797
            
            
            6,477,188
            44,878,332Basic and diluted net income
      (loss)per common
      share
            
            $
            (0.04)
            (0.01)
            
            $
            (0.11)
            (0.01)See
      notes to financial statements.






F-2













US BIODEFENSE, INC AND
      SUBSIDIARIESSTATEMENTS OF
      CASH FLOWSFOR THE SIX MONTHS ENDED
      MAY 31, 2008 AND 20072008
            
            
            2007Cash flows from operating
      activities:Net income
      (loss)
            
            $
            (683,521
            )
            
            
            (598,882
            )Adjustments to reconcile net
      income (loss) to net cashfrom operating
      activities:Depreciation
            
            
            -
            
            
            
            412Amortization of deferred finance
      fees
            
            
            3,472Deferred
      revenues
            
            
            -
            
            
            
            (25,000
            )Impairment of
      assets
            
            
            49,092Stock issued for consulting
      services
            
            
            227,670
            
            
            
            337,350Stock issued for
      compensation
            
            
            60,000
            
            
            
            100,000Changes in operating assets and
      liabilities:Accounts
      receivable
            
            
            (6,042
            )
            
            
            (2,516
            )Inventory
            
            
            -
            
            
            
            3,133Bank
    overdraft
            
            
            -
            
            
            
            30,516Accounts payable and accrued
      expenses
            
            
            15,972
            
            
            
            39,978Settlement
      reserve
            
            
            (20,000
            )Total cash flows from operating
      activities
            
            
            (353,357
            )
            
            
            (115,009
            )Cash flows from investing
      activities:Purchase of domain
      names
            
            
            (391,472
            )Cash flows from financing
      activities:Advances from (repayments to)
      related parties, net
            
            
            250,584
            
            
            
            100,676Loans from
      affiliates
            
            
            218,193
            
            
            
            -Note receivable for sale of common
      stock
            
            
            212,000
            
            
            
            -Capital lease
      payments
            
            
            (3,568
            )
            
            
            -Proceeds from sale of common
      stock
            
            
            88,000
            
            
            
            -Total cash flows from financing
      activities
            
            
            765,209
            
            
            
            100,676Increase (decrease in) cash and
      cash equivalents
            
            
            20,380
            
            
            
            (14,333
            )Cash and cash equivalents,
      beginning of period
            
            
            359
            
            
            
            22,663Cash and cash equivalents, end of
      period
            
            $
            20,739
            
            
            
            8,330Income taxes
      paid
            
            $
            -
            
            
            $
            -Interest expense
      paid
            
            $
            -
            
            
            $
            -See
      notes to financial statements.






F-3










US
Biodefense, Inc.


Notes
to Financial Statements




Note 1 - Background and Summary of
Significant Accounting Policies




The Company




US
Biodefense, Inc., doing business as Elysium Internet (the "Company"), a
Utah corporation, was headquartered in the City of Industry, California at
November 30, 2007. Effective January 10, 2008, the Company relocated
its corporate headquarters to 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 amended its Articles of
Incorporation to change the name to Terzon Corp. On September 7, 1984, the
Company amended its Articles of Incorporation, as amended, changing its name to
Candy Stripers Corporation, Inc. On January 6, 1998, the Company amended its
Articles of Incorporation, as amended, changing its name to Piedmont, Inc. On
May 31, 2003, the Company amended its Articles of Incorporation, as amended, and
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. Also
effective as of that date, Mr. Gallagher and a company controlled by him, 221
Fund, LLC acquired 95.6% of the Company, and as a result of these transactions
Mr. Gallagher assumed control of the Company. On the same date the Company
changed its business direction and began doing business as “Internet Holdings”
to focus on acquiring direct navigation Internet domain names that could be
developed into profitable business ventures.





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 note to
FTS Group, Inc. The Company's Chairman and Chief Executive Officer,
Scott Gallagher, is also the Chairman and Chief Executive Officer of FTS Group,
Inc.




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 six months ended May 31, 2008 of $683,521 and at May 31, 2008,
had an accumulated deficit of
$5,619,996. In addition, the Company generated little 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, 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




While the
Company operated the Emergency Disaster Systems business, the Company recognized
revenue from the sale of products, and from the performance of services to both
related and non-related parties. The Company recognized 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
chose this method since it took ownership of the products that it purchased for
resale and assumed the risks and rewards of ownership of the goods.




For sale
of products, revenue was generally recognized when persuasive evidence of an
arrangement existed, delivery had occurred, the contract price was fixed or
determinable, title and risk of loss had passed to the customer and collection
was reasonably assured. The Company's sales were typically not subject to rights
of return and, historically, sales returns were not significant.





In the
Company's current business model, the Company recognizes revenue when it makes a
sale through its directory business. Sales generated from third-party
aggregators 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 the assets to be impaired if the balances are
greater than six months old. Management regularly reviews accounts receivable
and will establish an allowance for potentially uncollectible amounts when
appropriate. When accounts are written off, they will be charged against the
allowance. Receivables are not collateralized and do not bear
interest.




Concentration
of Credit Risk




Financial
instruments that 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. For the six months ended May 31, 2007,
inventory consisted of purchased items held for resale. Inventory was monitored
by Company management for excess and obsolete items, and valuation adjustments
were made when required. As a result of the Emergency Disaster Systems,
Inc. spin-off, the Company has no inventory remaining at May 31,
2008.




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.




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.




Stock-Based
Compensation




EffectiveJanuary 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. Compensation cost for stock options
granted to employees is recognized ratably over the vesting period.




Recent Accounting
Pronouncements





In
June 2006, FASB issued FIN No. 48, “Accounting for Uncertainty in Income
Taxes.”  The interpretation applies to all tax positions related to
income taxes subject to FASB Statement No. 109, “Accounting for Income
Taxes.”  FIN No. 48 clarifies the accounting for uncertainty in income
taxes by prescribing a minimum recognition threshold in determining if a tax
position should be reflected in the financial statements.  Only tax
positions that meet the “more likely than not” recognition threshold may be
recognized.  The interpretation also provides guidance on
classification, interest and penalties, accounting in interim periods,
disclosure, and transition requirements for uncertain tax
positions.  FIN No. 48 was effective for the Company’s fiscal year
ended November 30, 2007.  The Company did not have material tax
positions that would have resulted in a material impact upon implementation of
FIN No. 48.





In
September 2006, the FASB issued SFAS No. 157, “Fair Value
Measurements.”  This standard establishes a single authoritative
definition of fair value, sets out a framework for measuring fair value and
expands disclosures about fair value measurements.  SFAS No. 157
applies to fair value measurements already required or permitted by existing
standards.  SFAS No. 157 will be effective for the Company’s fiscal
year ending November 30, 2008.  The Company is currently evaluating
the requirements of SFAS No. 157 and has not yet determined the impact on its
financial condition and results of operations.





In
September 2006, the FASB issued SFAS No. 158, “Employers’ Accounting for Defined
Benefit Pension and other Postretirement Plans – an amendment of FASB Statement
No. 87, 88, 106 and 132R.”  This pronouncement requires an employer to
make certain recognitions, measurements, and disclosures regarding defined
benefit postretirement plans.  The Company does not have any defined
benefit postretirement plans and SFAS No. 158 will not have any impact on its
financial condition 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.





In
February 2007, the FASB issued SFAS No 159, “The Fair Value Option for Financial
Assets and Financial Liabilities” (“SFAS 159”), which permits entities to choose
to measure many financial instruments and certain other items at fair value that
are not currently required to be measured at fair value.  SFAS 159
became effective for the Company on January 1, 2008.  The adoption of
SFAS 159 did not have a material impact on the Company’s financial position,
cash flows and results of operations.






F-4









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 stockholder at the close of
business on 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 May 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.




Note 4 - Related Parties and
Concentrations




The
Company owes related parties $249,284 at May 31, 2008. The notes are
non-interest bearing, and are due on demand.





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




Note 5 - 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.




Note 6
- Discontinued Operations




As of
September 24, 2007, the Company completed the spin-off of Emergency Disaster
Systems, Inc., a wholly-owned subsidiary of US Biodefense, Inc., whereby
stockholders of record as of September 7, 2007 received one share of common
stock of Emergency Disaster Systems, Inc. for every 100 shares of common
stock of US Biodefense such holders possessed. Stockholders 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 May 31, 2007 has been revised to reflect the operation of Emergency
Disaster Systems, Inc. as discontinued operation.




Results
from discontinued operations were as follows:




Six
      months ended May 31, 2007Revenues
              $
              127,887Cost
      of tangible products sold
              
              (85867
              )42,020Expenses
              
              (220,390
              )Income (loss)
      from discontinued operations
              $
              (178,370
              )Basic
      and diluted net income (loss) per common share
              $
              0.00


Note 7
- Rescission Offer





Upon
taking control of the Company, new management identified a problem relating to
the Company’s spin-off of its wholly-owned subsidiary Emergency Disaster
Systems, Inc. which occurred on September 24, 2007. The Company
intends to undertake a rescission offer to recipients of 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 rescission offer. The Company believes 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 rescission. However, if 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 efficacy of rescission offers and general waivers and releases
with respect to barring claims that would be based on securities law violations.
The rescission offer may not terminate any or all potential contingent liability
that the Company may have in connection with that distribution. In addition, it
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 8
- Commitments and Contingencies




On
November 6, 2006, Sandra Sawyer filed a suit in Los Angeles Superior Court
against US Biodefense, Inc. and David Chin, one of the Company’s officers and
directors at the time the lawsuit was filed, alleging a breach of contract by
Mr. Chin in relation to the purchase of the Company by Mr. Chin from Ms. Sawyer.
On April 20, 2007, Mr. Chin filed a cross-complaint against the plaintiff
alleging 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. The Company was in compliance with this settlement
agreement through May 31, 2008.




Note 9 –
Subsequent Event





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
Promissory Note 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 (5) trading days as traded on the Over-the-Counter Bulletin Board stock
market. The Promissory Note is due October 31, 2009.




Item
2. Management's Discussion and Plan of Operation





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 12,
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 stockholders 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 our Chairman of the board of
directors and 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 May 31, 2008, we reported total revenue of $10,388,
compared to revenue of $12,500 for the same period ended May 31, 2007. For the
six months ended May 31, 2008, we reported total revenue of $10,388
compared to revenue of $25,000 for the same period ended May 31, 2007. The
decrease in revenue for the year over year period was due to the change of
business direction experienced on April 4, 2008 and related to the fact
that we generated sales for roughly half of the quarter ended May 31, 2008.
During the quarter ended May 31, 2008, we acquired the assets of Elysium
Internet, Inc., a direct navigation Internet Media Company. Our new
management decided to change the focus of the business to the Internet media
space and to begin acquiring and developing Internet domain related assets and
businesses.





Expenses





Total
expenses for the three months ended May 31, 2008 were $259,963 compared to
expenses of $438,556, for the period ended May 31, 2007. Total expenses for the
six months ended May 31, 2008 were $644,817 compared to expenses of $445,512 for
the same period ended May 31, 2007. Expenses are related to the development of
new web properties and web sites as well as increased sales and marketing
efforts. 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.




For the
three months ended May 31, 2008, general and administrative expenses were
$259,963, compared to $438,556 for the three months ended May 31, 2007. For the
six months ended May 31, 2008, general and administrative expenses were
$644,817, compared to $445,512 for the same period ended May 31, 2007. The
increase in general and administrative expenses is related to increased costs
surrounding our recent business change, management change and our spin-off of
Emergency Distribution Systems.





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 May 31, 2008 was $249,575, compared to a loss of
$522,784 for the same period ended May 31, 2007. Our net loss for the six months
ended May 31, 2008 was $683,521, compared to a loss of $598,882 for the same
period ended May 31, 2007. 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 May
31, 2008, we had total assets of $930,098 consisting of $20,739 in cash, $6,042
in accounts receivable, $38,195 in deferred finance charges, $169,500 in
notes receivable from related parties and $695,622 in our domain portfolio. As
of May 31, 2008, we had total liabilities of $2,303,648 consisting of $1,500,000
of notes payable-Affiliate, $249,284 in note due to related parties, $218,193 in
loans from Affiliate, $82,075 capital lease obligation and $170,000 as a
settlement reserve.





We have
limited cash on hand and will require additional capital to support strategic
acquisitions and to fund our current expansion 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 do not
have any off-balance sheet arrangements.





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.





Management’s
Report on Internal Control Over Financial Reporting




Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting. Our internal control over financial reporting
is a process designed to provide reasonable assurance regarding the reliability
of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles. Our
internal control over financial reporting includes those policies and procedures
that:





1.pertain to the maintenance
of records that, in reasonable detail, accurately and fairly reflect our
transactions and dispositions of our assets;




2.provide reasonable
assurance that our transactions are recorded as necessary to permit preparation
of our financial statements in accordance with generally accepted accounting
principles, and that our receipts and expenditures of our Company are being made
only in accordance with authorizations of our management and our directors;
and




3.provide reasonable
assurance regarding prevention or timely detection of unauthorized acquisition,
use, or disposition of our assets that could have a material effect on our
financial statements.




Internal
control over financial reporting includes the controls themselves, monitoring
and internal auditing practices and actions taken to correct deficiencies
identified.




Because
of its inherent limitations, internal control over financial reporting may not
prevent or detect misstatements.  Also, projections of any evaluation
of effectiveness to future periods are subject to the risk that controls may
become inadequate because of changes in conditions, or that the degree of
compliance with policies or procedures may deteriorate.




Under the
supervision and with the participation of our management, including our Chief
Executive Officer / Acting Chief Financial Officer, we conducted an
assessment of the effectiveness of our internal control over financial reporting
as of May 31, 2008. In making this assessment, management used the criteria set
forth by the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) in Internal
Control—Integrated
Framework, specifically as supplemented by the COSO publication, Internal Control over Financial
Reporting – Guidance for Smaller Public Companies. Based on this
evaluation, our management concluded that our internal control over financial
reporting was effective as of May 31, 2008.





Changes
in Internal Controls





There
were no changes in our internal control over financial reporting that occurred
during the second 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.





This
quarterly report does not include an attestation report of our registered public
accounting firm regarding internal control over financial
reporting.  Management’s report was not subject to attestation by our
registered public accounting firm pursuant to the temporary rules of the
Securities and Exchange Commission that permit us to provide only management’s
report in this quarterly report.




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, one of our officers and directors at
the time the lawsuit was filed, 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 the plaintiff alleging 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. We were in compliance with
this settlement agreement through May 31, 2008.





To our knowledge, as of May 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 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 an individual as compensation for consulting services
rendered, valued at $37,500.




With respect to the issuances of our
securities described above, we relied on the Section 4(2) exemption from
securities registration under the federal securities laws for transactions not
involving any public offering. No advertising or general solicitation was
employed in offering the securities. The securities were issued to accredited
investors. The securities were offered for investment purposes only and not for
the purpose of resale or distribution, and the transfer thereof was
appropriately restricted by us.


Item
3. Defaults Upon Senior Securities





None.





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





On May 5,
2008, the holders of 76.5% of our voting securities acted by written consent to
authorize our Company to file Amended and Restated Articles of Incorporation,
including the action to change our corporate name to Elysium Internet, Inc. and
to increase the number of authorized shares of our common stock to 250,000,000
shares.  On July 11, 2008, we filed the foregoing Amended and Restated
Articles of Incorporation with the Utah Secretary of State and are awaiting
effectiveness.





Item
5.  Other Information





Item
4.01.  Changes in Registrant’s Certifying Accountant.





Effective
July 18, 2008, our Board of Directors dismissed Gruber & Company, LLC as our
independent accountant.  Gruber & Company performed our audits for
the fiscal years ended November 30, 2006 and 2007.





Except as
reported in our Form 10-KSB for the fiscal year ended November 30, 2007, which
stated that "conditions exist
which raise substantial doubt about the Company’s ability to continue as a going
concern unless it is able to generate sufficient cash flows to meet its
obligations and sustain its operations," and our Form 10-KSB/A for the
fiscal year ended November 30, 2006, which stated that "the Company has no
established source of revenue, which raises substantial doubt about its ability
to continue as a going concern" the reports of Gruber & Company on our
financial statements for the fiscal years ended November 30, 2007 and 2006 did
not contain an adverse opinion or a disclaimer of opinion, and were not
qualified  or modified as to uncertainty, audit scope, or accounting
principles.





In
connection with the audits for the past two fiscal years and through the
termination date, there were no disagreements with Gruber & Company, whether
or not resolved, on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Gruber & Company’s satisfaction, would have caused Gruber & Company to
make reference to the subject matter of the disagreement in connection with its
report.





Gruber
& Company was provided a copy of the foregoing disclosures and was requested
to furnish a letter addressed to the United States Securities and Exchange
Commission stating whether or not it agrees with the above disclosures. As of
the date of this report on Form 10-Q, we have not received a copy of the letter
pursuant to that request. Upon receipt, we will file a copy of the letter in a
current report on Form 8-K.





On July
18, 2008, our Board of Directors engaged J. Crane CPA, P.C. as our independent
registered public accounting firm for the fiscal year ended November 30, 2008.
During the fiscal years ended November 30, 2007 and 2006 and through July 18,
2008, no one on our behalf has consulted with J. Crane CPA, P.C. regarding: (i)
the application of accounting principles to a specified transaction, either
completed or proposed; or the type of audit opinion that might be rendered on
our financial statements, and neither a written report was provided to us nor
oral advice was provided that J. Crane CPA, P.C. concluded was an important
factor considered by us in reaching a decision as to any accounting, auditing or
financial reporting issue; or (ii) any matter that was either the subject of a
disagreement (as that term is defined in Item 304(a)(1)(iv) of Regulation S-K
and the related instructions to Item 304 of Regulation S-K) or a reportable
event (as that term is defined in Item 304(a)(1)(v) of Regulation
S-K).





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.





US
BIODEFENSE, 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:
July 21, 2008