ubde_k11-3006.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-KSB
 
[X]         Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 
 
         For the Fiscal Year Ended November 30, 2006 
 
[  ]         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.
(Name of small business issuer in its charter)
 
Utah   33-0052057
(State or other jurisdiction of incorporation or   (I.R.S. employer identification number)
organization)    
 
375 South 6th Ave.   91746
City of Industry, CA    
(Address of principal executive offices)   (Zip code)
 
Issuer’s telephone number: (626) 961-0562     
 
Securities Registered Pursuant to Section 12(b) of the Act: NONE
 
    Title of each class   Name of each exchange on which registered 
         
 
 
 
Securities Registered Pursuant to Section 12(g) of the Act: 
 
COMMON
(Title of class)
 
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the 
past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject 
to such filing requirements for the past 90 days. [X] Yes [ ] No     
 
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this 
form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information 
statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [    ] 
 
The issuer's revenue for its most recent fiscal year was $449,836.     
 
The Company’s common stock is listed on the Over-the-Counter Bulletin Board under the stock ticker symbol 
“UBDE.” The aggregate market value of the voting and non-voting common equity held by non-affiliates, based upon 
the closing price of UBDE’s common stock on March 13, 2007, was $270,639.     
 
The number of shares outstanding of each of the issuer's classes of common equity, as of November 30, 2006 was 
39,059,047.         
 
DOCUMENTS INCORPORATED BY REFERENCE
 
If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10- 
KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) 
any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 
1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual 
report to security holders for fiscal year ended December 24, 1990).     
 
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]     
 
PART I        3 
     ITEM 1.    BUSINESS   3 
     ITEM 2.    DESCRIPTION OF PROPERTY   7 
     ITEM 3.    LEGAL PROCEEDINGS   7 
     ITEM 4.    SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS   8 
PART II        8 
     ITEM 5.    MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS   8 
     ITEM 6.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND    
     FINANCIAL CONDITION   9 
     ITEM 7.    FINANCIAL STATEMENTS   12 
     ITEM 8.    CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND    
     FINANCIAL DISCLOSURE   33 
     ITEM 8A.      CONTROLS AND PROCEDURES   33 
     ITEM 8B.       OTHER INFORMATION   33 
PART III        33 
     ITEM 9.    DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
     WITH SECTION 16(A) OF THE EXCHANGE ACT   33 
     ITEM 10.     EXECUTIVE COMPENSATION   34 
     ITEM 11.    SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS   35 
     ITEM 12.     CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS   36 
     ITEM 13.     EXHIBITS AND REPORTS ON FORM 8-K   36 
     ITEM 14.     PRINCIPAL ACCOUNTANT FEES AND SERVICES   37 
SIGNATURES   38 

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

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

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

Our independent registered public accountants have qualified their report to express substantial doubt about our 
company’s ability to continue as a going concern. 
 
    As of the date of this annual report, we have an accumulated deficit in the amount of $4,055,105. Taking this 
fact into account, our independent registered public accountants have expressed substantial doubt about our ability to 
continue as a going concern in their report to the financial statements included in this annual report. If our business 
fails, you may face a complete loss of your investment. 
 
We do not have any facilities appropriate for clinical testing, we lack significant manufacturing experience and we 
have very limited sales and marketing personnel. We are currently dependent upon our acquiring licenses or others 
for several of these functions and will likely remain dependent upon others for these functions. 
 
    We do not have a manufacturing facility that can be used for production of our products. In addition, at this 
time, we have very limited sales and marketing personnel. In the course of our development program, we will likely be 
required to enter into additional arrangements with other companies or universities or clinical investigators for our 
animal testing, human clinical testing, manufacturing, and sales and marketing activities. If we are unable to retain third 
parties for these purposes on acceptable terms, we may be unable to successfully develop, manufacture and market our 
proposed products. Our dependence on third parties for the development, manufacture, sale and marketing of our 
products also may adversely affect our profit margins. 
 
Product development efforts may not yield marketable products due to results of studies or trials, failure to achieve 
regulatory approvals or market acceptance, proprietary rights of others or manufacturing issues. 
 
    Our success depends on our ability to identify commercial applications, successfully develop and obtain 
regulatory approval to market new biopharmaceutical products. We expect that a significant portion of the technology 
that we will evaluate will involve new and unproven technologies. Our potential products may appear to be promising 
at various stages of development yet fail to reach the market for a number of reasons, including the: 
 
         1.    lack of adequate quality or sufficient prevention benefit, or unacceptable safety during pre-clinical studies or 
    clinical trials; 
 
         2.    failure to receive necessary regulatory approvals; 
 
         3.    existence of proprietary rights of third parties; or 
 
         4.    inability to develop manufacturing methods that are efficient, cost-effective and capable of meeting stringent 
    regulatory standards. 
 
We will be significantly dependent upon contracts with the U.S. government. If we are unable to obtain contracts to 
supply the U.S. government, we may not be able to continue our business. 
 
    The process of obtaining U.S. government contracts is lengthy and uncertain and we must compete for each 
contract.  Moreover, the award of one government contract does not necessarily secure the award of future contracts 
covering the same vaccine. We cannot be certain that we will be awarded any future contracts with the U.S. 
government. We currently have no products to sell. However, upon commencement of our operations, of which we 
cannot assure you, if we are unable to obtain contract awards to supply our products to the U.S. government, our 
business will be harmed and it is unlikely that we will be able to ultimately commercialize any particular vaccine. 
 
Political or social factors may delay or impair our ability to market vaccine products. 
 
    Products developed to treat diseases caused by or to combat the threat of bioterrorism will be subject to 
changing political and social environments. The political and social responses to bioterrorism have been highly charged 
and unpredictable. Political or social pressures may delay or cause resistance to bringing our products to market or limit 
pricing of our products, which would harm our business. 

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

temporarily enjoined, barred, suspended, or otherwise limited from involvement in any type of business, securities or 
banking activities.         
 
                   No Director, officer, significant employee or consultant of US Biodefense, Inc. has been convicted of violating 
a federal or state securities or commodities law.     
 
                   We are not a party to any pending legal proceedings. 
 
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 
 
                   None.         
 
PART II
 
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 
 
Market information         
 
                   The Company’s common stock is currently traded on the Over-the-Counter Bulletin Board under the stock 
ticker symbol “UBDE.” The following table sets forth the monthly high and low prices for the Company's common 
stock on the OTCBB® for each quarter of the last two fiscal years: 
 
Quarter Ended   High   Low  
 
                   November 30, 2006         $  0.15         $ 0.40
                   August 31, 2006         $  1.60         $ 0.04
                   May 31, 2006         $  4.28         $ 1.50
                   February 28, 2006         $  4.40         $ 1.85
 
                   November 30, 2005         $  5.00         $ 2.50
                   August 31, 2005         $  5.25         $ 4.00
                   May 31, 2005         $  6.40         $ 4.00
                   February 28, 2005         $13.33          $ 6.33
 
                   OTCBB® quotations of the Company’s Common Stock reflect inter-dealer prices, without retail mark-ups, 
markdowns or commissions, and may not necessarily represent actual transactions. 
 
Shares Available Under Rule 144         
 
                   As of November 30, 2006, there were 29,292,119 shares of common stock that are considered restricted 
securities under Rule 144 of the Securities Act of 1933. Of the 29,292,119 restricted shares issued and outstanding, 
27,292,119 shares are held by David Chin, an affiliate, as that term is defined in Rule 144(a)(1). 
 
                   In general, under Rule 144 as amended, a person who has beneficially owned and held "restricted" 
securities for at least one year, including "affiliates," may sell publicly without registration under the Securities 
Act, within any three-month period, assuming compliance with other provisions of the Rule, a number of shares 
that do not exceed the greater of (i) one percent of the common stock then outstanding or, (ii) the average weekly 
trading volume in the common stock during the four calendar weeks preceding such sale. A person who is not deemed 
an "affiliate" of our Company and who has beneficially owned shares for at least two years would be entitled to 
unlimited resales of such restricted securities under Rule 144 without regard to the volume and other limitations 
described above.         
 
Holders         
 
                   As of the date of this prospectus, we have approximately 39,059,047 shares of $0.001 par value common stock 
issued and outstanding held by approximately 170 shareholders of record. 

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

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

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

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

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

US Biodefense, Inc. and Subsidiaries
Balance Sheet
 
ASSETS    November 30,
        2006       2005
Current assets                 
   Cash and cash equivalents    $ 22,663    $ 17,223 
   Marketable securities available for sale        73,000        150,000 
   Accounts receivable, net of allowance of $20,000        54,827        -- 
   Inventory        75,355        -- 
   Prepaid expenses        --        20,000 
 
         Total current assets        225,845        187,223 
 
Property and equipment, net of accumulated depreciation of                 
   $59 and $-0- at November 30, 2006 and 2005        2,418        -- 
Customer list        7,500        -- 
Licenses        --        20,000 
Deposits        1,000        1,000 
 
         Total assets        236,763        208,223 
 
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)                 
 
Current liabilities                 
   Bank overdraft        --        3,947 
   Accounts payable and accrued expenses        19,278        79,167 
   Due to related parties        --        1,812 
   Accrued income taxes        --        9,596 
   Deferred revenues        25,000        101,667 
 
         Total current liabilities        44,278        196,189 
 
Deferred taxes        --        19,150 
 
         Total liabilities        44,278        215,339 
 
Stockholders’ equity:                 
   Common stock 100,000,000 shares authorized, $.001                 
         par value, 39,059,047 and 30,304,047 shares issued        39,059        30,304 
         and outstanding                 
   Additional paid in capital        4,235,531        3,773,086 
   Other comprehensive income (deficit)        (27,000)        30,850 
   Accumulated deficit        (4,055,105)        (3,841,356) 
 
         Total stockholders’ equity (deficit)        192,485        (7,116) 
 
         Total liabilities and stockholders’ equity (deficit)    $ 236,763    $ 208,223 
 
See accompanying notes to financial statements
 
F-2

US Biodefense, Inc. and Subsidiaries
Statements of Operations
For the years ended November 30, 2006 and 2005
 
        2006   2005
 
Revenues             
 
Revenues from sales of tangible products    $ 328,169    $ -- 
Revenues from services        50,000    25,000 
Revenues – Related parties        71,667    134,166 
 
     Total revenues        449,836    159,166 
 
Cost of tangible products sold        135,738    -- 
        314,098    159,166 
 
Expenses             
Research and development expenses        32,171    95,296 
General and administrative expenses        209,072    100,276 
General and administrative expenses –             
     Related party        3,500    -- 
     Stock issued for consulting services        270,200    -- 
Impairment of assets        22,500    -- 
 
     Total expenses        537,443    195,572 
 
Net income (loss)        (223,345)    (34,406) 
 
Income taxes        (9,596)    9,596 
        (213,749)    (46,002) 
 
Weighted average number of shares             
     outstanding        33,867,797    25,253,373 
Basic and diluted net income (loss)             
     per common share         $ (0.01)    $ (0.00) 
See accompanying notes to financial statements
F-3

US Biodefense, Inc. and Subsidiaries
Consolidated Statement of Comprehensive Income
For the years ended November 30, 2006 and 2005
Net loss      $ (213,749)    $ (46,002) 
 
Unrealized income (loss) on securities held for resale,         
     net of (inclusive of) income tax of $19,150    (57,850)    30,850 
 
Total comprehensive income      $ (271,599)    $ (15,152) 
See accompanying notes to financial statements
F-4

US Biodefense, Inc. and Subsidiaries
Consolidated Statements of Stockholders’ Equity
For the years ended November 30, 2006 and 2005
 
            Additional       Other    
    Common Stock   Paid-in   Accumulated   Comprehensive    
    Shares    Amount    Capital    Deficit    Income    Total
 
Balance, November 30, 2003    10,101,349    $10,101    $3,793,289    $(3,766,390)    $----    $37,000 
 
Net loss for the year ended                         
 November 30, 2004    ----    ----    ----    (28,964)    ----    (29,964) 
 
Balance, November 30, 2004    10,101,349    10,101    3,793,289    $(3,795,354)        8,036 
 
Three for one stock split    20,202,968    20,203    (20,203)             
 
Change in unrealized gain on                         
   available for sale securities,                         
   net of tax effects of $19,150                    30,850    30,850 
 
Net loss for the year ended                         
 November 30, 2005                (46,002)        (46,002) 
 
Balance November 30, 2004    30,304,047    $30,304    $3,773,086    $(3,841,356)    $30,850    $(7,116) 
 
See accompanying notes to financial statements.
F-5

US Biodefense, Inc.
Consolidated Statement of Cash Flows
For the years ended November 30, 2005 and 2004
 
    2005    2004 
 
Cash flows from operating activities:         
 Net income (loss)    $(46,002)    $(28,964) 
 Adjustments to reconcile net loss to net cash used in         
operating activities:         
       Consulting services paid by receipt of stock    (25,000)    ---- 
       Changes in operating assets and liabilities:         
         Prepaid services – Related party    (20,000)    ---- 
         Prepaid expenses    ----    37,000 
         Accounts payable    78,791    376 
         Bank overdraft    3,947    --- 
         Deferred revenues    5,834    20,833 
         Accrued income taxes    9,596    ---- 
         Notes payable – Related party    ---    --- 
 
             Net cash used by operating activities    7,166    29,245 
 
Cash flows from financing activities:         
 Payment on long-term debt – Related parties    (2,501)    --- 
 Additional loans from related parties    ---    4,313 
             Total cash flow from financing activities    (2,501)    4,313 
 
Cash flows from investing activities:         
 Acquisition of licenses    (20,000)    ---- 
 Increase in deposits    (1,000)    ---- 
 
             Total cash flows from investing activities    (21,000)    ---- 
 
Increase in cash and cash equivalents    (16,335)    33,558 
 
Cash and cash equivalents, beginning of year    33,558    --- 
 
Cash and cash equivalents, end of year    $17,223    $33,558 
 
Income taxes paid    $----    $---- 
Interest expense paid    ----    ---- 
 
Supplemental schedule of noncash investing and financing activities:         
 
The Company acquired marketable equity securities with a fair         
market value of $150,000 in exchange for consulting services.         
In conjunction with the acquisition, the Company acquired the following         
liabilities:         
 
       Deferred income    $125,000     
       Other comprehensive income to represent the increase in         
             fair value of this marketable equity security    25,000     
 
    $150,000     
 
See accompanying notes to financial statements.
F-6

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

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

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

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

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

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

US Biodefense, Inc.
Notes to Financial Statements
 
Note 2 - Marketable Securities Available For Sale     
 
On May 11, 2005, the Company entered into an agreement with a Partner. The Company will assist 
the Partner in identifying opportunities for commercialization of their listed technologies, while main- 
taining the confidentiality of the Partner.         
 
As compensation for providing these services, the Partner gave the Company 5,000,000 shares of 
Section 144 stock which is restricted from sale for twelve months from date of issue, May 11, 2005. 
The agreement is for a period of twenty four months.     
 
The Company recorded the stock at the value of the services to be provided which is estimated to be 
$100,000. The Company recorded revenue for the six month period from May through November, 
2005 in the amount of $25,000, and $50,000 for the year ended November 30, 2006. The 
balance of $25,000 is included as deferred revenues on the balance sheet. 
 
The Company has adopted SFAS 130 as required by the Financial Accounting Standards Board. 
SFAS 130 requires that securities that are available for sale be presented at market value on the 
balance sheet date. Unrealized gains and losses are recognized as a separate component of 
stockholders' equity. The specific identification method is used in calculating realized gains and 
losses. SFAS 30 also requires a statement of comprehensive income which adjusts net income 
for the unrealized activity. At November 30, 2005, the fair market value of common equity securities 
with a cost of $100,000 was $73,000. The unrealized loss of $27,000, is included as a 
component of other comprehensive income.         
 
Note 3 - Licenses         
 
The Company has agreed to exercise options to license stem cell technology through the University 
of British Columbia under two option agreements.     
 
Having passed the initial validation phase, the Company is working toward a full licensing relation- 
ship and will begin pre-clinical analysis of how the cell line can be utilized. The Company is 
considering investigating the stem cells applications in combating ALS and Parkinson's disease. 
 
The licenses are for periods of ten to twenty years. The Company will review the licenses at least 
annually. When necessary, we record changes for impairments of long-lived assets for the amount 
by which the present value of future cash flows, or some other fair value measure, is less than the 
carrying value of the respective asset.         
 
As of August 31, 2006, the Company management determined that the value of the licenses had become 
impaired since the Company was no longer pursuing stem cell research. This determination was based 
on the resignation of the head of the Company's stem cell research department and the inability to locate 
a replacement at an economically feasible compensation package. The resignation was effective during 
the Company's third quarter.         
 
A reconciliation of the license assets to the amount deemed as impaired is as follows: 
 
                   Balance, August 31, 2006                 $ 30,000   
                   Additions      2,500      
                   License balance due, but cancelled      (10,000)     
                 $ 22,500   
 
F13

US Biodefense, Inc.
Notes to Financial Statements
 
The Company had accrued expenditures related to the stem cell technology licenses in the amount of 
$79,167. These expenditures related to the second stage of licensing, after the initial evaluation phase. 
Since the Company in no longer pursuing stem cell research, the second stage will not be undertaken, 
and the related liabilities have been recorded as forgiveness of debt, and is included as a reduction of 
total expenses on the Company's Statement of Operations.         
 
Note 4 - Deferred Revenues (Including Related Parties)         
 
On May 1, 2004, the Company entered into an agreement with Financialnewsusa.com, Inc., to 
develop content for its' Biodefense Industry News. Financialnewsusa.com, Inc. is a     
related party due to a common officer and director.         
 
Note 5 - Comprehensive income         
 
Accounting principles generally require that recognized revenues, expenses, gains and losses be 
included in net income. Although certain changes in assets and liabilities, such as unrealized gains 
and losses on available for sale securities are reported as a separate component of the equity section 
of the balance sheet, such items, along with net income, are components of comprehensive income. 
 
The components of other comprehensive income and related tax effects for the year ended November 30, 
2006 are unrealized holding loss on available for sale securities in the amount of $27,000. 
 
Note 6 - Income Taxes         
 
The income tax provision reflected in the statement of operations consists of the following components 
for the year ended November 30, 2006:         
 
                   Current income taxes payable:         
                                                 Federal    $8,780     
                                                 State    816     
    9,596     
 
                   The items accounting for the difference between income taxes computed at the federal 
                   statutory rate and the provision for income taxes as follows:         
        Impact on
    Amount    Rate
                                       Income tax at federal rate    (74,812)    35.00% 
                                       State tax, net of federal effect    (12,825)    6.00% 
                                       Net operating loss deduction    97,233    -45.00% 
    9,596    -4.00% 
 
F14

US Biodefense, Inc.
Notes to Financial Statements
 
Note 7 - Earnings per share             
 
Basic earnings per share are calculated by dividing net income by the weighted average number 
of common shares outstanding during the period.         
 
Note 8 – Related parties and Concentrations         
 
Sales to Toyota, a major customer totaled $114,784.45 for the year ended November 30, 2006, 
representing 36.8% of total sales. Sales to Kaiser Permanente, a major customer totaled $48,582.82, 
representing 36.8% of total sales. Emergency Disaster Systems also participated in a fundraiser with 
KABC Radio Station with sales of $124,754.00 for the year ended November 30, 2006, representing 40% 
of total sales.                 
 
Note 9 - Acquisition                 
 
On August 7, 2006, the Company acquired 100% of the outstanding stock of Emergency Disaster 
Systems, Inc. (EDS) a retailer of emergency disaster equipment. EDS was incorporated on July 17, 
2006, by its majority stockholder who had been in the disaster prepardness industry for over seventeen 
years experience. The Company paid $25,000 in cash for the stock. The Company has recorded the 
transaction as follows:                 
 
                   Inventory        $ 17,500       
                   Customer list        7,500       
        $ 25,000       
 
Note 10 - Common Stock Transactions         
 
During the year ended November 30, 2006, the Company issued 2,000,000 shares of common stock 
and received proceeds of $200,000.             
 
During the year ended November 30, 2006, the Company issued 6,755,000 shares of common stock 
to two entities as consulting fees totaling $270,200. The shares were issued as follows:     
 
        Value per        
    Shares   Share       Total
             Date Issued   Issued            $ Valuation method   $
 
 June 8, 2006    10,000    0.04    Performance commitment date    400 
 June 20, 2006    100,000    0.04    Performance commitment date    4,000 
 June 29, 2006    125,000    0.04    Performance commitment date    5,000 
 July 5, 2006    20,000    0.04    Performance commitment date    800 
 July 12, 2006    500,000    0.04    Performance commitment date    20,000 
 July 24, 2006    1,000,000    0.04    Performance commitment date    40,000 
 July 25, 2006    1,000,000    0.04    Performance commitment date    40,000 
 August 1, 2006    2,000,000    0.04    Performance commitment date    80,000 
 August 31, 2006    2,000,000    0.04    Performance commitment date    80,000 
    6,755,000            270,200 
 
F15

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

US Biodefense, Inc.
Notes to Financial Statements
 
The following table summarizes the specific balance sheet accounts as reported and as affected by the 
restatement as of August 31, 2006:             
    As        
    Previously       As
    Reported   Adjustment   Restated
Cash and cash equivalents    69,035  $ (9,201)    $ 59,834 
Marketable securities    150,000    --    150,000 
Accounts receivable    15,727    (5,094)    10,633 
Inventory    73,447    17,500    90,947 
     Total current assets    308,209    3,205    311,414 
 
Property and equipment    2,418    --    2,418 
Customer list        7,500    7,500 
Deposits    1,000    --    1,000 
     Total assets    311,627    10,705    322,332 
 
Accounts payable and accrued             
 expenses    86,541    (1,492)    85,049 
Due to related parties    19,013    (19,013)                       -- 
Accrued income taxes    9,596    --    9,596 
Deferred revenues    37,500    --    37,500 
     Total current liabilities    152,650    (20,505)    132,145 
 
Deferred taxes    19,150    --    19,150 
     Total liabilities    171,800    (20,505)    151,295 
 
Common stock    39,059    --    39,059 
Additional paid-in capital    4,234,531    1,000    4,235,531 
Other comprehensive income    30,850    --    30,850 
Accumulated deficit    (4,164,613)    30,210    (4,134,403) 
     Total stockholders' equity    139,827    31,210    171,037 
 
     Total liabilities and stock-             
         holders' equity    $ 311,627  $ 10,705      $ 322,332 
 
F17

US Biodefense, Inc.
Notes to Financial Statements
 
The following is a summary of the specific income statement accounts as reported and as affected     
by the restatement for the three month periods ended August 31, 2006:         
 
    As                
    Previously               As
    Reported       Adjustment       Restated
Sales of tangible products    $ 31,302    $ 24    $ 31,326 
Revenues from services    37,500      --        37,500 
Revenues - Related parties    6,667        25,000        31,667 
     Total revenues    75,469        25,024        100,493 
 
Cost of tangible products sold    25,415        3,405        28,820 
 
    50,054        21,619        71,673 
 
General and administrative    86,738        (8,590)        78,148 
General and administrative -                     
Stock issued for consulting    270,200      --        270,200 
Impairment of assets    22,500      --        22,500 
     Total expenses    379,438        (8,590)        370,848 
 
Net loss    $ (329,384)    $ 30,209    $ (299,175) 
 
Basic and diluted net loss per                     
 common share    (0.01)                (0.01) 
 
F18         

US Biodefense, Inc.
Notes to Financial Statements
 
The following is a summary of the specific income statement accountsas reported and as affected 
by the restatement for the nine month periods ended August 31, 2006:     
 
    As        
    Previously       As
    Reported   Adjustment   Restated
Sales of tangible products    $ 31,302    $ 24    $ 31,326 
Revenues from services    37,500    --    37,500 
Revenues - Related parties    46,667    25,000    71,667 
     Total revenues    115,469    25,024    140,493 
 
Cost of tangible products sold    25,415    3,405    28,820 
 
    90,054    21,619    111,673 
 
Research and development    23,171    --    23,171 
General and administrative    93,939    (8,590)    85,349 
General and administrative -             
 Related parties    3,500    --    3,500 
 Stock issued for consulting    270,200    --    270,200 
Impairment of assets    22,500    --    22,500 
     Total expenses    413,310    (8,590)    404,720 
 
Net loss    $ (323,256)    $ 30,209    $ (293,047) 
 
Basic and diluted net loss per             
 common share    (0.01)        (0.01) 
 
F19

US Biodefense, Inc.
Notes to Financial Statements
 
The following is a summary of the impact of the restatement on our consolidated statement     
of cash flows for the nine months ended August 31, 2006:             
 
        As            
        Previously           As
        Reported   Adjustment       Restated
Cash flows from operating                     
 activities:                     
Net loss    $ (323,256)    $ 30,209    $ (293,047) 
Adjustments to reconcile net loss                 
 to net cash used in operating                     
 activities:                     
Depreciation        59    --        59 
Impairment of assets        22,500    --        22,500 
Stock issued for consulting        270,200    --        270,200 
Changes in operating assets                     
 and liabilities:                     
Accounts receivable        (15,727)    5,094        (10,633) 
Inventory        (73,447)    (17,500)        (90,947) 
Prepaid expenses        20,000    --        20,000 
Bank overdraft        (3,947)    --        (3,947) 
Accounts payable and                     
 accrued expenses        7,374    (1,492)        5,882 
Deferred revenues        (64,167)    --        (64,167) 
Net cash (used for) provided by                 
 operating activities        (160,411)    16,311        (144,100) 
 
Cash flows from financing activities                 
Principal repaid to related party    17,200    (19,012)        (1,812) 
Proceeds from sale of common                 
 stock        200,000    1,000        201,000 
Total cash flows from financing                 
 activities        217,200    (18,012)        199,188 
 
Cash flows used for investing                     
 activities                     
Purchase of customer list            (7,500)        (7,500) 
Purchase of license        (2,500)    --        (2,500) 
Purchase of equipment        (2,477)    --        (2,477) 
Total cash flows used for investing                 
 activities        (4,977)    (7,500)        (12,477) 
 
Increase in cash and equivalents    51,812    (9,201)        42,611 
 
Cash and cash equivalents,                     
 beginning of year        17,223    --        17,223 
 
Cash and cash equivalents,                     
 end of year      $ 69,035    $ (9,201)    $ 59,834 
 
F20

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND 
FINANCIAL DISCLOSURE             
 
                   None.                 
 
ITEM 8A. CONTROLS AND PROCEDURES         
 
                    We maintain a set of disclosure controls and procedures designed to ensure that information required to be 
disclosed in our reports filed under the Securities Exchange Act is recorded, processed, summarized and reported within 
the time periods specified by the SEC’s rules and forms. Disclosure controls are also designed with the objective of 
ensuring that this information is accumulated and communicated to our management, including our chief executive 
officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.     
 
                    Based upon their evaluation as of the end of the period covered by this report, David Chin, who serves as our 
chief executive officer and chief financial officer, concluded that our disclosure controls and procedures are not 
effective to ensure that information required to be included in our periodic SEC filings is recorded, processed, 
summarized, and reported within the time periods specified in the SEC rules and forms.     
 
                    Our board of directors was advised by E. Randall Gruber, CPA, PC, our independent registered public 
accounting firm, that during their performance of audit procedures for 2005 E. Randall Gruber, CPA, PC identified a 
material weakness as defined in Public Company Accounting Oversight Board Standard No. 2 in our internal control 
over financial reporting.  This deficiency consisted primarily of inadequate staffing and supervision that could lead to 
the untimely identification and resolution of accounting and disclosure matters and failure to perform timely and 
effective reviews. However, our financial condition prevents us from being able to employ sufficient resources to 
enable us to have adequate segregation of duties within our internal control system, and resultantly, no change to our 
internal control over financial reporting has been made. Our management is required to apply their judgment in 
evaluating the cost-benefit relationship of possible controls and procedures.         
 
ITEM 8B. OTHER INFORMATION         
 
                   None.                 
 
PART III
 
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;     
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT         
 
                   The following table sets forth certain information with respect to each of our executive officers or directors. 
 
NAME   AGE   POSITION   PERIOD SERVING   TERM
 
David Chin   38   President and Director   November 2006-2007   1 year
 
Charles Wright   50   Vice-President and Director   November 2006-2007   1 year
 
Footnotes:                 
 
               (1) Directors hold office until the next annual stockholders’ meeting to be held in 2007 or until a successor or 
                   successors are elected and appointed.         
 
Directors, Executive Officers and Significant Employees         
 
                    Set forth below are summary descriptions containing the name of our directors and officers, all positions and 
offices held with us, the period during which such officer or director has served as such, and the business and 
educational experience of each during at least the last five years:         
 
                    David Chin attended the University of Irvine from 1988 to 1993, studying general education, management and 
business. Since 1996 Mr. Chin has successful built a start up company involved with vocation training with $100,000 
dollars in revenue in 1996 to $2 million in 2002. Currently Mr. Chin serves as Director, Chairman, President, and CEO 

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

Summary Compensation Table
 
        Annual Compensation       Long-Term Compensation
        ----------------------------       -----------------------------------------------------
                    Other   Restricted           All
                    Annual   Stock   Securities   LTIP   Other
Name and        Salary       Compens   Awards   Underlying   Payouts Compens
Principal Position    Year   ($)   Bonus ($)   ation ($)   ($)   Options (#)   ($)   ation ($)
 
David Chin    2006   4,000   0   0   0   0   0   0
President    2005   12,000   0   0   0   0   0   0
and Treasurer    2004   25,000   0   0   0   0   0   0
 
Charles Wright    2006   0   41,000   0   0   0   0   0
Vice-President                                 
 
Directors’ Compensation                             
 
                    We have no formal or informal arrangements or agreements to compensate our directors for services they 
provide as directors of our company.                         
 
Employment Contracts and Officers’ Compensation                 
 
                    We currently have an employment agreement with Charles Wright, originating in August 2006, for a term of 
six years. Mr. Wright has elected not to receive any annual salary unless and until we achieve profitability for four 
consecutive quarters, at which time a base salary may be negotiated. Mr. Wright, however, is entitled to receive 
bonuses in the form of stock or cash at the discretion of the board of directors.             
 
Stock Option Plan And Other Long-term Incentive Plan                 
 
                    In April 2006, we implemented a qualified stock option plan to reward employees, consultants and other 
individuals and entities who provide services to us. Under the plan, we are authorized to issue up to 10,000,000 shares 
of our common stock at prevailing market prices.                     
 
ITEM 11.  SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 
 
Security Ownership of Management and Certain Beneficial Owners             
 
                    The following table sets forth as of November 30, 2006 certain information regarding the beneficial ownership 
of our common stock by:                             
 
                   1.     Each person who is known us to be the beneficial owner of more than 5% of the common stock, 
 
                   2.     Each of our directors and executive officers and                 
 
                   3.     All of our directors and executive officers as a group.                 
 
                    Except as otherwise indicated, the persons or entities listed below have sole voting and investment power with 
respect to all shares of common stock beneficially owned by them, except to the extent such power may be shared with 
a spouse. No change in control is currently being contemplated.                 

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

 ***    Incorporated by reference herein filed as an exhibit to Form 8-K filed on August 14, 2006 
 ****    Incorporated by reference herein filed as an exhibit to Form 8-K filed on August 30, 2006 
 
FORM 8-K
Date Filed    Item(s) Reported         
 
 08/14/2006    Items 2.01, 3.02 and 9.01         
    An amendment to this 8-K was filed on 02/21/2007         
 
 08/30/2006    Items 1.01, 5.02 and 9.01         
 
ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES         
 
                    The following table sets forth fees billed to us by our independent auditors for the year ended 6 and 5 for (i) 
services rendered for the audit of our annual financial statements and the review of our quarterly financial statements, 
(ii) services rendered that are reasonably related to the performance of the audit or review of our financial statements 
that are not reported as Audit Fees, and (iii) services rendered in connection with tax preparation, compliance, advice 
and assistance.             
 
    SERVICES   2006   2005
 
         Audit fees    $ 11,428    $ 7,000 
         Audit-related fees    $ 0           $ 0 
         Tax fees    $ 0           $ 0 
         All other fees    $ 0           $ 0 
 
         Total fees    $ 7,000    $ 7,000 

SIGNATURES
                   Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Company has duly
caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.    
 
US BIODEFENSE, INC.
 
Signature   Title   Date
/s/ David Chin   Chief Executive Officer and   March 13, 2007
David Chin   President    
/s/ David Chin   Treasurer and   March 13, 2007
David Chin   Chief Financial Officer    
 
                   In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.    
 
US BIODEFENSE, INC.
 
Signature   Title   Date
/s/ David Chin   Chief Executive Officer and   March 13, 2007
David Chin   President    
 
/s/ David Chin   Treasurer and   March 13, 2007
David Chin   Chief Financial Officer