(Mark One)

[X]

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

For the quarterly period ended: May 31, 2005

Or

[  ]

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

For the transition period from ____________ to _____________

Commission File Number: 000-31431

                                      US BIODEFENSE, INC.

                                     (Exact name of registrant as specified in its charter)

Utah

(State or other jurisdiction of incorporation or organization)

             33-0052057

             (I.R.S. Employer Identification No.)

13674 E. Valley Blvd.

City of Industry, CA

(Address of principal executive offices)

              91746

               (Zip Code)

                               (626) 961-0562

                                  (Registrant's telephone number, including area code)

                             N/A

     (Former name, former address and former fiscal year, if changed since last report)

Page

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

3

Balance Sheet

4

Statements of Operations

5

Statements of Cash Flows

6

Notes

7

Item 2. Management's Discussion and Plan of Operation

9

PART II - OTHER INFORMATION

Item 4. Controls and Procedures

11

Item 6. Exhibits

11

SIGNATURES

12

CERTIFICATION

12

ASSETS

2005

2004

Current assets

Cash and cash equivalents

$64,014

$47,588

Prepaid services - Related party

----

----

Prepaid services

----

----

Prepaid expenses

----

400

Total current assets

64,014

47,988

Total assets

64,014

47,988

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

Current liabilities

Accounts payable

----

594

Notes payable - Related party

4,312

3,500

Deferred revenues

41,667

45,833

Total current liabilities

45,979

49,927

Total liabilities

45,979

49,927

Stockholders' equity:

Common stock, $0.001 par value, 100,000,000 shares authorized, $.0001

par value, 10,101,349 share issued and outstanding

10,101

10,101

Additional paid in capital

3,793,289

3,793,289

Accumulated deficit

(3,785,355)

(3,805,329)

Total stockholders' equity (deficit)

18,035

(1,939)

Total liabilities and stockholders' equity (deficit)

$64,014

$47,988

Three months ended

Six months ended

May 31,

May 31,

2005

2004

2005

2004

Revenues

$16,667

$4,167

$79,167

$4,167

General & administrative expenses

30,211

14,507

69,168

18,106

General & administrative expenses -

  Related party

---

10,000

---

25,000

Total expenses

30,211

24,507

69,168

43,106

Net income (loss)

$(13,544)

$(20,340)

$9,999

$(38,939)

Weighted average number of shares

  outstanding - basic and fully diluted

10,101,349

10,101,349

10,101,349

10,101,349

Basic and diluted net income (loss)

  per common share

$(0.00)

$(0.00)

$0.00

$(0.00)

2005

2004

Cash flows from operating activities

  Net income (loss)

$9,999

$(38,939)

  Adjustments to reconcile net loss to net cash used in

    operating activities:

      Stock issued for payroll - Related party

      Stock issued for prepaid payroll - Related party

      Stock issued for prepaid services

      Changes in operating assets and liabilities:

        Prepaid expenses

---

36,600

        Accounts payable

(377)

594

        Deferred revenues

20,834

45,833

        Notes payable - Related party

---

---

          Net cash used by operating activities

30,456

44,088

Cash flows from financing activities

  Proceeds from notes payable - Related party

---

3,500

---

3,500

Increase in cash and cash equivalents

30,456

47,588

Cash and cash equivalents, beginning of year

33,558

---

Cash and cash equivalents, end of year

$64,014

$47,588

Background

US Biodefense , Inc. (the "Company"), a Utah corporation is headquartered in the City of

Industry, California.  The Company is a registered government contractor with the Department

of Defense Logistics Agency.  The Company is focused on designing and developing

homeland security and biodefense products.  

The Company was originally incorporated under the name Teal Eye, Inc. in the state of

Utah on June 29, 1983.  The Company then merged with Terzon Corp. and amended its

Articles of Incorporation to change the name to Terzon Corp.  On September 7, 1984,

the Company amended its articles of incorporation changing its name to Candy Stripers

Corporation, Inc.  On January 6, 1998, the Company amended its Articles of Incorporation

changing its name to Piedmont, Inc.  On May 31, 2003, the Company amended its

articles of Incorporation and changed its name to US Biodefense, Inc.  

Basis of Presentation

The interim financial statements included herein, presented in accordance with accounting

principles generally accepted in the United States and stated in US dollars, have been prepared by

the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange

Commission.  Certain information and footnote disclosures normally included in financial statements

prepared in accordance with accounting principles generally accepted in the United States have

been condensed or omitted pursuant to such rules and regulations, although the Company believes

that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the

opinion of management are necessary for fair presentation of the information contained therein.  It

is suggested that these interim financial statements be read in conjunction with the financial

statements of the Company for the year ended November 30, 2004 and notes thereto included in

the Company's Form 10-KSB.  The Company follows the same accounting policies in the

preparation of interim reports.

Going Concern

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 had an accumulated deficit of $3,785,355

at May 31, 2005.  In addition, the Company generate 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

homeland security and biodefense products.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted

in the United States of America requires management to make estimates and assumptions that

affect reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at

the date of the financial statements, and the reported amounts of revenues and expenses during

the reporting period.  Actual results could differ from those estimates.

Fair Value of Financial Instruments

For certain of the Company's financial instruments, including cash and cash equivalents, prepaid

expenses, accounts payable and deferred revenues, the carrying amounts approximate fair value

due to their short maturities.

Revenue Recognition

Revenue is recognized when services are performed or products are delivered.  The cost of

shipping and handling are charged directly to cost of sales at the time of shipment.  Sales are

recorded net of returns, discounts and allowances.

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.

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 six months ended May 31, 2005 and May 31,

2004, the Company has no items that represent other comprehensive income, and accordingly,

has not included a schedule of comprehensive income in the financial statements.

Advertising Costs

Advertising costs are expensed as incurred.  There were no advertising costs for the six month

periods ended May 31, 2005 or May 31, 2004.

Income Taxes

The Company accounts for income taxes under SFAS 109, "Accounting for Income Taxes."  Under

the asset and liability method of SFAS 109, deferred tax assets and liabilities are recognized

for the future tax consequences attributable to differences between the financial statements

carrying amounts of existing assets and liabilities and their respective tax bases.  Deferred tax

assets and liabilities are measured using enacted tax rates expected to apply to taxable income

in the years in which those temporary differences are expected to be recovered or settled.

Loss per Share

In accordance with SFAS No. 128, "Earnings Per Share," the basic income / (loss) per common

share is computed by dividing net income / (loss) available to common stockholders by the

weighted average number of common shares outstanding.  Diluted income per common share is

computed similar to basic income per share except that the denominator is increased to include

the number of additional common shares that would have been outstanding if the potential common

shares had been issued and if the additional common shares were dilutive.  As of May 31,

2005 and May 31, 2004, the Company does not have any equity or debt instruments

outstanding that can be converted into common stock.

Stock-Based Compensation

The Company accounts for stock-based employee compensation arrangements in accordance

with the provisions of Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued

to Employees" and complies with the disclosure provisions of SFAS 123, "Accounting for Stock-

Based Compensation."  Under APB 25, compensation cost is recognized over the vesting period

based on the excess, if any, on the date of the grant of the deemed fair value of the Company's

shares over the employee's exercise price.  When the exercise price of the employee share

options is less than the fair value price of the underlying shares on the grant date, deferred stock

compensation is recognized and amortized to expense in accordance with FASB Interpretation

No. 28 over the vesting period of the individual options.  Accordingly, because the exercise price

of the Company's employee options equals or exceeds the market price of the underlying shares

on the date of grant, no compensation expense is recognized.  Options or shares awards

issued to non-employees are valued using the fair value method and expensed over the period

services are provided.

Impairment of Long-Lived Assets

In the event that facts and circumstances indicate that the carrying value of a long-lived asset,

including associated intangibles, may be impaired, an evaluation of recoverability is performed

by comparing the estimated future undiscounted cash flows, associated with the asset or the

asset's estimated fair value to the asset's carrying amount to determine if a write-down to market

value or discounted cash flow is required.

Note 2 - Notes Payable (Including Related Parties)

As of February 28, 2005, an officer and director of the Company loaned the Company a total of

$4,312 to pay for general and administrative expenses.  The loan bears no interest and is due

upon demand.  As of May 31, 2005, the amount owed is $4,312.

Note 3 - Deferred Revenues (Including Related Parties)

On May 1, 2005, the Company renewed 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.  The term of the agreement is for twelve months.

Financialewsusa.com, Inc. paid a total of $50,000 for these services.  As of May 31, 2005

$41,667 is reflected as revenues received in advance and will be amortized ratably over the service

period.

Exhibit Number

Name and/or Identification of Exhibit

3

Articles of Incorporation & By-Laws

a.  Articles of Incorporation of Teal Eyes, Inc.  Incorporated by reference herein filed as Exhibit (a) to Form 10SB12G filed on September 1, 2000.

b.  Amendment to Articles of Incorporation of Teal Eyes, Inc.  Incorporated by reference herein filed as Exhibit (b) to Form 10SB12G filed on September 1, 2000.

c.  Amendment to Articles of Incorporation of Terzon Corporation.  Incorporated by reference herein filed as Exhibit (c) to Form 10SB12G filed on September 1, 2000.

d.  Amended and Restated Articles of Incorporation of Candy Stripers Candy Corp.  Incorporated by reference herein filed as Exhibit (d) to Form 10SB12G filed on September 1, 2000.

e.  By-Laws of the Company.  Incorporated by reference herein filed as Exhibit (e) to Form 10SB12G filed on September 1, 2000.

f.  Certificate of Amendment to Articles of Incorporation filed May 13, 2003.  Incorporated by reference herein filed as Exhibit 3 to Form 10-QSB filed on July 15, 2003.

31

Rule 13a-14(a)/15d-14(a) Certifications

a.  David Chin

b.  Marcia Marcus

c.  Scott Perren

32

Certification under Section 906 of the Sarbanes-Oxley Act (18 U.S.C. Section 1350)

Date of Form 8-K

Item(s) Reported

03/18/2005

Items 4.01 and 9.01

(Amendments filed April 1, 2005 and April 5, 2005)

US BIODEFENSE, INC.

(Registrant)

July 15, 2005

Signed:

/s/ David Chin

Director

Print:

David Chin

Signed:

/s/ Marcia Marcus

Director

Print:

Marcia Marcus

Signed:

/s/ Scott Perren

Director

Print:

Scott Perren