ubdfpre14c20070824v2.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
SCHEDULE 14C
Information Statement Pursuant to Section 14(c) of the Securities 
Exchange Act of 1934 (Amendment No. ___)

Check the appropriate box: 
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US Biodefense, Inc.
(Name of Registrant as Specified in its Charter)
 
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US BIODEFENSE, INC.
375 South 6th Avenue
City of Industry, California 91746
 
 
Notice of Action by Written Consent of Shareholders to be Effective September 27, 2007
 
Dear Stockholder: 
 
          The purpose of this information statement is to inform the holders of record of shares of our common stock as 
of the close of business on the record date, September 7, 2007, that our board of directors has recommended, and that 
the holder of the majority of our capital stock intends to vote on September 27, 2007 in favor of a resolution which will 
grant us the authority to distribute the shares we own in our wholly-owned subsidiary, Emergency Disaster Systems, 
Inc., to our shareholders. 
 
          The corporate action is expected to be taken by consent of the holders of a majority of the shares outstanding, 
pursuant to Nevada law. We have a consenting stockholder, David Chin, our President and Director, who holds 
37,292,119 shares of our common stock. Each share of our common stock is entitled to one vote on all matters brought 
before the stockholders. Therefore, Mr. Chin will have the power to vote 37,292,119 shares of our common stock, 
which number exceeds the majority of the 60,304,047 issued and outstanding shares of our common stock on the 
record date. Mr. Chin is expected vote in favor of granting us the proposed authority to conduct the distribution of 
Emergency Disaster Systems, Inc. common stock to our shareholders. Mr. Chin will have the power to pass the 
proposed corporate actions without the concurrence of any of our other stockholders. 
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 
 
          Proxies are not being solicited because a stockholder holding a majority of our issued and outstanding voting 
common stock holds enough shares to effect the proposed actions and has indicated his intention to vote in favor of the 
proposals contained herein. 

    /s/ David Chin 
    David Chin 
    President 
    Chief Executive Officer 
 
City of Industry, California   
August 27, 2007   

US BIODEFENSE, INC.
375 South 6th Avenue
City of Industry, California 91746
 
 
INFORMATION STATEMENT
 
WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. 
 
General Information
 
          This information statement is furnished to the holders of record at the close of business on September 4, 2007, 
the record date, of the outstanding common stock of US Biodefense, Inc., pursuant to Rule 14c-2 promulgated under 
the Securities Exchange Act of 1934, as amended, in connection with an action which the holder of the majority of the 
votes of our stock intends to take on September 24, 2007 to grant us the authority to distribute the shares we own in our 
wholly-owned subsidiary, Emergency Disaster Systems, Inc., to our shareholders. 
 
Dissenters' Right of Appraisal
 
          The Utah Revised Business Corporation Act does not provide for shareholders’ rights of dissenter with regard 
to the heretofore proposed actions. 
 
Voting Securities
 
          In accordance with our bylaws, our board of directors has fixed the close of business on September 4, 2007 as 
the record date for determining the stockholders entitled to notice of the above noted action. The approval of the 
proposed action to distribute our ownership of our wholly-owned subsidiary, Emergency Disaster Systems, Inc., to our 
shareholders requires the affirmative vote of a majority of the shares of our common stock issued and outstanding at 
the time the vote is taken. The quorum necessary to conduct business of the stockholders consists of a majority of the 
common stock issued and outstanding as of the record date. 
 
          As of the record date, 60,304,047 shares of our common stock were issued and outstanding. We have a 
consenting stockholder, Mr. David Chin, our President and Director, who holds 37,292,119 shares of our common 
stock. Each share of our common stock is entitled to one vote on all matters brought before the stockholders. 
Therefore, Mr. Chin will have the power to vote 37,292,119 shares of the common stock, which number exceeds the 
majority of the 60,304,047 issued and outstanding shares of our common stock on the record date. 
 
          Mr. Chin will vote in favor of the proposed grant of authority to the board with respect to the distribution of 
our ownership in EDS to our shareholders. Mr. Chin will have the power to pass the proposed corporate actions 
without the concurrence of any of our other stockholders. 
 
PROPOSAL
 
DISTRIBUTE THE SHARES OF EMERGENCY DISASTER SYSTEMS
TO SHAREHOLDERS OF US BIODEFENSE
 
          Our board of directors has adopted a resolution to seek stockholder approval for authority to distribute the 
600,000 shares of Emergency Disaster Systems that we own to our shareholders. The ratio at which the distribution is 
expected to take place, that the board of directors approved and deemed advisable, and for which it is seeking 
stockholder approval, is for every approximately 100 shares of US Biodefense you own, you will receive one share of 
Emergency Disaster Systems. After the distribution of EDS shares to our shareholders, we will no longer own any 
shares in EDS. 
 
          A shareholder possessing a majority of our voting common stock has expressed that he will vote in favor of 
the proposal. Therefore, we expect this action to be authorized without the concurrence of any of our other 
stockholders. 

          The distribution will not affect the registration of our common stock under the Securities Exchange Act of 
1934, as amended, nor will it change our periodic reporting and other obligations thereunder. The voting and other 
rights of the holders of our common stock would not be affected by the distribution. For example, a holder of 0.5 
percent of the voting power of the outstanding shares of our common stock immediately prior to the distribution would 
continue to hold 0.5 percent of the voting power of the outstanding shares of our common stock after the distribution. 
The number of stockholders of record would not be affected by the distribution. 
 
          Stockholders should note that the effect of the distribution upon the market price for our common stock cannot 
be accurately predicted. In particular, there is no assurance that prices for shares of our common stock after the 
distribution will not be less than the current market price for our shares of common stock immediately prior to the 
distribution. Furthermore, there can be no assurance that the market price of our common stock immediately after the 
distribution will be maintained for any period of time. Moreover, because some investors may view the distribution 
negatively, there can be no assurance that the split will not adversely impact the market price of our common stock or, 
alternatively, that the market price following the distribution will either exceed or remain in excess of the current 
market price. 
 
          There is no public market for the common stock of EDS. The current and potential market for EDS’ common 
stock is limited. In the absence of being listed, no market is available for holders of EDS common stock to sell their 
shares. We cannot guarantee that a meaningful trading market will develop. 
 
          If the stock of EDS ever becomes tradable, of which we cannot guarantee success, the trading price of its 
common stock could be subject to wide fluctuations in response to various events or factors, many of which are beyond 
management’s 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 the stock of EDS. 
 
          All of the outstanding shares of common stock of EDS, are “restricted securities” as defined under Rule 144 
promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an 
exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person 
who has satisfied a one year holding period for such restricted securities may sell, within any three month period 
(provided EDS is current in its reporting obligations under the Exchange Act) subject to certain manner of resale 
provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding 
common stock or the average weekly trading volume in such securities during the four calendar weeks prior to such 
sale. Sales of shares by EDS shareholders, whether pursuant to Rule 144 or otherwise, may have an immediate 
negative effect upon the price of EDS’ common stock in any market that might develop. 
 
Effective Date
 
          If the proposed distribution of shares of EDS is approved, the action would become effective as of 5:00 p.m. 
Pacific Standard Time on September 24, 2007. All shareholders of our common stock of record as of September 4, 
2007 will receive, automatically and without any action on the part of the stockholders, shares in EDS at the above- 
specified ratio. 
 
Vote Required
 
          The affirmative vote of a majority of the total number of shares of our issued and outstanding capital stock is 
required to approve the grant of authority to our directors to implement the forward stock split. 
 
          The board of directors recommends a vote FOR approval of the grant of authority to our directors to 
implement the forward stock split. 
 
SECURITY OWNERSHIP OF MANAGEMENT
 
          The following table sets forth as of July 31, 2007, 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    37,292,119     61.8% 
    375 South 6th Avenue         
    City of Industry, California 91746         
  
    Officers and Directors (1)    37,292,119     61.8% 

EXECUTIVE COMPENSATION
 
Summary Compensation Table 
 
          The Company does not have employment agreements with its executive officers. The Company has yet to 
determine the appropriate terms needed for the creation of employment agreements for its officers. There has been no 
discussion with any of the Company’s officers regarding any potential terms of these agreements, nor have such terms 
been determined with any specificity. The Company has no proposal, understanding or arrangement concerning 
accrued earnings to be paid in the future. In the meanwhile, none of the Company’s executive officers have been 
drawing salaries since they were appointed to their positions. 
 
Summary Compensation Table 

    Annual Compensation       Long-Term Compensation
    ------------------------------       ---------------------------------------------------------------------
                Other    Restricted            All 
                Annual    Stock    Securities    LTIP    Other 
Name and            Bonus    Compens    Awards    Underlying    Payouts    Compens 
Principal Position    Year    Salary ($)    ($)    ation ($)    ($)    Options (#)    ($)    ation ($) 
 
David Chin    2007    0    0    0    80,000    0    0    0 
President    2006    4,000    0    0    0    0    0    0 
    2005    12,000    0    0    0    0    0    0 

Directors’ Compensation         
 
          The Company has no formal or informal arrangements or agreements to compensate its directors for services 
they provide as directors of the Company.     
 
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, CEO and Director    November 2006-2007    1 year 
 
Directors, Executive Officers and Significant Employees     

          Set forth below are summary descriptions containing the name of the Company’s interim director and officer, 
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. 
 
          David Chin’s Business Experience: 
 
                    2002 – 2005: President of Financialnewsusa.com Inc., 13674 E. Valley Blvd, City of Industry, CA 
                    91746 
                    1996 – Present: President and Founder of Camino Real Career School, 13674 E. Valley Blvd., La 
                    Puente, CA 91746. 
 
Board Committees 
 
          The Company currently has no compensation committee or other board committee performing equivalent 
functions. Currently, all members of the Company’s 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. 
 
COPIES OF ANNUAL AND QUARTERLY REPORTS
 
          We will furnish a copy of our Annual Report on Form 10-KSB for the year ended November 30, 2007 all 
subsequent Quarterly Reports on Form 10-QSB and any exhibit referred to therein without charge to each person to 
whom this information statement is delivered upon written or oral request by first class mail or other equally prompt 
means within one business day of receipt of such request. Any request should be directed to our corporate secretary at: 
375 South 6th Avenue, City of Industry, California 91746.