Edgar Filing: US BIODEFENSE INC

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, 2003

[ ] 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 (I.R.S. employer identification
incorporation or organization) number)

13674 E. Valley Blvd. 91746
City of Industry, CA
------------------------ --------
(Address of principal executive (Zip code)
offices)

Issuer's telephone number: (626) 961-8039

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

-1-

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 $0.

The Company's common stock is listed on the Over-the-Counter
Bulletin Board under the stock ticker symbol "UBDF." The
aggregate market value of the voting and non-voting common equity
held by non-affiliates as of March 15, 2004 was $1,621,584.

The number of shares outstanding of each of the issuer's classes
of common equity, as of November 30, 2003 was 10,101,349.

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 6
ITEM 3. LEGAL PROCEEDINGS 6
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS 6

PART II 6

ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 7
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION 8
ITEM 7. FINANCIAL STATEMENTS 9
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE 22
PART III 23

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL
PERSONS; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT 23
ITEM 10. EXECUTIVE COMPENSATION 24
ITEM 11. SECURITY OWNERSHIP OF MANAGEMENT AND CERTAIN SECURITY HOLDERS 24
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 25
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K 25
ITEM 14. CONTROLS AND PROCEDURES 26

SIGNATURES 27

-2-

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, Originally New York'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.

Business of Issuer

Principal Products and Principal Markets

Distribution Methods of Our Products

Our marketing activities will be focused on key vertical
markets and will be primarily conducted by our management and any
independent contractors we have employ. Our marketing approach
will begin with the development of information concerning the
requirements of our potential customers for the types of
technical services that we provide. This information is gathered
in the course of contract performance, reviewing requests for
competitive bids, formal briefings, participation in professional
organizations and published literature. This information is then
evaluated in order to devise and implement the best means of
taking advantage of available business opportunities, including
the preparation of proposals responsive to the stated and
perceived needs of customers. Our products may be marketed with
the assistance of independent sales representatives. We have not
yet implemented any marketing activities and have not determined
when we may begin to do so.

-3-

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
may also compete with the U.S. Government's own in-house
capabilities and federal non-profit contract research centers.

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.

Government Approval of Principal Products or Services

We expect the U.S. Government to be one of our primary
customers. Many of the U.S. Government programs in which we may
participate as a contractor or subcontractor may extend for
several years. 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 through the date of
termination and will be paid a proportionate amount of the
stipulated profit or fee attributable to the work actually
performed. No assurance can be given that contract and program
modifications, curtailments or terminations will not have a
material adverse effect on us.

In addition, the U.S. Government may terminate a contract
for default. Such a termination could have a significant impact
on our business. 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

Our management does not believe that any existing or
probable government regulations could impact our business.
However, we could be indirectly affected if our independent
manufacturers fail to operate in compliance with applicable laws
and regulations. Although our internal guidelines promote
ethical business practices, we do not control these vendors or
their labor practices. The violation of labor or other laws by
an independent manufacturer, or the divergence of an independent
manufacturer's labor practices from those generally accepted as
ethical in the United States, could result in adverse publicity
for us and could reduce sales of our products.

Employees

We do not have any employees. Instead, we presently rely on
the efforts of our President, David Chin, who devotes an average
of 10 hours per week to our operations. We believe that our
operations are currently on a small scale that is manageable by a
one individual. While we believe that the addition of employees
is not required over the next 12 months, we may contract sales
representatives to market our products for us on an independent
contractor basis. These representatives are not intended to be
employees of our company.

Reports to Security Holders

Annual Reports

We intend to deliver annual reports to security holders and
the United States Securities and Exchange Commission on Form 10-
KSB in accordance with the provisions of Section 12 of the
Securities Exchange Act of 1934, as amended. Such annual reports
will include audited financial statements.

-4-

Periodic Reports with the SEC

As of the date of this annual report, we have filed all
necessary periodic reports with the SEC, as required by law and
regulations applicable to fully reporting companies.

Availability of Filings

You may read and copy any materials we file with the SEC at
the SEC's Public Reference Room at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-
800-SEC-0330. Additionally, the SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information
statements and other information regarding issuers that file
electronically with the SEC.

Risk Factors

We may be unable to continue as a going concern if we fail to
generate sufficient revenues and/or fail to obtain additional
capital.

We have limited funds and operations. For the year ended
November 30, 2003, we have incurred a total loss of $110,000
without generating any revenues. We will not be profitable until
we are able to develop marketable products and derive substantial
revenues from sales of those products. We expect to continue to
lose money unless we are able to generate sufficient revenues and
cash flows or obtain adequate funding through external offerings
of our equity or debt. There are no assurances that we will be
able to generate sales or that additional financing will be
available, or if available, will be on terms acceptable to us.
If adequate working capital is not available, the value of our
Company's common shares will be negatively affected and could
result in the loss of your entire investment.

We may not be able to compete against our larger competitors.

Significantly all of our competitors have greater financial,
distribution, marketing and other resources and have achieved
greater recognition for their brand names for product lines or
certain products than we have. As a result, some of these
competitors may be able to devote greater resources to marketing
and promotional activities or adopt more aggressive pricing
policies than we may be able to. Increased competition in this
manner may result in reduced operating margins or loss of market
share.

A substantial percentage of our revenue is from U.S. Government
customers and the regional Bell operating companies

We expect to derive a substantial portion of our revenues
from the U.S. Government as a prime contractor or a
subcontractor. Our revenues could be adversely impacted by a
reduction in the overall level of U.S. Government spending and by
changes in its spending priorities from year to year.
Furthermore, even if the overall level of U.S. Government
spending does increase or remains stable, the budgets of the
government agencies with whom we may do business may be decreased
or our projects with them may not be sufficiently funded,
particularly because Congress usually appropriates funds for a
given project on a fiscal-year basis even though contract
performance may take more than one year. The current Iraq
conflict may adversely impact our revenues in fiscal year 2004 if
U.S. Government funding shifts to direct war fighting efforts, as
we may experience delays in new contract awards and funding of
current contracts that are not directly related to the conflict.
In addition, obtaining U.S. Government contracts remains a highly
competitive process and this may lead to a greater portion of our
revenue base being associated with contracts providing for a
lower amount of reimbursable cost than we otherwise may have been
able to recover.

We face risks relating to Government contracts

The Government may modify, curtail or terminate our
contracts. Many of the U.S. Government programs in which we
expect to participate as a contractor or subcontractor may extend
for several years; however, these programs are normally funded on
an annual basis. The U.S. Government may modify, curtail or
terminate its contracts and subcontracts at its convenience.
Modification, curtailment or termination of our major programs or
contracts could have a material adverse effect on our results of
operations and financial condition.

-5-

Our business is subject to potential Government inquiries
and investigations. We will be, from time to time, subject to
certain U.S. Government inquiries and investigations of our
business practices due to participation in government contracts.
We cannot assure you that any such inquiry or investigation would
not have a material adverse effect on our results of operations
and financial condition.

Our contract costs are subject to audits by Government
agencies. The costs we anticipate incurring on U.S. Government
contracts, including allocated indirect costs, may be audited by
U.S. Government representatives. These audits may result in
adjustments to our contract costs. We intend to negotiate with
the U.S. Government representatives before settling on final
adjustments to our contract costs. We do not know the outcome of
any future audits and adjustments and we may be required to
reduce our revenues or profits upon completion and final
negotiation of these audits.

Our business could suffer if we fail to attract, train and retain
skilled employees

The availability of highly trained and skilled professional,
administrative and technical personnel is critical to our future
growth and profitability. Competition for scientists, engineers,
technicians, management and professional personnel is intense and
competitors aggressively recruit key employees. Because of
competition for experienced personnel, particularly in highly
specialized areas, it will be difficult to meet our anticipated
needs for these employees in a timely manner. We intend to
devote significant resources to recruit, train and retain
qualified employees; however, we cannot assure you that we will
be able to attract and retain such employees on acceptable terms.
Any failure to do so could have a material adverse effect on our
operations.

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.

Certain Nevada corporation law provisions could prevent a
potential takeover, which could adversely affect the market price
of our common stock.

We are incorporated in the State of Utah. Certain
provisions of Utah corporation law could adversely affect the
market price of our common stock. Because Utah corporation law
requires board approval of a transaction involving a change in
our control, it would be more difficult for someone to acquire
control of us. Utah corporate law also discourages proxy
contests making it more difficult for you and other shareholders
to elect directors other than the candidate or candidates
nominated by our board of directors. Our articles of
incorporation and by-laws contain no similar provisions.

-6-

ITEM 2. DESCRIPTION OF PROPERTY

Description of Property

US Biodefense, Inc. has its headquarters in California. The
mailing address is US Biodefense, Inc., 13674 E. Valley Blvd.,
City of Industry, CA 91746, phone: (626) 961-8039. This office
is provided by our officer and director at no charge to us.
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

We are not currently involved in any legal proceedings nor
do we have knowledge of any threatened litigation.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

We did not hold a shareholders meeting in 2003, thus there
was no vote of securities holders in 2003.

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 "UBDF."
The following table sets forth the monthly high and low prices
for the Company's common stock on the OTCBB(R) for each quarter
of the last two fiscal years:

Quarter Ended High Low
-------------------------------------
December 31, 2003 $18.00 $12.00
September 30, 2003 $15.00 $13.00
June 30, 2003 $15.00 $ 3.00
March 31, 2003 $ 3.00 $ 3.00

December 31, 2002 $ 7.00 $ 3.00
September 30, 2002 $ 7.00 $ 7.00
June 30, 2002 $ 7.00 $ 6.00
March 31, 2002 $ 6.00 $ 5.00

OTCBB(R) 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.

Holders

As of the date of this prospectus, we have approximately
10,101,349 shares of $0.001 par value common stock issued and
outstanding held by approximately 100 shareholders of record.

-7-

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, 2003, 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.

Plan Category Number of Weighted Number of
Securities average securities
to be exercise remaining
issued upon price of available
exercise of outstanding for future
outstanding options, issuance
options, warrants
warrants and rights
and rights
(a) (b) (c)
----------------------------------------------------------------------
Equity compensation plans - - -
approved by security holders

Equity compensation plans - - -
not approved by security
holders

Total - - -

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATION

Forward Looking Statements

Some of the statements contained in this Form 10-KSB that
are not historical facts are "forward-looking statements" which
can be identified by the use of terminology such as "estimates,"
"projects," "plans," "believes," "expects," "anticipates,"
"intends," or the negative or other variations, or by discussions
of strategy that involve risks and uncertainties. We urge you to
be cautious of the forward-looking statements, that such
statements, which are contained in this Form 10-KSB, reflect our
current beliefs with respect to future events and involve known
and unknown risks, uncertainties and other factors affecting our
operations, market growth, services, products and licenses. No
assurances can be given regarding the achievement of future
results, as actual results may differ materially as a result of
the risks we face, and actual events may differ from the
assumptions underlying the statements that have been made
regarding anticipated events. Factors that may cause actual
results, our performance or achievements, or industry results, to
differ materially from those contemplated by such forward-looking
statements include without limitation:

-8-

1. Our ability to maintain, attract and integrate internal
management, technical information and management information
systems;

2. Our ability to generate customer demand for our products;

3. The intensity of competition; and

4. General economic conditions.

All written and oral forward-looking statements made in
connection with this Form 10-KSB that are attributable to us or
persons acting on our behalf are expressly qualified in their
entirety by these cautionary statements. Given the uncertainties
that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.

Plan of Operation

We intend to provide diversified professional and technical
services involving the application of scientific, engineering and
management expertise to provide biological defense solutions for
government and commercial customers in the U.S. and abroad. We
are currently developing our internal operations and researching
potential opportunities for our business. We expect to continue
to experience additional expenditures and incur ongoing losses
until we are able to implement our services and generate revenues
and cash flows to satisfy our financial obligations.

We have no 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. We have no formal written agreement with Mr. Chin for
such loans, and we cannot guarantee you that we will be able to
enforce this 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 and have not
commenced planned principal operations.

We currently do not own any significant plant or equipment
that we would seek to sell in the near future.

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. We outsource for the manufacture of our products,
as well as the hosting and maintenance of our web site, thus our
responsibilities are related predominantly to graphic design and
administrative duties. Additionally, our marketing and
advertising efforts are mainly conducted via the Internet, and
can be designed by our current staff or our third-party Internet
services firm. While we believe that the addition of employees
is not required over the next 12 months, we intend to contract
sales representatives to market our products for us on an
independent contractor basis. These representatives are not
intended to be employees of our company.

We have not paid for expenses on behalf of any of our
directors. Additionally, we believe that this fact shall not
materially change.

-9-

ITEM 7. FINANCIAL STATEMENTS

The following documents (pages F-1 to F-8) form part of the
report on the Financial Statements

PAGE

Independent Auditor's Report F-1
Balance Sheets F-2
Income Statements F-3
Statement of Stockholders' Equity F-4
Statement of Cash Flows F-5
Footnotes F-6

-10-

US Biodefense, Inc.
(Formerly Piedmont, Inc.)

Balance Sheets
as of
November 30, 2003 and 2002

and

Statements of Operations,
Stockholders' Equity, and
Cash Flows
for the years ended
November 30, 2003 and 2002

-11-

TABLE OF CONTENTS

PAGE

Independent Auditor's Report 1

Balance Sheets 2

Statements of Operations 3

Statements of Changes in Stockholders' Equity 4

Statements of Cash Flows 5

Footnotes 6

-12-

Beckstead and Watts, LLP
Certified Public Accountants
3340 Wynn Road
Las Vegas, NV 89102
702.257.1984
702.362.0540 (fax)

INDEPENDENT AUDITOR'S REPORT

Board of Directors
US Biodefense,Inc.
Las Vegas, NV

We have audited the Balance Sheets of US Biodefense,Inc.,
(formerly Piedmont, Inc.) (the "Company"), as of November 30,
2003 and 2002, and the related Statements of Operations,
Stockholders' Equity, and Cash Flows for the years then ended.
These financial statements are the responsibility of the
Company's management. Our responsibility is to express an
opinion on these financial statements based on our audit.

We conducted our audit in accordance with generally accepted
auditing standards in the United States of America. Those
standards require that we plan and perform the audit 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 statement presentation. An audit also includes
assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit
provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above
present fairly, in all material respects, the financial position
of US Biodefense,Inc. (formerly Piedmont, Inc.) as of November
30, 2003 and 2002, and the results of its operations and cash
flows for the years then ended, in conformity with generally
accepted accounting principles in the United States of America.

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As discussed in
Note 3 to the financial statements, the Company has had limited
operations and have not commenced planned principal operations.
This raises substantial doubt about its ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 3. The financial statements do not
include any adjustments that might result from the outcome of
this uncertainty.

/s/ Beckstead and Watts, LLP

March 8, 2004

-13- F-1

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Balance Sheets

November 30,
----------------------
2003 2002
----------------------
Assets

Current assets:
Cash $- $-
Prepaid services - related party 25,000 -
Prepaid services 12,000 -
----------------------
Total current assets 37,000 -
----------------------

$37,000 $-
======================
Liabilities and Stockholders' Equity

Current liabilities: $- $-
----------------------
Stockholders' equity:
Common stock, $0.001 par value, 100,000,000 shares
authorized, 10,101,349 and 101,349 shares issued
and outstanding as of 11/30/03 and 11/30/02,
respectively 10,101 101

Additional paid in capital 3,793,289 3,656,289

Accumulated deficit (3,766,390) (3,656,390)
----------------------
37,000 -
----------------------

$- $-
======================

The accompanying notes are an integral part of these financial
statements.

-14- F-2

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Statements of Operations

For the For the
year ended year ended
November 30, November 30,
2003 2002
---------------------------

Revenue $- $-
---------------------------
Expenses:
General & administrative expenses - related party 110,000 -
General & administrative expenses - -
---------------------------
Total expenses 110,000 -
---------------------------

Net (loss) $(110,000) $-
===========================

Weighted average number of
common shares outstanding - basic and fully diluted 4,156,144 101,349
===========================

Net (loss) per share - basic and fully diluted $(0.03) $-
===========================

The accompanying notes are an integral part of these financial
statements.

-15- F-3

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Statements of Changes in Stockholders' Equity

Additional Total
Common Stock Paid-in Accumulated Stockholers'
Shares Amount Capital Deficit Equity
----------------------------------------------------------

Balance, November 30, 2000 101,349 $101 $3,656,289 $(3,656,390) $-

Net income
For the year ended
November 30, 2001 - -
----------------------------------------------------------

Balance, November 30, 2001 101,349 101 3,656,289 (3,656,390) -

Net (loss)
For the year ended
November 30, 2002 - -
----------------------------------------------------------

Balance, November 30, 2002 101,349 101 3,656,289 (3,656,390) -

August 2003
Issued for payroll - 9,000,000 9,000 126,000 135,000
related party

August 2003
Issued for prepaid 1,000,000 1,000 11,000 12,000
services

Net (loss)
For the year ended
November 30, 2003 (110,000) (110,000)
----------------------------------------------------------

Balance, November 30, 2003 10,101,349 $10,101 $3,793,289 $(3,766,390) $37,000
==========================================================

The accompanying notes are an integral part of these financial
statements.

-16- F-4

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Statements of Cash Flows

For the For the
year ended year ended
November 30, November 30,
2003 2002
---------------------------

Cash flows from operating activities
Net (loss) $(110,000) $-
Adjustments to reconcile net
(loss) to cash (used) by operating activities:
Shares issued for payroll - related party 110,000 -
Shares issued for prepaid payroll - related party 25,000
Shares issued for prepaid services 12,000
Increase in prepaid expenses (37,000) -
---------------------------
Net cash (used) by operating activities - -
---------------------------

Net increase (decrease) in cash - -
Cash - beginning - -
---------------------------
Cash - ending $- $-
===========================
Supplemental disclosures:
Interest paid $- $-
===========================
Income taxes paid $- $-
===========================
Non-cash transactions:
Stock issued for payroll - related party $110,000 $-
Stock issued for prepaid payroll - related party 25,000
Stock issued for prepaid services 12,000 -
===========================
Number of shares issued for services 10,000,000 -
===========================

The accompanying notes are an integral part of these financial
statements.

-17- F-5

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Notes

Note 1 - History and organization of the company

The Company was organized June 29, 1983 (Date of Inception) under
the laws of the State of Utah, as Teal Eye, Inc. 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 Candy Corporation, Inc. On January 6,
1998, the Company amended its Articles of Incorporation changing
its name to Piedmont, Inc. On or about May 31, 2003, the Company
amended its articles of incorporation and changed its name to US
Biodefense, Inc. The new board of directors is interested in
changing the company's focus towards developing, acquiring, and
assisting companies in the bio defense industry.

Note 2 - Accounting policies and procedures

Cash and cash equivalents
The Company maintains a cash balance in a non-interest-bearing
account that currently does not exceed federally insured limits.
For the purpose of the statements of cash flows, all highly
liquid investments with an original maturity of three months or
less are considered to be cash equivalents. There were no cash
equivalents as of November 30, 2003 and 2002.

Impairment of long-lived assets
Long-lived assets held and used by the Company are reviewed for
possible impairment whenever events or circumstances indicate the
carrying amount of an asset may not be recoverable or is
impaired. No such impairments have been identified by management
at November 30, 2003 and 2002.

Revenue recognition
The Company recognizes revenue and gains when earned and related
costs of sales and expenses when incurred.

Advertising costs
The Company expenses all costs of advertising as incurred. There
were no advertising costs included in selling, general and
administrative expenses in 2003 or 2002.

Loss per share
Net loss per share is provided in accordance with Statement of
Financial Accounting Standards No. 128 (SFAS #128) "Earnings Per
Share". Basic loss per share is computed by dividing losses
available to common stockholders by the weighted average number
of common shares outstanding during the period. The Company had
no dilutive common stock equivalents, such as stock options or
warrants as of November 30, 2003 and 2002.

Reporting on the costs of start-up activities
Statement of Position 98-5 (SOP 98-5), "Reporting on the Costs of
Start-Up Activities," which provides guidance on the financial
reporting of start-up costs and organizational costs, requires
most costs of start-up activities and organizational costs to be
expensed as incurred. SOP 98-5 is effective for fiscal years
beginning after December 15, 1998. With the adoption of SOP 98-
5, there has been little or no effect on the Company's financial
statements.

Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amounts
of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amounts of revenue and expenses during the reporting
period. Actual results could differ from those estimates.

-18- F-6

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Notes

Fair value of financial instruments
Fair value estimates discussed herein are based upon certain
market assumptions and pertinent information available to
management as of November 30, 2003 and 2002. The respective
carrying value of certain on-balance-sheet financial instruments
approximated their fair values. These financial instruments
include cash and accounts payable. Fair values were assumed to
approximate carrying values for cash and payables because they
are short term in nature and their carrying amounts approximate
fair values or they are payable on demand.

Income Taxes
Deferred income tax assets and liabilities are computed annually
for differences between the financial statement and tax basis of
assets and liabilities that will result in taxable or deductible
amounts in the future based on enacted tax laws and rates
applicable on the periods in which the differences are expected
to affect taxable income. Valuation allowances are established
when necessary to reduce deferred tax assets to the amount
expected to be realized. Income tax expense is the tax payable
or refundable for the period plus or minus the change during the
period in deferred tax assets and liabilities.

Segment reporting
The Company follows Statement of Financial Accounting Standards
No. 130, "Disclosures About Segments of an Enterprise and Related
Information". The Company operates as a single segment and will
evaluate additional segment disclosure requirements as it expands
its operations.

Dividends
The Company has not yet adopted any policy regarding payment of
dividends. No dividends have been paid or declared since
inception.

Recent pronouncements
In July 2002, the FASB issued SFAS No. 146, "Accounting for Costs
Associated with Exit or Disposal Activities", which addresses
financial accounting and reporting for costs associated with exit
or disposal activities and supersedes EITF No. 94-3, "Liability
Recognition for Certain Employee Termination Benefits and Other
Costs to Exit an Activity (including Certain Costs Incurred in a
Restructuring)." SFAS No. 146 requires that a liability for a
cost associated with an exit or disposal activity be recognized
when the liability is incurred. Under EITF No. 94-3, a liability
for an exit cost was recognized at the date of an entity's
commitment to an exit plan. SFAS No. 146 also establishes that
the liability should initially be measured and recorded at fair
value. The provisions of SFAS No. 146 will be adopted for exit or
disposal activities that are initiated after December 31, 2003.

In December 2002, the FASB issued SFAS No. 148, "Accounting for
Stock-Based Compensation-Transition and Disclosure-an amendment
of SFAS No. 123." This Statement amends SFAS No. 123, "Accounting
for Stock-Based Compensation", to provide alternative methods of
transition for a voluntary change to the fair value based method
of accounting for stock-based employee compensation. In addition,
this statement amends the disclosure requirements of SFAS No. 123
to require prominent disclosures in both annual and interim
financial statements about the method of accounting for stock-
based employee compensation and the effect of the method used on
reported results. The adoption of SFAS No. 148 is not expected to
have a material impact on the company's financial position or
results of operations.

-19- F-7

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Notes

In November 2002, the FASB issued FASB Interpretation ("FIN") No.
45, "Guarantors Accounting and Disclosure Requirements for
Guarantees, Including Indirect Guarantees and Indebtedness of
Others", an interpretation of FIN No. 5, 57 and 107, and
rescission of FIN No. 34, "Disclosure of Indirect Guarantees of
Indebtedness of Others". FIN 45 elaborates on the disclosures to
be made by the guarantor in its interim and annual financial
statements about its obligations under certain guarantees that it
has issued. It also requires that a guarantor recognize, at the
inception of a guarantee, a liability for the fair value of the
obligation undertaken in issuing the guarantee. The initial
recognition and measurement provisions of this interpretation are
applicable on a prospective basis to guarantees issued or
modified after December 31, 2003; while, the provisions of the
disclosure requirements are effective for financial statements of
interim or annual periods ending after December 15, 2002. The
company believes that the adoption of such interpretation will
not have a material impact on its financial position or results
of operations and will adopt such interpretation during fiscal
year 2003, as required.

In January 2003, the FASB issued FIN No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting
Research Bulletin No. 51. FIN No. 46 requires that variable
interest entities be consolidated by a company if that company is
subject to a majority of the risk of loss from the variable
interest entity's activities or is entitled to receive a majority
of the entity's residual returns or both. FIN No. 46 also
requires disclosures about variable interest entities that
companies are not required to consolidate but in which a company
has a significant variable interest. The consolidation
requirements of FIN No. 46 will apply immediately to variable
interest entities created after January 31, 2003. The
consolidation requirements will apply to entities established
prior to January 31, 2003 in the first fiscal year or interim
period beginning after June 15, 2003. The disclosure requirements
will apply in all financial statements issued after January 31,
2003. The company will begin to adopt the provisions of FIN No.
46 during the first quarter of fiscal 2003.

In May 2003, the FASB issued SFAS No. 150, "Accounting for
Certain Financial Instruments with Characteristics of Both
Liabilities and Equity." SFAS No. 150 changes the classification
in the statement of financial position of certain common
financial instruments from either equity or mezzanine
presentation to liabilities and requires an issuer of those
financial statements to recognize changes in fair value or
redemption amount, as applicable, in earnings. SFAS No. 150 is
effective for financial instruments entered into or modified
after May 31, 2003, and with one exception, is effective at the
beginning of the first interim period beginning after June 15,
2003. The effect of adopting SFAS No. 150 will be recognized as a
cumulative effect of an accounting change as of the beginning of
the period of adoption. Restatement of prior periods is not
permitted. SFAS No. 150 did not have any impact on the Company's
financial position or results of operations.

Stock-Based Compensation
The Company accounts for stock-based awards to employees in
accordance with Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" and related
interpretations and has adopted the disclosure-only alternative
of SFAS No. 123, "Accounting for Stock-Based Compensation."
Options granted to consultants, independent representatives and
other non-employees are accounted for using the fair value method
as prescribed by SFAS No. 123.

Year end
The Company has adopted November 30 as its fiscal year end.

-20- F-8

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Notes

Note 3 - Going concern

The accompanying financial statements have been prepared assuming
the Company will continue as a going concern. As shown in the
accompanying financial statements, the Company has incurred a net
loss of $110,000 for the year ended November 30, 2003, and had no
sales. The future of the Company is dependent upon its ability
to obtain financing and upon future profitable operations from
the development of its new business opportunities. In order to
obtain the necessary capital, the Company is seeking equity
and/or debt financing. If the financing does not provide
sufficient capital, some of the shareholders of the Company have
agreed to provide sufficient funds as a loan over the next twelve
month period. The financial statements do not include any
adjustments relating to the recoverability and classification of
recorded assets, or the amounts of and classification of
liabilities that might be necessary in the event the Company
cannot continue in existence.

These conditions raise substantial doubt about the Company's
ability to continue as a going concern. These financial
statements do not include any adjustments that might arise from
this uncertainty.

Note 4 - Income taxes

The Company accounts for income taxes under Statement of
Financial Accounting Standards No. 109, "Accounting for Income
Taxes" ("SFAS No. 109"), which requires use of the liability
method. SFAS No. 109 provides that deferred tax assets and
liabilities are recorded based on the differences between the tax
bases of assets and liabilities and their carrying amounts for
financial reporting purposes, referred to as temporary
differences. Deferred tax assets and liabilities at the end of
each period are determined using the currently enacted tax rates
applied to taxable income in the periods in which the deferred
tax assets and liabilities are expected to be settled or
realized.

The provision for income taxes differs from the amount computed
by applying the statutory federal income tax rate to income
before provision for income taxes. The sources and tax effects
of the differences are as follows:

U.S federal statutory rate (34.0%)

Valuation reserve 34.0%
--------
Total -%
========

As of November 30, 2003, the Company has a net operating loss
carry forward as follows:

Year Amount Expiration
---------------------------------------
2002 $ - 2022

2003 $ 110,000 2023

Note 5 - Stockholders' equity

The Company is authorized to issue 100,000,000 shares of its
$0.001 par value common stock.

As of November 30, 2000, the Company had a total of 101,349
shares issued and outstanding.

On May 14, 2003, the Company authorized a 1-for-100 reverse stock
split with an effective date of June 25, 2003. All share and per
share amounts have been retroactively restated to reflect the
split discussed below.

On August 6, 2003, the Company issued 9,000,000 shares of its
$0.001 par value common stock to an individual who is an officer
and director as payment for his services for twelve months and as
a bonus valued at the fair market value of the services of
$135,000. See note 7 for additional discussion on this issue.

-21- F-9

US Biodefense, Inc.
(Formerly Piedmont, Inc.)
Notes

On August 6, 2003, the Company issued 1,000,000 shares of its
$0.001 par value common stock to an individual for a one year
consulting agreement valued at the fair market value of the
services of $12,000. See note 7 for additional discussion on
this issue.

As of November 30, 2003, there have been no other issuances of
common stock.

Note 6 - Warrants and options

As of November 30, 2003 and 2002, there were no warrants or
options outstanding to acquire any additional shares of common
stock.

Note 7 - Contracts and agreements

On April 1, 2003, the Company entered into an employment
agreement with an individual who is an officer and director of
the company. The compensation is $60,000 annually. The term of
the agreement is one year and is automatically renewed annually.
For the first year's compensation, the Company issued the
individual 9,000,000 shares of its $0.001 par value common stock
for $135,000. The Company recognized $110,000 as an expense in
the year ended November 30, 2003 and prepaid payroll for the
unearned portion of $25,000.

On June 10, 2003, the Company entered into an agreement with Erin
Rahe. The agreement has a term of one year and may be extended
upon agreement by both parties. Either party may cancel the
agreement with five days written notice in the event of a
material violation of the agreement. Either party may cancel the
agreement for any reason upon 30 days written notice. The
compensation for the agreement was paid with the issuance of
1,000,000 shares of common stock. As of November 30, 2003, the
Company had recorded a prepaid expense of $12,000.

Note 8 - Related party transactions

Office space and services are provided without charge by a
director and shareholder. Such costs are immaterial to the
financial statements and, accordingly, have not been reflected
therein. The officers and directors of the Company are involved
in other business activities and may, in the future, become
involved in other business opportunities. If a specific business
opportunity becomes available, such persons may face a conflict
in selecting between the Company and their other business
interests. The Company has not formulated a policy for the
resolution of such conflicts.

-22- F-10

ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE

None--Not Applicable

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 POSITION PERIOD SERVING TERM
----------------------------------------------------------------------
David Chin President, CEO and June 2003 - 2004 1 year (1)
Director

Footnotes:

(1) Directors hold office until the next annual stockholders'
meeting to be held in 2004 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 built a start-up company involved with vocation
training with $100,000 dollars in revenue in 1996 to $2 million
in 2002. Mr. Chin has experience in the formation, organization
and operation of start-up businesses.

Currently Mr. Chin serves as Director, Chairman, President,
and CEO of Citishare, Inc., Financialnewusa.com Inc., and
Investment Club Education, Inc., and Camino Real Career School.
His experience is as follows:

2002 - Present: President of Investment Club Education, Inc.
2002 - Present: President of Financialnewsusa.com Inc.
2002 - Present: President of Citishare, Inc.
1996 - Present: President and Founder of Camino Real Career School

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.

-23-

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, 2003
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 2004 and had no trading
activity in 2003.

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. In the meanwhile, none of our
executive officers have been drawing salaries since they were
appointed to their positions.

Summary Compensation Table

Annual Long-Term Compensation
Compensation
------------------- ------------------------------------------
Name and Year Salary Bonus Other Restricted Securities LTIP All
Principal Annual Stock Underlying Payouts Other
Position Compens Awards Options Compens
ation ation
($) ($) ($) ($) (#) ($) ($)

David Chin 2003 60,000 75,000 - - - - -
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 entered into an employment agreement with David Chin in
April 2003, which was amended on January 1, 2004. Mr. Chin is
engaged to serve as our President until April 30, 2004, at which
time the contract will be automatically renewed unless
terminated.

Stock Option Plan And Other Long-term Incentive Plan

We currently do not have existing or proposed option/SAR
grants.

-24-

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, 2003
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.

Title of Name and Address Amount and % of
Class of Beneficial Owner Nature of Class
Beneficial
Owner
---------------------------------------------------------------------
Common David Chin, President and 9,000,000 89.1%
Stock Director(1)

Officers and Directors as a Group 9,000,000 89.1%

Common Erin Rahe (2) 1,000,000 9.9%
Stock

Footnotes:

(1) The address of officers and directors in the table is c/o US
Biodefense, Inc., 13674 E. Valley Blvd., City of Industry, CA
91746.
(2) Erin Rahe is an independent contractor that may be reached
at the offices of US Biodefense.

Change in Control

No arrangements exist that may result in a change of control
of UBDF.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On April 1, 2003, we entered into an employment agreement
with David Chin, an officer and director. His compensation is
$60,000 annually. The term of the agreement is for one year and
is automatically renewed annually. For the first year's
compensation, we issued the individual 9,000,000 shares of common
stock for $135,000.

On June 10, 2003, we entered into a consulting agreement
with Erin Rahe. The agreement has a term of one year and may be
extended upon agreement by both parties. The compensation for
the agreement was paid with the issuance of 1,000,000 shares of
common stock.

Office space and services are provided without charge by
David Chin, a director and shareholder.

-25-

ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K

Exhibit Name and/or Identification of Exhibit
Number

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 Certification under Section 906 of the Sarbanes-Oxley Act

32 Section 1350 Certification

ITEM 14. CONTROLS AND PROCEDURES

Within 90 days prior to the date of filing of this report,
we carried out an evaluation, under the supervision and with the
participation of our management, including the Chief Executive
Officer and our Chief Financial Officer, of the design and
operation of our disclosure controls and procedures. Based on
this evaluation, our Chief Executive Officer and Chief Financial
Officer have concluded that our disclosure controls and
procedures are effective for the gathering, analyzing and
disclosing the information we are required to disclose in the
reports we file under the Securities Exchange Act of 1934, within
the time periods specified in the SEC's rules and forms. There
have been no significant changes in our internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of this evaluation.

-26-

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 March 11, 2004
-------------- Officer and
David Chin Chief Financial
Officer

-27-