United States
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549


                 FORM S-8 REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933


                       US Biodefense, Inc.
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Utah                          33-0052057
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)

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

                         (626) 961-8039
       ---------------------------------------------------
      (Registrant's telephone number, including area code)

               Employee, Directors and Consultants
                  Stock Plan for the Year 2003
                    ------------------------
                    (Full title of the plans)

                      David Chin, President
                       US Biodefense, Inc.
                      13674 E. Valley Blvd.
                   City of Industry, CA 91746
             --------------------------------------
             (Name and address of agent for service)




                            /Page 1/




=============================================================================
                 CALCULATION OF REGISTRATION FEE

                                 Proposed   Proposed
                                  maximum    Maximum
                                 offering   Aggregate  Amount of
   Title of       Amount to be     price    offering   registration
  securities
     to be       Registered(1)      per       price       fee
  registered                      unit(2)
-----------------------------------------------------------------------------

Common stock,      10,000,000      $0.13    $1,500,000   $120.00
par                  shares
value, $0.001
per share

-----------------------------------------------------------------------------

(1)   This  Registration Statement covers,  in  addition  to  the
number  of shares of Common Stock stated above pursuant  to  Rule
416(c)  under  the  Securities  Act  of  1933,  as  amended,   an
additional  indeterminate number of Shares  which  by  reason  of
certain  events  specified in the Plan may  be  offered  or  sold
pursuant to the Plan.

(2)   This estimate is made solely for the purpose of determining
the  amount of the registration fee pursuant to Rule 457(c) under
the  Securities  Act of 1933, as amended and is  based  upon  the
average of the closing price of the Registrant's Common Stock  as
reported by the NASD OTC Bulletin Board on March 14, 2003.

This Registration Statement shall become effective upon filing in
accordance  with Section 8(a) of the Securities Act of  1933,  as
amended, and 17 C.F.R. 462.

                             PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION

     Please refer to Item 2 of this section, below.


Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The  documents containing the information specified in  Part
I,  Items  1 and 2, will be delivered to each of the participants
in  accordance with Form S-8 and Rule 428 promulgated  under  the
Securities  Act of 1933.  The participants shall  be  provided  a
written  statement  notifying them  that  upon  written  or  oral
request  they will be provided, without charge, (i) the documents
incorporated  by  reference  in  Item  3  of  Part  II   of   the
registration statement, and (ii) other documents required  to  be
delivered pursuant to Rule 428(b).  The statement will inform the
participants  that these documents are incorporated by  reference
in  the  Section 10(a) prospectus, and shall include the  address
(giving  title or department) and telephone number to  which  the
request is to be directed.







                            /Page 2/





                             PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The   following   documents,  previously  filed   with   the
Securities and Exchange Commission (the "Commission")  under  the
Securities  Exchange Act of 1934 (the "Exchange Act") by  Palomar
Enterprises,  Inc.  (the  Company") are  incorporated  herein  by
reference:

  (a) The Company's latest annual report for its fiscal year ended
      December 31, 2002 filed pursuant to Section 13(a) or 15(d)
      of the Exchange Act on March 21, 2003; and

  (b) All other reports filed pursuant to Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934 since the end of the
      fiscal year covered by the Form 10-KSB referred to in (a)
      above.

  (c) A description of the Registrant's securities contained in the
      Registration Statement on Form 10-SB filed by the Registrant to
      register the common stock under the Exchange Act, including all
      amendments filed for the purpose of updating such common stock
      description

     In  addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to  the  date  hereof and prior to the filing of a post-effective
amendment  which indicates that all securities offered have  been
sold  or  which deregisters all securities then remaining unsold,
shall  be  deemed  to  be  incorporated  by  reference  in   this
registration statement and to be a part hereof from the  date  of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     All  shares of Common Stock bear equal voting rights and are
non assessable.  Voting rights are not cumulative, and so holders
of  more  than 50% of the shares could, if they chose, elect  all
the  Directors.  Upon liquidation, dissolution or winding  up  of
the Company, the assets of the Company, if any, after payment  of
liabilities  and  any liquidation preferences on any  outstanding
preferred  stock, will be distributed pro rata to the holders  of
the  Common Stock.  The holders of the Common Stock do  not  have
preemptive rights to subscribe for any securities of the  Company
and  have  no right to require the Company to redeem or  purchase
their  shares.   Holders of Common Stock are  entitled  to  share
equally  in  dividends when, as and if declared by the  Board  of
Directors, out of funds legally available therefore.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Other  than  as set forth below, no named expert or  counsel
was  hired  on  a  contingent basis, will  receive  a  direct  or
indirect  interest  in  the  small  business  issuer,  or  was  a
promoter,  underwriter,  voting trustee,  director,  officer,  or
employee of the Registrant.





                            /Page 3/





ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As  permitted by the provisions of the Utah Revised Business
Corporation  Act (the "Utah Act"), the Company has the  power  to
indemnify an individual made a party to a proceeding because they
are  or  were  a  director,  against liability  incurred  in  the
proceeding,  if  such individual acted in good  faith  and  in  a
manner reasonably believed to be in, or not opposed to, the  best
interest  of the Company and, in a criminal proceeding, they  had
no  reasonable  cause  to  believe their  conduct  was  unlawful.
Indemnification  under  this provision is limited  to  reasonable
expenses incurred in connection with the proceeding.  The Company
must  indemnify a director or officer who is successful,  on  the
merits  of  otherwise,  in the defense of any  proceeding  or  in
defense  of  any  claim, issue, or matter in the  proceeding,  to
which they are a party to because they are or were a director  of
officer  of the Company, against reasonable expenses incurred  by
them  in connection with the proceeding or claim with respect  to
which  they have been successful.  Pursuant to the Utah Act,  the
Company's   Board  of  Directors  may  indemnify  its   officers,
directors,  agents,  or  employees against  any  loss  or  damage
sustained when acting in good faith in the performance  of  their
corporate duties.

     The  Company  may  pay for or reimburse reasonable  expenses
incurred  by a director, officer employee, fiduciary or agent  of
the  Company who is a party to a proceeding in advance  of  final
disposition  of the proceeding provided the individual  furnishes
the Company with a written affirmation that their conduct was  in
good  faith and in a manner reasonably believed to be in, or  not
opposed  to,  the best interest of the Company, and undertake  to
pay  the advance if it is ultimately determined that they did not
meet such standard of conduct.

     Also  pursuant to the Utah Act, a corporation may set  forth
in  its  articles of incorporation, by-laws or by  resolution,  a
provision  eliminating  or  limiting  in  certain  circumstances,
liability  of  a director to the corporation or its  shareholders
for  monetary damages for any action taken or any failure to take
action as a director.

     This provision does not eliminate or limit the liability  of
a  director (i) for the amount of a financial benefit received by
a  director  to which they are not entitled; (ii) an  intentional
infliction of harm on the corporation or its shareholders;  (iii)
for  liability for a violation of Section 16- 10a-842 of the Utah
Act  (relating to the distributions made in violation of the Utah
Act);  and  (iv)  an intentional violation of criminal  law.   To
date,  the  Company  has  not adopted such  a  provision  in  its
Articles   of  Incorporation,  By-Laws,  or  by  resolution.    A
corporation  may  not  eliminate or  limit  the  liability  of  a
director for any act or omission occurring prior to the date when
such  provision becomes effective.  The Utah Act also  permits  a
corporation  to  purchase  and maintain  liability  insurance  on
behalf  of  its  directors, officers, employees,  fiduciaries  or
agents.

     Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification  is  against public policy as  expressed  in  the
Securities  Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than the payment by the




                            /Page 4/




registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.


ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.


ITEM 8.  LIST OF EXHIBITS.

EXHIBIT
NUMBER                     DESCRIPTION/LOCATION

  4    Employee, Directors and Consultants Stock Plan for the Year 2003

  5    Opinion of Legality

23.1   Consent of Counsel (included in Exhibit 5.1)

23.2   Consent of Certifying Accountants


ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement to include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the
       registration statement.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall
       be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities
       at that time shall be deemed to be the initial bona fide offering
       thereof.

  (3)  To  remove  from registration by means of a post-effective
       amendment any of the securities being registered which remain
       unsold at the termination of the offering.




                            /Page 5/





(b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

(c)   Insofar  as indemnification for liabilities  arising  under
Securities  Act of 1933 may be permitted to directors,  officers,
and  controlling persons of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred by a director,  officer
or controlling person of the Company in the successful defense of
any  action,  suit, or proceeding) is asserted by such  director,
officer,  or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.







                            /Page 6/






                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Industry, the State of California, on this 5th day of
August, 2003.


                       US BIODEFENSE, INC.

                         Signature:  /s/ David Chin
                                 ----------------------------
                         Title:    President


     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.


                         Signature:  /s/ David Chin
                                 ----------------------------
                         Title:    President and Director
                         Date:     August 5, 2003


     Pursuant to the requirements of the Securities Act of  1933,
the  trustees  (or  other  persons who  administer  the  employee
benefit plan) have duly caused this registration statement to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Industry, the State of California,  on
this 5th day of August, 2003.


                         Plan:       Employee, Directors and
                                     Consultants Stock Plan for
                                     the Year 2003

                         Signature:  /s/ David Chin
                                   ----------------------------
                         Title:      President and Director







                            /Page 7/





                          EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION/LOCATION

  4    Employee, Directors and Consultants Stock Plan for the Year 2003

  5    Opinion of Legality

23.1   Consent of Counsel (included in Exhibit 5.1)

23.2   Consent of Certifying Accountants



























                            /Page 8/
[{"type": "S-8", "sequence": "1", "filename": "pdmt_s8.txt", "secsgml_size_bytes": 17066}]
{"company-data": {"conformed-name": "US BIODEFENSE INC", "cik": "0001122130", "assigned-sic": "7389", "irs-number": "330052057", "state-of-incorporation": "UT", "fiscal-year-end": "1130"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-107825", "film-number": "03832944"}, "business-address": {"street1": "13674 E. VALLEY BLVD.", "street2": "NA", "city": "CITY OF INDUSTRY", "state": "CA", "zip": "91746", "phone": "(626) 961-8039"}, "mail-address": {"street1": "13674 E. VALLEY BLVD.", "street2": "NA", "city": "CITY OF INDUSTRY", "state": "CA", "zip": "91746"}, "former-company": {"former-conformed-name": "PIEDMONT INC", "date-changed": "20000818"}}
United States
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C. 20549

                 FORM S-8 REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933

                       US Biodefense, Inc.
     ------------------------------------------------------
     (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

             Utah                          33-0052057
-------------------------------  -------------------------------
(STATE OR OTHER JURISDICTION OF           (IRS EMPLOYER
INCORPORATION OR ORGANIZATION)        INDENTIFICATION NO.)

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

                         (626) 961-8039
       ---------------------------------------------------
      (Registrant's telephone number, including area code)

               Employee, Directors and Consultants
                  Stock Plan for the Year 2003
                    ------------------------
                    (Full title of the plans)

                      David Chin, President
                       US Biodefense, Inc.
                      13674 E. Valley Blvd.
                   City of Industry, CA 91746
             --------------------------------------
             (Name and address of agent for service)

                            /Page 1/

=============================================================================
                 CALCULATION OF REGISTRATION FEE

                                 Proposed   Proposed
                                  maximum    Maximum
                                 offering   Aggregate  Amount of
   Title of       Amount to be     price    offering   registration
  securities
     to be       Registered(1)      per       price       fee
  registered                      unit(2)
-----------------------------------------------------------------------------

Common stock,      10,000,000      $0.13    $1,500,000   $120.00
par                  shares
value, $0.001
per share

-----------------------------------------------------------------------------

(1)   This  Registration Statement covers,  in  addition  to  the
number  of shares of Common Stock stated above pursuant  to  Rule
416(c)  under  the  Securities  Act  of  1933,  as  amended,   an
additional  indeterminate number of Shares  which  by  reason  of
certain  events  specified in the Plan may  be  offered  or  sold
pursuant to the Plan.

(2)   This estimate is made solely for the purpose of determining
the  amount of the registration fee pursuant to Rule 457(c) under
the  Securities  Act of 1933, as amended and is  based  upon  the
average of the closing price of the Registrant's Common Stock  as
reported by the NASD OTC Bulletin Board on March 14, 2003.

This Registration Statement shall become effective upon filing in
accordance  with Section 8(a) of the Securities Act of  1933,  as
amended, and 17 C.F.R. 462.

                             PART I

          INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  PLAN INFORMATION

     Please refer to Item 2 of this section, below.

Item 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

     The  documents containing the information specified in  Part
I,  Items  1 and 2, will be delivered to each of the participants
in  accordance with Form S-8 and Rule 428 promulgated  under  the
Securities  Act of 1933.  The participants shall  be  provided  a
written  statement  notifying them  that  upon  written  or  oral
request  they will be provided, without charge, (i) the documents
incorporated  by  reference  in  Item  3  of  Part  II   of   the
registration statement, and (ii) other documents required  to  be
delivered pursuant to Rule 428(b).  The statement will inform the
participants  that these documents are incorporated by  reference
in  the  Section 10(a) prospectus, and shall include the  address
(giving  title or department) and telephone number to  which  the
request is to be directed.

                            /Page 2/

                             PART II

          INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3.  INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

     The   following   documents,  previously  filed   with   the
Securities and Exchange Commission (the "Commission")  under  the
Securities  Exchange Act of 1934 (the "Exchange Act") by  Palomar
Enterprises,  Inc.  (the  Company") are  incorporated  herein  by
reference:

  (a) The Company's latest annual report for its fiscal year ended
      December 31, 2002 filed pursuant to Section 13(a) or 15(d)
      of the Exchange Act on March 21, 2003; and

  (b) All other reports filed pursuant to Section 13(a) or 15(d)
      of the Securities Exchange Act of 1934 since the end of the
      fiscal year covered by the Form 10-KSB referred to in (a)
      above.

  (c) A description of the Registrant's securities contained in the
      Registration Statement on Form 10-SB filed by the Registrant to
      register the common stock under the Exchange Act, including all
      amendments filed for the purpose of updating such common stock
      description

     In  addition, all documents filed by the Company pursuant to
Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent
to  the  date  hereof and prior to the filing of a post-effective
amendment  which indicates that all securities offered have  been
sold  or  which deregisters all securities then remaining unsold,
shall  be  deemed  to  be  incorporated  by  reference  in   this
registration statement and to be a part hereof from the  date  of
filing of such documents.

ITEM 4.  DESCRIPTION OF SECURITIES.

     All  shares of Common Stock bear equal voting rights and are
non assessable.  Voting rights are not cumulative, and so holders
of  more  than 50% of the shares could, if they chose, elect  all
the  Directors.  Upon liquidation, dissolution or winding  up  of
the Company, the assets of the Company, if any, after payment  of
liabilities  and  any liquidation preferences on any  outstanding
preferred  stock, will be distributed pro rata to the holders  of
the  Common Stock.  The holders of the Common Stock do  not  have
preemptive rights to subscribe for any securities of the  Company
and  have  no right to require the Company to redeem or  purchase
their  shares.   Holders of Common Stock are  entitled  to  share
equally  in  dividends when, as and if declared by the  Board  of
Directors, out of funds legally available therefore.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL.

     Other  than  as set forth below, no named expert or  counsel
was  hired  on  a  contingent basis, will  receive  a  direct  or
indirect  interest  in  the  small  business  issuer,  or  was  a
promoter,  underwriter,  voting trustee,  director,  officer,  or
employee of the Registrant.

                            /Page 3/

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

     As  permitted by the provisions of the Utah Revised Business
Corporation  Act (the "Utah Act"), the Company has the  power  to
indemnify an individual made a party to a proceeding because they
are  or  were  a  director,  against liability  incurred  in  the
proceeding,  if  such individual acted in good  faith  and  in  a
manner reasonably believed to be in, or not opposed to, the  best
interest  of the Company and, in a criminal proceeding, they  had
no  reasonable  cause  to  believe their  conduct  was  unlawful.
Indemnification  under  this provision is limited  to  reasonable
expenses incurred in connection with the proceeding.  The Company
must  indemnify a director or officer who is successful,  on  the
merits  of  otherwise,  in the defense of any  proceeding  or  in
defense  of  any  claim, issue, or matter in the  proceeding,  to
which they are a party to because they are or were a director  of
officer  of the Company, against reasonable expenses incurred  by
them  in connection with the proceeding or claim with respect  to
which  they have been successful.  Pursuant to the Utah Act,  the
Company's   Board  of  Directors  may  indemnify  its   officers,
directors,  agents,  or  employees against  any  loss  or  damage
sustained when acting in good faith in the performance  of  their
corporate duties.

     The  Company  may  pay for or reimburse reasonable  expenses
incurred  by a director, officer employee, fiduciary or agent  of
the  Company who is a party to a proceeding in advance  of  final
disposition  of the proceeding provided the individual  furnishes
the Company with a written affirmation that their conduct was  in
good  faith and in a manner reasonably believed to be in, or  not
opposed  to,  the best interest of the Company, and undertake  to
pay  the advance if it is ultimately determined that they did not
meet such standard of conduct.

     Also  pursuant to the Utah Act, a corporation may set  forth
in  its  articles of incorporation, by-laws or by  resolution,  a
provision  eliminating  or  limiting  in  certain  circumstances,
liability  of  a director to the corporation or its  shareholders
for  monetary damages for any action taken or any failure to take
action as a director.

     This provision does not eliminate or limit the liability  of
a  director (i) for the amount of a financial benefit received by
a  director  to which they are not entitled; (ii) an  intentional
infliction of harm on the corporation or its shareholders;  (iii)
for  liability for a violation of Section 16- 10a-842 of the Utah
Act  (relating to the distributions made in violation of the Utah
Act);  and  (iv)  an intentional violation of criminal  law.   To
date,  the  Company  has  not adopted such  a  provision  in  its
Articles   of  Incorporation,  By-Laws,  or  by  resolution.    A
corporation  may  not  eliminate or  limit  the  liability  of  a
director for any act or omission occurring prior to the date when
such  provision becomes effective.  The Utah Act also  permits  a
corporation  to  purchase  and maintain  liability  insurance  on
behalf  of  its  directors, officers, employees,  fiduciaries  or
agents.

     Insofar as indemnification for liabilities arising under the
Securities  Act  may  be  permitted to  directors,  officers  and
controlling  persons of the Registrant pursuant to the  foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification  is  against public policy as  expressed  in  the
Securities  Act and is, therefore, unenforceable.  In  the  event
that  a claim for indemnification against such liabilities (other
than the payment by the

                            /Page 4/

registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of
any  action,  suit or proceeding) is asserted by  such  director,
officer  or  controlling person in connection with the securities
being  registered, the Registrant will, unless in the opinion  of
its counsel the matter has been settled by controlling precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed in the Securities Act and will be governed by the final
adjudication of such issue.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

     Not applicable.

ITEM 8.  LIST OF EXHIBITS.

EXHIBIT
NUMBER                     DESCRIPTION/LOCATION

  4    Employee, Directors and Consultants Stock Plan for the Year 2003

  5    Opinion of Legality

23.1   Consent of Counsel (included in Exhibit 5.1)

23.2   Consent of Certifying Accountants

ITEM 9.  UNDERTAKINGS.

(a)  The undersigned Company hereby undertakes:

  (1)  To  file,  during any period in which offers or sales  are
       being made, a post-effective amendment to this registration
       statement to include any material information with respect to the
       plan of distribution not previously disclosed in the registration
       statement or any material change to such information in the
       registration statement.

  (2)  That, for the purpose of determining any liability under the
       Securities Act of 1933, each such post-effective amendment shall
       be deemed to be a new registration statement relating to the
       securities offered therein, and the offering of such securities
       at that time shall be deemed to be the initial bona fide offering
       thereof.

  (3)  To  remove  from registration by means of a post-effective
       amendment any of the securities being registered which remain
       unsold at the termination of the offering.

                            /Page 5/

(b)  The undersigned Company hereby undertakes that, for purposes
of  determining any liability under the Securities Act  of  1933,
each  filing of the Company's annual report pursuant  to  Section
13(a)  or  Section 15(d) of the Securities Exchange Act  of  1934
(and, where applicable, each filing of an employee benefit plan's
annual  report  pursuant  to  Section  15(d)  of  the  Securities
Exchange  Act of 1934) that is incorporated by reference  in  the
registration  statement shall be deemed to be a new  registration
statement  relating to the securities offered  therein,  and  the
offering  of such securities at that time shall be deemed  to  be
the initial bona fide offering thereof.

(c)   Insofar  as indemnification for liabilities  arising  under
Securities  Act of 1933 may be permitted to directors,  officers,
and  controlling persons of the Company pursuant to the foregoing
provisions,  or otherwise, the Company has been advised  that  in
the  opinion  of  the  Securities and  Exchange  Commission  such
indemnification is against public policy as expressed in the  Act
and  is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than  payment  by
the  Company of expenses paid or incurred by a director,  officer
or controlling person of the Company in the successful defense of
any  action,  suit, or proceeding) is asserted by such  director,
officer,  or controlling person in connection with the securities
being registered, the Company will, unless in the opinion of  its
counsel  the  matter  has been settled by controlling  precedent,
submit  to  a  court  of  appropriate jurisdiction  the  question
whether  such indemnification by it is against public  policy  as
expressed  in  the  Act  and  will  be  governed  by  the   final
adjudication of such issue.

                            /Page 6/

                           SIGNATURES

     Pursuant to the requirements of the Securities Act of  1933,
the  registrant  certifies  that it  has  reasonable  grounds  to
believe that it meets all of the requirements for filing on  Form
S-8  and has duly caused this registration statement to be signed
on  its behalf by the undersigned, thereunto duly authorized,  in
the City of Industry, the State of California, on this 5th day of
August, 2003.

                       US BIODEFENSE, INC.

                         Signature:  /s/ David Chin
                                 ----------------------------
                         Title:    President

     Pursuant to the requirements of the Securities Act of  1933,
this  registration  statement has been signed  by  the  following
persons in the capacities and on the date indicated.

                         Signature:  /s/ David Chin
                                 ----------------------------
                         Title:    President and Director
                         Date:     August 5, 2003

     Pursuant to the requirements of the Securities Act of  1933,
the  trustees  (or  other  persons who  administer  the  employee
benefit plan) have duly caused this registration statement to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized, in the City of Industry, the State of California,  on
this 5th day of August, 2003.

                         Plan:       Employee, Directors and
                                     Consultants Stock Plan for
                                     the Year 2003

                         Signature:  /s/ David Chin
                                   ----------------------------
                         Title:      President and Director

                            /Page 7/

                          EXHIBIT INDEX

EXHIBIT
NUMBER                     DESCRIPTION/LOCATION

  4    Employee, Directors and Consultants Stock Plan for the Year 2003

  5    Opinion of Legality

23.1   Consent of Counsel (included in Exhibit 5.1)

23.2   Consent of Certifying Accountants

                            /Page 8/