U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB/A
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED
AUGUST 31, 2003.
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM
______________ TO ______________
COMMISSION FILE NUMBER: 000-31431
US BIODEFENSE, INC.
(Exact name of registrant as specified in its charter)
Utah 33-0052057
(State or jurisdiction of incorporation I.R.S. Employer
or organization Identification No.)
13674 E. Valley Blvd.
City of Industry 91746
(Address of principal executive offices) (Zip Code)
Registrant's telephone number: (626) 961-8039
Piedmont, Inc.
1001 - 17th Street, Suite M
Costa Mesa, CA 92626
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $0.001 Par Value
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the Registrant was required to
file such reports), and (2) been subject to such filing
requirements for the past 90 days. Yes X No
As of August 31, 2003, the Registrant had 10,100,932 of
common stock issued and outstanding.
Transitional Small Business Disclosure Format (check one):
Yes No X .
PART I.
ITEM 1. FINANCIAL STATEMENTS.
US Biodefense, Inc.
(Formerly Piedmont, Inc.)
BALANCE SHEET
August 31, 2003
(Unaudited)
Three Months Ended
August 31, 2003
ASSETS
CURRENT ASSETS:
Cash $ 0
Accounts Receivable $
Other Investments $ 0
-----------
TOTAL CURRENT ASSETS $
ORGANIZATIONAL COSTS, NET $ 0
TOTAL ASSETS $ 0
===========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts Payable $ 0
TOTAL CURRENT LIABILITIES $ 0
LONG-TERM DEBT $ 0
STOCKHOLDERS' EQUITY:
Preferred stock, $.001 par value,
authorized 40,000,000 shares;
no shares issued
Common stock, $.001 par value
authorized 100,000,000 shares,
issued and outstanding at
August 31, 2003, 10,100,932 shares $ 10,101
Additional paid in Capital $ 3,793,289
Earnings Accumulated During Development Stage $(3,803,390)
-----------
TOTAL STOCKHOLDERS' EQUITY $ 0
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 0
===========
See accompanying notes to interim financial statements
US Biodefense, Inc.
(Formerly Piedmont, Inc.)
STATEMENT OF OPERATIONS
Three Months and Nine Months
Ended on August 31, 2003
(Unaudited)
Three Months Nine Months For the year
Ended Ended Ended
Aug 31, 2003 Aug 31, 2003 Nov 30, 2002
------------ ------------ -------------
INCOME:
Revenue $ 0 $ 0 $ 0
TOTAL INCOME $ 0 $ 0 $ 0
============ ============ ============
EXPENSES:
General, and Administrative $ 147,000 $ 147,000 $ 0
Amortization $ 0 $ 0 $ 0
Total Expenses $ 147,000 $ 147,000 $
Net Profit/Loss(-) From Operations $ (147,000) $ (147,000) $
Interest Income $ -- $ 0 $ 0
INCOME (LOSS) BEFORE INCOME TAXES $ (147,000) $ (147,000) $ 0
Provision for income tax $ 0 $ 0 $ 0
NET INCOME (LOSS) $ (147,000) $ (147,000) $ 0
============ ============ ============
NET INCOME (LOSS) PER $ 0.00 $ 0.00 $ 0.00
SHARE-BASIC AND DILUTED
AVERAGE NUMBER OF SHARES OF
COMMON STOCK OUTSTANDING 10,100,932 10,100,932 10,093,195
See accompanying notes to interim financial statements
US BIODEFENSE, INC.
(Formerly Piedmont, Inc.)
STATEMENT OF STOCKHOLDERS' EQUITY
Three Months Ended on August 31, 2003
(Unaudited)
Additional
Preferred Common Stock paid-in Accumulated
Stock Shares Amount capital loss
Balance, November 30, 1997 0 23,298,985 23,299 3,625,897 (3,649,048)
December 15, 1997, issued 72,000 72
for services rendered,
at par value
December 15, 1997, issued
for fees to prepare proxy
statement and to amend
Articles of Incorporation,
at par value 76,000,000 76,000 (76,000)
December 30, 1997, reverse
stock split, 100-1 (98,377,119) (98,377) 98,377
February 6, 1998, issued
for proposed acquisition
of Fort Stockton Oil &
Gas, Inc. 8,977,229 8,977 (1,977)
June 9, 1998, issued for
services rendered 52,100 52
Net loss, year ended
November 30, 1998 0 (8,154)
----- ----------- ------ ---------- -----------
Balance, November 30, 1998 0 10,023,195 10,023 3,646,297 (3,657,202)
December 1, 1998, issued for
services rendered 60,000 60
August 19, 1999, issued for
services rendered 10,000 10
Net loss, year ended
November 30, 1999 0 (325)
----- ----------- ------ ---------- -----------
Balance, November 30, 1999 0 10,093,195 10,093 3,646,297 (3,657,527)
Net income, year ended
November 30, 2000 1,137
Balance, November 30, 2000 0 10,093,195 10,093 3,646,297 (3,656,390)
===== ============ ====== ========= ===========
Net loss, year ended
November 30, 2001 0 -0-
----- ----------- ------ ---------- -----------
Balance, November 30, 2001 0 10,093,195 10,093 3,646,297 (3,656,390)
===== ============ ====== ========= ===========
Net loss, year ended
November 30, 2002 0 -0-
----- ------------- ------ --------- ----------
Balance, November 30, 2002 0 10,093,195 10,093 3,646,297 (3,656,390)
===== ============ ====== ========= ===========
Net income, quarter ended
February 28, 2003 -0-
Balance, February 28, 2003 0 10,093,195 $10,093 3,646,297 (3,656,390)
======= =========== ====== ========= ===========
May 15, 2003, reverse
stock split, 100-1 0 (9,992,263) (9,992) 9,992
Net income, quarter ended
May 30, 2003 -0-
Balance, May 30, 2003 0 100,932 $ 101 3,656,289 (3,656,390)
======= ========== ======== ========= ===========
August 11, 2003, issued
for cancellation
of debt 1,000,000 $1,000 $11,000
August 11, 2003, issued
for services 9,000,000 $9,000 $126,000
Net income, quarter ended
Aug 31, 2003 (147,000)
Balance, Aug 31, 2003 0 10,100,932 $10,101 3,793,289 (3,803,390)
======= =========== ======= ========= ===========
See accompanying notes to interim financial statements.
US Biodefense, Inc.
(Formerly Piedmont, Inc.)
STATEMENTS OF CASH FLOWS
Three Months and Nine Months
Ended on August 31, 2003
(Unaudited)
Three Months Nine Months For the year
Ended Ended Ended
Aug 31, 2003 Aug 31, 2003 Nov 30, 2002
------------ ------------ ------------
CASH FLOWS FROM OPERATING
ACTIVITIES:
Net (Loss) Income: $(147,000) $(147,000) $ 0
Stock issued for services 12,000 12,000
Decrease (Accts Payable) (12,000) (12,000)
Net Cash (Used) In Operating
Activities $(147,000) $(147,000) $ 0
CASH FLOWS FROM INVESTING
ACTIVITIES
Purchase of organizational
Costs $ 0 $ 0 $ 0
CASH FLOWS FROM FINANCING
ACTIVITIES
Issuance of common stock for
Cash $ 0 $ 0 $ 0
Net Increase in Cash $(147,000) $(147,000) $ 0
Cash, Beginning of Period $ 0 $ 0 $ 0
Cash, End of Period $ 0 $ 0 $ 0
See accompanying notes to interim financial statements
US Biodefense, Inc.
(Formerly Piedmont, Inc.)
NOTES TO INTERIM CONSOLIDATED
FINANCIAL STATEMENTS
NOTE 1 - HISTORY, ACCOUNTING POLICIES AND PROCEDURES
The Company was incorporated June 29, 1983 under the laws of the State of Utah
as Teal Eye, Inc. On September 7, 1984, the Company merged with Terzon Corp. and
amended its Articles of Incorporation changing the Company 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 May 13, 2003, the Company amended its Articles of Incorporation changing
its name to US Biodefense, Inc.
The nature of the Company's business was the development of websites, including
consultation and design, for the sale of retail products. The company's website
(www.piedmontcybermall.com) is presently operational but will be shut down
shortly. The Company has changed its direction since the change in management
and ownership. The new Board of Directors is interested in developing,
acquiring, and assisting companies in the biodefense industry.
On August 6, 2003, the stockholders approved setting aside 10,000,000 shares of
common stock for an Employee, Directors and Consultants Stock Plan For The Year
2003, which was approved by the Board of Directors on August 6, 2003. On August
8, 2003, the Company filed Form S-8 Registration Statement under the Securities
Act of 1933 for the registration of 10,000,000 shares under the Plan.
The Company has adopted the following accounting policies and procedures:
1. The Company uses the accrual method of accounting.
2. Earnings (loss) per share is calculated using a weighted averaged number of
shares of common stock outstanding.
3. The Company has elected a fiscal year ending November 30th.
NOTE 2 - EMPLOYEE STOCK PLAN
On August 6, 2003, the stockholders approved setting aside 10,000,000 shares of
common stock for an Employee, Directors and Consultants Stock Plan For The Year
2003, which was approved by the Board of Directors on August 6, 2003.
NOTE 3 - WARRANTS AND OPTIONS
There are no warrants or stock options outstanding to acquire any additional
shares of common stock of the Company.
NOTE 4 - STOCKHOLDERS' EQUITY.
Common Stock.
The authorized common stock of US Biodefense, Inc. consists of 100,000,000
shares with a par value of $0.001 per share. As of August 31, 2003, US
Biodefense, Inc. had 10,100,932 shares outstanding.
Preferred Stock.
The authorized Preferred Stock of US Biodefense, Inc. consists of 40,000,000
shares with a par value of $0.001 per share. No preferred shares have been
issued.
NOTE 5 - INCOME TAXES.
There is no provision for income taxes for the period ended August 31, 2003 due
to the losses incurred by the company and substantial loss carry forward.
ITEM 2. PLAN OF OPERATION.
The following discussion should be read in conjunction with the financial
statements of US Biodefense, Inc. and notes thereto contained elsewhere in this
report.
Initial Operation.
Up to the present time, US Biodefense, Inc. has only been in the organizational
phase. Over the next 12 months US Biodefense, Inc. intends to concentrate its
efforts in development and acquisition of businesses in the biodefense industry.
US Biodefense, Inc. will also be seeking to enhance its revenues by consulting
with businesses in the biodefense industry and related fields.
US Biodefense, Inc. will need to raise additional capital in order to continue
its operations. Such financing will probably take the form of a combination of
debt and equity financing. However, there is no guarantee that such financing
will be available at all or on such terms as will be acceptable to US
Biodefense, Inc.
Currently, US Biodefense, Inc. does not plan to make significant equipment
purchases in the next 12 months in order to implement its plan of operation.
Also, it does not plan over such period to significantly change the number of
employees.
Liquidity and Capital Resources.
During the three month period ended August 31, 2003, US Biodefense, Inc.
continued its status as a development company. US Biodefense, Inc. is continuing
to incur limited development expenses, is deriving no revenues, and has
experienced an ongoing deficiency in working capital. US Biodefense, Inc.'s
continued existence is dependent on its ability to obtain additional financing
to proceed with its plan of operation.
Capital Expenditures.
No material capital expenditures were made during the quarter ended on August
31, 2003.
PART II.
ITEM 1. LEGAL PROCEEDINGS.
US Biodefense, Inc. is not a party to any material pending legal proceedings
and, to the best of its knowledge, no such action by or against US Biodefense,
Inc. has been threatened.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
Not Applicable.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not Applicable.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
The Company held a special meeting of shareholders on August 6, 2003, whereby a
majority of the shareholders of the Company approved setting aside 10,000,000
shares of common stock for an Employee, Directors and Consultants Stock Plan For
The Year 2003. The Board of Directors approved the Plan on August 6, 2003, a
copy of which is attached as Exhibit 4 to the Company's Form S-8 filed on August
8, 2003.
ITEM 5. OTHER INFORMATION.
Not Applicable
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Reports on Form 8-K.
During this quarter, the Company filed a Form 8-K on June 9, 2003, reporting
the change in CPA accountancy firms, the election of David Chin as President,
Secretary, Treasurer, and Director, and that a majority of the shareholders of
the Company have elected to effect a reverse stock split whereby one
post-split share of the Company's $0.001 par value common stock will be issued
for every 100 pre-split shares of the Company's common stock held by the
shareholders of the Company. Additionally, the Company has submitted a request
with Nasdaq Market Integrity to change its ticker symbol.
(b) Exhibits included or incorporated by reference herein:
None
SIGNATURE:
CERTIFICATION PURSUANT TO
SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of US Biodefense, Inc. (formerly
Piedmont, Inc.) (the "Registrant") on Form 10-QSB for the quarterly period
ending August 31, 2003 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, David Chin, Chairman of the Board of
Directors, President, and Chief Executive Officer of the Registrant, certify,
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, that:
1.I have reviewed this quarterly report on Form 10-QSB of the Registrant;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact necessary
to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this
quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
Registrant as of, and for, the periods presented in this quarterly report;
4. I am responsible for establishing and maintaining disclosure controls
and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the
Registrant and I have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the Registrant, including its
consolidated subsidiaries, is made known to me by others within those
entities, particularly during the period in which this quarterly
report is being prepared;
b) evaluated the effectiveness of the Registrant's disclosure controls
and procedures as of a date within 90 days prior to the filing date of
this quarterly report (the Evaluation Date); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on my
evaluation as of the Evaluation Date;
5. I have disclosed, based on our most recent evaluation, to the
Registrant's auditors and the audit committee of Registrant's board of directors
(or persons performing the equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the Registrant's ability to
record, process, summarize and report financial data and have
identified for the Registrant's auditors any material weaknesses in
internal controls; and
b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the Registrant's
internal controls; and
6. I have indicated in this quarterly report whether or not there were
significant changes in internal controls or in other factors that could
significantly affect internal controls subsequent to the date of our most recent
evaluation, including any corrective actions with regard to significant
deficiencies and material weaknesses.
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
US Biodefense, Inc.
Dated: November 3, 2003 By:David Chin
----------------------
David Chin, President
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of US Biodefense, Inc. (formerly
Piedmont, Inc.) (the "Registrant") on Form 10-QSB for the quarterly period
ending August 31, 2003 as filed with the Securities and Exchange Commission on
the date hereof (the "Report"), I, David Chin, Chief Executive Officer and Chief
Financial Officer of the Registrant, certify, pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002, that:
1. the report fully complies with the requirements of Section 13(a) or 15(d)
of the Exchange Act; and
2. the information contained in the report fairly presents, in all material
respects, the financial condition and results of operations of the issuer;
and
3. A signed original of this written statement required by Section 906 has
been provided to the Registrant and will be retained by the Registrant and
furnished to the Securities and Exchange Commission or its staff upon
request.
Pursuant to the requirements of Section 13(a) or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
US Biodefense, Inc.
Dated: November 3, 2003 By:David Chin
----------------------------
David Chin
Chief Executive Officer,
and Chief Financial Officer