| UNITED STATES |
| SECURITIES AND EXCHANGE COMMISSION |
| Washington, D.C. 20549 |
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| FORM 12b-25 |
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| NOTIFICATION OF LATE FILING |
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| (Check One) [ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K |
| [X] Form 10-Q and Form 10-QSB [ ] Form N-SAR |
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| For Period Ended: February 28, 2007 |
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| [ ] Transition Report on Form 10-K |
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| [ ] Transition Report on Form 20-F |
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| [ ] Transition Report on Form 11-K |
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| [ ] Transition Report on Form 10-Q |
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| [ ] Transition Report on Form N-SAR |
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| For the Transition Period Ended: |
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| Read Attached Instruction Sheet Before Preparing Form. Please Print or Type. |
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| Nothing in this form shall be construed to imply that the Commission has |
| verified any information contained herein. |
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| If the notification relates to a portion of the filing checked above, |
| identify the Item(s) to which the notification relates: N/A |
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| PART 1 |
| REGISTRANT INFORMATION |
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| Full Name of Registrant: |
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US BIODEFENSE, INC. |
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| Former Name if Applicable: |
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| Address of Principal Executive Office |
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| Street and Number: |
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375 South 6th Avenue |
| City, State and Zip Code: |
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City of Industry, California 91746 |
| PART II |
| RULES 12B-25(b) AND (c) |
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| If the subject report could not be filed without unreasonable effort or |
| expense and the registrant seeks relief pursuant to Rule 12b-25(b), the |
| following should be completed. (Check box if appropriate) |
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| [X] |
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(a) |
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The reasons described in reasonable detail in Part III of |
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this form could not be eliminated without unreasonable |
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effort or expense; |
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| [X] |
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(b) |
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The subject annual report, semi-annual report, transition |
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report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or |
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portion thereof, will be filed on or before the fifteenth |
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calendar day following the prescribed due date; or the |
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subject quarterly report or transition report on Form 10-Q, |
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or portion thereof will be filed on or before the fifth |
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calendar day following the prescribed due date; and |
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(c) |
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The accountant's statement or other exhibit required by |
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Rule 12b-25(c) has been attached if applicable. |
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| PART III |
| NARRATIVE |
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| State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10D, N- |
| SAR, N-CSR or the transition report or portion thereof, could not be filed |
| within the prescribed time period. |
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| The Registrant is unable to timely file its Quarterly Report on Form 10-QSB |
| for the period ended February 28, 2007 because the Registrant’s principal |
| independent registered public accounting firm requires additional time to |
| review the financial statements prepared by the Registrant. The Registrant |
| represents that its Form 10-QSB will be filed within the period specified by |
| Rule 12b-25(b). |
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| PART IV |
| OTHER INFORMATION |
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| (1) |
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Name and telephone number of person to contact in regard to this |
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notification |
| (2) |
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Have all other periodic reports required under Section 13 or 15(d) |
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of the Securities Exchange Act of 1934 or Section 30 of the |
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Investment Company Act of 1940 during the preceding 12 months (or |
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for such shorter period that the registrant was required to file |
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such reports) been filed? [X] Yes [ ] No |
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| (3) |
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Is it anticipated that any significant change in results of |
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operations from the corresponding period for the last fiscal year |
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will be reflected by the earnings statements to be included in the |
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subject report or portion thereof? [ ] Yes [X] No |