SecProbe.io

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<FILENAME>filename1.txt
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MAIL STOP 05-11

      March 24, 2005

Mr. David Chin
President
US Biodefense, Inc.
13674 E. Valley Blvd.
City of Industry, CA  91746

Re:	US Biodefense, Inc.
      Form 8-K filed 03/18/05
	File No. 000-31431

Dear Mr. Chin:

	We have reviewed your filing and have the following comments.
Where indicated, we think you should revise your document in
response
to these comments.  If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary.  In some of our comments, we may ask you to provide
us
with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call the me at the telephone number
listed
at the end of this letter.

Form 8-K filed March 18, 2005
1. Upon review of the Company`s Form 10-KSB filed March 16, 2004,
we
noted a going concern audit opinion modification.  Please amend
your
Form 8-K to address this opinion modification in accordance with
Item
304(a)(1)(ii) of Regulation S-B.
2. Please amend your Form 8-K to indicate the appropriate level of
corporate approval (e.g. Board of Directors) for the dismissal of
Beckstead & Watts, LLP, in accordance with Item 304(a)(1)(iii) of
Regulation S-B.
3. Upon review of the predecessor auditor letter filed as an
exhibit
to the Form 8-K filing, we noted a possible violation of Section
402(a) of the Sarbanes-Oxley Act prior to dismissal.  Please amend
your Form 8-K to properly disclose the information required under
Items 304(a)(1)(iv) and 304(a)(2)(ii) as applicable.  Otherwise,
tell
us why this is not a reportable event or disagreement as described
under Item 304 of Regulation S-B.
4. Please amend your Form 8-K to disclose the engagement date of
Randy Gruber, CPA in accordance with Item 304(a)(2) of Regulation
S-
B.
5. We noted the Company engaged a new certifying accountant for
the
"fiscal year ending December 31, 2004."  We also noted the Company
was on an 11/30 fiscal year per the Company`s Form 10-KSB filed on
March 16, 2004.  This appears to be a change in fiscal year from
11/30 to 12/31.  If this is the case, please note that the Company
still must file a Form 10-KSB for the fiscal year ended November
30,
2004 (also, the one month transition period must be audited and
included in the 10-KSB) in accordance with Section 240.13a-10 of
the
Exchange Act Rules.  If the reference to 11/30 is a mistake,
please
correct the disclosure in the filing.
6. Please file an updated letter from Beckstead & Watts LLP, if
applicable, as an Exhibit 16 in accordance with Item 304(a)(3) of
Regulation S-B. This letter should reflect their agreement or
disagreement with any updated disclosures in an amended Form 8-K
filing.

      Please file your supplemental response and amendment via
EDGAR
in response to these comments within 5 business days after the
date
of this letter.  Please contact the staff immediately if you
require
longer than 5 business days to respond.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the registrant and its management are
in
possession of all facts relating to a registrant`s disclosure,
they
are responsible for the accuracy and adequacy of the disclosures
they
have made.

      In connection with responding to our comments, please
provide,
in writing, a statement from the registrant acknowledging that:
* the registrant is responsible for the adequacy and accuracy of
the
disclosure in the filing;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and
* the registrant may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

In addition, please be advised that the Division of Enforcement
has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

If you should have a particular question in regard to this letter,
please contact the undersigned at 202-824-5696.

						Sincerely,

						Brian K. Bhandari
						Staff Accountant
						Office of Emerging Growth Companies
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