|OMB APPROVAL                                                                                                 
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UNITED STATES

FORM 10-KSB

(Mark One)

[ x ] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURTIES EXCHANGE ACT OF 1934

For the fiscal year ended June 30, 2004

[  ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to ____________

Commission file number 0-29895

ROYCE BIOMEDICAL, INC.

(Name of small business Issuer in its charter)

|NEVADA(State or other jurisdiction of incorporation or organization) | 98-0206542(IRS Employer Identification No.)
|-------------------------------------------------------------------- | -------------------------------------------

1100 - 1200 West 73rd Avenue
Vancouver, British Columbia
Canada
V6P 6G5

(604) 267-7080
(Issuer's telephone number)

Securities registered under Section 12(b) of the Exchange Act:     None

Securities registered under Section 12(g) of the Exchange Act:     Common Stock

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.

Yes [ X ] No [   ]

Check if disclosure of delinquent filers pursuant to Item 405 of Regulation S-B is not contained herein, and no disclosure will be contained, to the best of the 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.  [ x ]

The Company's revenues during the year ended June 30, 2004 were $-0-.

The aggregate market value of the voting stock held by non-affiliates of the Company (1,429,461 shares) based upon the closing price, average bid and asked prices of the Company's common stock on September 15, 2004 was approximately $78,620.36.

Issuers Involved in Bankruptcy Proceedings During the Past Five Years:  Not Applicable.

State the number of shares outstanding of each of the Issuer's classes of common equity, as of the latest practicable date: September 15, 2004, - 5,051,683 shares of Common Stock

Documents incorporated by reference:      None

Transitional Small Business Issuer Format (check one)

Yes [   ] No [ X ]

PART I

ITEM 1.  DESCRIPTION OF BUSINESS

Royce Biomedical, Inc. (the "Company") was incorporated in Nevada on March 22, l995. The Company is a public company listed on the OTC Bulletin Board. The trading symbol is RYBO. The Company's executive offices are located at 1100-1200 West 73rd Avenue, Vancouver, British Columbia, V6P 6G5 CANADA. The Company's telephone number is (604) 267-7080 and its facsimile number (604) 267-7078. The Company has a Sales Office in Beijing, the People's Republic of China.

Introduction

Health care around the world is divided into two segments, diagnosis and treatment. This segmentation has given rise to two separate markets: the pharmaceutical market for treatment and the medical diagnostic testing devices market for diagnosis. The market demand for rapid tests is huge. It is reported that 36 million people around the world are infected with AIDS virus. Sexually transmitted diseases such as Syphilis and HBV are on the rise. Although not as life threatening, early detection of non-sexually transmitted diseases such as H. Pylori can reduce the development risk of cancer.

The Company is a distributor of immunodiagnostic test products. The Company plans to manufacture and assemble diagnostic test kits in China.

Corporate Development

Between August 1995 and June 1998, the Company manufactured and sold diagnostic test kits used to detect pregnancy, thyroid disorders and other medical conditions. The Company assembled its diagnostic testing kits at its laboratory in Irvine, California. The Company closed this facility in April 1998.



In January, 2001, the Company registered a Sales Office in Beijing, the People's Republic of China. By registering this Sales Office in the Zhong Guan Cun Hi-Tech Development Zone, the Company can benefit from tax concessions granted by the Chinese government.

In order to penetrate the Chinese immunodiagonstic market quickly, the Company signed an agreement in April 1999 with Xili Pharmaceutical Group, Inc. ("Xili") of the People's Republic of China to market and distribute H. Pylori diagnostic test kits supplied by the Company. In addition to supplying H. Pylori test kits to Xili, the Company provides clinical data and training to Xili personnel. Similar arrangements have been established between the Company and Xili to market HIV and Syphilis tests.

Xili Pharmaceutical Group, Inc., through its subsidiary XiLi USA, Inc., owns 40% of the share interests of the Company. Xili has a large sales force in China that services the medical purchasing needs of clinics, laboratories, hospitals, and consumers. Operating in more than 60 cities, Xili has strong working relationships with over 2000 hospitals in China. It also has close working relationship with the Chinese Medical Association, several of the largest drug store chains and a number of test kit distributors in China. Xili is controlled by Dr. Yan Xiao Wen, who is also the Chairman of the Company's Board of Directors.

The Company's Current Position in China

The Company has spent the last four years working with Chinese regulatory authorities to obtain the necessary approvals for various products. The Company is currently holding discussions with Chinese regulatory authorities to obtain approval to distribute HIV and Syphilis test kits.

Potential Market for the Company Products

The Company, through its own research, has identified H. Pylori, HIV, Tuberculosis and Syphilis as the initial diagnostic test kits which it plans to manufacture and distribute in China. The following is a summery of each market.

Non Sexually Transmitted Diseases - Reports indicate that H. Pylori has infected over 780 million people in China. H. Pylori infection is the main cause of chronic gastritis (60% detectable rate in China), chronic active gastritis (over 90%), duodenal ulcer (95%), and gastric ulcer (80%). Studies show that H. Pylori is a major cause for stomach cancer. The early treatment of H. Pylori infection can reduce the need for invasive endoscopy and long-term traditional therapy associated with duodenal and gastric ulcers, as well as antral gastritis. H. Pylori is an easily curable illness, but early detection is vital for treatment since the symptoms at early stages are not very obvious.

Sexually Transmitted Diseases - AIDS has been identified by the Chinese government as a major threat to the public health in China. According to official statistics, over 850,000 people are HIV positive. This number is estimated to grow by 30% annually. The Chinese government is taking measures to prevent AIDS from becoming an epidemic.

Currently, tests for HIV, HBV and Syphilis are performed separately. Not only is it time consuming, but also costly for both the government and individuals. The Company has applied for a patent covering a single diagnostic test kit which will detect HIV, HBV and Syphilis.

In addition, there are approximately 50,000 blood stations and blood banks that can also use the Company's test kits.



Competition

There are competitors presently operating in China but comparative tests conducted by National Institute of Virology and the State Protection Medical Institute of China have shown the Company's products to be superior. The field in which the Company operates is subject to rapid technological change and there can be no assurance that the Company will be able to react and adapt to any such changes or that developments by competitors will not cause the products distributed by the Company to be obsolete.

Regulation

Foreign Regulations. The Company will attempt to acquire the rights and licenses necessary to distribute diagnostic test kits in China. Although the process to secure a license is relatively expensive and time consuming, the Company believes that having Xili as a partner in China will assist the Company in future dealings with Chinese regulatory agencies. There is no assurance however that the Company will be successful in obtaining licenses for the sale of diagnostic testing kits in China.

In order to sell outside the United States, medical devices, manufactured in the United States, including diagnostic testing kits, are subject to FDA permit requirements that are conditioned on clearance by the importing country's appropriate regulatory authorities. Many countries further require imported medical devices to comply with their own or international standards. Although the Company believes its products can be produced in compliance with the regulations, no assurance can be given that the Company's products will continue to meet standard, which may be established from time to time by the Chinese or other foreign government.

Regulation in the People's Republic of China. The sale of medical devices are regulated by the State Food & Drug Administration of the People's Republic of China (SFDA). SFDA exercises significant regulatory control over the manufacture of medical devices.

Before a medical device can be marketed in China, approval of the SFDA must be obtained. In the case of SFDA, testing programs are typically required in order to establish product safety and efficacy.

SFDA regulations pertain not only to medical devices, but also to the processes and facilities used to manufacture such products. Among the conditions for marketing products cleared by the SFDA is the requirement that the prospective manufacturer's quality control and manufacturing procedures conform to the SFDA's Good Manufacturing Practice ("GMP") regulations, which must be followed at all times. In complying with standards set forth in these regulations, manufacturers must continue to expend time, money and effort in the areas of production and quality control to ensure full technical compliance. GMP regulations require adherence to strict quality control procedures, including documentation of all aspects of the manufacturing process, to demonstrate that products are made by a "controlled" process that ensures consistency and reliability of the end product. Significant changes to the manufacturing process require notification to the SFDA, and all changes require documentation. The SFDA has the right to conduct inspections of the manufacturing facility at any time at its discretion. To the extent all or a portion of the manufacturing process for a product is handled by an entity other than the Company, the Company must similarly receive SFDA approval for the other entity's participation in the manufacturing process. Manufacturing establishments in China are subject to inspections by the SFDA and by other government agencies and must comply with "GMP" as appropriate for production. In complying with GMP regulations, manufacturers must continue to expend time, money and effort in the area of production and quality control to ensure full technical compliance.

Stock Splits

All information in this registration statement has been adjusted to reflect a five-for-one reverse split of the Company's common stock which was effective May 11, 1998 and a three-for-one reverse split of the Company's common stock which was effective May 30, 1999.

Employees

As of September 15, 2004, the Company did not have any full-time employees. The Company plans to hire employees as may be required by the level of the Company's operations.



ITEM 2.  DESCRIPTION OF PROPERTY

See Item 1 of this report.



ITEM 3.  LEGAL PROCEEDINGS.

Other than the lawsuit filed in the Supreme Court of British Columbia on November 6, 2002 by the Company against Ken Papas, a former director of the Company for $80,000 owing to the Company, the Company is not engaged in any litigation, and the officers and directors presently know of no threatened or pending litigation in which it is contemplated that the Company will be made a party.



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

Not Applicable.

PART II

ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDERS MATTERS

As of September 15, 2004, there were approximately 365 record owners of the Company's Common Stock. The Company's Common Stock is traded on the National Association of Securities Dealers OTC Bulletin Board under the symbol "RYBO". Set forth below are the range of high and low bid quotations for the periods indicated as reported by the NASD. The market quotations reflect interdealer prices, without retail mark-up, mark-down or commissions and may not necessarily represent actual transactions.

The share prices shown in the table have been adjusted to reflect a five-one reverse stock effective May 11, 1998 and a three-for-one reverse stock split effective May 30, 1999.





|Quarter Ending | High  | Low  
|-------------- | ----- | -----
|9/30/01        | $0.04 | $0.04
|12/31/01       | $0.04 | $0.02
|3/31/02        | $0.03 | $0.02
|6/30/02        | $0.03 | $0.02
|9/30/02        | $0.02 | $0.02
|12/31/02       | $0.02 | $0.02
|3/31/03        | $0.02 | $0.02
|6/30/03        | $0.15 | $0.02
|09/30/03       | $0.18 | $0.05
|12/31/03       | $0.15 | $0.05
|03/31/04       | $0.12 | $0.12
|06/30/04       | $0.35 | $0.11



Holders of common stock are entitled to receive such dividends as may be declared by the Board of Directors out of funds legally available therefor and, in the event of liquidation, to share pro rata in any distribution of the Company's assets after payment of liabilities. The Board of Directors is not obligated to declare a dividend. The Company has not paid any dividends and the Company does not have any current plans to pay any dividends.



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

At the present time the Company plans to assemble medical diagnostic test kits in China to reduce costs. The Company plans to purchase the main components for its test kits from manufacturers in the United States.

The Company may also attempt to obtain the necessary approvals to manufacture the components of the H. Pylori and other test kits in China. Rather than building its own manufacturing facility, the Company would pursue the acquisition of a subsidiary of Xili that manufactures pharmaceutical products.

During the year ended June 30, 2004 the Company had a net loss of $(161,700). During this same period the Company's operations generated $700 in cash, primarily as the result of a short term loan from a related party. The Company satisfied its cash needs during this period through advances from a related party.

During the year ended June 30, 2003 the Company had a net loss of $(73,400). During this same period the Company's operations generated $1,200 in cash, primarily as the result of a short term loan from a related party. The Company satisfied its cash needs during that period through a related party loan and accounts payable.

The Company does not have any available credit, bank financing or other external sources of liquidity. Due to historical operating losses, the Company's operations have not been a source of cash flow. In order to obtain capital, the Company may need to sell additional shares of its common stock or borrow funds from private lenders. During the twelve months ending June 30, 2005 the Company will need approximately $5,000,000 in additional capital for acquisition of a subsidiary of Xili that manufactures pharmaceutical products and manufacturing H. Pylori test kits in China. The Company will have to raise required funds through private placements or public offerings.



ITEM 7.  FINANCIAL STATEMENTS

See the financial statements attached to this report.

































ROYCE BIOMEDICAL INC.



Vancouver, BC



FINANCIAL STATEMENTS



For the Year Ended June 30, 2004

















ROYCE BIOMEDICAL



INDEX TO FINANCIAL STATEMENTS



Auditors' Report



Balance Sheets	Exhibit "A"



Statements of Loss and Deficit	Exhibit "B"



Statements of Changes in Stockholders' Deficiency	Exhibit "C"



Statements of Cash Flows	Exhibit "D"



Notes to Financial Statements	Exhibit "E"





































D E  V I S S E R  G R A Y

CHARTERED ACCOUNTANTS



401 - 905 West Pender Street

Vancouver, BC Canada

V6C 1L6



Tel: (604) 687-5447

Fax: (604) 687-6737





AUDITORS' REPORT



To the Stockholders of Royce Biomedical Inc.,



We have audited the balance sheet of Royce Biomedical Inc. as at June 30, 2004 and the statements of operations and deficit, changes in stockholders' deficiency and cash flows for the year 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 the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform an audit to obtain reasonable assurance 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 statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.



In our opinion, these financial statements present fairly, in all material respects, the financial position of the Company as at June 30, 2004 and the results of its operations and its cash flows for the year then ended in accordance with accounting principles generally accepted 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 1 to the financial statements, the Company has no established source of revenue and is dependent on its ability to raise funds via equity financing and the issuance of debt instruments to related parties.  This raises substantial doubt about its ability to continue as a going concern.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.



The financial statements as at and for the year ended June 30, 2003 were audited by other auditors who expressed an opinion without reservation on those financial statements in their report to the stockholders dated September 23, 2003.



"De Visser Gray"



CHARTERED ACCOUNTANTS



Vancouver, Canada

September 22, 2004























Exhibit "A"

ROYCE BIOMEDICAL INC.

Balance Sheets

As at June 30,

(US Dollars)





|Assets                                   |  | 2004        |  | 2003       
|---------------------------------------- |  | ----------- |  | -----------
|Current:                                 |  |             |  |            
|Cash                                     |  | $	2,000     |  | $	1,300    
|Accounts receivable                      |  | 200         |  | 400        
|                                         |  | 2,200       |  | 1,700      
|Product licence fees (Note 4)            |  | -           |  | 100,000    
|                                         |  | $	2,200     |  | $	101,700  
|                                         |  |             |  |            
|Liabilities                              |  |             |  |            
|Current                                  |  |             |  |            
|Accounts payable and accrued liabilities |  | $	99,300    |  | $	77,100   
|Loan payable to a related party (Note 7) |  | 66,900      |  | 26,900     
|                                         |  | 166,200     |  | 104,000    
|                                         |  |             |  |            
|Stockholders' Deficiency                 |  |             |  |            
|Share capital (Note 5)                   |  | 16,000      |  | 16,000     
|Additional paid-in capital (Note 5)      |  | 2,657,800   |  | 2,657,800  
|Deficit, per Exhibit "B"                 |  | (2,837,800) |  | (2,676,100)
|                                         |  | (164,000)   |  | (2,300)    
|Going concern (Note 1)                   |  |             |  |            
|Commitment (Note 6)                      |  |             |  |            
|                                         |  | $	2,200     |  | $	101,700  
|                                         |  |             |  |            





Approved on behalf of the Board of Directors:



"Kathy Jiang"



"Yan Xiao Wen"



















- See accompanying notes -



Exhibit "B"

ROYCE BIOMEDICAL INC.

Statements of Operations and Deficit

For the Years Ended June 30,

(US Dollars)







|                                |  | 2004          |  | 2003         
|------------------------------- |  | ------------- |  | -------------
|Expenses:                       |  |               |  |              
|Amortization                    |  | $100,000      |  | $-)          
|Office and sundry               |  | 6,400)        |  | 6,700)       
|Professional fees               |  | 21,200)       |  | 32,600)      
|Rent                            |  | 1,600)        |  | 1,300)       
|Stock transfer agent fees       |  | 1,500)        |  | 1,400)       
|Telephone                       |  | 300)          |  | 700)         
|Wages and benefits              |  | 30,700)       |  | 30,700)      
|                                |  | 161,700)      |  | 73,400)      
|Net loss                        |  | (161,700)     |  | (73,400)     
|Deficit, beginning              |  | (2,676,100)   |  | (2,602,700)  
|Deficit, ending, to Exhibit "A" |  | $	(2,837,800) |  | $	(2,676,100)
|Loss per share                  |  | $	(0.03)      |  | $	(0.01)     



























































- See accompanying notes -



Exhibit "C"

ROYCE BIOMEDICAL INC.

Statement of Changes in Stockholders' Deficiency

For the Year Ended June 30, 2004

(US Dollars)





|                                       |  | Common Stock |  | Additional
paid-in
capital |  | Accumulated
Deficit
|-------------------------------------- |  | ------------ |  | -------------------------- |  | -------------------
|                                       |  | Shares       |  | Amount                     |  |                    
|Balance, June 30, 2003                 |  | 5,051,683    |  | $	16,000                   |  | $	2,657,800        
|Net loss, per Exhibit "B"              |  | -            |  | -                          |  | -                  
|Balance, June 30, 2004, to Exhibit "A" |  | 5,051,683    |  | $	16,000                   |  | $	2,657,800        
|                                       |  |              |  |                            |  |                    
|                                       |  |              |  |                            |  |                    





























































































- See accompanying notes -



Exhibit "D"

ROYCE BIOMEDICAL INC.

Statements of Cash Flows

For the Years Ended June 30,

(US Dollars)







|                                                     |  | 2004        |  | 2003      
|---------------------------------------------------- |  | ----------- |  | ----------
|Operating Activities:                                |  |             |  |           
|Net loss, per Exhibit "B"                            |  | $	(161,700) |  | $	(73,400)
|Adjustment for non-cash item:                        |  |             |  |           
|Amortization                                         |  | 100,000     |  | -         
|                                                     |  | (61,700)    |  | (73,400)  
|Changes in non-cash working capital -                |  |             |  |           
|Decrease in accounts receivable                      |  | 200         |  | 8,100     
|Increase in accounts payable and accrued liabilities |  | 22,200      |  | 39,600    
|                                                     |  | (39,300)    |  | (25,700)  
|Financing Activity:                                  |  |             |  |           
|Advance of related party debt                        |  | 40,000      |  | 26,900    
|                                                     |  |             |  |           
|Net increase in cash                                 |  | 700         |  | 1,200     
|Cash, beginning                                      |  | 1,300       |  | 100       
|Cash, ending                                         |  | $	2,000     |  | $	1,300   



























































- See accompanying notes -



Exhibit "E"

ROYCE BIOMEDICAL INC.

Notes to Financial Statements

June 30, 2004

(US Dollars)



1.	BASIS OF PRESENTATION AND GOING CONCERN



These financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America.



The Company was incorporated on March 22, 1995 under the jurisdiction of the State of Nevada.



While the financial statements have been prepared on the basis of accounting principles applicable to a going concern, which contemplates the Company's ongoing capacity to realize its assets and discharge its liabilities in the normal course of business; however, the occurrence of significant losses to date raises substantial doubt upon the validity of this assumption.



The Company has experienced significant losses over the past five years, including $161,700 in the current year, and has an accumulated deficit of $2,837,800 at June 30, 2004.  The Company's continued existence as a going concern is dependent upon its ability to continue to obtain adequate financing arrangements and to achieve and maintain profitable operations.



The Company has financed its activities primarily from the proceeds of various share issues and loans from related companies.  As a result of the Company being in the early stages of operations, the recoverability of assets on the balance sheet will be dependent on the Company's ability to obtain additional financing and to attain a level of profitable operations from the existing facilities production and/or the disposition thereof.



If the going concern assumption was not appropriate for these financial statements, then adjustments may be necessary in the carrying value of assets and liabilities, the reported net loss and the balance sheet classifications used.





2.	ACCOUNTING POLICIES



- Cash



Cash consists of cash, funds in bank accounts, and short-term deposits.



- Foreign Currency Translation



Assets and liabilities of Canadian operations are translated into United States currency at exchange rates prevailing at the balance sheet date for monetary items and at rates prevailing

at the transaction date for non-monetary items.  Revenue and expenses are converted at the average exchange rate for the year.



Foreign exchange gains or losses on monetary assets and liabilities are included in operations.



- Use of Estimates



The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying disclosures.  Although these estimates are based on management's best knowledge of current events and actions the company may undertake in the future, actual results may differ from the estimates.





Exhibit "E"

ROYCE BIOMEDICAL INC.Continued

Notes to Financial Statements

June 30, 2004

(US Dollars)



2.	ACCOUNTING POLICIES (continued)



- Future Income Taxes



Future income taxes are recorded using the asset and liability method.  Under the asset and liability method, future tax assets and liabilities are recognized for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  Future tax assets and liabilities are measured using enacted or substantively enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The effect on future tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the date of enactment or substantive enactment of the change.  When the future realization of income tax assets does not meet the test of being more likely than not to occur, a valuation allowance in the amount of the potential future benefit is taken and no net asset is recognized.





3.	FINANCIAL INSTRUMENT



- Fair Values



Unless otherwise noted, cash, accounts receivable, accounts payable and accrued liabilities, and loan payable to a related party are stated at amounts that approximate their book value.





1. PRODUCT LICENCE FEES





|                               |  | 2004                    |  | 2003     
|------------------------------ |  | ----------------------- |  | ---------
|Product licence fees, at cost  |  | $	110,000               |  | $	110,000
|Less: Accumulated amortization |  | (110,000)               |  | (10,000) 
|                               |  | $                     - |  | $	100,000



At June 30, 2003, the Company had applications in progress for licence renewals of the H Pylori Antibody and M Tuberculosis Test Kits and has new applications in progress for HIV and Syphilis Test Kits in the People's Republic of China.  At June 30, 2004 the licences had not been granted to the company and accordingly the residual carrying cost of the licences was amortized in full during the current year.





5.	SHARE CAPITAL



Authorized

100,000,000 	 	Common shares with par value 	$0.001 each

5,000,000  			Preferred shares with par value	$0.001 each





|                                  |  | Common Shares |  | Additional
Paid-in Capital
|--------------------------------- |  | ------------- |  | --------------------------
|Issued and Outstanding            |  | # Shares      |  | Amount                    
|Balance, June 30, 2004, no change |  | 5,051,683     |  | $	16,000                  



At June 30, 2004, 4,278,655 (2003 - 4,278,655) common shares were restricted from trading.



Exhibit "E"

ROYCE BIOMEDICAL INC.Continued

Notes to Financial Statements

June 30, 2004

(US Dollars)





6.	COMMITMENT



During the year ended June 30, 1997, the Company issued shares to a number of investors in British Columbia, Canada at $1.42 ($2.00 Canadian).  Pursuant to the British Columbia Securities Act, an Offering Memorandum should have accompanied the issuance of these shares.  As this did not occur, the shareholders were offered the opportunity to rescind the purchase of the shares for a refund of the entire purchase price.  Requests from stockholders to rescind 14,250 common shares were received within the required time limit.  The Company is required to refund an amount of $20,357.  At June 30, 2004, these amounts have not been repaid and are included in accounts payable and accrued liabilities.





7.	RELATED PARTY TRANSACTIONS





|                    |  | 2004     |  | 2003    
|------------------- |  | -------- |  | --------
|Demand loan payable |  | $	66,900 |  | $	26,900



This loan is payable to Xili Pharmaceutical (Beijing) Ltd., a private company under common control with  Xili (USA) Inc., which owns 40% of the Company's outstanding common stock.  The balance is non-interest bearing, unsecured and payable on demand and has arisen from funds advanced by the related party.



In addition to the transactions described elsewhere in the financial statements, the Company had the following transaction with officers and directors:





|                      |  | 2004                |  | 2003                
|--------------------- |  | ------------------- |  | --------------------
|Wages paid or accrued |  | $            30,700 |  | $             30,700



At June 30, 2004, the balance of accounts payable and accrued liabilities is inclusive of $53,700 owing to an officer and director for unpaid wages.



These transactions are in the normal course of operations and are measured at their fair value as determined by management.





8.	INCOME TAXES



The Company has net losses for income tax purposes totaling approximately $2,828,000 which may be applied against future taxable income.  The potential benefit arising from these losses has been recognized as a deferred tax asset.  To the extent that those benefits may not be realized, a valuation allowance is  provided for.













Exhibit "E"

ROYCE BIOMEDICAL INC.                                          Continued

Notes to Financial Statements

June 30, 2004

(US Dollars)





8.	INCOME TAXES (continued)

The Company's deferred tax balances are as follows:





|                                                         |  | 2004              |  | 2003               
|-------------------------------------------------------- |  | ----------------- |  | -------------------
|Deferred tax asset, beginning                            |  | $	922,900         |  | $	897,200          
|Benefit of current year's operating loss carried forward |  | 55,100            |  | 25,700             
|Deferred tax asset, ending                               |  | 978,000           |  | 922,900            
|Valuation allowance, beginning                           |  | 922,900           |  | 897,200            
|Current year's provision                                 |  | 55,100            |  | 25,700             
|Valuation allowance, ending                              |  | 978,000           |  | 922,900            
|                                                         |  | $               - |  | $                 -



As the Company has no history of profits, management believes that it is more likely than not some or all of the deferred tax asset will not be realized and has provided a full valuation allowance against the deferred tax asset.  The right to claim these losses expires as follows:



2010	$    173,000

2011	599,000

2012	748,000

2013	509,000

2014	163,900

2015	159,600

2016	134,900

2017	105,500

2018	73,400

2019	161,700

$ 2,828,000





9.	COMPARATIVE  FIGURES



Certain of the figures from 2003 have been adjusted slightly for rounding differences in the financial statement presentation.









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

None.

ITEM 8A.  CONTROLS AND PROCEDURES

Based on the most recent evaluation, which was completed within 90 days of filing of this Form 10-KSB, the Company's chief executive officer and chief financial officer believe the Company's disclosure controls and procedures (as defined in Exchange Act Rule 13a-14 and 15d-14) are effective.  There were no significant changes in the Company's internal controls nor other facts that would significantly affect these controls subsequent to the date of this evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.  The Company is presently unable to provide segregation of duties within the Company as a means of internal control.  As a result, the Company is presently relying on overriding management short term review procedures until such time as additional funding is provided to hire additional executive to segregate duties within the Company.

ITEM 8B.  OTHER INFORMATION

De Visser Gray Chartered Accountants has been retained to provide Auditors' Reports on the

Prior to engaging the new accountant, we did not consult with it regarding any accounting or auditing concerns stated in Item 304(a)(2) of Regulation S-B.

We have provided HLB Cinnamon Jang Willoughby & Company with a copy of the disclosure provided within this caption of this report and has advised the Commission as to whether it agrees or disagrees with the disclosure made therein.

A copy of its response is attached hereto and incorporated herein by this reference.  See item 13.



PART III

ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

Officers and Directors

The following sets forth certain information concerning the present management of the Company:





|Name             | Age | Position with Company             
|---------------- | --- | ----------------------------------
|Dr. Yan Xiao Wen | 45  | Chairman of the Board of Directors
|Kathy Jiang      | 46  | President and a Director          
|Helen Zhao       | 39  | Secretary and a Director          



Background of Officers and Directors

Dr. Yan Xiao Wen has been a director of the Company  since April 1999.  Dr. Yan has been the President of Xili  Pharmaceutical  (Group) Inc., (Xili Beijing, Xili Hebei, Xili Zaozhuang, Xili Hezhe, Xili Chongqing, Xili Hubai) and Xili USA Inc. since December 1993.

Kathy Jiang has been the  President  and a director  of the  Company  since April 1999.  Ms. Jiang was the Vice  President of Shandong  Canada  Trading from March 1993 to November 1998.

Helen Zhao has been the Company's  Secretary and a director since 2001. For the past nine years Ms. Zhao has the controller for Richmond Motorcycles Ltd..  From 2000 to 2003 Ms. Zhao has also been the controller  for  Builddirect.com Technology Inc.

Conflicts of Interest

We believe that none of our officers or directors will be subject to conflicts of interest.

Involvement in Certain Legal Proceedings

To our knowledge, during the past five years, our officer and director has: (1) not filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two yeas before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing; (2) were convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities: (i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity; (ii) engaging in any type of business practice; (iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws; (4) were the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity; (5) were found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate; (6) were found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

Code of Ethics

We have adopted a code of ethics in compliance with Item 406 of Regulation S-B that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions.  We undertake herewith to provide by mail to any person without charge, upon request, a copy of such code of ethics if we receive the request in writing by mail to:

Royce Biomedical, Inc.

1100 - 1200 West 73rd Avenue

Vancouver, BC

V6P 6G5

Audit Committee and Audit Committee Financial Expert

At present we do not have a separately designated standing audit committee.  The entire board of directors is acting as our Company's Audit Committee, as specified in section 3(a)(58)(b) of the Exchange Act.  The board of directors have determined that at present we have no audit committee financial expert serving on the Audit Committee.  Our Company is, at present, a start-up junior mining company and have not yet generated or realized any revenues from our business operations.  We are seeking, however, to have a financial expert in our Audit Committee.



ITEM 10.  EXECUTIVE COMPENSATION

The following table sets forth in summary form the compensation received by (i) the Chief Executive Officer of the Company and (ii) by each other executive officer of the Company who received in excess of $100,000 during the three fiscal years ended June 30, 2004.



|                                                                    | Annual Compensation | Long Term Compensation
|------------------------------------------------------------------- | ------------------- | ----------------------
|Name and Principal Position                                         | Fiscal Year         | Salary
(1)            
|Kathy Jiang, President and Chief Executive Officer since April 1999 | 2004                | $30,700               
|2003                                                                | $30,700-            | --                    
|2002                                                                | $30,200             | --                    



(1)	The dollar value of base salary (cash and non-cash).  For Ms. Jiang's salary of 2003 and 2004, $57,000 of the total $61,400 salary has not been paid as of the date of this filing.



(2)	The dollar value of bonus (cash and non-cash) received.



(3)	Any other annual compensation not properly  categorized as salary or bonus, including perquisites and other personal benefits,  securities or property.  Amount in the table represents automobile allowances.



(4)	During the period covered by the foregoing  table, the shares of restricted stock issued as compensation for services. The table below shows the number of shares of the Company's common stock owned by the officers listed above, and the value of such shares as of June 30, 2004.





|Name        | Shares  | Value  
|----------- | ------- | -------
|Kathy Jiang | 100,000 | $11,000



(5)	The shares of common  stock to be received  upon the  exercise of all stock options granted during the period covered by the table.



(6)	All other compensation  received that the Company could not properly report in any other column of the table including annual Company  contributions or other  allocations to vested and unvested defined  contribution  plans, and the dollar value of any  insurance  premiums  paid by, or on behalf of, the Company  with respect to term life  insurance  for the benefit of the named executive  officer,  and the  full  dollar  value of the  remainder  of the premiums paid by, or on behalf of, the Company.



The Company does not have employment agreements with any of its officers.



Options Granted During Fiscal Year Ending June 30, 2004



The Company did not grant any options to any officer or director during the year ended June 30, 2004. As of June 30, 2004 none of the Company's officers or directors held any options.



Long Term Incentive Plans - Awards in Last Fiscal Year



None.



Employee Pension, Profit Sharing or Other Retirement Plans



The Company does not have a defined benefit, pension plan, profit sharing or other retirement plan, although the Company may adopt one or more of such plans in the future.



Compensation of Directors



Standard Arrangements. At present the Company does not pay its directors for attending meetings of the Board of Directors, although the Company expects to adopt a director compensation policy in the future. The Company has no standard arrangement pursuant to which directors of the Company are compensated for any services provided as a director or for committee participation or special assignments.



Other Arrangements. During the year ended June 30, 2004, and except as disclosed elsewhere in this registration statement, no director of the Company received any form of compensation from the Company.



See " Stock Option and Bonus Plans" below for information concerning stock options and stock bonuses granted to the Company's officers and directors.



Stock Option and Bonus Plans



The Company has an Incentive Stock Option Plan, a Non-Qualified Stock Option Plan and a Stock Bonus Plan. A summary description of each Plan follows. In some cases these three Plans are collectively referred to as the "Plans".



Incentive Stock Option Plan. The Incentive Stock Option Plan authorizes the issuance of options to purchase up to 300,000 shares of the Company's Common Stock, less the number of shares already optioned under both this Plan and the Non-Qualified Stock Option Plan. The Incentive Stock Option Plan became effective on September 15, 1999 and will remain in effect until September 15, 2009 unless terminated earlier by action of the Board. Only officers, directors and key employees of the Company may be granted options pursuant to the Incentive Stock Option Plan.



In order to qualify for incentive stock option treatment under the Internal Revenue Code, the following requirements must be complied with:



1.	Options granted pursuant to the Plan must be exercised no later than:



(a)	The expiration of thirty (30) days after the date on which an option holder's employment by the Company is terminated.



(b)	The expiration of one year after the date on which an option holder's employment by the Company is terminated, if such termination is due to the Employee's disability or death.



2.	In the event of an option holder's death while in the employ of the Company, his legatees or distributees may exercise (prior to the option's expiration) the option as to any of the shares not previously exercised.



3.	The total fair market value of the shares of Common Stock (determined at the time of the grant of the option) for which any employee may be granted options which are first exercisable in any calendar year may not exceed $100,000.



4.	Options may not be exercised until one year following the date of grant. Options granted to an employee then owning more than 10% of the Common Stock of the Company may not be exercisable by its terms after five years from the date of grant.



5.	The purchase price per share of Common Stock purchasable under an option is determined by the Committee but cannot be less than the fair market value of the Common Stock on the date of the grant of the option (or 110% of the fair market value in the case of a person owning the Company's stock which represents more than 10% of the total combined voting power of all classes of stock).



Non-Qualified Stock Option Plan. The Non-Qualified Stock Option Plan authorizes the issuance of options to purchase up to 300,000 shares of the Company's Common Stock less the number of shares already optioned under both this Plan and the Incentive Stock Option Plan. The Non-Qualified Stock Option Plan became effective on September 9, 1997 and will remain in effect until September 9, 2007 unless terminated earlier by the Board of Directors. The Company's employees, directors, officers, consultants and advisors are eligible to be granted options pursuant to the Plan, provided however that bona fide services must be rendered by such consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction. The option exercise price is determined by the Committee but cannot be less than the market price of the Company's Common Stock on the date the option is granted.



Options granted pursuant to the Plan not previously exercised terminate upon the date specified when the option was granted.



Stock Bonus Plan. Up to 100,000 shares of Common Stock may be granted under the Stock Bonus Plan. Such shares may consist, in whole or in part, of authorized but unissued shares, or treasury shares. Under the Stock Bonus Plan, the Company's employees, directors, officers, consultants and advisors are eligible to receive a grant of the Company's shares; provided, however, that bona fide services must be rendered by consultants or advisors and such services must not be in connection with the offer or sale of securities in a capital-raising transaction.



Other Information Regarding the Plans. The Plans are administered by the Company's Board of Directors. The Board of Directors has the authority to interpret the provisions of the Plans and supervise the administration of the Plans. In addition, the Board of Directors is empowered to select those persons to whom shares or options are to be granted, to determine the number of shares subject to each grant of a stock bonus or an option and to determine when, and upon what conditions, shares or options granted under the Plans will vest or otherwise be subject to forfeiture and cancellation.



In the discretion of the Board of Directors, any option granted pursuant to the Plans may include installment exercise terms such that the option becomes fully exercisable in a series of cumulating portions. The Board of Directors may also accelerate the date upon which any option (or any part of any options) is first exercisable. Any shares issued pursuant to the Stock Bonus Plan and any options granted pursuant to the Incentive Stock Option Plan or the Non-Qualified Stock Option Plan will be forfeited if the "vesting" schedule established by the Board of Directors at the time of the grant is not met. For this purpose, vesting means the period during which the employee must remain an employee of the Company or the period of time a non-employee must provide services to the Company. At the time an employee ceases working for the Company (or at the time a non-employee ceases to perform services for the Company), any shares or options not fully vested will be forfeited and cancelled. In the discretion of the Board of Directors payment for the shares of Common Stock underlying options may be paid through the delivery of shares of the Company's Common Stock having an aggregate fair market value equal to the option price, provided such shares have been owned by the option holder for at least one year prior to such exercise. A combination of cash and shares of Common Stock may also be permitted at the discretion of the Board of Directors.



Options are generally non-transferable except upon death of the option holder. Shares issued pursuant to the Stock Bonus Plan will generally not be transferable until the person receiving the shares satisfies the vesting requirements imposed by the Board of Directors when the shares were issued.



The Board of Directors of the Company may at any time, and from time to time, amend, terminate, or suspend one or more of the Plans in any manner it deems appropriate, provided that such amendment, termination or suspension cannot adversely affect rights or obligations with respect to shares or options previously granted. The Board of Directors may not, without shareholder approval: make any amendment which would materially modify the eligibility requirements for the Plans; increase or decrease the total number of shares of Common Stock which may be issued pursuant to the Plans except in the case of a reclassification of the Company's capital stock or a consolidation or merger of the Company; reduce the minimum option price per share; extend the period for granting options; or materially increase in any other way the benefits accruing to employees who are eligible to participate in the Plans.



The Plans are not qualified under Section 401(a) of the Internal Revenue Code, nor are they subject to any provisions of the Employee Retirement Income Security Act of 1974.



Summary. The following sets forth certain information as of September 15, 2004, concerning the stock options and stock bonuses granted by the Company. Each option represents the right to purchase one share of the Company's Common Stock.



|Name of Plan                    | Total Shares Reserved Under Plan | Shares Reserved for Outstanding Options | Shares Issued As Stock Bonus | Remaining Options / Shares Under Plan
|------------------------------- | -------------------------------- | --------------------------------------- | ---------------------------- | -------------------------------------
|Incentive Stock Option Plan     | 300,000                          | --                                      | N/A                          | 300,000                              
|Non-Qualified Stock Option Plan | 300,000                          | --                                      | N/A                          | 300,000                              
|Stock Bonus Plans               | 150,000                          | N/A                                     | N/A                          | 150,000                              



Change in Control



To the knowledge of management, there are no present arrangements or pledges of our securities that may results in a change in our control of the Company.



ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following  table sets forth the number of and percentage of outstanding shares of common  stock owned by the  Company's  officers,  directors  and those shareholders  owning more than 5% of the Company's  common stock as of September 15, 2004.



|Name and Address                                                              | Common Stock  | Percent of Class
|----------------------------------------------------------------------------- | ------------- | ----------------
|Dr. Yan Xiao Wen
#205 - 1057 S.E. 17th Street
Fort Lauderdale, FL 33316, USA. | 2,022,222 (1) | 40%             
|Kathy Jiang
7531 Francis Rd.
Richmond, B.C. Canada V6Y 1A1                    | 100,000       | 2%              
|Helen Zhao
1100-1200 West 73rd Ave.
Vancouver, B.C. Canada V6P 6G5            | --            | --              
|Quantrum Assets Limited
3F, No. 68-8, Tien-Mou N. Road
Taipei, Taiwan, R.O.C. | 1,500,000     | 30%             
|All Executive officers and
directors as a group (3 persons)                   | 2,122,222     | 42%             

(1) Represents shares held by Xili USA, Inc., a corporation controlled by Dr. Yan Xiao Wen.



ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The following table provides information concerning shares of the Company's common stock issued to the Company's present and former officers, directors and certain other third parties since the inception of the Company:

|Date     | Shares    | Shareholder                   | Consideration                           
|-------- | --------- | ----------------------------- | ----------------------------------------
|03-25-95 | 133,333   | Ken Pappas                    | $  2,000                                
|08-15-97 | 6,666     | Ken Pappas                    | Services Rendered                       
|01-20-98 | 33,333    | Knight & Day Restaurant Corp. | $125,000                                
|09-21-98 | 100,000   | Knight & Day Restaurant Corp. | $ 45,000                                
|01-19-99 | 92,222    | Gregory Sharpe                | Services Rendered                       
|04-12-99 | 2,222,222 | Xili USA, Inc.                | $300,000                                
|10-10-00 | 187,545   | Knight & Day Restaurant Corp. | Payment of debt in the amount of $37,509
|01-31-01 | 1,500,000 | Quantrum Assets Limited       | $300,000                                

In September 1997 Ken Pappas returned 33,333 shares of common stock to the Company. These shares were cancelled and Mr. Pappas did not receive any consideration for the return of these shares.

Ken Pappas, is a director of Knight & Day Restaurant Corp. During the year ended June 30, 2001, the Company loaned $83,540 to Ken Pappas. The loan bears interest at 7.5% per year and was made to permit Mr. Pappas to settle a lawsuit brought by a third party against the Company and Mr. Pappas. The loan was due on April 9, 2002 and is presently in default.

Greg Sharpe and Ken Pappas resigned as officers and/or directors of the Company during the year ended June 30, 2002.

In January 2000 Xili USA, Inc. transferred 100,000 shares of common stock to Kathy Jiang, an officer and director of the Company, and 100,000 shares of common stock to an unrelated third party.

Xili USA,  Inc.  is  controlled  by Dr.  Yan Xiao Wen,  a  director  of the Company.



ITEM 13. EXHIBITS

Exhibits

|Exhibit No. | Document Description                              
|----------- | --------------------------------------------------
|3.1*        | Articles of Incorporation as amended              
|3.2*        | Bylaws                                            
|4.1*        | Incentive Stock Option Plan                       
|4.2*        | Incentive Stock Option Plan                       
|4.3*        | Stock Bonus Plan                                  
|16.1        | Letter from HLB Cinnamon Jang Willoughby & Company
|31.1        | Rule 13a-14(a)/15d-14(a) Certification            
|32.1        | Section 1350 Certification                        

*  Incorporated by reference to same exhibit filed with the Company's Registration Statement on Form 10-SB.

ITEM 14  PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1)	Audit Fee.

The aggregate fees billed by our previous accountant, HLB Cinnamon Jang Willoughby & Company, for professional services rendered for the audit of our financial statement filed as part of our Form 10-KSB filing and for review of our interim financial statements filed as part of our Form 10-QSB filings for each of the last two fiscal years of our Company are $10,650 and $12,250.

(2)	Audit-Related Fees.

There have been no audit-related fees billed by our accountants in each of the last two fiscal years of our Company.

(3)	Tax Fees.

There have been no tax fees billed by our accountants in each of the last two fiscal years of our Company.

(4)	All Other Fees.

There have been no other fees billed by our accountants in each of the last two fiscal years of our Company.

(5)	It is the policy of our board of directors that before the accountant is engaged to render audit or non-audit services, the engagement is approved by the Board of Directors that is at present acting as the Audit Committee.

(6)	Not applicable.

In accordance with Section 13 or 15(d) of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on this 29th day of September, 2004.

| | ROYCE BIOMEDICAL, INC.
(Registrant)
BY:  /s/Kathy JiangKathy JiangPresident, Chief Financial Officer and Chief Executive Officer
| | --------------------------------------------------------------------------------------------------------------------------------



Pursuant to the requirements of the Securities Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

|/s/ Dr. Yan Xiao WenDr. Yan Xiao Wen
Directors
09/29/2004                                           
|----------------------------------------------------------------------------------------------------
|/s/ Kathy JiangKathy Jiang
President, Chief Financial Officer and Chief Executive Officer
09/29/2004







Rule 13a-14(a)/15d-14(a)

CERTIFICATIONS

I, Kathy Jiang, the President, Chief Financial Officer and Chief Executive  Officer of Royce  Biomedical, Inc., certify that:

1.	I have reviewed this annual report on Form 10-KSB of Royce Biomedical, Inc.;

2.	Based on my knowledge, this 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 report;

3. 	Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. 	The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b)	designed such internal control over financial reporting, or cause such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c)	evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d)	disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. 	The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of the internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

b)	any fraud, whether or not material, that involves management or other employees who have significant role in the registrant's internal control over financial reporting.



September 29, 2004            /s/ Kathy Jiang

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

Kathy Jiang

President and Chief Executive Officer



Section 1350 Certifications

CERTIFICATE OF CHIEF EXECUTIVE OFFICER



In connection with the Annual Report of Royce Biomedical, Inc. (the "Company") on Form 10-KSB for the period ending June 30, 2004 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Kathy Jiang, the Chief Executive Officer and Chief Financial Officer of the Company, certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of her knowledge:

(1)	The Report fully complies with the  requirements  of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information  contained in the Report fairly  presents,  in all material respects the financial condition and results of the Company.



By: /s/ Kathy Jiang

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

Kathy Jiang, Chief Executive and

Chief Financial Officer

September 29, 2004