|OMB APPROVAL                                                                                                
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C., 20549

FORM 10-QSB

(Mark one)
[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly period ended September 30, 2004

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
For the transition period from __________to___________

Commission file number 0-29895



ROYCE BIOMEDICAL, INC.

(Exact name of small business issuer as specified 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
(Address of principal executive offices)
|(604) 267-7080
(Issuer's Telephone Number)                                                                         
|(Former name, former address and former fiscal year, if changed since last report)                                 



Check whether the issuer (1) filed all reports require to be filed by sections 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorten period that the registrant was required to file such report), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ].

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE PRECEDING FIVE YEARS

Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court. 
Yes [ ] No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's classes of common equity as of the latest practicable date:

Outstanding as of September 30, 2004: 5,051,683  common shares



Transitional Small Business Disclosure Format (Check one):    Yes [ ] No [X]



PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

The following interim unaudited financial statement for the period ended September 30, 2004 has been reviewed by our independent accountants, De Visser Gray, Chartered Accountants.









































Item 2. 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 three months ended September 30, 2004 the Company had a net loss of $(33,800). During this same period the Company's operations generated $19,800 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 three months ended September 30, 2003 the Company had a net loss of $(40,200). During this same period the Company's operations lost $(600) 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 September 30, 2005 the Company will need approximately $4 million 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 3.  Controls and Procedures

Based on their most recent evaluation, which was completed within 90 days of filing of this Form 10-QSB, 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 not any significant changes in the Company's internal controls or no other facts that could 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 reviews, and assistance from its board of directors in providing short-term review procedures until such time as additional funding is provided to hire additional executives to segregate duties within the Company.



PART II - OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K

(a)



|Exhibit No. | 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                                
|31.1        | Rule 13(a) - 14 (a)/15(d) - 14(a) Certifications
|32.1        | Section 1350 Certifications                     

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



(b)    No reports on Form 8-K and no financial statements were filed during the quarter for which this report is filed.

SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated: November 11, 2004

ROYCE BIOMEDICAL INC.

|/s/ Dr. Yan Xiao WenDr. Yan Xiao Wen
Directors
11/11/2004                                           
|----------------------------------------------------------------------------------------------------
|/s/ Kathy JiangKathy Jiang
President, Chief Financial Officer and Chief Executive Officer
11/11/2004



I, Kathy Jiang, certify that:

1.  I have reviewed this quarterly report on Form 10-QSB of Royce Biomedical, Inc.

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 respect 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 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 us 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 our evaluation as of the Evaluation Date;

5.  The registrant's other certifying officers and 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 functions):

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.  The registrant's other certifying officers and 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.

|(Signature)
(Title)
(Date) | /s/ "Kathy Jiang"Kathy JiangPresident and Chief Executive Officer
November 11, 2004
|-------------------------- | -----------------------------------------------------------------------------------





Section 1350 Certifications

CERTIFICATE OF CHIEF FINANCIAL OFFICER AND CHIEF EXECUTIVE OFFICER

Pursuant to 18 U.S.C. Section 1350

As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

I, Kathy Jiang, President and Director, the Chief Executive Officer and Chief Financial Officer of the Company of Royce Biomedical, Inc., certify that the Quarterly Report on Form 10-QSB (the "Report") for the quarter ended September 30, 2004, filed with the Securities and Exchange Commission on the date hereof:

(i)   fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and

(ii)   the information contained in the Report fairly presents in all material respects, the financial condition and results of operations of Royce Biomedical, Inc.

| | By: | /s/ "Kathy Jiang"Kathy Jiang
President, Chief Executive Officer and Chief Financial Officer
| | --- | -------------------------------------------------------------------------------------------

A signed original of this written statement required by Section 906 has been provided to Royce Biomedical, Inc. and will be retained by Royce Biomedical, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.