UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
DC 20549



FORM
10-Q



|[X]       | Quarterly
    Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|--------- | -------------------------------------------------------------------------------------------
|          |                                                                                            
|          | For
    the quarterly period endedApril 30, 2011                                           
|          |                                                                                            
|[
      ] | Transition
    Report pursuant to 13 or 15(d) of the Securities Exchange Act of 1934       
|          |                                                                                            
|          | For
    the transition period from  to__________                                           
|          |                                                                                            
|          | Commission
    File Number: 333-148922                                                     



Amarantus
BioSciences, Inc.(Exact name of registrant as specified in its charter)



|Delaware                                                                               | 26-0690857                           
|-------------------------------------------------------------------------------------- | -------------------------------------
|(State
    or other jurisdiction of incorporation or organization)                     | (IRS
    Employer Identification No.)
|                                                                                       |                                      
|675
    Almanor Ave., Sunnyvale, CA                                                    | 94085                                
|(Address
    of principal executive offices)                                           | (Zip
    Code)                       
|                                                                                       |                                      
|Registrant’s
    telephone number, including area code: (408) 737-2734                
|_________________________________________________________________                     
|(Former
    name, former address and former fiscal year, if changed since last report)



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) has been subject to such filing requirements for the past 90 days [X] Yes [ ] No



Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [X] No



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.



|[
    ] Large accelerated filer Accelerated filer | [
    ] Non-accelerated filer
|------------------------------------------------- | -----------------------------
|[X]
    Smaller reporting company                 |                              



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [] Yes [X] No



State
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 67,000,000
common shares as of June 16, 2011.




Table of Contents




|                                                                                                     | TABLE
    OF CONTENTS                                                                     | Page
|---------------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------- | ----
|PART
                                                                      I – FINANCIAL INFORMATION
|Item
    1:                                                                                          | Financial
    Statements                                                                  | 3   
|Item
    2:                                                                                          | Management’s
    Discussion and Analysis of Financial Condition and Results of Operations | 4   
|Item
    4:                                                                                          | Controls
    and Procedures                                                               | 6   
|PART
        II – OTHER INFORMATION                                                                 
|                                                                                                    
|Item
    1:                                                                                          | Legal
    Proceedings                                                                     | 7   
|Item
    2:                                                                                          | Unregistered
    Sales of Equity Securities and Use of Proceeds                           | 7   
|Item
    3:                                                                                          | Defaults
    Upon Senior Securities                                                       | 7   
|Item
    4:                                                                                          | Removed
    and Reserved                                                                  | 7   
|Item
    5:                                                                                          | Other
    Information                                                                     | 7   
|Item
    6:                                                                                          | Exhibits                                                                                  | 7   

2


Table of Contents


PART
I - FINANCIAL INFORMATION



Item
1.	     Financial Statements



|Our
                                                                      financial statements included in this Form 10-Q are as follows:
|-----------------------------------------------------------------------------------------------------------------------------------------
|F-1                                                                                                                                      
|F-2                                                                                                                                      
|F-3                                                                                                                                      
|F-4                                                                                                                                      
|F-5                                                                                                                                      



These
financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America
for interim financial information and the SEC instructions to Form 10-Q. In the opinion of management, all adjustments considered
necessary for a fair presentation have been included. Operating results for the interim period ended April 30, 2011 are not necessarily
indicative of the results that can be expected for the full year.





3


Table of Contents






AMARANTUS
BIOSCIENCES, INC.

formerly
known as Jumpkicks, Inc.

(A
Development Stage Company)

Balance
Sheets

(unaudited)





|ASSETS                                                                                                     
|-----------------------------------------------------------------------------------------------------------
|                                                                                                           
|CURRENT ASSETS                                                                                             
|                                                                                                           
|Cash                                                                                                       
|Accounts receivable                                                                                        
|Total Current Assets                                                                                       
|                                                                                                           
|PROPERTY AND EQUIPMENT, net                                                                                
|                                                                                                           
|TOTAL ASSETS                                                                                               
|                                                                                                           
|LIABILITIES
    AND STOCKHOLDERS' EQUITY (DEFICIT)                                                         
|                                                                                                           
|CURRENT LIABILITIES                                                                                        
|Accounts payable and accrued expenses                                                                      
|Shareholder loan                                                                                           
|                                                                                                           
|Total Liabilities                                                                                          
|                                                                                                           
|STOCKHOLDERS' EQUITY (DEFICIT)                                                                             
|                                                                                                           
|Preferred stock - $0.001 par value,
    10,000,000 shares authorized; no shares issued and outstanding     
|Common stock - $0.001 par value; 90,000,000
    shares authorized; 10,860,000 shares issued and outstanding
|Additional paid in capital                                                                                 
|Deficit accumulated
    during the development stage                                                       
|Total Stockholders' Equity (Deficit)                                                                       
|                                                                                                           
|TOTAL LIABILITIES AND STOCKHOLDERS'
    EQUITY (DEFICIT)                                                   



F-1


Table of Contents




AMARANTUS
BIOSCIENCES, INC.

formerly
known as Jumpkicks, Inc.

(A
Development Stage Company)

Statements
of Operations

(unaudited)





|                                                                 |  | For the Three Months Ended April 30, 2011 |            | For the Three Months Ended April 30, 2010 |  | For the Six Months Ended April 30, 2011 |            | For the Six Months Ended April 30, 2010 |  | For the Period from August 3, 2007 (Inception) through April 30, 2011
|---------------------------------------------------------------- |  | ----------------------------------------- | ---------- | ----------------------------------------- |  | --------------------------------------- | ---------- | --------------------------------------- |  | ---------------------------------------------------------------------
|REVENUES                                                         |  | $                                         | —          |                                           |  | $                                       | —          |                                         |  | $                                                                    
|COST OF GOODS SOLD                                               |  |                                           | —          |                                           |  |                                         | —          |                                         |  |                                                                      
|GROSS PROFIT                                                     |  |                                           | —          |                                           |  |                                         | —          |                                         |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|OPERATING EXPENSES                                               |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|Depreciation expense                                             |  |                                           | 303        |                                           |  |                                         | 303        |                                         |  |                                                                      
|Professional fees                                                |  |                                           | 13,965     |                                           |  |                                         | 23,451     |                                         |  |                                                                      
|Bad debt                                                         |  |                                           | —          |                                           |  |                                         | —          |                                         |  |                                                                      
|General and administrative                                       |  |                                           | 104        |                                           |  |                                         | 73         |                                         |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|TOTAL OPERATING EXPENSES                                         |  |                                           | 14,372     |                                           |  |                                         | 23,827     |                                         |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|LOSS FROM OPERATIONS                                             |  |                                           | (14,372    | )                                         |  |                                         | (23,827    | )                                       |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|OTHER INCOME                                                     |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|Interest income                                                  |  |                                           | —          |                                           |  |                                         | —          |                                         |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|TOTAL OTHER INCOME                                               |  |                                           | —          |                                           |  |                                         | —          |                                         |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|LOSS BEFORE INCOME TAXES                                         |  |                                           | (14,372    | )                                         |  |                                         | (23,827    | )                                       |  |                                                                      
|INCOME TAX EXPENSE                                               |  |                                           | —          |                                           |  |                                         | —          |                                         |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|NET LOSS                                                         |  | $                                         | (14,372    | )                                         |  | $                                       | (23,827    | )                                       |  | $                                                                    
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|NET LOSS PER SHARE: BASIC AND DILUTED                            |  | $                                         | (0.00      | )                                         |  | $                                       | (0.00      | )                                       |  | $                                                                    
|                                                                 |  |                                           |            |                                           |  |                                         |            |                                         |  |                                                                      
|WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED |  |                                           | 10,860,000 |                                           |  |                                         | 10,860,000 |                                         |  |                                                                      



F-2


Table of Contents






AMARANTUS
BIOSCIENCES, INC.

formerly
known as Jumpkicks, Inc.

(A
Development Stage Company)

Statement
of Stockholders' Equity (Deficit)

(unaudited)







|                                                 |  | Common Stock |            | Additional Paid-in |  | Deficit Accumulated during the Development |        |      
|------------------------------------------------ |  | ------------ | ---------- | ------------------ |  | ------------------------------------------ | ------ | -----
|                                                 |  | Shares       |            | Amount             |  | Capital                                    |        | Stage
|Balance August 3, 2007                           |  |              | —          |                    |  | $                                          | —      |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Common stock issued for cash at $0.001 per share |  |              | 10,000,000 |                    |  |                                            | 10,000 |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Common stock issued for cash at $0.02 per share  |  |              | 860,000    |                    |  |                                            | 860    |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Net loss for the period ended October 31, 2007   |  |              | —          |                    |  |                                            | —      |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Balance, October 31, 2007                        |  |              | 10,860,000 |                    |  |                                            | 10,860 |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Net loss for the year ended  October 31, 2008    |  |              | —          |                    |  |                                            | —      |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Balance, October 31, 2008                        |  |              | 10,860,000 |                    |  |                                            | 10,860 |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Net loss for the year ended October 31, 2009     |  |              | —          |                    |  |                                            | —      |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Balance, October 31, 2009                        |  |              | 10,860,000 |                    |  |                                            | 10,860 |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Net loss for the year ended October 31, 2010     |  |              | —          |                    |  |                                            | —      |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Balance, October 31, 2010                        |  |              | 10,860,000 |                    |  |                                            | 10,860 |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Net loss for the six months ended April 30, 2011 |  |              | —          |                    |  |                                            | —      |      
|                                                 |  |              |            |                    |  |                                            |        |      
|Balance, April 30, 2011                          |  |              | 21,720,000 |                    |  | $                                          | 10,860 |      



F-3


Table of Contents






AMARANTUS
BIOSCIENCES, INC.

formerly
known as Jumpkicks, Inc.

(A
Development Stage Company)

Statements
of Cash Flows

(unaudited)







|                                                                            |  | For the Six Months Ended April 30, 2011 |         | For the Six Months Ended April 30, 2010 |  | For the Period from August 3, 2007 (Inception) through April 30, 2011
|--------------------------------------------------------------------------- |  | --------------------------------------- | ------- | --------------------------------------- |  | ---------------------------------------------------------------------
|OPERATING ACTIVITIES                                                        |  |                                         |         |                                         |  |                                                                      
|Net loss for the period                                                     |  | $                                       | (42,389 | )                                       |  | $                                                                    
|Adjustments to reconcile net loss to net cash used by operating activities: |  |                                         |         |                                         |  |                                                                      
|Depreciation expense                                                        |  |                                         | 606     |                                         |  |                                                                      
|Changes in operating assets and liabilities:                                |  |                                         |         |                                         |  |                                                                      
|Changes in inventory                                                        |  |                                         |         |                                         |  |                                                                      
|Changes in accounts receivable                                              |  |                                         | —       |                                         |  |                                                                      
|Changes in accounts payable                                                 |  |                                         | 41,606  |                                         |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|Net Cash Used in Operating Activities                                       |  |                                         | (177    | )                                       |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|INVESTING ACTIVITIES                                                        |  |                                         |         |                                         |  |                                                                      
|Purchase of property and equipment                                          |  |                                         | —       |                                         |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|Net Cash Used in Investing Activities                                       |  |                                         | —       |                                         |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|FINANCING ACTIVITIES                                                        |  |                                         |         |                                         |  |                                                                      
|Loans from shareholder                                                      |  |                                         | —       |                                         |  |                                                                      
|Proceeds from common stock issued                                           |  |                                         | —       |                                         |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|Net Cash Provided by Financing Activities                                   |  |                                         | —       |                                         |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|NET INCREASE (DECREASE) IN CASH                                             |  |                                         | (177    | )                                       |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|CASH AT BEGINNING OF PERIOD                                                 |  |                                         | 892     |                                         |  |                                                                      
|                                                                            |  |                                         |         |                                         |  |                                                                      
|CASH AT END OF PERIOD                                                       |  | $                                       | 715     |                                         |  | $                                                                    
|                                                                            |  |                                         |         |                                         |  |                                                                      
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:                          |  |                                         |         |                                         |  |                                                                      
|Cash paid for interest                                                      |  | $                                       | —       |                                         |  | $                                                                    
|Cash paid for income taxes                                                  |  | $                                       | —       |                                         |  | $                                                                    









F-4


Table of Contents




AMARANTUS
BIOSCIENCES, INC.

formerly
known as Jumpkicks, Inc.

(A
Development Stage Company)

Notes
to Financial Statements

April
30, 2011



NOTE 1 -
	CONDENSED FINANCIAL STATEMENTS



The
accompanying financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments
(which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and
cash flows at April 30, 2011, and for all periods presented herein, have been made.



Certain
information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America have been condensed or omitted. It is suggested that these condensed financial
statements be read in conjunction with the financial statements and notes thereto included in the Company’s October 31,
2010 audited financial statements and those in recent Form 8-K filings. The results of operations for the periods ended April
30, 2011 are not necessarily indicative of the operating results for the full years.



NOTE 2 -	GOING
CONCERN



The
Company’s financial statements are prepared using generally accepted accounting principles in the United States of America
applicable to a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course
of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow
it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining
adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it
could be forced to cease operations.



In
order to continue as a going concern, the Company will need, among other things, additional capital resources. Management’s
plan is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient
to meet its minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances
that the Company will be successful in accomplishing any of its plans.



The
ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described
in the preceding paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying
financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

F-5


Table of Contents


AMARANTUS
BIOSCIENCES, INC.

formerly
known as Jumpkicks, Inc.

(A
Development Stage Company)

Notes
to Financial Statements

April
30, 2011



NOTE
3 - SUBSEQUENT EVENTS



Management
has evaluated subsequent events through June 13, 2011, the date these financial statements were issued and has the following subsequent
event to disclose: On May 25, 2011, the Company’s sole stockholder sold 100% of his common stock. The Company is now known
as Amarantus Biosciences, Inc. and has changed its business strategy. The pre May 25, 2011 operating activities of Jumpkicks, Inc.
were spun out to its sole shareholder in conjunction with the change in ownership.



F-6


Table of Contents






Item
2.     Management’s Discussion and Analysis of Financial Condition and Results of Operations



Overview



We
were incorporated as Jumpkicks, Inc. (“Jumpkicks”) in the State of Delaware on August 3, 2007 to engage in the business
of online retailing.On May 25, 2011, we entered into an Agreement and Plan of Merger with Amarantus Therapeutics, Inc.,
a privately held Delaware corporation (“Amarantus”), and JKIK Acquisition Corp. (“Acquisition Sub”), our
newly formed wholly-owned Delaware subsidiary. In connection with the closing of this merger transaction, Amarantus merged with
and into Acquisition Sub (the “Merger”) on May 25, 2011, with the filing of articles of merger with the Delaware Secretary
of State.



As
a result of the Merger, we have ceased the business plan that we pursued since our inception.



We
are now pursuing a new business plan and, additionally, have adopted a new fiscal year end of December 31st. Please refer to the
Form 8-K filed on May 27, 2011 for our new business plan and current financial information regarding our business following the
Merger. As the Merger occurred subsequent to the close of our second quarter of business on April 30, 2011, the Financial Statements,
Notes to Financial Statements and Results of Operations contained herein solely concern our operations under our prior business
plan.



Our
offices are located at675 Almanor Ave., Sunnyvale, California, 94085, and our telephone number
is408-737-2734. Our Internet Site can be found at www.amarantus.com. Information contained
on our Web Site is not part of this periodic report.



Results
of Operations for the three month periods ended April 30, 2011 and 2010, for the six month periods ended April 30, 2011 and 2010
and for the period from August 3, 2007 (date of inception) through April 30, 2011.



For
the three months ended April 30, 2011 and 2010, our former business generated gross revenue from sales of $0 and $0, respectively.
Our Cost of Goods Sold during the three month period ended April 30, 2011 was $0 and our Operating Expenses equalled $14,372 consisting
of $303 in Depreciation expense, $13,965 in professional fees, and $104 in General and Administrative Expenses. Our former business
therefore recorded a net loss of $14,372 for the three months ended April 30, 2011. Our Cost of Goods Sold during the three month
period ended April 30, 2010 was $0 and our Operating Expenses equalled $23,827, consisting of $303 in Depreciation expense, $23,451
in professional fees, and $73 in General and Administrative Expenses. Our former business therefore recorded a net loss of $23,827
for the three months ended April 30, 2010.



For
the six months ended April 30, 2011 and 2010, our former business generated gross revenue from sales of $0 and $0, respectively.
Our Cost of Goods Sold during the six month period ended April 30, 2011 was $0 and our Operating Expenses equalled $42,389, consisting
of $606 in Depreciation expense, $41,606 in professional fees, and $177 in General and Administrative Expenses. Our former business
therefore recorded a net loss of $42,389 for the six months ended April 30, 2011. Our Cost of Goods Sold during the six month
period ended April 30, 2010 was $0 and our Operating Expenses equalled $24,565, consisting of $606 in Depreciation expense, $23,787
in professional fees, and $172 in General and Administrative Expenses. Our former business therefore recorded a net loss of $24,565
for the six months ended April 30, 2010.

4


Table of Contents


For
the period from August 3, 2007 (Date of Inception) until April 30, 2011, our former business generated gross revenue from
sales of $1,226. Our Cost of Goods Sold during this period was $1,614 and our Operating Expenses equaled $144,175,
consisting primarily of $4,343 in Depreciation expense, $133,216 in professional fees, and $6,466 in General and
Administrative Expenses. We also recorded interest income of $118 during the period. Our former business therefore, recorded
a net loss of $144,445 for the period from August 3, 2007 (Date of Inception) until April 30, 2011.



Liquidity
and Capital Resources



Please
refer to the Form 8-K filed on May 27, 2011 for the most current, publicly available information regarding the liquidity and capital
resources of our current business.



Off
Balance Sheet Arrangements



As
of April 30, 2011, there were no off balance sheet arrangements.



Going
Concern



Our
financial statements are prepared using generally accepted accounting principles in the United States of America applicable to
a going concern which contemplates the realization of assets and liquidation of liabilities in the normal course of business.
We have not yet established an ongoing source of revenues sufficient to cover our operating costs and allow us to continue as
a going concern. Our auditors have indicated that our ability to continue as a going concern is dependent on our obtaining adequate
capital to fund operating losses until we become profitable. If we are unable to obtain adequate capital, we could be forced to
cease operations.



In
order to continue as a going concern, we will need, among other things, additional capital resources. Management’s plan
is to obtain such resources for the Company by obtaining capital from management and significant shareholders sufficient to meet
our minimal operating expenses and seeking equity and/or debt financing. However management cannot provide any assurances that
will be successful in accomplishing any of our plans.



Our
ability to continue as a going concern is dependent upon our ability to successfully accomplish the plans described in the preceding
paragraph and eventually secure other sources of financing and attain profitable operations. The accompanying financial statements
do not include any adjustments that might be necessary if we are unable to continue as a going concern.





5


Table of Contents


Item
4.     Controls and Procedures



We
carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of April 30, 2011.  This evaluation was carried out under the supervision
and with the participation of Richard Douglas our former Chief Executive Officer and Chief Financial Officer. Based upon that
evaluation, our former Chief Executive Officer and Chief Financial Officer concluded that, as of April 30, 2011, our disclosure
controls and procedures were ineffective as of the end of the period covered, due to the following material weaknesses which are
indicative of many small companies with small staff: (i) inadequate segregation of duties and effective risk assessment; and (ii)
insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application
of both United States generally accepted accounting principles and Securities and Exchange Commission guidelines.  Management
anticipates that such disclosure controls and procedures will not be effective until the material weaknesses are remediated.  We
will be unable to remediate the material weakness in our disclosure controls and procedures until we can hire additional employees.
As of April 30, 2011, we did not have sufficient funds to hire another employee. There have been no changes in our internal controls
over financial reporting during the quarter ended April 30, 2011.



Disclosure
controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported, within the time periods
specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures
designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated
to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required
disclosure.



Limitations
on the Effectiveness of Internal Controls



Our
prior management did not expect that our disclosure controls and procedures or our internal control over financial reporting will
necessarily prevent all fraud and material error.  Further, the design of a control system must reflect the fact that there
are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations
in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud,
if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making
can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by
the individual acts of some persons, by collusion of two or more people, or by management override of the internal control. The
design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time,
control may become inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may
deteriorate.

6


Table of Contents


PART
II – OTHER INFORMATION



Item
1.     Legal Proceedings



We
are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers,
directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse
to us.



Item
1A: Risk Factors



A
smaller reporting company is not required to provide the information required by this Item.



Item
2.     Unregistered Sales of Equity Securities and Use of Proceeds



None



Item
3.     Defaults upon Senior Securities

None



Item
4. (Removed and Reserved)



Item
5.     Other Information

None



Item
6.      Exhibits



|Exhibit
                                                                                                    Number | Description
                                                                                                    of Exhibit                                                   
|------------------------------------------------------------------------------------------------------------------ | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|31.1                                                                                                               | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|31.2                                                                                                               | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002                            
|32.1                                                                                                               | Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



7


Table of Contents




SIGNATURES



In
accordance with the requirements 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.



|      | Amarantus
BioSciences, Inc.                                                                                                                                                                                                                                                                                              
|----- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                          
|Date: | June
    20, 2011                                                                                                                                                                                                                                                                                                        
|      |                                                                                                                                                                                                                                                                                                                          
|      | By:       /s/
                                                          Martin D. Cleary
        Martin
        D. Cleary
        Title:Chief
        Executive Officer and Director
        
        By:       /s/
        Marc E. Faerber
        Marc
        E. Faerber
        Title:Chief
        Financial Officer



8