U.S.
SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549




Form
10-K/A




(Amendment
No. 1)




(Mark
      One)x
            
            ANNUAL
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the fiscal year ended March 31, 2009o
            
            TRANSITION
      REPORT UNDER SECTION 13 OR 15(d) OF THESECURITIES
      EXCHANGE ACT OF 1934For
      the transition period
      from                      to







Commission
File No. 0-28034




AdvanSource
Biomaterials Corporation


(Name of
small business issuer in its charter)




Delaware
              (State
      or other jurisdiction of
              incorporation
      or organization)
            04-3186647
              (I.R.S.
      Employer Identification No.)229
      Andover Street, Wilmington, Massachusetts
              (Address
      of principal executive offices)
            01887
              (Zip
      Code)







Issuer’s
telephone number (978)
657-0075




Securities
registered under Section 12(b) of the Exchange Act:




Title
      of each class
              Common
      Stock, $.001 par value per share
            Name
      of each exchange on which registered
              NYSE
      Amex


€




Securities
registered pursuant to Section 12(g) of the Act: None




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.Yes q  No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.Yes q  No x




Indicate
whether the registrant (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 q




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 q  No q (the Registrant is not
yet required to submit Interactive Data)




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained in this herein, and will not be contained, to
the best of registrant’s knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  x




Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company in Rule 12b-2 of the Exchange
Act (Check one):




q  Large
Accelerated
Filer                                                                                                           q  Accelerated
Filer




q  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
q  No
x




As of
June 15, 2009, 21,128,707 shares of the registrant’s Common Stock were
outstanding.  As of September 30, 2008, the aggregate market value of
the registrant’s Common Stock held by non-affiliates of the registrant (without
admitting that such person whose shares are not included in such calculation is
an affiliate) was $9,285,000 based on the last sale price as reported by the
NYSE Amex on such date.












EXPLANATORY PARAGRAPH






This
Amendment No. 1 on Form 10-K/A (“Amendment No. 1”) amends our Annual Report on
Form 10-K for the fiscal year ended March 31, 2009, originally filed on June 30,
2009.  We are filing this Amendment No. 1 in response to certain
comments made by the staff of the Securities and Exchange
Commission.  In response to such comments, we have (i) amended Exhibit
10.8 and (ii) filed currently dated certifications of our Chief Executive
Officer and Acting Chief Financial Officer (Exhibits 31.1, 31.2, 32.1 and 32.2,
respectively), as required under Sections 302 and 906 of the Sarbanes-Oxley Act
of 2002.






Except as
described above, Amendment No. 1 restates only Exhibit 10.8 of the original
Annual Report on Form   10-K filed with the Securities and
Exchange Commission.







PART
IV




Item 15.
            Exhibits,
      Financial Statement Schedules




The
      following are filed as part of this Form
10-K:




(1)
            N/A




(2)
            Exhibits




Exhibit
              Number:
            
            Exhibit
      Title:10.8
            
            Amendment,
      dated as of February 25, 2009, to Development, Supply and License
      Agreement between the Company and Bard Access Systems, Inc. dated November
      11, 1992.31.1
            
            Certification
      of Chief Executive Officer pursuant to Section 302 Sarbanes-Oxley Act of
      200231.2
            
            Certification
      of Chief Financial Officer pursuant to Section 302 Sarbanes-Oxley Act of
      200232.1
            
            Certification
      of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  200232.2
            
            Certification
      of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, As Adopted
      Pursuant to Section 906 of the Sarbanes-Oxley Act of
  2002


























SIGNATURES




Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.




Dated:
      December 11, 2009
            AdvanSource
      Biomaterials CorporationBy:
            /s/
      Michael F. AdamsMichael
      F. Adams
              Chief
      Executive Officer and President







Pursuant
to the requirements of the Securities Exchange 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.




Dated:
      December 11, 2009
            
            /s/
      Michael F. AdamsMichael
      F. Adams
              Chief
      Executive Officer and President
              (Principal
      Executive Officer)Dated:
      December 11, 2009
            
            /s/
      William J.
      O’NeillWilliam
      J. O’Neill, Jr.
              ChairmanDated:
      December 11, 2009
            
            /s/
      Anthony J. ArminiAnthony
      J. Armini
              DirectorDated:
      December 11, 2009
            
            /s/
      Michael L. BarrettiMichael
      L. Barretti
              DirectorDated:
      December 11, 2009
            
            /s/
      David VolpeDavid
      Volpe
              Acting
      Chief Financial Officer
              (Principal
      Financial Officer and Principal Accounting Officer)