UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 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 ended: March 31, 2009





or





o    
TRANSITION REPORT
PURSUANT TO SECTION 13 0R 15(D) OF THE SECURITIES EXCHANGE


ACT
OF 1934





For the
transition period from _______ to _______





Commission
File Number: 000-51497





BIO-BRIDGE
SCIENCE, INC.


(Exact
name of small business issuer as specified in its charter)





Delaware
                
                20-1802936(State
      or Other jurisdiction of
                
                (IRS
      Employerincorporation
      or organization)
                
                Identification
      No.)1211
      West 22nd Street, Suite 615Oak Brook, Illinois
                
                60523(Address
      of principal executive offices)
                
                (Zip
      Code)





630-928-0869


(Issuer's
telephone number including area code)





Check
whether the issuer (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:  Yes x
 No  o





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.





Large accelerated filer o
            Accelerated filer oNon-accelerated filer o   (Do not check if a smaller reporting company)
            Smaller reporting company x





Indicate by
check mark whether the registrant is a shell company:  Yes o    No
x





State the
number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date.





Common
Stock Outstanding as of March 31, 2009: 35,111,009 shares








Bio-Bridge
Science, Inc.


Index to
Form 10-Q




PageItem
      1.
                  
                  Financial
      StatementsCondensed
      Consolidated Balance Sheets as of March 31, 2009 (unaudited) and December
      31, 2008
                  
                  3Unaudited
      Condensed Consolidated Statements of Operations for the three month
      periods endedMarch
      31, 2009 and 2008
                  
                  4Unaudited
      Condensed Consolidated Statements of Changes in Shareholders' Equityfor
      the three month period ended March 31, 2009
                  
                  5Unaudited
      Condensed Consolidated Statements of Cash Flows for the three month
      periods endedMarch
      31, 2009 and 2008
                  
                  6Notes
      to Unaudited Condensed Consolidated Financial Statements
                  
                  8Item
      2.
                  
                  Management's
      Discussion and Analysis of Financial Condition and Results of
      Operation
                  
                  16Item
      3.
                  
                  Quantitative
      and Qualitative Disclosure About Market Risk
                  
                  22Item
      4.
                  
                  Controls
      and Procedures
                  
                  22Part
      II
                  
                  Other
      Information
                  
                  22Item
      1.
                  
                  Legal
      Proceedings
                  
                  22Item
      1A.
                  
                  Risk
      Factors
                  
                  22Item
      2.
                  
                  Unregistered
      Sales of Equity Securities and Use of Proceeds
                  
                  22Item
      3.
                  
                  Defaults
      Upon Senior Securities
                  
                  22Item
      4.
                  
                  Submission
      of Matters to a Vote of Security Holders
                  
                  22Item
      5.
                  
                  Other
      Information
                  
                  22Item
      6.
                  
                  Exhibits
                  
                  23SIGNATURES
                  
                  24









BIO-BRIDGE
SCIENCE INC. AND SUBSIDIARIES


CONDENSED
CONSOLIDATED BALANCE SHEETS


MARCH
31, 2009 AND DECEMBER 31, 2008





March
      31,
                
                
                December
      31,2009
                
                
                2008(Unaudited)ASSETSCURRENT
      ASSETSCash
      and cash equivalents
                
                $
                1,603,952
                
                
                $
                1,486,252Accounts
      receivable, net of allowance of $12,000 at March 31, 2009 and December 31,
      2008
                
                
                435,843
                
                
                
                340,633Inventories
                
                
                490,374
                
                
                
                491,347Trading
      securities, at fair value
                
                
                112,005
                
                
                
                115,634Prepaid
      expenses and other current assets
                
                
                202,668
                
                
                
                38,364Total
      Current Assets
                
                
                2,844,842
                
                
                
                2,472,230Property,
      plant, and equipment, net
                
                
                375,382
                
                
                
                243,507Construction
      in progress
                
                
                2,718,511
                
                
                
                2,676,938Land
      use right, net
                
                
                367,846
                
                
                
                372,696Goodwill
                
                
                243,248
                
                
                
                243,248Total
      Long-term Assets
                
                
                3,704,987
                
                
                
                3,536,389TOTAL
      ASSETS
                
                $
                6,549,829
                
                
                $
                6,008,619LIABILITIES
      AND EQUITYCURRENT
      LIABILITIESAccounts
      payable
                
                $
                245,670
                
                
                $
                265,682Accrued
      expenses and other payables
                
                
                109,779
                
                
                
                158,686Payable
      to contractors
                
                
                133,830
                
                
                
                185,929Due
      to related parties
                
                
                10,748
                
                
                
                32,189Total
      Current Liabilities
                
                
                500,027
                
                
                
                642,486Commitments
      and contingenciesEQUITYPreferred
      stock, $0.001 par value, 5,000,000 shares authorized, 4,000,000 shares
      issued and outstanding
                
                
                4,000
                
                
                
                4,000Common
      stock, $0.001 par value, 100,000,000 shares authorized, 35,111,009 and
      34,931,009 shares issued and outstanding, respectively
                
                
                35,111
                
                
                
                34,931Additional
      paid-in capital
                
                
                13,074,365
                
                
                
                12,912,545Preferred
      stock dividend, payable in common shares
                
                
                30,550
                
                
                
                137,000Subscription
      receivable
                
                
                (1,206,335
                )
                
                
                (2,062,670
                )Stock
      to be issued, 5,831,076 and 5,818,276 shares, respectively
                
                
                4,576,656
                
                
                
                4,559,056Accumulated
      other comprehensive gain
                
                
                259,005
                
                
                
                259,892Accumulated
      deficit
                
                
                (11,280,534
                )
                
                
                (11,000,931
                )Total
      Shareholders’ Equity
                
                
                5,492,818
                
                
                
                4,843,823Noncontrolling
      interests
                
                
                556,984
                
                
                
                522,310Total
      equity
                
                
                6,049,802
                
                
                
                5,366,133TOTAL
      LIABILITIES AND EQUITY
                
                $
                6,549,829
                
                
                $
                6,008,619




See
accompanying notes to the condensed consolidated financial
statements.


3


BIO-BRIDGE
SCIENCE INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS





Three Months
                          Ended March 31,
                          2009
                        
                        
                        Three Months
                          Ended March 31,
                          2008Revenue
                        
                        $
                        264,129
                        
                        
                        $
                        2,285Cost
      of good sold
                        
                        
                        (162,259
                        )
                        
                        
                        (891
                        )Gross
      profit
                        
                        
                        101,870
                        
                        
                        
                        1,394Research
      and development cost
                        
                        
                        (32,812
                        )
                        
                        
                        (36,533
                        )Selling
      and distribution expenses
                        
                        
                        (29,341
                        )
                        
                        
                        (12,329
                        )General
      and administrative expenses
                        
                        
                        (208,533
                        )
                        
                        
                        (206,561
                        )Loss
      from operations
                        
                        
                        (168,816
                        )
                        
                        
                        (254,029
                        )Interest
      (expense) income
                        
                        
                        (274
                        )
                        
                        
                        26Unrealized
      loss on trading securities
                        
                        
                        (3,630
                        )
                        
                        
                        (70,862
                        )Loss
      on sale of trading securities
                        
                        
                        -
                        
                        
                        
                        (9,766
                        )Dividend
      income
                        
                        
                        4,308
                        
                        
                        
                        46,117Loss
      before income taxes
                        
                        
                        (168,412
                        )
                        
                        
                        (288,514
                        )Provision
      for income taxes
                        
                        
                        (20,967
                        )
                        
                        
                        -Net
      loss
                        
                        
                        (189,379
                        )
                        
                        
                        (288,514
                        )Net
      income attributable to noncontrolling interests
                        
                        
                        34,674
                        
                        
                        
                        -Net
      loss attributable to controlling interest
                        
                        
                        (224,053
                        )
                        
                        
                        (288,514
                        )Preferred
      stock dividends
                        
                        
                        (55,550
                        )
                        
                        
                        (90,000
                        )Net
      loss attributable to common shareholders
                        
                        $
                        (279,603
                        )
                        
                        $
                        (378,514
                        )Net
      loss per share, attributable to common shareholders, basic and
      diluted
                        
                        $
                        (0.01
                        )
                        
                        $
                        (0.01
                        )Weighted
      average shares outstanding, basic and diluted
                        
                        
                        34,973,009
                        
                        
                        
                        34,357,676







4





BIO-BRIDGE
SCIENCE INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF


CHANGES
IN SHAREHOLDERS’ EQUITY


FOR
THE THREE MONTHS ENDED MARCH 31, 2009





Preferred
                                          Stock
                                          Dividend
                                          payable
      in
                                        
                                        
                                        Additional
                                        
                                        
                                        Accumulated
                                          Other
                                        
                                        
                                        Common
                                          Stock
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        NonCommon
      Stock
                                        
                                        
                                        Preferred
      stock
                                        
                                        
                                        Common
                                        
                                        
                                        Paid-in
                                        
                                        
                                        Comprehensive
                                        
                                        
                                        To
      be
                                        
                                        
                                        Subscription
                                        
                                        
                                        Accumulated
                                        
                                        
                                        controllingShares
                                        
                                        
                                        Amount
                                        
                                        
                                        Shares
                                        
                                        
                                        Amount
                                        
                                        
                                        share
                                        
                                        
                                        Capital
                                        
                                        
                                        Gain
                                        
                                        
                                        Issued
                                        
                                        
                                        Receivable
                                        
                                        
                                        Deficit
                                        
                                        
                                        interest
                                        
                                        
                                        TotalBALANCE
      JANUARY 1, 2009
                                        
                                        
                                        34,931,009
                                        
                                        
                                        $
                                        34,931
                                        
                                        
                                        
                                        4,000,000
                                        
                                        
                                        $
                                        4,000
                                        
                                        
                                        $
                                        137,000
                                        
                                        
                                        $
                                        12,912,545
                                        
                                        
                                        $
                                        259,892
                                        
                                        
                                        $
                                        4,559,056
                                        
                                        
                                        $
                                        (2,062,670
                                        )
                                        
                                        $
                                        (11,000,931
                                        )
                                        
                                        $
                                        522,310
                                        
                                        
                                        $
                                        5,366,133Sale
      of 12,800 shares of common stock for cash, to be issued
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        17,600
                                        
                                        
                                        
                                        (17,600
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        -Accrual
      of preferred stock dividend
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        55,550
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (55,550
                                        )
                                        
                                        
                                        
                                        
                                        
                                        
                                        -Payment
      of preferred stock dividend
                                        
                                        
                                        180,000
                                        
                                        
                                        
                                        180
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (162,000
                                        )
                                        
                                        
                                        161,820
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        -Proceeds
      from previously issued stock
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        873,935
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        873,935Foreign
      currency translation gain
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (887
                                        )
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        
                                        
                                        
                                        
                                        (887
                                        )Net
      loss
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        -
                                        
                                        
                                        
                                        (224,053
                                        )
                                        
                                        
                                        34,674
                                        
                                        
                                        
                                        (189,379
                                        )BALANCE
      MARCH 31, 2009
                                        
                                        
                                        35,111,009
                                        
                                        
                                        $
                                        35,111
                                        
                                        
                                        
                                        4,000,000
                                        
                                        
                                        $
                                        4,000
                                        
                                        
                                        $
                                        30,550
                                        
                                        
                                        $
                                        13,074,365
                                        
                                        
                                        $
                                        259,005
                                        
                                        
                                        $
                                        4,576,656
                                        
                                        
                                        $
                                        (1,206,335
                                        )
                                        
                                        $
                                        (11,280,534
                                        )
                                        
                                        $
                                        556,984
                                        
                                        
                                        $
                                        6,049,802







5


BIO-BRIDGE
SCIENCE INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


For Three
                  Months Ended
                  March 31, 2009
                
                
                For Three
                  Months Ended
                  March 31, 2008CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                
                $
                (189,379
                )
                
                $
                (288,514
                )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                
                
                13,552
                
                
                
                4,986Amortization
      of land use right
                
                
                4,779
                
                
                
                4,560Non
      cash stock compensation expense
                
                
                -
                
                
                
                42,761Unrealized
      loss on trading securities
                
                
                3,630
                
                
                
                70,862Loss
      on sale of trading securities
                
                
                -
                
                
                
                9,766Change
      in operating assets and liabilities:Accounts
      receivable
                
                
                (95,210
                )
                
                
                -Inventories
                
                
                973
                
                
                
                -Prepaid
      expense and other assets
                
                
                (164,304
                )
                
                
                5,342Accounts
      payable
                
                
                (20,012
                )
                
                
                -Payable
      to contractors
                
                
                (52,099
                )
                
                
                5,046Accrued
      expenses and other payables
                
                
                (48,907
                )
                
                
                35,944Net
      Cash Used In Operating Activities
                
                
                (546,977
                )
                
                
                (109,247
                )CASH
      FLOWS FROM INVESTING ACTIVITIESIncrease
      in construction in progress
                
                
                (42,085
                )
                
                
                (15,602
                )Purchase
      of fixed assets
                
                
                (145,482
                )
                
                
                -Proceeds
      from sale of trading securities
                
                
                -
                
                
                
                300,013Net
      Cash (Used In) Provided By Investing Activities
                
                
                (187,567
                )
                
                
                284,411CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                
                
                873,935
                
                
                
                -Advances
      from director
                
                
                (21,442
                )
                
                
                28,494Net
      Cash Provided By Financing Activities
                
                
                852,493
                
                
                
                28,494NET
      INCREASE IN CASH AND CASH EQUIVALENTS
                
                
                117,949
                
                
                
                203,658Effect
      of exchange rate changes on cash
                
                
                (249
                )
                
                
                (4,190
                )Cash
      and cash equivalents, beginning of period
                
                
                1,486,252
                
                
                
                104,372CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                
                $
                1,603,952
                
                
                $
                303,840




6





BIO-BRIDGE
SCIENCE INC. AND SUBSIDIARIES


UNAUDITED
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS





For Three
                  Months Ended
                  March 31, 2009
                
                
                For Three
                  Months Ended
                  March 31, 2008SUPPLEMENTAL
      CASH FLOW INFORMATIONInterest
      Paid
                
                $
                -
                
                
                $
                -Income
      taxes Paid
                
                $
                33,166
                
                
                $
                -SUPPLEMENTAL
      NON-CASH FLOW INVESTING AND FINANCING ACTIVITIESAccrual
      of preferred stock dividend payable in common stock
                
                $
                55,500
                
                
                $
                55,500Payment
      of preferred stock dividend in shares of common stock
                
                $
                162,000
                
                
                $
                180,000




7





BIO-BRIDGE
SCIENCE, INC. AND SUBSIDIARIES


(NOTES TO THE UNAUDITED CONDENSED
CONSOLIDATED FINANCIAL


STATEMENTS
AS OF MARCH 31, 2009




NOTE
1 - BASIS OF PRESENTATION





The
accompanying unaudited condensed consolidated financial statements of Bio Bridge
Science Inc. and Subsidiaries (the "Company") have been prepared in accordance
with accounting principles generally accepted in the United States of America
for interim financial information and pursuant to the requirements for reporting
on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting
companies. Accordingly, they do not include all the information and footnotes
required by accounting principles generally accepted in United States of America
for complete financial statements. However, such information reflects all
adjustments (consisting solely of normal recurring adjustments), which are, in
the opinion of management, necessary for the fair presentation of the
consolidated financial position and the consolidated results of operations.
Results shown for interim periods are not necessarily indicative of the results
to be obtained for a full fiscal year.





The
condensed consolidated balance sheet information as of March 31, 2009 was
derived from the audited consolidated financial statements included in the
Company's Annual Report on Form 10-K filed with the SEC on March 31, 2009. These
interim financial statements should be read in conjunction with that
report.




NOTE
2 - ORGANIZATION AND PRINCIPAL ACTIVITIES




Bio-Bridge
Science, Inc. ("the Company") was incorporated in the State of Delaware on
October 26, 2004.




On
December 1, 2004, the Company acquired all of the outstanding shares of
Bio-Bridge Science Corporation ("BBSC"), a Cayman Islands corporation, in
exchange for 29,971,590 shares of its common stock, and as a result, BBSC became
a wholly owned subsidiary of the Company. The acquisition was accounted for as a
reverse merger (recapitalization) with BBSC deemed to be the accounting
acquirer, and the Company the legal acquirer. Accordingly, the historical
financial information presented in the condensed consolidate financial
statements is that of the Company.





BBSC was
incorporated in the Cayman Islands on February 11, 2002. At the time of the
exchange, BBSC held a 100% interest in Bio-Bridge Science (Beijing) Corp. ("BBS
Beijing"), a wholly-foreign funded enterprise of the People's Republic of China
("PRC") which was established on May 20, 2002. BBS Beijing is currently engaged
in the development and commercialization of several vaccine candidates, such as
HIV-PV vaccine I, cervical cancer vaccine, colon cancer vaccine, in mainland
China.





On July 31, 2008, the Company acquired
51 percent of the outstanding capital interest ofHuhhot Xinheng Baide
Biotechnology Co., Ltd. (“XHBD”, see Note 4).XHBD wasincorporated
on May 17, 2006 under the laws of the PRC as a limited company, which is similar
to a limited liability company.  XHBD is located in the city of Huhhot
in Inner Mongolia of the PRC. The primary operations of the XHBD any are the
manufacture and distribution of bovine serum products, which is used in
research, the production of pharmaceuticals, and production of veterinary
medicines.  The results of XHBD are included in the accompanying
condensed consolidated financial statements from August 1,
2008.





Going
Concern





Since its
inception, the Company has been primarily engaged in organizational and
pre-operating activities. The Company has generated insignificant revenues and
has incurred accumulated losses of$11,280,534 from February
11, 2002 (Inception) through March 31, 2009.  We incurred net losses
of $189,379 and $3,898,899 for the three months ended March 31, 2009 and year
ended December 31, 2008, respectively.   As a result, the
Company’s independent registered public accounting firm, in their report on the
Company’s 2008 consolidated financial statements, raised substantial doubt about
the Company’s ability to continue as a going concern.





Our
operations have been funded through issuances of our common stock and preferred
stock whereby we raised an aggregate $8,383,488 from February 11, 2002
(inception) through March 31, 2009.  During the first quarter of 2009,
the Company sold 12,800 shares of its common stock to a 123 investors at $1.375
per share for a total consideration of $17,600.  During 2008, the
Company sold 5,841,609 shares of its common stock to seven individuals for a
total of $4,244,999.  Four of these individuals, who purchased a total
of 5,488,276 shares of common stock for a total of $3,980,000, are members of
our Board of Directors.  Some of the sales agreements also included
warrants to purchase common stock.


8




Based on
our current operating plan, we believe that we have sufficient cash and cash
equivalents to last approximately through June 2010. We will need to obtain
additional financing in addition to the funds already raised through the sale of
equity securities to fund our cash needs and continue our operations beyond June
2010. Additional financing, whether through public or private equity or debt
financing, arrangements with stockholders or other sources to fund operations,
may not be available, or if available, may be on terms unacceptable to us. Our
ability to maintain sufficient liquidity is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership percentage of our existing stockholders would be reduced. New
investors may demand rights, preferences or privileges senior to those of
existing holders of our common stock. Debt incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose restrictions on our operations. If adequate funds
are not available to satisfy either medium or long-term capital requirements,
our operations and liquidity could be materially adversely affected and we could
be forced to cut back our operations.




NOTE
3 - SUMMARY OF PRINCIPAL ACCOUNTING POLICIES





Principles
of Consolidation





The
accompanying consolidated financial statements include the accounts of
Bio-Bridge Science Inc. and our wholly owned subsidiaries, Bio-Bridge Science
Corp., Bio-Bridge Science (Beijing) Corp, Bio-Bridge Science Holding Co. and Bio
Bridge Science (HK), Co. and our 51% owned subsidiary Huhhot Xinheng Baide
Biotechnology Co. Ltd (“XHBD”). Intercompany accounts and transactions have been
eliminated in consolidation.





Change in
accounting principle




Effective
January 1, 2009, the Company adopted SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements.” This statement amends
Accounting Research Bulletin No. 51, “Consolidated Financial Statements,”
to establish accounting and reporting standards for a noncontrolling (minority)
interest in a subsidiary and for the deconsolidation of a subsidiary. This
statement clarifies that a noncontrolling interest in a subsidiary is an
ownership in the consolidated entity that should be reported as equity in the
consolidated financial statements. The adoption of SFAS No. 160 did not
have any material impact on the Company’s financial condition and results of
operations. However, it did impact the presentation and disclosure of
noncontrolling (minority) interests in the Company’s condensed consolidated
financial statements. The presentation and disclosure requirements were
retrospectively applied to the condensed consolidated financial
statements.  As such, all prior periods presented have been conformed
to current years presentation.  The noncontrolling (minority) interest
relates to third party shareholders of XHBD, who own 49% of XHBD as of
March 31, 2009.





Use of
Estimates





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting periods. Management makes these estimates using the best
information available and the best judgment at the time the estimates are made,
however actual results could differ materially from those
estimates.





Revenue
recognition





The
Company recognizes revenue from the sales of products when persuasive evidence
of an order arrangement exists, delivery has occurred, the sales price is fixed
or determinable and collectibility is reasonably assured.  Generally,
these criteria are met at the time the product is shipped to customers when
title and risk of loss have transferred.





Impairment
of Long-Lived Assets




We
account for long-lived assets in accordance with SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets.  We regularly
evaluate our long-lived assets for indicators of possible impairment whenever
events or changes in business circumstances indicate that the carrying amount of
the assets may not be fully recoverable. An impairment loss would be recognized
when estimated undiscounted future cash flows expected to result from the use of
an asset and its eventual disposition are less than its carrying
amount.  Impairment, if any, is measured using discounted cash flows.
In the period ended March 31, 2009, we performed an evaluation of our long-lived
assets and concluded there was no impairment.





Goodwill





Goodwill
is related to the Company's acquisition of Huhhot Xinheng Baide Biotechnology
Co., Ltd on July 31, 2008 (see Note 3).  Goodwill and other intangible
assets are accounted for in accordance with the provisions of SFAS No. 142,
“Goodwill and Other Intangible Assets”. Under SFAS 142, goodwill is not
amortized. Rather, goodwill is assessed for impairment at least
annually.  The Company tests goodwill by using a two-step
process.  In the first step, the fair value of the reporting unit is
compared with the carrying amount of the reporting unit, including
goodwill.  If the carrying amount of the reporting unit exceeds its
fair value, goodwill is considered impaired and a second step is performed to
measure the amount of impairment loss, if any.  Based on management’s
assessment, there were no indicators of impairment of recorded goodwill at March
31, 2009.


9





Financial
Assets and Liabilities Measured at Fair Value





Fair
Value Measurements are determined by the Company's adoption of Statement of
Financial Accounting Standards ("SFAS") No. 157, “Fair Value Measurements”
("SFAS 157") as of January 1, 2008, with the exception of the
application of the statement to non-recurring, non-financial assets and
liabilities as permitted. The adoption of SFAS 157 did not have a material
impact on the Company's fair value measurements. SFAS 157 defines fair
value as the price that would be received to sell an asset or paid to transfer a
liability in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants at the
measurement date. SFAS 157 establishes a fair value hierarchy, which
prioritizes the inputs used in measuring fair value into three broad levels as
follows:





Level 1—Quoted
prices in active markets for identical assets or liabilities.


Level 2—Inputs,
other than the quoted prices in active markets, are observable either directly
or indirectly.


Level 3—Unobservable
inputs based on the Company's assumptions.





SFAS 157
requires the use of observable market data if such data is available without
undue cost and effort





At March
31, 2009, the Company’s financial assets and liabilities that were measured at
fair value include its investment in trading securities which have a cost of
$259,270, a gross unrealized loss of $147,265 and a fair value of $112,005. The
Company estimates the fair value of its trading securities based on unadjusted
quoted prices in active markets of identical assets. In accordance with SFAS No.
157, this is a Level 1 valuation.





Foreign
Currency Translation





The accompanying consolidated financial
statements are presented in United States dollars. The functional currency of
theCompany is the Renminbi (RMB). Capital accounts of the consolidated
financial statements are translated into United States dollars from RMB at their
historical exchange rates when the capital transactions occurred. Assets and
liabilities are translated at the exchange rates as of balance sheet date.
Income and expenditures are translated at the average exchange rate of the
quarter.




2009
                                  
                                  2008Quarter
      end RMB : US$ exchange rate
                                  
                                  
                                  6.8359
                                  
                                  7.0190Average
      quarterly RMB : US$ exchange rate
                                  
                                  
                                  6.8353
                                  
                                  7.1618




The RMB
is not freely convertible into foreign currency and all foreign exchange
transactions must take place through authorized institutions. No representation
is made that the RMB amounts could have been, or could be, converted into US
dollars at the rates used in translation.





Research
and Development





Research
and development costs are expensed as incurred.  For the quarter ended
March 31, 2009 and 2008, research and development expenses totaled $32,812 and
$36,533, respectively.





Comprehensive
Income





Comprehensive
income is defined to include all changes in equity except those resulting from
investments by owners and distributions to owners. The Company’s current
components of comprehensive income consist of foreign currency translation
adjustments:





March 31,2009
                                    
                                    
                                    2008Net
      loss
                                    
                                    $
                                    (189,379
                                    )
                                    
                                    $
                                    (288,514
                                    )Foreign
      currency translation gain( loss)
                                    
                                    
                                    (887
                                    )
                                    
                                    
                                    87,116Comprehensive
      loss
                                    
                                    $
                                    (190,266
                                    ))
                                    
                                    $
                                    (201,398
                                    )


10





Loss per
Share





SFAS No.
128, “Earnings Per Share”, requires presentation of basic earnings per share
(“Basic EPS”) and diluted earnings per share (“Diluted EPS”).  Basic
earnings (loss) per share is computed by dividing income (loss) available to
common shareholders by the weighted average number of common shares outstanding
during the period. The diluted earnings per share calculation gives effect to
all potentially dilutive common shares outstanding during the period using the
treasury stock method.  Common equivalent shares consist of shares
issuable upon the exercise of stock options or warrants. As of March 31, 2009,
common stock equivalents were composed of options convertible into 2,297,000
shares of the Company's common stock and warrants convertible into 8,864,943
shares of the Company's common stock.




Stock-Based
Compensation





The
Company periodically issues stock options and warrants to employees and
non-employees in capital raising transactions, for services and for financing
costs. The Company adopted SFAS No. 123R effective January 1, 2006, and is using
the modified prospective method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of SFAS No. 123R
for all share-based payments granted after the effective date and (b) based on
the requirements of SFAS No. 123R for all awards granted to employees prior to
the effective date of SFAS No. 123R that remain unvested on the effective
date.  The Company accounts for stock option and warrant grants issued
and vesting to non-employees in accordance with EITF No. 96-18: “Accounting for
Equity Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” and EITF No. 00-18 “Accounting
Recognition for Certain Transactions involving Equity Instruments Granted to
Other Than Employees” whereas the value of the stock compensation is based upon
the measurement date as determined at either a) the date at which a performance
commitment is reached, or b) at the date at which the necessary performance to
earn the equity instruments is complete.





Concentrations





Financial
instruments, which potentially subject the Company to concentrations of credit
risk, consist principally of cash and unsecured trade accounts
receivable.





For the
quarter ended March 31, 2009, four customers accounted for 100% of total sales
(38%, 28%, 22% and 21% respectively).  At March 31, 2009, five
customers accounted for 100% of total accounts receivable (35%, 24%, 19%, 11%,
and 11%, respectively).   At December 31, 2008, three customers
accounted for 100% of accounts receivable (40%, 31%, and 29%,
respectively).  There were no sales at March 31, 2008.





Recent
Accounting Pronouncements





In
December 2007, Financial Accounting Standards Board (FASB) Statement 141R,
“Business Combinations (revised 2007)” (SFAS 141R”) was issued.  SFAS
141R replaces SFAS 141 “Business Combinations”.  SFAS 141R requires
the acquirer of a business to recognize and measure the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at fair value. SFAS 141R also requires transactions costs related to
the business combination to be expensed as incurred. SFAS 141R applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.  The effective date, as well as the adoption date
for the Company was January 1, 2009.  Although SFAS 141R may impact
our reporting in future financial periods, we have determined that the standard
did not have any impact on our historical consolidated financial statements at
the time of adoption.





In April
2008 the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of
the Useful Life of Intangible Assets” (“FSP 142-3”), which amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS
142.  This pronouncement requires enhanced disclosures concerning a
company’s treatment of costs incurred to renew or extend the term of a
recognized intangible asset. FST 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008.  The
effective date, as well as the adoption date for the Company was January 1,
2009.  Although FSP 142-3 may impact our reporting in future financial
periods, we have determined that the standard did not have any impact on our
historical consolidated financial statements at the time of
adoption.





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company's present or future
consolidated financial statements.


11





NOTE4- ACQUISITION OFHUHHOT XINHENG
BAIDE BIOTECHNOLOGY CO., LTD. (“XHBD”)





On July 31, 2008, the Company acquired
51 percent of the outstanding capital interest ofHuhhot Xinheng Baide
Biotechnology Co., Ltd. (“XHBD”).XHBD is located in the city of Huhhot in
Inner Mongolia of the PRC and is organized under the laws of the PRC.  XHBDmanufactures and distributes bovine serum products, which is used in
research, the production of pharmaceuticals, and production of veterinary
medicines.  The Company purchased 51 percent of the outstanding
capital interest of XHBD in exchange for cash of $881,058 (RMB
6,000,000).  The
acquisition has been accounted for as a purchase in accordance with SFAS No. 141Business
Combinations. As such, the
results of XHBD's operations have been included in the consolidated financial
statements since August 1,
2008. The components of the purchase price and the allocation of the purchase
price are as follows:





Purchase
    PriceCash
      consideration
                      
                      $
                      881,058Purchase price
      allocationCurrent assets, including cash of
      $487,118
                      
                      $
                      1,387,117Property and
      equipment
                      
                      
                      165,299Goodwill
                      
                      
                      229,248Current
      liabilities
                      
                      
                      (410,085
                      )Net assets
                      
                      
                      1,371,579Historical cost of 49% minority
      interest
                      
                      
                      (490,521
                      )Netpurchase
    price
                      
                      $
                      881,058





Allocation of the purchase price may
change basedon final
valuation analysis.  In preparing the valuation, the Company consulted
with independent valuation experts.  Goodwill represents the excess of
the purchase price of XHBD over the fair value of the identifiable assets
acquired and liabilities assumed.The Company accounts for
minority interest using a historical basis.





The following unaudited pro forma
operating data shown below presents the results of operations for thethree monthsendedMarch 31 2008, as if the acquisition of XHBD had
occurred on the last day of
the immediately preceding fiscal period.Accordingly, transaction costs related
to the acquisition are not included in the loss from operations shown below. The
pro forma results are not necessarily indicative of the financial
resultsthat might have
occurred had the acquisition actually taken place on the respective dates, or of
future results of operations.





Forthe
                      threemonths
                      Ended
                      March31,2008(Unaudited)Net sales
                    
                    $
                    47,633Net Income
      (loss)
                    
                    $
                    (265,387
                    )Net Income (loss) per share-basic and
      diluted
                    
                    
                    (0.01
                    )Weighted average shares
      outstanding-basic and diluted
                    
                    
                    34,357,676





In
addition, China Diamond, an entity controlled by Mr. Trevor Roy, a director of
the Company, purchased 14 percent of XHBD on April 30, 2008.





NOTE5- INVENTORIES





Inventories
consist of the following at:





March 31,
                    2009
                  
                  
                  December 31,
                    2008(
      unaudited)Raw
      materials
                  
                  $
                  73,276
                  
                  
                  
                  40,929Finished
      goods
                  
                  
                  417,098
                  
                  
                  
                  450,418Total
      inventories
                  
                  $
                  490,374
                  
                  
                  
                  491,347


12





NOTE 6
- SHAREHOLDER'S EQUITY





Preferred
Stock




On
December 31, 2006, the Company amended its certificate of incorporation to
provide for 5,000,000 shares of Series A preferred stock. Pursuant to the
Company's certificate of incorporation, its board of directors has the
authority, without further action by the stockholders, to issue up to 5,000,000
shares of undesignated preferred stock, par value $0.001 per share. The
Company's board will also have the authority, without the approval of the
stockholders, to fix the designations, powers, preferences, privileges and
relative, participating, optional or special rights and the qualifications,
limitations or restrictions of any preferred stock issued, including dividend
rights, conversion rights, voting rights, terms of redemption and liquidation
preferences, any or all of which may be greater than the rights of the common
stock. Preferred stock could thus be issued with terms that could delay or
prevent a change in control of our company or make removal of management more
difficult.




On
January 30, 2007, the Company entered into a Securities Purchase Agreement with
three individuals, whereby the Company agreed to sell 4,000,000 shares of Series
A Convertible Preferred Stock and warrants to purchase 3,000,000 shares of
common stock at $1.00 per share. On February 12, 2007, the preferred stock and
warrants were issued for $0.75 per unit, or $3,000,000 in
aggregate.





The
preferred stock earns dividends at 12% annually, in common shares of the Company
valued at $1.00 per share, payable semiannually in arrears. The preferred stock
dividend is cumulative and non-participating.  During the three months
ended March 31, 2009 and 2008, the Company recorded $55,500 and $90,000 of
preferred stock dividends payable.  The preferred stock has
liquidation preference of $0.75 per share and no voting rights. The preferred
shares contain standard anti-dilution protection.





At the
holder’s option, the preferred stock is convertible into the Company’s common
stock on a one-for-one basis anytime up to January 30, 2010 (three
years).  At the Company’s option, the preferred stock is convertible
into the Company’s common stock (at the conversion price initially set at $0.75
per share) when the average closing price of the common stock for any 20
consecutive trading days is at least $2.00. On the third anniversary (January
30, 2010) of the closing, the Company shall have the right to convert all the
Preferred Stock then outstanding into shares of common
stock.   The warrants are exercisable through January 20, 2010,
into 3,000,000 shares of the Company’s common stock for $1.00 per
share.





Common
Stock





In the
first quarter of 2009, the Company sold 12,800 shares of common stock to 123
investors at $1.375 per share for a total consideration of $17,600.





In 2008,
the Company sold 5,841,609 shares of common stock and warrants to purchase
5,814,943 shares of common stock to seven individuals at $0.725 to $0.75 per
unit, for total consideration of $4,245,000.  Four of these
individuals, who purchased a total of 5,488,276 shares of common stock and
warrants to purchase 5,488,276 shares of common stock for a total of $3,980,000,
are members of our Board of Directors.  As of March 31, 2009,
$3,056,435 of the total consideration had been received, and the balance of
$1,188,565 is included in subscription receivable, including $978,565
subscription receivable from directors.





The fair
value of the warrants acquired by the directors was $1,903,587, which was
determined using the Black-Scholes valuation method, using the following
assumptions: no expected dividend yield; a risk-free interest rate of 2.4%; an
expected life of 3 to 5 years; and an estimated volatility of 56 percent based
on recent history of the stock price in the industry. The total of $1,903,587
was charged to compensation expense on the date the warrants were
acquired.  In addition, $339,655 of stock compensation was recognized
for two of the directors for the difference between the fair value of the units
they purchased based on the closing price of the Company’s common stock and the
purchase price of the units on the dates of the transactions.


13




NOTE 7
- STOCK OPTION AND WARRANTS





At March
31, 2009, stock options outstanding were as follows:





Options
                    Granted
                  
                  
                  Weighted
                    Average
                    Exercise PriceOutstanding
      at January 1, 2009
                  
                  
                  2,297,000
                  
                  
                  $
                  0.42Granted
                  
                  
                  —
                  
                  
                  
                  —Exercised
                  
                  
                  -Withdrawn
                  
                  
                  -Exercisable
      at March 31, 2009
                  
                  
                  2,297,000
                  
                  
                  $
                  0.42




The
following table summarizes information about stock options outstanding as of
March 31, 2009:





Options Outstanding
                                                          
                                                          
                                                          Options ExercisableRange of Exercise
                                                            Prices
                                                          
                                                          Number of
                                                            Shares
                                                          
                                                          
                                                          Weighted Average
                                                            Exercise Price
                                                          
                                                          
                                                          Weighted Average
                                                            Remaining Contractual
                                                            Life (in years)
                                                          
                                                          
                                                          Number of
                                                            Shares
                                                          
                                                          
                                                          Weighted Average
                                                            Exercise Price$0.001 to $0.55
                                                          
                                                          
                                                          2,297,000
                                                          
                                                          
                                                          $
                                                          0.42
                                                          
                                                          
                                                          
                                                          6.33
                                                          
                                                          
                                                          
                                                          2,297,000
                                                          
                                                          
                                                          $
                                                          0.422,297,000
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          
                                                          2,297,000




Information
relating to stock options at March 31, 2009 summarized by exercise price is as
follows:





Outstanding
                                                          
                                                          
                                                          ExercisableExercise price per
                                                            Share
                                                          
                                                          Number of
                                                            shares
                                                          
                                                          
                                                          Remaining
                                                            Life (years)
                                                          
                                                          
                                                          Exercise
                                                            price
                                                          
                                                          
                                                          Number of
                                                            Shares
                                                          
                                                          
                                                          Weighted
                                                            average
                                                            exercise price$0.001
                                                          
                                                          
                                                          400,000
                                                          
                                                          
                                                          
                                                          6.58
                                                          
                                                          
                                                          $
                                                          0.001
                                                          
                                                          
                                                          
                                                          400,000
                                                          
                                                          
                                                          $
                                                          0.0001$0.001
                                                          
                                                          
                                                          20,000
                                                          
                                                          
                                                          
                                                          3.00
                                                          
                                                          
                                                          $
                                                          0.001
                                                          
                                                          
                                                          
                                                          20,000
                                                          
                                                          
                                                          $
                                                          0.0001$0.5
                                                          
                                                          
                                                          1,277,000
                                                          
                                                          
                                                          
                                                          6.50
                                                          
                                                          
                                                          $
                                                          0.50
                                                          
                                                          
                                                          
                                                          1,277,000
                                                          
                                                          
                                                          $
                                                          0.50$0.55
                                                          
                                                          
                                                          600,000
                                                          
                                                          
                                                          
                                                          6.50
                                                          
                                                          
                                                          $
                                                          0.55
                                                          
                                                          
                                                          
                                                          600,000
                                                          
                                                          
                                                          $
                                                          0.55$0.001
      to $0.55
                                                          
                                                          
                                                          2,297,000
                                                          
                                                          
                                                          
                                                          6.33
                                                          
                                                          
                                                          $
                                                          0.42
                                                          
                                                          
                                                          
                                                          2,297,000
                                                          
                                                          
                                                          $
                                                          0.42




The
aggregate intrinsic value of 2,297,000 options outstanding and exercisable as of
March 31, 2009 was $528,310. The aggregate intrinsic value for the options is
calculated as the difference between the price of the underlying awards and
quoted price of the Company’s common shares for the options that were
in-the-money as of March 31, 2009. At March 31, 2009, all options shares were
vested, and there is no unamortized cost to be recognized in future
periods.





At March
31, 2009, warrants outstanding were as follows:





Number of
                    Shares under
                    Warrants
                  
                  
                  Weighted
                    Average
                    Exercise PriceWarrants
      outstanding at January 1, 2009
                  
                  
                  8,864,943
                  
                  
                  
                  0.95Warrants
      granted
                  
                  
                  -Warrants
      expired
                  
                  
                  -Warrants
      outstanding at March 31, 2009
                  
                  
                  8,864,943
                  
                  
                  $
                  .0.95





14




The
following table summarizes information about warrants outstanding at March 31,
2009:





Warrants
      Outstanding and ExercisableNumber
      of Shares Under Warrants
                                      
                                      Exercise Price
                                      
                                      Expiration
      Date
                                      
                                      Weighted
      Average
                                        Exercise Price50,000
                                      
                                      $
                                      1.20
                                      
                                      November
      20, 2009
                                      
                                      $
                                      1.203,000,000
                                      
                                      $
                                      1.00
                                      
                                      January
      20, 2010
                                      
                                      $
                                      1.00183,334
                                      
                                      $
                                      0.75
                                      
                                      June
      4, 2011
                                      
                                      $
                                      0.75183,333
                                      
                                      $
                                      1.20
                                      
                                      June
      4, 2013
                                      
                                      $
                                      1.201,724,138
                                      
                                      $
                                      0.725
                                      
                                      July
      2, 2012
                                      
                                      $
                                      0.7251,724,138
                                      
                                      $
                                      1.10
                                      
                                      July
      2, 2013
                                      
                                      $
                                      1.101,000,000
                                      
                                      $
                                      0.725
                                      
                                      July
      9, 2012
                                      
                                      $
                                      0.7251,000,000
                                      
                                      $
                                      1.10
                                      
                                      July
      9, 2013
                                      
                                      $
                                      1.108,864,943
                                      
                                      $
                                      0.75-$1.20
                                      
                                      
                                      
                                      $
                                      0.95




NOTE 8
- COMMITMENTS AND CONTINGENCIES




Construction
in Progress




In May
2003, the Company acquired a land use right for approximately 28 acres of land
in the Tianzhu Export Processing Zone, Shunyi District, Beijing, China, which
the Company plans to develop into a laboratory and bio-manufacturing facility in
compliance with Good Manufacturing Practices, or GMP, regulations primarily for
clinical trials of our vaccine candidates. The general plans for development
include the construction of a laboratory facility (“Phase One”) and construction
of an administrative office building (“Phase Two”). At March 31, 2009, the Phase
One construction and internal clean room are awaiting the inspections and
approval from the government, which is expected to be finished by the second
quarter or early third quarter of 2009, and is recorded as construction in
progress. At March 31, 2009, $133,830 was due to the contractors of Phase One
for the completed construction and internal clean room decoration and this
obligation is recorded as due to contractors.




The
Company estimates the cost of laboratory equipment for Phase One to be fully
operational will be approximately $400,000. As of March 31, 2009, the Company
had signed agreements with several parties for the purchase of the laboratory
equipment. The Company estimates the purchase and installation of the laboratory
equipment will be completed by the second quarter or early third quarter of
2009. At March 31, 2009, Phase Two was still in the design stage. The Company
estimates the total project costs for Phase Two will be approximately
$1,200,000.The
Company estimates that construction may begin on Phase Two in 2011 or later, but
currently has no plans for Phase Two construction.





Lease
Commitment




As of
March 31, 2009, we had future minimum lease payments of $19,858 and $19,004 due
in 2009 and 2010, respectively, related to the operating lease for our office in
Oak Brook, IL.




Royalty
and License Arrangements




Liang
Qiao, M.D., our co-founder and chief executive officer, is one of the two
co-inventors of our core technology that was assigned to Loyola University
Chicago in April 2001. Under an agreement with Loyola University Chicago, we
have obtained exclusive rights to this technology for use in its future products
within the United States, Japan and the People's Republic of China, including
mainland China, Hong Kong, Taiwan and Macau. The license continues perpetually
or for the maximum period of time permitted by law, unless terminated earlier
under the terms of the agreement. Pursuant to this agreement, Loyola receives a
royalty of 4% from the net profit for all uses of the licensed technology,
including uses under sublicenses. As of March 31, 2009, we had not generated any
revenues from the sale of any products under development, nor had we received
any revenues from sublicenses.




Potential
Joint Venture




We
entered into a non-binding memorandum of understanding with JR Scientific, Inc.,
a Woodland, California based manufacturer of classical and custom cell culture
medium and sera products ("JRS”) and Mr. Jan Baker, President and CEO of JRS on
April 15, 2008. Under the agreement, the Company will form a joint venture
together with JRS and several other investors in China to produce culture
medium, serum, and other biomaterial for sale in China and other
countries.  The total investment for the joint venture is planned to
be around RMB 10 million (approximately $1,500,000). We expect to own at least
51% of the new joint venture. The joint venture is expected to be formed in the
second quarter of 2009. However, the agreement is non-binding and we are not
certain a joint venture will be formed





15




Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operation




Some of
the statements made by us in this Quarterly Report on Form 10-Q are
forward-looking in nature, including but not limited to, statements relating to
our future revenue and expenses, product development, future market acceptance,
levels of research and development, our management's plans and objectives for
our current and future operations, and other statements that are not historical
facts. Forward-looking statements include, but are not limited to, statements
that are not historical facts, and statements including forms of the words
"intend", "believe", "will", "may", "could", "expect", "anticipate", "plan",
"possible", and similar terms. Actual results could differ materially from the
results implied by the forward looking statements due to a variety of factors,
many of which are discussed throughout this Quarterly Report and in our SEC
filings. Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof. We undertake
no obligation to publicly release any revisions to these forward-looking
statements that may reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events, unless required by law. Factors
that could cause actual results to differ materially from those expressed in any
forward-looking statement made by us include, but are not limited
to:




·
            our
      ability to finance our activities and maintain our financial
      liquidity;




·
            our
      ability to attract and retain qualified, knowledgeable
      employees;




·
            our
      ability to complete product
development;




·
            our
      ability to obtain regulatory approvals to conduct clinical
      trials;




·
            our
      ability to design and market new products
  successfully;




·
            our
      failure to acquire new customers in the
future;




·
            deterioration
      of business and economic conditions in our
  markets;




·
            intensely
      competitive industry conditions.




In this
document, the words "we," "our," "ours," and "us" refers to Bio-Bridge Science,
Inc. and our wholly owned subsidiaries, including Bio-Bridge Science (Beijing)
Co. Ltd., a Wholly-Foreign Owned Enterprise of the People's Republic of China
("Bio-Bridge (Beijing)") , Bio-Bridge Science Corporation, a Cayman Islands
corporation, Bio-Bridge Science Holding Co. Ltd, a Cayman Islands corporation,
Bio-Bridge Science(HK) CO. Ltd, a Hong Kong company, and Xinheng Baide
Biotechnology Co. Ltd., a Chinese company.




OVERVIEW




Bio-Bridge
Science, Inc. is a biotechnology company whose subsidiaries are focused on the
commercial development of HIV-PV Vaccine I, HPV vaccine, colon cancer vaccine,
mucosal adjuvant. Also, we sell bovine serum through our 51% owned subsidiary,
XHBD. The pre-clinical testing of HIV-PV Vaccine I on laboratory animals in
Beijing, China was completed in June 2006. After the lab equipment is installed
and we are able to produce vaccine candidate samples, we will apply to China's
State Food and Drug Administration for approval to conduct clinical trials of
HIV-PV Vaccine I. As of December 31, 2005, we had completed the construction of
the outside body of our laboratory and bio-manufacturing facility in Beijing,
China. The internal clean room installation project has been substantially
completed as of end of 2006. We expect to pass the local government inspection
and receive the necessary licenses in the second quarter of 2009, and by then
the laboratory facility will be in operations. We acquired a 51% equity interest
in Huhhot Xinheng Baide Biotechnology Co. Ltd. at the end of July in 2008. XHBD
produces and sells bovine serum, a major material used in the production of
vaccines. We expect XHBD will bring us increasing revenues in the
future.




Plan of
Operations





Vaccine
Development





Our
primary corporate focus is on the commercial development of our potential
vaccine products through our subsidiaries. Our capital requirements,
particularly as they relate to product research and development, have been and
will continue to be significant. Our future cash requirements and the adequacy
of available funds will depend on many factors, including the pace at which we
are able to obtain regulatory approvals of vaccine candidates, whether or not a
market develops for our products and, if a market develops, the pace at which it
develops, and the pace at which the technology involved in making our products
changes.




16




The
pre-clinical testing of HIV-PV Vaccine I on laboratory animals was completed in
Beijing Institute of Radiation Medicine, and the testing result was issued in
June 2006 and showed encouraging results. After the vaccine samples are produced
in our GMP facility, we will submit application for clinical trials with the
Chinese SFDA. The clinical trial for therapeutic vaccine is expected to last
three years. The clinical trial for preventive vaccine will last longer, most
likely five to seven years.




We also
plan to conduct the pre-clinical trials for colon cancer vaccine and HPV
vaccine. We estimate that we will complete the pre-clinical trial of colon
cancer vaccine by late 2009 and that of HPV vaccine by mid 2010. We expect to
enter clinical trials of colon cancer vaccine in the second half of 2010. As we
discussed previously, clinical trial for therapeutic vaccine is expected to last
three years. All the technology to make HIV vaccine and colon cancer vaccine is
based on the technology co-developed by our CEO, Dr. Liang Qiao. Because we use
the same technology to develop our potential vaccine products, we expect to use
the same GMP facility in Beijing, China, to produce the HIV vaccine and colon
cancer vaccine for pre-clinical and clinical trials.




To date
we have funded our operations from funds we raised in private offerings. In the
first quarter of 2009, the Company sold 12,800 shares of common stock to a
hundred twenty-three investors at $1.375 per share for a total consideration of
$17,600.


During
2008, we sold common stock and investment unit composed of common stock and
warrants to investors in several private placements in which we raised
$4,245,000 in total. During the next twelve months, we will need to raise
capital through an offering of our securities or from loans to continue research
and development of our various vaccine product candidates in China as well as
conducting the potential acquisition activities in China. We estimate that our
capital requirements for the next twelve months will be as follow:




o
approximately $1.0 million for preparatory work and Phase I clinical study of
HIV-PV Vaccine I;




o
approximately $1.0 million for working capital and general corporate needs;
and




o
approximately $0.7 million for pre-clinical trials on colon cancer vaccine and
HPV vaccine.




We expect
that the therapeutic vaccine can be brought to market in three years and the
preventive vaccine can be brought to market in five to seven years, if we are
successful in raising funds to complete development of the vaccines. As of March
31 of 2009, our cash and cash equivalents and trading securities position was
$1,715,957. Although we raised $ 4.245 million in 2008 in private placements, we
will still need to raise additional funds through the public or private sales of
our securities, loans, or a combination of the foregoing to meet our planned
operations. We cannot guarantee that financing will be available to us, on
acceptable terms or at all. We also may borrow from local banks in China given
that our land use right and laboratory facility could be used as collateral for
borrowing. If we fail to obtain other financing in the next 12 months, either
through an offering of our securities or by obtaining additional loans, we may
be unable to develop our planned projects as scheduled and may be forced to
scale back.




Distribution of Xinhua
surgical instruments





We signed
an exclusive agency agreement with Xinhua Surgical Instruments Co. Ltd. to
distribute its operational instruments in the United States at the end of 2005.
We are currently seeking collaboration with local distributors and developing
markets for Xinhua instruments. We built up a B2C website devoted to selling
Xinhua surgical instruments in 2008. Also, we initiated some marketing
campaigns, such as buying Google keywords. As a result of our efforts, our first
quarter surgical instrument sale posted a 713% increase compared with the same
period in 2008.




Acquisitions of companies
complementary to the Company




Another
major corporate focus is for the Company to acquire other profitable vaccine
companies or vaccine production related companies, such as those producing
materials for vaccine production, in China. Such an acquisition may help support
our development of our in-house vaccines candidates by providing us with
operating cash flows, lower cost for material used in our vaccine production,
skillful work force in vaccine production, and a distribution channel. We
believe these companies will be complementary to us and make us more
competitive.




On July
31, 2008, the Company completed the acquisition of Huhhot Xinheng Baide
Biotechnology Co. Ltd., (“XHBD”), in which the Company purchased 51% of the
outstanding capital interests of XHBD for RMB 6 million (approximately US$
881,000).  XHBD was incorporated on May 17, 2006 under the laws
of the People’s Republic of China (“PRC”) as a limited company. XHBD is
located in the city of Huhhot in Inner Mongolia, China. The primary operations
of the Company are the manufacture and distribution of bovine serum products,
which is used in research, and production of vaccines.   The
acquisition was accounted for as a purchase in accordance with Statement of
Financial Accounting Standards No. 141 “Business Combinations”. The assets
acquired and liabilities assumed were recorded at their fair values at the date
of acquisition. We completed the 51% acquisition of Xinheng Baide on July 31,
2008 and its operations are included in our consolidated financial statements
beginning August 1, 2008.





17




Potential Joint
Venture




We
entered into a non-binding memorandum of understanding with JR Scientific, Inc.,
a Woodland, California based manufacturer of classical and custom cell culture
medium and sera products ("JRS”) and Mr. Jan Baker, President and CEO of JRS on
April 15, 2008. Under the MOU, the Company will form a joint venture together
with JRS and several other investors in China. The joint venture is expected to
mainly produce culture medium, serum, and other biomaterial for sale in China
and other countries under the brand name of the joint venture. Cell culture
medium and serum are used in vaccine production as well as scientific research.
JRS and Mr. Baker as part of the MOU, agree to transfer technology and
“know-how” to the joint venture. The total investment for the joint venture is
planned to be around RMB 10 million (about US$ 1.47 million). We expect to own
at least 51% of the new joint venture. The joint venture is expected to be
formed in the second quarter of 2009. However, the agreement is non-binding and
we cannot assure you that a joint venture will be formed.





Results
of Operations





Three-month
period ended March 31, 2009 and March 31, 2008





During
the three-month period quarter ended March 31, 2009, we had revenues of $264,
129. The cost of revenue was $162, 529, which was 62% of the total
revenue.  On July 31, 2008, the Company finished the acquisition of
Huhhot Xinheng Baide Biotechnology Co. Ltd., (“XHBD”).




During
the three-month period ended March 31, 2008, we had revenues of $2,285. The cost
of revenue was $891, which was 39% of the total revenue. The increase of the
revenue was mainly due to sales of bovine serum, which was $245,550. Also, the
sale of surgical instruments was increased to $18,579 during the three-month
period ended March 31, 2009.





The
decrease of the gross margin was due to the gross margin of bovine serum was
lower, which was 48% during the three-month period ended March 31, 2009,
compared with 64% for sale of surgical instruments.





For the
quarter ended March 31, 2009, research and development expenses were $32,812, as
compared to $36,533 for the quarter ended March 31, 2008. The decrease of $3,721
is due to the decrease of the pre-clinical trial development of our vaccine
candidates.




For the
quarter ended March 31, 2009, general and administrative expenses were $208,332
as compared to $206,561 for the quarter ended March 31, 2008. General and
administrative expenses for these two periods were almost the same.





For the
quarter ended March 31, 2009, selling and distribution expenses were $29,341 as
compared to $12,329 for the quarter ended March 31, 2008. The increase of
$17,012 is due primarily to increases in shipping and selling expense and
selling and distribution of XHBD.





For the
quarter ended March 31, 2009, interest expense was $274 as compared to interest
income of $26 for the quarter ended March 31, 2008. The decrease of $500 is due
primarily to a decrease in cash balance and borrowing cost.





However,
none of these revenues pertain to our core planned principal operations of
developing vaccine candidates. Therefore, we believe a separate analysis of
these revenues is not as helpful as an analysis of our liquidity and capital
resources.





Net loss
for the quarter ended March 31, 2009 was $189,379 as compared to $288,514 for
the quarter ended March 31, 2008. This decrease of $99,135 in net loss is
attributable primarily to the decrease of unrealized loss on trading securities
and the increase of sales.





Liquidity
and Capital Resources





Our
principal sources of liquidity are cash and cash equivalent balances, which were
$1,603,952 at March 31, 2009. Also, we had marketable securities valued at
$112,005 as of March 31, 2009. These marketable securities were classified
as trading securities.





Net cash
used in operating activities was $546,977 for the three months ended March 31,
2009 and $109,247 for the three months ended March 31, 2008. The increase was
due primarily to an increase in prepaid expenses and other assets and also an
increase in accounts receivable.




18




Net cash
provided by (used in) investing activities was ($ 187,567) for the three months
ended March 31, 2009 and $284,411for the three months ended March 31, 2008. This
change was due to the sale of our trading securities during the three months
ended March 31, 2008 and also the purchase of fixed assets for the three months
ended March 31, 2009.




Net cash
provided by financing activities was $852,493 for the three months ended March
31, 2009 compared to $28,494 for the three months ended March 31, 2008. This
increase was mainly due to proceeds from the issuance of commons stock during
the first quarter of 2009.





To date,
our operations have been funded through issuances of our common stock and
preferred stock whereby we raised an aggregate $8,383,488 from inception through
March 31, 2009.





In the
first quarter of 2009, the Company sold 12,800 shares of common stock to a
hundred twenty-three investors at $1.375 per share for a total consideration of
$17,600.





During
2008, the Company sold 5,841,609 shares of its common stock to seven individuals
for a total of $4,245,000.  Four of these individuals, who purchased a
total of 5,488,276 shares of common stock for a total of $3,980,000, are members
of our Board of Directors.  Some of the sales agreements also included
warrants to purchase common stock.





During
2007, the Company sold 4,000,000 shares of Series A Convertible Preferred Stock
and warrants to purchase 3,000,000 shares of common stock at $1.00 per share to
three individuals for a total of $3,000,000.




Based on
our current operating plan, we believe that we have sufficient cash and cash
equivalents to last approximately through June 2010. We will need to obtain
additional financing in addition to the funds already raised through the sale of
equity securities to fund our cash needs and continue our operations beyond June
2010. Additional financing, whether through public or private equity or debt
financing, arrangements with stockholders or other sources to fund operations,
may not be available, or if available, may be on terms unacceptable to us. Our
ability to maintain sufficient liquidity is dependent on our ability to raise
additional capital. If we issue additional equity securities to raise funds, the
ownership percentage of our existing stockholders would be reduced. New
investors may demand rights, preferences or privileges senior to those of
existing holders of our common stock. Debt incurred by us would be senior to
equity in the ability of debt holders to make claims on our assets. The terms of
any debt issued could impose restrictions on our operations. If adequate funds
are not available to satisfy either medium or long-term capital requirements,
our operations and liquidity could be materially adversely affected and we could
be forced to cut back our operations.





Critical
Accounting Policies




Our
discussion and analysis of our financial condition and results of operations are
based on our consolidated financial statements, which have been prepared in
accordance with accounting principles generally accepted in the U.S. The
preparation of these financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses for each period. The following represents a summary of our critical
accounting policies, defined as those policies that we believe are the most
important to the portrayal of our financial condition and results of operations
and that require management's most difficult, subjective or complex judgments,
often as a result of the need to make estimates about the effects of matters
that are inherently uncertain.




Revenue
recognition





The
Company recognizes revenue from the sales of products when persuasive evidence
of an order arrangement exists, delivery has occurred, the sales price is fixed
or determinable and collectibility is reasonably assured.  Generally,
these criteria are met at the time the product is shipped to customers when
title and risk of loss have transferred.





Stock-Based
Compensation





The
Company periodically issues stock options and warrants to employees and
non-employees in capital raising transactions, for services and for financing
costs. The Company adopted SFAS No. 123R effective January 1, 2006, and is using
the modified prospective method in which compensation cost is recognized
beginning with the effective date (a) based on the requirements of SFAS No. 123R
for all share-based payments granted after the effective date and (b) based on
the requirements of SFAS No. 123R for all awards granted to employees prior to
the effective date of SFAS No. 123R that remain unvested on the effective date.
The Company accounts for stock option and warrant grants issued and vesting to
non-employees in accordance with EITF No. 96-18: “Accounting for Equity
Instruments that are Issued to Other Than Employees for Acquiring, or in
Conjunction with Selling, Goods or Services” and EITF No. 00-18 “Accounting
Recognition for Certain Transactions involving Equity Instruments Granted to
Other Than Employees” whereas the value of the stock compensation is based upon
the measurement date as determined at either a) the date at which a performance
commitment is reached, or b) at the date at which the necessary performance to
earn the equity instruments is complete.





19




Construction
in Progress





Construction
in progress represents direct costs of construction or acquisition and design
fees incurred. Capitalization of these costs ceases and the construction in
progress is transferred to plant and equipment when substantially all the
activities necessary to prepare the assets for their intended use are completed.
No depreciation is provided until it is completed and ready for intended
use.





Impairment
of Long-Lived Assets




We
account for long-lived assets in accordance with SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets.  We regularly
evaluate our long-lived assets for indicators of possible impairment whenever
events or changes in business circumstances indicate that the carrying amount of
the assets may not be fully recoverable. An impairment loss would be recognized
when estimated undiscounted future cash flows expected to result from the use of
an asset and its eventual disposition are less than its carrying
amount.  Impairment, if any, is measured using discounted cash flows.
In the period ended March 31, 2009, we performed an evaluation of our long-lived
assets and concluded there was no impairment.





Financial
Assets and Liabilities Measured at Fair Value





Fair
Value Measurements are determined by the Company's adoption of Statement of
Financial Accounting Standards ("SFAS") No. 157, “Fair Value Measurements”
("SFAS 157") as of January 1, 2008, with the exception of the
application of the statement to non-recurring, non-financial assets and
liabilities as permitted. The adoption of SFAS 157 did not have a material
impact on the Company's fair value measurements. SFAS 157 defines fair
value as the price that would be received to sell an asset or paid to transfer a
liability in the principal or most advantageous market for the asset or
liability in an orderly transaction between market participants at the
measurement date. SFAS 157 establishes a fair value hierarchy, which
prioritizes the inputs used in measuring fair value into three broad levels as
follows:





Level 1—Quoted
prices in active markets for identical assets or liabilities.


Level 2—Inputs,
other than the quoted prices in active markets, are observable either directly
or indirectly.


Level 3—Unobservable
inputs based on the Company's assumptions.





SFAS 157
requires the use of observable market data if such data is available without
undue cost and effort





At March
31, 2009, the Company’s financial assets and liabilities that were measured at
fair value include its investment in trading securities which have a cost of
$259,270, a gross unrealized loss of $147,265 and a fair value of $112,005. The
Company estimates the fair value of its trading securities based on unadjusted
quoted prices in active markets of identical assets. In accordance with SFAS No.
157, this is a Level 1 valuation.





Recent
Accounting Pronouncements




Effective
January 1, 2009, the Company adopted SFAS No. 160, “Noncontrolling
Interests in Consolidated Financial Statements.” This statement amends
Accounting Research Bulletin No. 51, “Consolidated Financial Statements,”
to establish accounting and reporting standards for a noncontrolling (minority)
interest in a subsidiary and for the deconsolidation of a subsidiary. This
statement clarifies that a noncontrolling interest in a subsidiary is an
ownership in the consolidated entity that should be reported as equity in the
consolidated financial statements. The adoption of SFAS No. 160 did not
have any material impact on the Company’s financial condition and results of
operations. However, it did impact the presentation and disclosure of
noncontrolling (minority) interests in the Company’s condensed consolidated
financial statements. The presentation and disclosure requirements were
retrospectively applied to the condensed consolidated financial
statements.  As such, all prior periods presented have been conformed
to current years presentation.  The noncontrolling (minority) interest
relates to third party shareholders of XHBD, who own 49% of XHBD as of
March 31, 2009.





In
December 2007, Financial Accounting Standards Board (FASB) Statement 141R,
“Business Combinations (revised 2007)” (SFAS 141R”) was issued.  SFAS
141R replaces SFAS 141 “Business Combinations”.  SFAS 141R requires
the acquirer of a business to recognize and measure the identifiable assets
acquired, the liabilities assumed, and any non-controlling interest in the
acquiree at fair value. SFAS 141R also requires transactions costs related to
the business combination to be expensed as incurred. SFAS 141R applies
prospectively to business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2008.  The effective date, as well as the adoption date
for the Company was January 1, 2009.  Although SFAS 141R may impact
our reporting in future financial periods, we have determined that the standard
did not have any impact on our historical consolidated financial statements at
the time of adoption.





20




In April
2008 the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of
the Useful Life of Intangible Assets” (“FSP 142-3”), which amends the factors
that should be considered in developing renewal or extension assumptions used to
determine the useful life of a recognized intangible asset under SFAS
142.  This pronouncement requires enhanced disclosures concerning a
company’s treatment of costs incurred to renew or extend the term of a
recognized intangible asset. FST 142-3 is effective for financial statements
issued for fiscal years beginning after December 15, 2008.  The
effective date, as well as the adoption date for the Company was January 1,
2009.  Although FSP 142-3 may impact our reporting in future financial
periods, we have determined that the standard did not have any impact on our
historical consolidated financial statements at the time of
adoption.





Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the SEC did not or are not believed by
management to have a material impact on the Company's present or future
consolidated financial statements.




Commitments




Construction
in Progress




In May
2003, the Company acquired a land use right for approximately 28 acres of land
in the Tianzhu Export Processing Zone, Shunyi District, Beijing, China, which
the Company plans to develop into a laboratory and bio-manufacturing facility in
compliance with Good Manufacturing Practices, or GMP, regulations primarily for
clinical trials of our vaccine candidates. The general plans for development
include the construction of a laboratory facility (“Phase One”) and construction
of an administrative office building (“Phase Two”). At March 31, 2009, the Phase
One construction and internal clean room are awaiting the inspections and
approval from the government, which is expected to be finished by the second
quarter or early third quarter of 2009, and is recorded as construction in
progress. At March 31, 2009, $133,830 was due to the contractors of Phase One
for the completed construction and internal clean room decoration and this
obligation is recorded as due to contractors.




The
Company estimates the cost of laboratory equipment for Phase One to be fully
operational will be approximately $400,000. As of March 31, 2009, the Company
had signed agreements with several parties for the purchase of the laboratory
equipment. The Company estimates the purchase and installation of the laboratory
equipment will be completed by the second quarter or early third quarter of
2009. At March 31, 2009, Phase Two was still in the design stage. The Company
estimates the total project costs for Phase Two will be approximately
$1,200,000.The
Company estimates that construction may begin on Phase Two in 2011 or later, but
currently has no plans for Phase Two construction.





Lease
Commitment




As of
March 31, 2009, we had remaining outstanding commitments with respect to its
non-cancelable operating lease for our office in Oak Brook, IL, of which $19,858
and $19,004 is due in 2009 and 2010.




Royalty
and License Arrangements




Liang
Qiao, M.D., our co-founder and chief executive officer, is one of the two
co-inventors of our core technology that was assigned to Loyola University
Chicago in April 2001. Under an agreement with Loyola University Chicago, we
have obtained exclusive rights to this technology for use in its future products
within the United States, Japan and the People's Republic of China, including
mainland China, Hong Kong, Taiwan and Macau. The license continues perpetually
or for the maximum period of time permitted by law, unless terminated earlier
under the terms of the agreement. Pursuant to this agreement, Loyola receives a
royalty of 4% from the net profit for all uses of the licensed technology,
including uses under sublicenses. As of March 31, 2009, we had not generated any
revenues from the sale of any products under development, nor had we received
any revenues from sublicenses.




Potential
Joint Venture




We
entered into a non-binding memorandum of understanding with JR Scientific, Inc.,
a Woodland, California based manufacturer of classical and custom cell culture
medium and sera products ("JRS”) and Mr. Jan Baker, President and CEO of JRS on
April 15, 2008. Under the agreement, the Company will form a joint venture
together with JRS and several other investors in China to produce culture
medium, serum, and other biomaterial for sale in China and other
countries.  The total investment for the joint venture is planned to
be around RMB 10 million (approximately $1,500,000). We expect to own at least
51% of the new joint venture. The joint venture is expected to be formed in the
second quarter of 2009. However, the agreement is non-binding and we are not
certain a joint venture will be formed





21




Contractual
Obligations




Payments
due under contractual obligations at March 31, 2009 mature as
follows:





Payments due by period ($ in thousands)Contractual Obligations
                
                Total
                
                
                Less than
                  1 year
                
                
                1 to 3
                  yearsLease obligation
                
                $
                39
                
                
                $
                20
                
                
                $
                19Payable
      to contractors
                
                
                134
                
                
                
                134R&D
      agreement obligation
                
                
                5
                
                
                
                5
                
                
                
                —Total
                
                $
                178
                
                
                $
                159
                
                
                $
                19




Item
3. Quantitative and Qualitative Disclosure about Market Risk





The
Company is a smaller reporting company and is not required to provide the
information required by this.





Item
4. Controls and Procedures





(a)
Evaluation of disclosure controls and procedures. As of the end of the period
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our Chief Executive Officer
and Chief Financial Officer, of the effectiveness of the design and operation of
our disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that
evaluation, our Chief Executive Officer and Chief Financial Officer concluded
that our disclosure controls and procedures were effective as of the end of the
applicable period to ensure that the information required to be disclosed by us
in reports that we file or submit under the Exchange Act (i) is recorded,
processed, summarized and reported within the time periods specified in
Securities and Exchange Commission rules and forms and (ii) is accumulated and
communicated to our management, including our Chief Executive Officer and Chief
Financial Officer, as appropriate to allow timely decisions regarding required
disclosures.





(b)
Changes in internal controls over financial reporting. There was no change in
our internal control over financial reporting during our most recent fiscal
quarter that has materially affected, or is reasonably likely to materially
affect, our internal control over financial reporting.





PART
II - OTHER INFORMATION





Item 1.   Legal Proceedings





Not
Applicable.





Item
1A. Risk Factors




There
have been no material changes in the risk factors previously disclosed in Form
10-K we filed with the SEC on March 31, 2009.




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





In the
first quarter of 2009, the Company sold 12,800 shares of common stock to a
hundred twenty-three investors at $1.375 per share for a total consideration of
$17,600.





Item 3.   Defaults Upon Senior
Securities





Not
applicable.





Item 4.   Submission of Matters to a Vote of
Security Holders





Not
applicable.





Item 5.   Other Information





Not
applicable.





22




Item 6.   Exhibits





The
exhibits listed in the Exhibit Index are filed as part of this
report.




23




SIGNATURES





In
accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.




Bio-Bridge
      Science, Inc./s/
      Dr. Liang Qiao
                
                
                Dated:
      May 15, 2009By:
      Dr. Liang QiaoChief
      Executive Officer





24




EXHIBIT
INDEX





3.1(i)*
            
            Certificate
      of incorporation of the registrant, as currently in
  effect3.1(ii)*
            
            Bylaws
      of the registrant, as currently in effect3.1(iii)**
            
            Certificate
      of Designation of Series A Preferred Stock4.1**
            
            Form
      of Common Stock Warrant Agreement dated January 20074.2**
            
            Registration
      Rights Agreement dated January 200710.1**
            
            Securities
      Purchase Agreement dated January 200731.1
            
            Certification
      of Chief Executive Officer31.2
            
            Certification
      of Chief Financial Officer32.1
            
            Section
      1350 Certifications of Chief Executive Officer and Chief Financial
      Officer





*
Previously filed with the Securities and Exchange Commission pursuant to
Registration Statement No. 333-121786.




**
Previously filed as an exhibit to the Registrant's Form 10-KSB for its year
ended December 31, 2006.




25