**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**





WASHINGTON,
      D.C. 20549





**FORM
      10-QSB**





x**QUARTERLY
      REPORT PURSUANT
      TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE**


**ACT
      OF 1934**





For
      the
      quarterly period ended: March 31, 2007





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 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, 2007: 33,732,001 shares





Transitional
      Small Business Disclosure Format:   Yes o No x











**Bio-Bridge
        Science, Inc**
 
 Index
        to
        Form 10-QSB
  Page


Item
                  1.
              Financial
                  Statements 3Condensed
                  Consolidated Balance Sheets as of March 31, 2007
                  (unaudited)and
                  December 31, 2006
              3Unaudited
                  Condensed Consolidated Statements of Operationsfor
                  the three month periods ended March 31, 2007 and 2006 and
                for
                  the period from February 11, 2002 (inception) through March 31,
                  2007
              4Unaudited
                  Condensed Consolidated Statements of Changes in Shareholders'
                  Equityand
                  Comprehensive Gain for the period from February 11, 2002
                  (inception)through
                  March 31, 2007
              5Unaudited
                  Condensed Consolidated Statements of Cash Flowsfor
                  the three month periods ended March 31, 2007 and 2006 and
                for
                  the period from February 11, 2002 (inception) through March 31,
                  2007
              9Notes
                  to Unaudited Condensed Consolidated Financial Statements
              10Item
                  2.
              Management's
                  Discussion and Analysis or Plan of Operation
              19Item
                  3.
              Controls
                  and Procedures
              24Part
                  II
              Other
                  Information
              24Item
                  1.
              Legal
                  Proceedings
              24Item
                  2.
              Unregistered
                  Sales of Equity Securities and Use of Proceeds
              24Item
                  3.
              Defaults
                  Upon Senior Securities
              25Item
                  4.
              Submission
                  of Matters to a Vote of Security Holders
              25Item
                  5.
              Other
                  Information
              25Item
                  6.
              Exhibits
              26SIGNATURES
              27








2


**PART
      I - FINANCIAL INFORMATION**





**Item
      1. Financial Statements**


**BIO-BRIDGE
      SCIENCE, INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**CONDENSED
      CONSOLIDATED BALANCE SHEETS**





**ASSETS****March
                31,****2007**
              **(unaudited)**
            
            **December
                31, 2006****CURRENT
                ASSETS**Cash
                and cash equivalents
            
            $
            728,567
            
            $
            149,613Prepaid
                expenses and other current assets
            
            
            12,773
            
            
            16,828Short
                term marketable securities-trading securities
            
            
            1,874,117
            
            
            -Note
                receivable, net of discount
            
            
            40,000
            
            
            40,000Total
                current assets
            
            
            2,655,457
            
            
            206,441**FIXED
                ASSETS, NET**
            
            
            72,550
            
            
            76,238**CONSTRUCTIONS
                IN PROGRESS**
            
            
            1,694,121
            
            
            1,674,104**LAND
                USE RIGHT, NET OF CURRENT PORTION**
            
            
            358,901
            
            
            359,658**TOTAL
                ASSETS**
            
            $
            4,781,029
            
            $
            2,316,441**LIABILITIES
                AND SHAREHOLDERS’ EQUITY****CURRENT
                LIABILITIES**Accrued
                expenses and other payables
            
            $
            177,384
            
            $
            155,444Amount
                due to shareholder
            
            
            18,885
            
            
            18,885Payable
                to contractors
            
            
            155,918
            
            
            474,586Total
                current liabilities
            
            
            352,187
            
            
            648,915**COMMITMENTS
                AND CONTINGENCIES****SHAREHOLDERS’
                EQUITY**Preferred
                stock, $0.001 par value, 5,000,000 shares authorized, 4,000,000 and
                0
                shares issued and outstanding, respectively
            
            
            4,000
            
            
            -Common
                stock, $0.001 par value, 100,000,000 shares authorized, 33,732,001
                and
                33,492,001 shares issued and outstanding, respectively
            
            
            33,732
            
            
            33,492Additional
                paid-in capital
            
            
            9,861,016
            
            
            5,469,402Preferred
                stock dividend payable in common shares
            
            
            47,000
            
            
            -Subscription
                receivable
            
            
            (25,547
            )
            
            (25,091
            )Stock
                to be issued, 445,675 and 240,000 shares, respectively
            
            
            446
            
            
            240Accumulated
                other comprehensive gain
            
            
            97,519
            
            
            80,403Deficit
                accumulated during the development stage
            
            
            (5,589,324
            )
            
            (3,890,920
            )Total
                shareholders’ equity
            
            
            4,428,842
            
            
            1,667,526**TOTAL
                LIABILITIES AND SHAREHOLDERS’ EQUITY**
            
            $
            4,781,029
            
            $
            2,316,441





See
      accompanying notes to the condensed consolidated financial
      statements.





3


**BIO-BRIDGE
      SCIENCE INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**


**Three
                Months Ended March 31,**
              **2007**
            
            **Three
                Months Ended March 31,**
              **2006**
            
            **For
                the Period from February 11,**
              **2002**
              **(Inception)
                through March 31,**
              **2007****REVENUE**
            
            $
            357
            
            $
            181
            
            $
            2,125**COST
                OF GOODS SOLD**
            
            
            (227
            )
            
            (56
            )
            
            (1,406
            )**GROSS
                PROFIT**
            
            
            130
            
            
            125
            
            
            719Research
                and development cost
            
            
            (43,545
            )
            
            (16,558
            )
            
            (360,799
            )Selling
                and distribution expenses
            
            
            (5,473
            )
            
            (5,888
            )
            
            (53,626
            )General
                and administrative expenses
            
            
            (298,989
            )
            
            (276,100
            )
            
            (3,836,812
            )**LOSS
                FROM OPERATIONS**
            
            
            (347,877
            )
            
            (298,421
            )
            
            (4,250,518
            )**INTEREST
                INCOME**
            
            
            3,413
            
            
            1,122
            
            
            15,134**LOSS
                FROM TRADING SECURITIES**
            
            
            (23,066
            )
            
            
            
            
            (23,066
            )**DIVIDEND
                INCOME**
            
            
            9,446
            
            
            -
            
            
            9,446**NET
                LOSS**
            
            
            (358,084
            )
            
            (297,299
            )
            
            (4,249,004
            )**DEEMED
                PREFERRED STOCK DIVIDEND**
            
            
            (1,293,320
            )
            
            
            
            
            (1,293,320
            )**PREFERRED
                STOCK DIVIDENDS**
            
            
            (47,000
            )
            
            -
            
            
            (47,000
            )**NET
                LOSS ATTRIBUTABLE TO COMMON SHAREHOLDERS**
            
            
            (1,
                698,404
            )
            
            (297,299
            )
            
            (5,589,324
            )**LOSS
                PER SHARE, basic and diluted**
            
            $
            (0.01
            )
            $
            (0.01
            )**LOSS
                PER SHARE, attributable to common shareholders, basic and
                diluted**
            
            $
            (0.05
            )
            $
            (0.01
            )**WEIGHTED
                AVERAGE SHARES OUTSTANDING, basic and diluted**
            
            
            33,654,668
            
            
            32,516,269


See
        accompanying notes to the condensed consolidated financial
        statements.


4





**BIO-BRIDGE
        SCIENCE INC. AND SUBSIDIARIES**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**
 **FOR
        THREE MONTHS ENDED MARCH 31, 2007 AND 2006, AND FOR THE PERIOD**
 **FROM
        FEBRUARY 11, 2002**
 **(INCEPTION)
        THROUGH MARCH 31, 2007**


Additional
            
            
            
            Common
                Stock
            
            Accumulated
              Other
            
            Deficit
              Accumulated
              During
                theCommon
                Stock
            
            Paid-in
            
            Deferred
            
            To
                be
            
            Comprehensive
            
            DevelopmentShares
            
            Amount
            
            Capital
            
            Compensation
            
            Issued
            
            Gain
                (Loss)
            
            Stage
            
            TotalIssuance
                of 13,750,000 shares at $0.00004
            
            
            13,750,000
            
            $
            13,750
            
            $
            (13,200
            )
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            550Issuance
                of 7,461,090 shares at $0.0468
            
            
            7,461,090
            
            
            7,461
            
            
            341,719
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            349,180Issuance
                of 1,875,000 shares at $0.12
            
            
            1,875,000
            
            
            1,875
            
            
            223,125
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            225,000Foreign
                currency translation loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (499
            )
            
            -
            
            
            (499
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (114,476
            )
            
            (114,476
            )**BALANCE
                DECEMBER 31, 2002**
            
            
            23,086,090
            
            
            23,086
            
            
            551,644
            
            
            -
            
            
            -
            
            
            (499
            )
            
            (114,476
            )
            
            459,755Issuance
                of 3,508,425 shares at $0.12
            
            
            3,508,425
            
            
            3,509
            
            
            417,502
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            421,011Issuance
                of 201,200 shares at $0.32
            
            
            201,200
            
            
            201
            
            
            64,186
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            64,387Foreign
                currency translation loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (644
            )
            
            -
            
            
            (644
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (255,020
            )
            
            (255,020
            )**BALANCE
                DECEMBER 31, 2003**
            
            
            26,795,715
            
            
            26,796
            
            
            1,033,332
            
            
            -
            
            
            -
            
            
            (1,143
            )
            
            (369,496
            )
            
            689,489Issuance
                of 434,600 shares at $0.12
            
            
            434,600
            
            
            435
            
            
            51,715
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            52,150Issuance
                of 1,125,275 shares at $0.32
            
            
            1,125,275
            
            
            1,125
            
            
            358,961
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            360,086Issuance
                of 1,616,000 shares at $0.50
            
            
            1,616,000
            
            
            1,616
            
            
            806,382
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            807,998Fair
                market value of Stock options granted for services
            
            
            -
            
            
            -
            
            
            695,052
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            695,052Fair
                value of shares issued for services
            
            
            100,000
            
            
            100
            
            
            49,900
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50,000Exercise
                of options
            
            
            200,000
            
            
            200
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            200Deferred
                consulting expenses
            
            
            -
            
            
            -
            
            
            -
            
            
            (390,890
            )
            
            -
            
            
            -
            
            
            -
            
            
            (390,890
            )Foreign
                currency translation loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (457
            )
            
            -
            
            
            (457
            )Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (944,437
            )
            
            (944,437
            )**BALANCE
                DECEMBER 31, 2004**
            
            
            30,271,590
            
            $
            30,272
            
            $
            2,995,342
            
            $
            (390,890
            )
            $
            -
            
            $
            (1,600
            )
            $
            (1,313,933
            )
            $
            1,319,191


See
        accompanying notes to the condensed consolidated financial
        statements.




5




**BIO-BRIDGE
      SCIENCE INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS**


**FOR
      THREE MONTHS ENDED MARCH 31, 2007 AND 2006, AND FOR THE PERIOD** **FROM
      FEBRUARY 11, 2002**


**(INCEPTION)
      THROUGH MARCH 31, 2007**


Additional
            
            
            
            Common
                Stock
            
            Accumulated
              Other
            
            Deficit
              Accumulated
              During
                theCommon
                Stock
            
            Paid-in
            
            Deferred
            
            To
                be
            
            Comprehensive
            
            DevelopmentShares
            
            Amount
            
            Capital
            
            Compensation
            
            Issued
            
            Gain
                (Loss)
            
            Stage
            
            Total


**BALANCE
                DECEMBER 31, 2004**
            
            
            30,271,590
            
            $
            30,272
            
            $
            2,995,342
            
            $
            (390,890
            )
            $
            -
            
            $
            (1,600
            )
            $
            (1,313,933
            )
            $
            1,319,191Issuance
                of 2,179,947 shares at $0.50
            
            
            2,179,947
            
            
            2,180
            
            
            1,087,794
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,089,974Stock
                options issued for services
            
            
            -
            
            
            -
            
            
            34,935
            
            
            (34,935
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Stock
                options granted to employees and officers
            
            
            -
            
            
            -
            
            
            680,604
            
            
            (680,604
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Amortization
                of deferred compensation expenses
            
            
            -
            
            
            -
            
            
            -
            
            
            458,127
            
            
            -
            
            
            -
            
            
            -
            
            
            458,127Return
                of options
            
            
            -
            
            
            -
            
            
            (139,604
            )
            
            139,604
            
            
            -
            
            
            -
            
            
            -
            
            
            -Exercise
                of options
            
            
            -
            
            
            -
            
            
            (328
            )
            
            -
            
            
            328
            
            
            -
            
            
            -
            
            
            -Foreign
                currency translation loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            26,882
            
            
            -
            
            
            26,882Net
                loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,253,093
            )
            
            (1,253,093
            )**BALANCE
                DECEMBER 31, 2005**
            
            
            32,451,537
            
            $
            32,452
            
            $
            4,658,743
            
            $
            (508,698
            )
            $
            328
            
            $
            25,282
            
            $
            (2,567,026
            )
            $
            1,641,081




See
        accompanying notes to the condensed consolidated financial
        statements.


6


**BIO-BRIDGE
        SCIENCE INC. AND SUBSIDIARIES**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES**
 **IN
        SHAREHOLDERS’ EQUITY AND COMPREHENSIVE GAIN (LOSS) FOR THE PERIOD FROM FEBRUARY
        11, 2002**
 **(INCEPTION)
        THROUGH MARCH 31, 2007**


Additional
            
            
            
            
            
            Common
                Stock
            
            
            Accumulated
              Other
            
            
            
            
            
            Deficit
              Accumulated
              During
                theCommon
                Stock
            
            
            Paid-in
            
            
            Deferred
            
            
            To
                be
            
            
            Comprehensive
            
            
            Subscriptions
            
            
            DevelopmentShares
            
            
            Amount
            
            
            Capital
            
            
            Compensation
            
            
            Issued
            
            
            Gain
                (Loss)
            
            
            Receivable
            
            
            Stage
            
            
            Total




**BALANCE
                DECEMBER 31, 2005**
            
            
            32,451,537
            
            $
            32,452
            
            $
            4,658,743
            
            $
            (508,698
            )
            $
            328
            
            $
            25,282
            
            $
            -
            
            $
            (2,567,026
            )
            $
            1,641,081Reclassification
                of deferred compensation balance to
                additional-paid-in-capital
            
            
            -
            
            
            -
            
            
            (508,698
            )
            
            508,698
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -Issuance
                of shares for previously exercised stock option
            
            
            328,116
            
            
            328
            
            
            -
            
            
            -
            
            
            (328
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Sales
                of shares at $0.75 to $1.2 per share for cash, net of issuance
                costs
            
            
            540,348
            
            
            540
            
            
            872,637
            
            
            -
            
            
            240
            
            
            -
            
            
            (25,091
            )
            
            -
            
            
            848,326Compensatory
                shares issued to consultant
            
            
            122,000
            
            
            122
            
            
            223,773
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            223,895Employee
                stock options
            
            
            -
            
            
            -
            
            
            174,670
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            174,670Consultant
                stock option
            
            
            -
            
            
            -
            
            
            48,277
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            48,277Exercise
                of options
            
            
            50,000
            
            
            50
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            50Foreign
                currency translation loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            
            
            
            55,121
            
            
            -
            
            
            -
            
            
            55,121Net
                loss 1/1/06 to 12/31/06
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,323,894
            )
            
            (1,323,894
            )**BALANCE
                DECEMBER 31, 2006**
            
            
            33,492,001
            
            $
            33,492
            
            $
            5,469,402
            
            $
            -
            
            $
            240
            
            $
            80,403
            
            $
            (25,091
            )
            $
            (3,890,920
            )
            $
            1,667,526





See
        accompanying notes to the condensed consolidated financial
        statements.
 7




**BIO-BRIDGE
      SCIENCE INC. AND SUBSIDIARIES**


**(A
      DEVELOPMENT STAGE COMPANY)**


**UNAUDITED
      CONDENSED CONSOLIDATED STATEMENTS OF CHANGES**


**IN
      SHAREHOLDERS’ EQUITY AND COMPREHENSIVE GAIN (LOSS) FOR THE PERIOD FROM FEBRUARY
      11, 2002**


**(INCEPTION)
      THROUGH MARCH 31, 2007**





Preferred
            
            
            
            
            
            
            
            
            
            Deficitstockdividend
            
            
            
            Common
            
            Accumlated
            
            
            
            Accumulatedpayable
            
            Additional
            
            Stock
            
            Other
            
            
            
            During
                theCommon
                Stock
            
            Preferred
                stock
            
            incommon
            
            Paid-in
            
            To
                be
            
            Comprehensive
            
            Subscriptions
            
            DevelopmentShares
            
            Amount
            
            Shares
            
            Amount
            
            share
            
            Capital
            
            Issued
            
            Gain
                (Loss)
            
            Receivable
            
            Stage
            
            Total**BALANCE
                DECEMBER 31, 2006**
            
            
            33,492,001
            
            $
            33,492
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            5,469,402
            
            $
            240
            
            $
            80,403
            
            $
            (25,091
            )
            $
            (3,890,920
            )
            $
            1,667,526Issuance
                of preferred shares at $0.75 per share for cash, net of issuance
                costs
            
            
            -
            
            
            -
            
            
            4,000,000
            
            
            4,000
            
            
            -
            
            
            2,996,000
            
            
            -
            
            
            -
            
            
            (40
            )
            
            -
            
            
            2,999,960Deemed
                dividend related to beneficial conversion feature of convertible
                preferred
                stock
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            1,293,320
            
            
            -
            
            
            -
            
            
            -
            
            
            (1,293,320
            )
            
            -Accrual
                of preferred stock dividend
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            47,000
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (47,000
            )
            
            -Compensatory
                shares issued
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            47,714
            
            
            30
            
            
            -
            
            
            -
            
            
            -
            
            
            47,744Employee
                stock options
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            43,334
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            43,334Consultant
                stock options
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            11,246
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            11,246Issuance
                of shares for previously exercised stock option
            
            
            240,000
            
            
            240
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (240
            )
            
            -
            
            
            -
            
            
            -
            
            
            -Exercise
                of options
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            416
            
            
            
            
            
            (416
            )
            
            -
            
            
            -Foreign
                currency translation loss
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            17,116
            
            
            -
            
            
            -
            
            
            17,116Net
                loss 1/1/07 to 3/31/07
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (358
                084
            )
            
            (358,084
            )**BALANCE
                March 31, 2007**
            
            
            33,732,001
            
            $
            33,732
            
            
            4,000,000
            
            $
            4,000
            
            $
            47,000
            
            $
            9.861,016
            
            $
            446
            
            $
            97,519
            
            $
            (25,547
            )
            $
            (5,589,324
            )
            $
            4,428,842




See
      accompanying notes to the condensed consolidated financial
      statements.





8


**BIO-BRIDGE
        SCIENCE INC. AND SUBSIDIARIES**
 **(A
        DEVELOPMENT STAGE COMPANY)**
 **UNAUDITED
        CONDENSED CONSOLIDATED STATEMENTS OF CHANGES**
 **IN
        SHAREHOLDERS’ EQUITY AND COMPREHENSIVE GAIN (LOSS) FOR THE PERIOD FROM FEBRUARY
        11, 2002**
 **(INCEPTION)
        THROUGH MARCH 31, 2007**


**For
                three months Ended March 31, 2007**
            
            **For
                three months Ended March 31, 2006**
            
            **For
                the Period From February 11, 2002 (Inception) Through March 31,
                2007****CASH
                FLOWS FROM OPERATING ACTIVITIES**Net
                loss
            
            $
            (358,084
            )
            $
            (297,299
            )
            $
            (4,249,004
            )Adjustments
                to reconcile net loss to net cash used in operating activities:Depreciation
            
            
            4,665
            
            
            1,936
            
            
            29,552Amortization
                of land use right
            
            
            4,202
            
            
            4,060
            
            
            60,241Non
                cash stock compensation expense
            
            
            102,324
            
            
            96,745
            
            
            1,311,455Loss
                from trading securities
            
            
            23,066
            
            
            -
            
            
            23,066Stock
                issued for services
            
            
            -
            
            
            -
            
            
            50,000Loss
                on sale of investment
            
            
            -
            
            
            -
            
            
            2,107(Increase)
                decrease in prepaid expense and other assets
            
            
            4,054
            
            
            (6,079
            )
            
            (12,773
            )Increase
                (decrease) in payable to contractor
            
            
            (318,668
            )
            
            -
            
            
            155,918Increase
                in accrued expenses and other payable
            
            
            21,939
            
            
            13,084
            
            
            177,384Net
                Cash Used In Operating Activities
            
            
            (516,502
            )
            
            (187,553
            )
            
            (2,452,054
            )**CASH
                FLOWS FROM INVESTING ACTIVITIES**Purchase
                of land use right
            
            
            -
            
            
            -
            
            
            (394,559
            )Increase
                in construction in progress
            
            
            (20,017
            )
            
            (162,203
            )
            
            (1,694,121
            )Purchase
                of fixed assets
            
            
            (1,196
            )
            
            (38,971
            )
            
            (102,836
            )Purchase
                of investment
            
            
            -
            
            
            -
            
            
            (40,000
            )Purchase
                of marketable securities
            
            
            (1,897,183
            )
            
            -
            
            
            (1,897,183
            )Advance
                to employees
            
            
            -
            
            
            -
            
            
            19,070Net
                Cash Used In Investing Activities
            
            
            (1,918,396
            )
            
            (201,174
            )
            
            (4,109,629
            )**CASH
                FLOWS FROM FINANCING ACTIVITIES**Proceeds
                from issuance of common stock
            
            
            -
            
            
            204,532
            
            
            4,218,912Proceeds
                from issuance of preferred stock
            
            
            2,999,960
            
            
            -
            
            
            2,999,960Amount
                due to a director
            
            
            -
            
            
            1,172
            
            
            18,885Net
                Cash Provided By Financing Activities
            
            
            2,999,960
            
            
            205,704
            
            
            7,237,757**NET
                INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS**
            
            
            565,062
            
            
            (183,023
            )
            
            676,074-Effect
                of exchange rate changes on cash
            
            
            13,892
            
            
            7,866
            
            
            52,493Cash
                and cash equivalents, beginning of period
            
            
            149,613
            
            
            385,646
            
            
            -**CASH
                AND CASH EQUIVALENTS, END OF PERIOD**
            
            $
            728,567
            
            $
            210,489
            
            $
            728,567**SUPPLEMENTAL
                CASH FLOW INFORMATION**Interest
                Paid
            
            $
            -
            
            $
            -
            
            $
            -Income
                taxes Paid
            
            $
            -
            
            $
            -
            
            $
            -**SUPPLEMENTAL
                NON-CASH INVESTING AND FINANCING ACTIVITIES**Deemed
                preferred stock dividend
            
            $
            1,293,320
            
            $
            -
            
            $
            1,293,320Preferred
                stock dividend
            
            $
            47,000
            
            $
            -
            
            $
            47,000




The
      accompanying notes are an integral part of these condensed consolidated
      financial statements.




9


**BIO-BRIDGE
      SCIENCE, INC. AND SUBSIDIARIES**


(A
      DEVELOPMENT STAGE COMPANY)


**NOTES
      TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL**


**STATEMENTS
      AS OF MARCH 31, 2007**





**NOTE
      1 - BASIS OF PRESENTATION**





The
      unaudited condensed consolidated financial statements of Bio Bridge Science
      Inc.
      (the "Company") have been prepared in accordance with generally accepted
      accounting principles in the United States for interim financial information
      and pursuant
      to the requirements for reporting on Form 10-QSB and Item 310(b) of Regulation
      S-B. 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 December 31, 2006 was
      derived from the audited consolidated financial statements included in the
      Company's Annual Report on Form 10-KSB. These interim financial statements
      should be read in conjunction with that report.




**NOTE
      2 - ORGANIZATION AND PRINCIPAL ACTIVITIES**




Bio-Bridge
      Science, Inc. (a development stage company) ("the Company") was incorporated
      in
      the State of Delaware on October 26, 2004. The Company is a development stage
      enterprise as defined by Statement of Financial Accounting Standards (SFAS)
      No.
      7, "Accounting and Reporting by Development Stage Enterprises." All losses
      accumulated since the inception of the Company will be considered as part of
      the
      Company's development stage activities. The Company has generated insignificant
      revenue. The Company's fiscal year end is December 31.




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 Bio-Bridge Science, Inc. 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 the HIV-PV vaccine, I in mainland
      China.




The
      acquisition was accounted for as a reverse merger (recapitalization) with
      Bio-Bridge Science Corporation deemed to be the accounting acquirer, and
      Bio-Bridge Science Inc. deemed to be the legal acquirer. Accordingly, the
      historical financial information presented in the financial statements is that
      of Bio-Bridge Science Corporation as adjusted to give effect to any difference
      in the par value of the issuer's and the accounting acquirer's stock with an
      offset to capital in excess of par value. The basis of the assets, liabilities
      and retained earnings of BBSC, the accounting acquirer, have been carried over
      in the recapitalization.




History
      of losses and negative cash flows




Since
      its
      inception, the Company has been engaged in organizational and pre-operating
      activities. The company has generated insignificant revenues and has incurred
      accumulated losses and used cash in operating activities of $5,589,324 and
      $2,661,333 respectively, from inception through March 31, 2007. The Company
      incurred net losses of $358,084 and $297,299 for the quarter ended March 31,
      2007 and 2006, respectively. On February 12, 2007, the Company raised $3,000,000
      in a private placement in the form of a sale of Series A convertible preferred
      stock and warrants to purchase common stock. Our capital requirements for the
      next 12 months, as they relate to further research and development relating
      to
      our product candidate, HIV-PV Vaccine I, have been and will continue to be
      significant. As of March 31, 2007, we have funded our operations through equity
      offerings whereby we raised an aggregate $7,237,757 since
      inception.




On
      November 29, 2005, the Company entered into an Investment Agreement with
      Dutchess Private Equities Fund, LP, a Delaware limited partnership based in
      Boston, Massachusetts ("Dutchess"). Under the terms of the Agreement, Dutchess
      has agreed to purchase from the Company up to $10,000,000 of the Company's
      common stock over a 24-month period. As of March 31, 2007, no shares have been
      issued under the agreement with Dutchess.




Based
      on
      our current operating plan, we believe that we have sufficient cash and cash
      equivalents to last approximately through August, 2008. 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
      August 2008. 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 cease operations.




10




**NOTE
      3-SUMMARY OF PRINCIPAL ACCOUNTING POLICIES**





Principles
      of Consolidation





The
      consolidated financial statements include the accounts of Bio-Bridge Science
      Inc. and its wholly owned subsidiaries, Bio-Bridge Science Corp. and Bio-Bridge
      Science (Beijing) Corp. Inter-company accounts and transactions have been
      eliminated in consolidation.





Economic
      and Political Risks





The
      Company faces a number of risks and challenges since its operation is in PRC
      and
      its primary market is in the PRC. We have operations in China, where we are
      currently engaged in pre-clinical testing of our HIV-PV Vaccine I product and
      other related activities. Our business operations may be adversely affected
      by
      the political environment in the PRC. The PRC has operated as a socialist state
      since 1949 and is controlled by the Communist Party of China. In recent years,
      however, the government has introduced reforms aimed at creating a "socialist
      market economy" and policies have been implemented to allow business enterprises
      greater autonomy in their operations. Changes in the political leadership of
      the
      PRC may have a significant effect on laws and policies related to the current
      economic reforms program, other policies affecting business and the general
      political, economic and social environment in the PRC, including the
      introduction of measures to control inflation, changes in the rate or method
      of
      taxation, the imposition of additional restrictions on currency conversion
      and
      remittances abroad, and foreign investment. These effects could substantially
      impair our business, profits or prospects in China. Moreover, economic reforms
      and growth in the PRC have been more successful in certain provinces than in
      others, and the continuation or increases of such disparities could affect
      the
      political or social stability of the PRC.





Use
      of
      Estimates





The
      preparation of the consolidated financial statements in conformity with
      generally accepted accounting principles 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 consolidated 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.





Cash
      and
      Cash Equivalents





For
      financial reporting purpose, the Company considers all highly liquid investments
      purchased with original maturity of three months or less to be cash equivalents.
      Cash of the Bio-Bridge Science (Beijing) Corporation, a subsidiary of the
      Company, is held in accounts at financial institutions, which are located in
      the
      PRC. The Company and subsidiaries have not experienced any losses in such
      accounts and do not believe that cash is exposed to any significant credit
      risk.
      All of BBS Beijing’s cash on hand and certain bank deposits are denominated in
      Renminbi ("RMB") and translated at the exchange rate at the end of the
      period.





Marketable
      Securities





The
      Company accounts for marketable securities using the guidance of SFAS No. 115,
      “Accounting for Certain Investments in Debt and Equity Securities ”. The
      Company’s investments in marketable securities is comprised of it’s investment
      in a mutual fund and we determined the marketable securities to be classified
      as
      trading securities. Trading
      securities are reported at fair value, with any changes in fair value during
      a
      period recorded as a charge or credit to net income (loss). Gains or losses
      realized upon sale of all securities are recognized in other income or expense
      at the time of sale.





Foreign
      Currency Translation





The
      Company’s financial information is presented in US dollars. The functional
      currency Renminbi (RMB) of the Company is translated into United States dollars
      from RMB at quarter / year-end exchange rates as to assets and liabilities
      and
      average exchange rates as to revenues and expenses. Capital accounts are
      translated at their historical exchange rates when the capital transactions
      occurred.





11





2007
              
              2006Quarter
                  / Year end RMB : US$ exchange rate
              
              
              7.7342
              
              
              7.8087Average
                  yearly RMB : US$ exchange rate
              
              
              7.7715
              
              
              7.9395





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.





In
      2006,
      Renminbi rose approximately 26 percent against the US dollar at the exchange
      rate of 7.81 to 1. The Chinese government manifested that it would adopt a
      more
      flexible exchange rate system. Therefore, it is expected that the RMB will
      appreciate against major currencies gradually in the future.





Income
      Taxes





The
      Company accounts for income tax using the liability method that allows for
      recognition of deferred tax benefits in future years. Under the liability
      method, deferred taxes are provided for the net tax effects of temporary
      differences between the carrying amounts of assets and liabilities for financial
      reporting purposes and the amounts used for income tax purposes. A valuation
      allowance is provided for deferred tax assets if it is more likely than not
      these items will either expire before the Company is able to realize their
      benefits, or that future utilization is uncertain.





Effective
      January 1, 2007, the Company adopted Financial Accounting Standards Board
      Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN
      48 ”) —an
      interpretation of FASB Statement No. 109, Accounting for Income
      Taxes .
      The
      Interpretation addresses the determination of whether tax benefits claimed
      or
      expected to be claimed on a tax return should be recorded in the financial
      statements. Under FIN 48 ,
      we may
      recognize the tax benefit from an uncertain tax position only if it is more
      likely than not that the tax position will be sustained on examination by the
      taxing authorities, based on the technical merits of the position. The tax
      benefits recognized in the financial statements from such a position should
      be
      measured based on the largest benefit that has a greater than fifty percent
      likelihood of being realized upon ultimate settlement. FIN
      48 also
      provides guidance on derecognition, classification, interest and penalties
      on
      income taxes, accounting in interim periods and requires increased disclosures.
      At the date of adoption, and as of March 31, 2007, the Company does not have
      a
      liability for unrecognized tax benefits.




The
      Company files income tax returns in the U.S. federal jurisdiction and various
      states. The Company is subject to U.S. federal or state income tax examinations
      by tax authorities for years after 2002. During the periods open to examination,
      the Company has net operating loss and tax credit carry forwards for U.S.
      federal and state tax purposes that have attributes from closed periods. Since
      these NOLs and tax credit carry forwards may be utilized
      in future periods, they remain subject to examination.




The
      Company also files tax returns with other jurisdictions including the PRC.
      These
      returns are subject to audit by the taxing authorities. The Company believes
      it
      files all returns properly.




The
      Company’s policy is to record interest and penalties on uncertain tax provisions
      as income tax expense. As of March 31, 2007, The Company has no accrued
      interest or penalties related to uncertain tax positions.




Comprehensive
      Income





Comprehensive
      income is defined to include all changes in equity except those resulting from
      investments by owners and distributions to owners. Among other disclosures,
      all
      items that are required to be recognized under current accounting standards
      as
      components of comprehensive income should be reported in a financial statement
      that is presented with the same prominence as other financial statements. The
      Company’s current components of comprehensive income are foreign currency
      translation adjustment a nd
      unrealised gain (loss) on securities.





Loss
      Per
      Share





Basic
      loss per share has been computed using the weighted average number of common
      shares outstanding during the period. Diluted loss per share is computed based
      on the weighted average number of common shares and all common equivalent shares
      outstanding during the period in which they are dilutive. Common equivalent
      shares consist of shares issuable upon the exercise of stock options (using
      the
      treasury stock method) or warrants. As of March 31, 2007 common stock
      equivalents consist of options convertible into 2,265,000 shares of the
      Company's common stock and warrants convertible into 3,000,000 shares of the
      Company's common stock. For the years ended December 31, 2006 and 2005, common
      equivalent shares have been excluded from the calculation of loss per share
      as
      their effect is anti-dilutive.




12




Stock-Based
      Compensation





The
      Company accounts for stock option and warrant grants issued to employees and
      non-employees using the guidance of the revised SFAS No. 123, “Accounting for
      Stock-Based Compensation” and 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,” whereby the fair value of such option and warrant
      grants is determined using the Black-Scholes-Merton option pricing model at
      the
      date of grant.





Marketable
      Securities





The
      Company accounts for marketable securities using the guidance of SFAS No. 115,
      “Accounting for Certain Investments in Debt and Equity Securities ”, whereby we
      determined the marketable securities to be classified as available-for-sale
      securities and accounts for the unrealized gain loss as comprehensive income
      or
      loss in the consolidated statement of operations. The realized gain or loss
      from
      the sale of the securities will be included in income form continuing
      operations.





Registration
      Payment Arrangements





The
      Company accounts for registration payment arrangements under Financial
      Accounting Standards board (FASB) Staff Position EITF 00-19-2, *Accounting
      for Registration Payment Arrangements* (“FSP
      EITF 00-19-2”). FSP EITF 00-19-2 specifies that the contingent obligation to
      make future payments under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5, *Accounting
      for Contingencies* .
      FSP
      EITF 00-19-2 was issued in December, 2006. The Company adopted FSP EITF 00-19-2
      effective January 1, 2007. Certain registration payment arrangements were
      included with a private placement of the Company’s preferred stock. The Company
      did not record any liability related to these registration payment arrangements
      because it determined there is a remote, if any, chance that the Company will
      be
      required to remit any payments for failing to obtain an effective registration
      statement.





Recent
      Accounting Pronouncements





In
      February 2007, the Financial
      Accounting Standards Board (FASB) issued
      FASB Statement No. 159, “The Fair Value Option for Financial Assets and
      Financial Liabilities  — Including an amendment of FASB Statement
      No. 115” (FAS 159). ** FAS 159,
      which becomes effective for the company on January 1, 2008, permits
      companies to choose to measure many financial instruments and certain other
      items at fair value and report unrealized gains and losses in earnings. Such
      accounting is optional and is generally to be applied instrument by instrument.
      The Company does not anticipate that an election, if any, of this fair-value
      option will have a material effect on its consolidated ** financial
      condition, results of operations, cash flows or disclosures.





In
      September 2006, the FASB issued FAS Statement No. 158, “Employers’
Accounting for Defined Benefit Pension and Other Postretirement Plans (an
      amendment of FASB Statements No. 87, 88, 106, and 132R”, ** (“FAS
      158”). FAS 158 requires an employer to: (a) recognize in its statement of
      financial position an asset for a plan’s overfunded status or a liability for a
      plan’s underfunded status; (b) measure a plan’s assets and its obligations
      that determine its funded status as of the end of the employer’s fiscal year,
      and; (c) recognize changes in the funded status of a defined benefit
      postretirement plan in the year in which the changes occur as a component of
      comprehensive income. The requirement to recognize the funded status of a
      benefit plan and the disclosure requirements are effective for the Company’s
      financial statements as of December 31, 2006. There was no impact on the
      Company’s consolidated financial statements for December 31, 2006. The
      requirement to measure plan assets and benefit obligations as of the date of
      the
      employer’s fiscal year-end statement of financial position is effective for
      financial statements issued for fiscal years ending after December 15,
      2008. The Company believes this Statement will not have a material effect on its
      consolidated ** financial
      condition, results of operations, cash flows or disclosures.





In
      September 2006, the FASB issued FAS No. 157 (“FAS 157”), “Fair
      Value Measurements,” which establishes a framework for measuring fair value in
      accordance with GAAP and expands disclosures about fair value measurements.
      FAS
      157 does not require any new fair value measurements but rather eliminates
      inconsistencies in guidance found in various prior accounting pronouncements.
      FAS 157 is effective for fiscal years beginning after November 15, 2007.
      The Company is currently evaluating the impact this standard will have on its
      consolidated ** financial
      condition, results of operations, cash flows or disclosures.





**NOTE 4
      - 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 also has 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. In addition, the issuance of preferred stock may decrease the market
      price of the common stock and may adversely affect the voting and other rights
      of the holders of common stock.




13




**ISSUANCE
      OF 4,000,000 PERFERRED SHARES AT $ 0.75 PER SHARE FOR TOTAL CONSIDERATION OF
      $3,000,000**




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. 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).
        The
        conversion price is $0.75 per share, subject to reset adjustments, but in
        no
        event below $0.50 per share.
 
 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 30, 2010, into 3,000,000 shares
        of the
        Company’s common stock for $1.00 per share.
 
 The
        $3,000,000 proceeds were allocated to the preferred stock and warrants based
        on
        their relative fair values. The Company determined the fair value of the
        warrants to be $693,177 using a Black-Scholes option pricing model with the
        following assumptions: expected volatility of 50%, a risk-free interest rate
        of
        3.40%, an expected term of 3 years, and 0% dividend yield.
 
 The
        Company determined the warrants are properly classified as an equity instrument
        and no value was recorded for the warrants as any value assigned would result
        in
        an increase and decrease to additional-paid-in-capital in the same amount.
        The
        conversion terms of the preferred stock resulted in a beneficial conversion
        feature valued at $1,293,320. The Company recorded a charge to retained earnings
        for $1,293,320 representing a deemed dividend to the preferred stockholders
        with
        the offset recorded in additional paid in capital.





Common
      Stock





The
      following represents transactions involving the purchases of the Company's
      common stock for cash categorized by period (for the period from the date of
      inception to March 31, 2007):





**2002:**


**ISSUANCE
      OF 13,750,000 SHARES AT $0.00004 PER SHARE FOR TOTAL CONSIDERATION OF $550**


**ISSUANCE
      OF 7,461,090 SHARES AT $0.0468 PER SHARE FOR TOTAL CONSIDERATION OF $349,180**


**ISSUANCE
      OF 1,875,000 SHARES AT $0.12 PER SHARE FOR TOTAL CONSIDERATION OF $225,000**





**2003:**


**ISSUANCE
      OF 3,508,425 SHARES AT $0.12 PER SHARE FOR TOTAL CONSIDERATION OF $421,011**


**ISSUANCE
      OF 201,200 SHARES AT $0.32 PER SHARE FOR TOTAL CONSIDERATION OF $64,387**





**2004:**


**ISSUANCE
      OF 434,600 SHARES PER SHARE AT $0.12 FOR TOTAL CONSIDERATION OF $52,150**


**ISSUANCE
      OF 1,125,275 SHARES PER SHARE AT $0.32 FOR TOTAL CONSIDERATION OF $360,086**


**ISSUANCE
      OF 1,616,000 SHARES AT $0.50 PER SHARE FOR TOTAL CONSIDERATION OF $807,998**




**2005:**


**ISSUANCE
      OF 2,179,947 SHARES AT $0.50 PER SHARE FOR TOTAL CONSIDERATION OF
      $1,089,974**





**2006:**


**ISSUANCE
      OF 540,348 SHARES AT $1.20 PER SHARE FOR TOTAL CONSIDERATION OF
      $648,417**


**SALE
      OF 100,000 SHARES AT $1.20 PER SHARE TO BE ISSUED FOR TOTAL CONSIDERATION OF
      $120,000**


**SALE
      OF 140,000 SHARES AT $0.75 PER SHARE TO BE ISSUED FOR TOTAL CONSIDERATION OF
      $105,000**





**ISSUANCE
      OF COMMON STOCK FOR SERVICES**




On
      February 9, 2006, the Company and CEOcast, Inc. entered into an investor
      relations consulting agreement. The Company agreed to pay $5,000 a month and
      issue 72,000 shares of common stock for investor relations services to be
      rendered during the six month period following the signing of the agreement.
      36,000 shares of common stock were granted on February 9, 2006 ô and
      were
      valued at $64,800 based on the closing price of the Company’s common stock of
      $1.80 per share at the grant date. 36,000 additional shares of common stock
      were
      granted on May 9, 2006 and were valued at $75,600 based on the closing price
      of
      the Company’s common stock of $2.10 per share at the grant date. The Company has
      amortized the total of $140,400 as compensation cost in 2006.




14





On
      March
      6, 2006, we engaged CH Capital LLC for financial consulting services and agreed
      to issue a total of 50,000 shares of common stock for these financial consulting
      services. 25,000 shares were issued on March 6, 2006 and an additional 25,000
      shares were issued on September 6 2006. The fair value of the 50,000 shares
      was
      $101,250 and was determined as follows: the value of the first 25,000 shares
      was
      calculated using the closing share price of $1.80 on March 6, 2006 and the
      value
      of the remaining 25,000 shares was calculated using the closing share price
      of
      $2.25 on September 6, 2006. As of December 31, 2006, the Company had amortized
      $83,506 as compensation cost. As of March 31, 2007, the Company had amortized
      $17,744 as compensation cost.





On
      March
      23 2007, the Company granted each of three directors 10,000 shares respectively
      of restricted common stock for one year of board service. The fair value of
      30,000 shares was determined to be $30,000 based on the closing price of the
      shares when granted, and was recorded as compensation cost.





**EXERCISE
      OF STOCK OPTIONS**





In
      2004,
      200,000 shares of common stock were issued at $0.001 per share for a cash
      payment of $200 from an exercise of stock options.





In
      2005,
      options for 328,116 shares of common stock at $0.001 per share were exercised
      (including 300,000 options owned by Columbia China Capital Group). The shares
      were not issued by the transfer agent as of December 31, 2005 and were recorded
      as common stock to be issued in the accompanying consolidated balance sheet.
      The
      shares were issued in 2006.





During
      2006, 50,000 shares of common stock were issued at $0.001 per share for a cash
      payment of $50 from an exercise of options by Adam Friedman Associates,
      LLC.





During
      the first quarter of 2007, 415,675 shares of common stock were issued at $0.001
      per share for cash payments of a total $416 from three investors, of which
      395,675 shares were owned by Columbia China Capital Group.




ISSUANCE
      OF OPTIONS AND WARRANTS




During
      2004, the Company issued to Columbia China Capital Group, Inc. an option to
      purchase 1,342,675 shares of common stock at $.001 per share to be exercised
      within a three-year period in consideration for financial consulting services
      to
      be provided over a two-year period The options were granted outside the
      Company's stock option plan. On December 1, 2004, 200,000 of these options
      were
      exercised. The options were valued at their fair value of $670,098 at the date
      of grant, which was determined by the Black-Scholes valuation method using
      the
      following assumptions: no expected dividend yield; risk-free interest rates
      of
      3.4%; expected lives of 3 years; and estimated volatility of 85% based on recent
      history of the stock price in the industry. The Company revalued the fair value
      of the options at the end of each reporting period in accordance with EITF
      96-18
      and determined there was no significant change to the initial valuation. The
      value of the options issued was amortized over the two- year term of the service
      agreement. Amortization for such amount was $251,287 in 2005 and $279,208 in
      2004, and was reflected in the accompanying consolidated statement of
      operations for each period, respectively. On October 17, 2005, Columbia China
      Capital Group, Inc. exercised 300,000 of these options. On October 18, 2005,
      the
      Company reached agreement with Columbia China Capital Group, Inc to voluntarily
      give up 350,000 options. As such, the remaining unamortized balance of deferred
      compensation of $139,604 was charged to operations during the year ended
      December 31, 2005. On January 9, 2006 and March 2, 2006, the Company reached
      agreement with Columbia China Capital Group, Inc. to voluntarily give up
      additional 72,000 and 25,000 options, respectively. On February 16, 2007,
      Columbia China Capital Group exercised 395,675 options. As a result, Columbia
      China Capital Group no longer owns any options.




On
      December 1, 2004, the Company issued 100,000 shares of its common stock and
      an
      option to purchase an additional 50,000 shares of its common stock at $0.001
      per
      share to Richardson & Patel, LLC in consideration for past legal services.
      The shares issued were valued at $50,000, their fair value at the date of
      issuance. The options granted were valued at $24,954 at the date of grant,
      which
      was determined by the Black-Scholes valuation method, using the following
      assumptions: no expected dividend yield; risk-free interest rates of 3.4%;
      expected lives of 3 years; and estimated volatility of 85 percent based on
      recent history of the stock price in the industry. The value of the options
      $24,954 was reflected as a consulting expense in 2004.




On
      July
      1, 2005, the Company issued to two individual consultants an option to purchase
      20,000 shares of common stock at $.001 per share to be exercised within a
      three-year period in consideration for scientific advisory service to be
      provided over a one-year period, and all of these shares were exercised at
      the
      time when they were granted. The options granted were valued at $9,982 at the
      date of grant, which was determined by the Black-Scholes valuation method,
      using
      the following assumptions: no expected dividend yield; risk-free interest rates
      of 3.4%; expected lives of 3 years; and estimated volatility of 70 percent
      based
      on recent history of the stock price in the industry. The Company revalued
      the
      fair value of the options at the end of each reporting period in accordance
      with
      EITF 96-18 and determined there was no significant change to the initial
      valuation. The value of the options issued was reflected as deferred
      compensation and is being amortized over the one- year term of the service
      agreement. The consulting expense had been completely amortized in 2005 and
      2006.




15




On
      October 14, 2005, the Company issued to Mr. Liang Qiao, MD, the Company's chief
      executive officer, an option to purchase 600,000 shares of common stock at
      $0.55
      per share to be exercised with a ten-year (10) period. The options granted
      were
      valued at $157,770 at the date of grant, which was determined by the
      Black-Scholes valuation method, using the following assumptions: no expected
      dividend yield; risk-free interest rates of 3.4%; expected lives of four years;
      and estimated volatility of 70 percent based on recent history of the stock
      price in the industry. The value of the options will be amortized over the
      three
      year vesting period. For quarter ended March 31, 2007, $78,898 has been
      amortized and included in the accompanying statement of operations.




On
      October 14, 2005, the Company issued to 25 employees options to purchase
      1,345,000 shares of common stock at $0.5 per share to be exercised with a
      ten-year (10) period. The options granted were valued at $369,045 at the date
      of
      grant, which was determined by the Black-Scholes valuation method, using the
      following assumptions: no expected dividend yield; risk-free interest rates
      of
      3.4%; expected lives of 4 years; and estimated volatility of 70 percent based
      on
      recent history of the stock price in the industry. The value of the options
      will
      be amortized over the three year vesting period. For quarter ended March 31,
      2007, $183,008 has been amortized and included in the accompanying consolidated
      statement of operations.




On
      November 2, 2005, the Company issued to Mr. Wenhui Qiao (the Company's director
      and president) and Mr. Chuen Huei (Kevin) Lee (the Company's CFO) an option
      to
      purchase 300,000 shares of common stock at $0.001 per share. The options granted
      were valued at $149,738 at the date of grant, which was determined by the
      Black-Scholes valuation method, using the following assumptions: no expected
      dividend yield; risk-free interest rates of 3.4%; expected lives of 4 years;
      and
      estimated volatility of 70 percent based on recent history of the stock price
      in
      the industry. The value of the stock options of $149,738 was reflected as
      consulting expense in 2005.




On
      November 2, 2005, the Company issued to Adam Friedman Associates, LLC, the
      Company's investor relations consultant, an option to purchase 50,000 shares
      of
      common stock at $0.001 per share to be exercised within a one-year period in
      consideration for financial consulting service to be provided over a one-year
      period. The options were exercised in the second quarter of 2006 The options
      granted were valued at $24,952 at the date of grant, which was determined by
      the
      Black-Scholes valuation method, using the following assumptions: no expected
      dividend yield; risk-free interest rates of 3.4%; expected lives of 1.5 years;
      and estimated volatility of 70 percent based on recent history of the stock
      price in the industry. The value of the options was being amortized over the
      one- year term of the service agreement.




On
      November 2, 2005, the Company issued to Ms. Ma Suifang, the Company's financial
      consultant, an option to purchase 8,116 shares of common stock at $.001 per
      share. The options granted were valued at $4,051 at the date of grant, which
      was
      determined by the Black-Scholes valuation method, using the following
      assumptions: no expected dividend yield; risk-free interest rates of 3.4%;
      expected lives of 3 years; and estimated volatility of 70 percent based on
      recent history of the stock price in the industry. The value of the stock
      options of $4,051 was reflected as consulting expense in 2005.




On
      July
      1, 2006, the Company issued options to two consultants to purchase 10,000 shares
      of common stock, individually. The options granted were valued at $44,982 at
      the
      date of grant, which was determined by the Black-Scholes valuation method,
      using
      the following assumptions: no expected dividend yield; risk-free interest rates
      of 3.4%; expected lives of 3 years; and estimated volatility of 49 percent
      based
      on recent history of the stock price in the industry. For the quarter ended
      March 31, 2007, $33,736 has been amortized and included as consulting expense
      in
      the accompanying statement of operations.




In
      November 2006, we issued a warrant to purchase common stock to an investor
      to
      purchase 50,000 shares of common stock at $1.20 per share with a term of three
      years. No cashless exercise is allowed for the warrant. The investor also
      purchased 33,333 shares of common stock at $0.75 per share in that
      transaction.





**INVESTMENT
      AGREEMENT**





On
      November 29, 2005, the Company entered into an Investment Agreement with
      Dutchess Private Equities Fund, LP, a Delaware limited partnership based in
      Boston, Massachusetts ("Dutchess"). Under the terms of the Agreement, Dutchess
      has agreed to purchase from the Company up to $10,000,000 of the Company's
      common stock over a 24-month period. After a registration statement covering
      the
      resale of up to 2,000,000 shares of the Company's common stock is declared
      effective, the Company has the right to deliver a put notice and sell to
      Dutchess (i) $100,000 of its common stock or (ii) 200% of the average daily
      volume of its for the 10 trading days prior to the put notice date, multiplied
      by the average of three daily closing bid prices immediately preceding the
      put
      date. The purchase price per share identified in each put notice will be equal
      to 95% of the lowest closing best bid price of the Company's common stock during
      five trading days after the applicable put notice date. Pursuant to the terms
      of
      the Agreement, the Company has the right to control the timing and amount of
      stock sold to Dutchess. The Company is not entitled to submit a put notice
      until
      after the closing of the previous put notice. Pursuant to the Agreement, upon
      receipt of a put notice, Dutchess will be required to purchase from the Company
      during the applicable pricing period a number of shares having an aggregate
      purchase price equal to the lesser of (i) the put amount identified in the
      put
      notice, and (ii) 20% of the aggregate trading volume of the Company's common
      stock during the pricing period multiplied by the lowest closing bid price
      during the applicable pricing period. In addition, the Agreement requires the
      Company to pay a registered broker dealer 2.5% of the put amount on each draw
      toward the placement agent fee up to a total cumulative amount of $10,000.
      The
      Agreement terminates upon the earlier to occur of the following events: (i)
      when
      Dutchess has purchased an aggregate $10,000,000 in the Company's common stock,
      or an aggregate of 2,000,000 shares of the Company's common stock; and (ii)
      on
      the date which is 24 months after the effective date of the registration
      statement.




16




On
      November 29, 2005, the Company and Dutchess entered into a Registration Rights
      Agreement. Pursuant to the Registration Rights Agreement, the Company is
      required to file a registration statement within 30 days for purposes of
      registering the resale of 2,000,000 shares of common stock to be issued under
      the terms of the Agreement. Other than in respect of this transaction, there
      are
      no material relationships between the Company and Dutchess, or their respective
      affiliates.





The
      Company filed with the SEC a registration statement on Form SB-2 under the
      Securities Act with respect to the common stock being offered in this offering
      on December 30, 2005 and was declared effective in the first quarter of 2006.
      As
      of March 31, 2007, the Company has not used any equity line under the
      Agreement.





**NOTE
      5-STOCK OPTION PLAN**





On
      December 1, 2004, the Company’s shareholders approved the 2004 Stock Incentive
      Plan The 2004 Stock Incentive Plan provides for the grant of incentive stock
      options to our employees, and for the grant of non-statutory stock options,
      restricted stock, stock appreciation rights and performance shares to our
      employees, directors and consultants. The Company has reserved a total of
      2,000,000 shares of its common stock for issuance pursuant to the 2004 Stock
      Incentive Plan. The 2004 Stock Incentive Plan does not provide for automatic
      annual increases in the number of shares available for issuance under the plan.
      As of March 31, 2007, 1,965,000 options had been granted under this
      plan.





The
      administrator determines the exercise price of options granted under our 2004
      Stock Incentive Plan, but the exercise price must not be less than 85% of the
      fair market value of our common stock on the date of grant. In the event the
      participant owns 10% or more of the voting power of all classes of our stock,
      the exercise price must not be less than 110% of the fair market value per
      share
      of our common stock on the date of grant. With respect to all incentive stock
      options, the exercise price must at least be equal to the fair market value
      of
      our common stock on the date of grant. The term of an incentive stock option
      may
      not exceed 10 years, except with respect to any participant who owns 10% of
      the
      voting power of all classes of our outstanding stock or the outstanding stock
      of
      any parent or subsidiary of ours, which the term must not exceed five years
      and
      the exercise price must equal at least 110% of the fair market value on the
      grant date. The administrator determines the term of all other options; however,
      no option will have a term in excess of 10 years from the date of
      grant.





The
      following table summarizes the stock option activity under the plan and outside-
      the- plan issuances:


Weighted
                    AverageOptions Granted
              
              Exercise
                  PriceOutstanding
                  at December 31, 2003 and prior
              
              
              --
              
              
              --Granted
              
              
              1,392,675
              
              $
              0.001Exercised
              
              
              200,000
              
              $
              0.001Returned
              
              
              --
              
              
              --Outstanding
                  at December 31, 2004
              
              
              1,192,675
              
              $
              0.001Granted
              
              
              2,323,116
              
              $
              0.44Exercised
              
              
              (328,116
              )
              $
              0.001Returned
              
              
              (350,000
              )
              $
              0.001Outstanding
                  at December 31, 2005
              
              
              2,837,675
              
              $
              0.36Granted
              
              
              20,000
              
              $
              0.001Exercised
              
              
              (50,000
              )
              $
              0.001Withdraw
              
              
              (122,000
              )
              $
              0.1Outstanding
                  at December 31,2006
              
              
              2,685,675
              
              $
              0.37Exercised
              
              
              (415,675
              )
              $
              0.001Withdraw
              
              
              (5,000
              )
              $
              0.001Outstanding
                  at March 31,2007
              
              
              2,265,000
              
              $
              0.44Exercisable
                  at March 31,2007
              
              
              1,307,500
              
              $
              0.38





17





The
      following table summarizes information about stock options outstanding as of
      March 31, 2007:





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
            
            
            2,265,000
            
            $
            0.44
            
            
            1
            
            
            1,307,500
            
            $
            0.382,265,000
            
            
            
            
            
            
            
            
            1,307,500





The
      total
      deferred compensation expense for the outstanding value of unvested stock
      options was $203,155 as of March 31, 2007, which will be recognized over a
      weighted average period of 12 months.








**NOTE 6
      - COMMITMENTS AND CONTINGENCIES**





Construction
      in progress





In
      May
      2003, the Company acquired a land use right for approximately 2.8 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 HIV-PV Vaccine I. As of December 31, 2005, the Company has
      received all necessary permits and approvals. a The general plans for
      development include the construction of a laboratory facility (“Phase One”) and
      construction of an administrative office building (“Phase Two”).The Company
      estimates the total project costs for Phase One will be approximately $2,100,000
      to $2,200,000. At March 31, 2007, Phase One construction and internal -clean
      room decoration was substantially complete at a cost of approximately
      $1,674,000, and is recorded as construction in progress. At March 31, 2007,
      $155,155 is due to the contractors of Phase One for the completed construction
      and internal clean room decoration and is recorded as due to contractors. The
      Company estimates the remaining costs associated with Phase One will be
      approximately $400,000 to $500,000, primarily for permanent electrical and
      steam
      equipment the Company intends to have installed. At March 31, 2007, the Company
      had not negotiated any contracts for the purchase of any of the electrical
      and
      steam equipment. The Company estimates the purchase and installation of the
      electrical and steam equipment to be completed by July, 2007. In addition,
      the
      Company estimates the cost of laboratory equipment it will need to purchase
      before Phase One can be used as the Company intends Phase One to be used will
      be
      approximately $800,000 to $1,000,000. At March 31, 2007, the Company had not
      negotiated any contracts for the purchase of any of the laboratory equipment.
      The Company estimates the purchase and installation of the laboratory equipment
      to be completed by July, 2007. At March 31, 2007, Phase Two was still in the
      design stage. The Company estimates total project costs for Phase Two will
      be
      approximately $1,000,000. The Company estimates that construction may begin
      on
      Phase Two after 2008, but currently has no plans for Phase Two
      construction.




Lease
      commitment




As
      of
      March 31, 2007, the Company had remaining outstanding commitments with respect
      to its non-cancelable operating lease for its office in Oak Brook, IL, of which
      $11,225 is due in 2007 and none thereafter, and its office in Beijing, PRC
      (which is leased from Mr. Wenhui Qiao, the Company's director and president),
      of
      which $4,655 is due in 2007 and none thereafter.




Rental
      expense for the quarter ended March 31, 2007 and 2006 was $11,390 and $12,135,
      respectively.




Royalty
      and License Arrangements




Mr.
      Liang
      Qiao, M.D., the Company's co-founder and chief executive officer, is one of
      the
      two co-inventors of the Company's core technology that was assigned to Loyola
      University Chicago in April 2001. Under an agreement with Loyola University
      Chicago, the Company has 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, 2007, the Company
      had not generated any revenues from the sale of any products under development,
      nor had the Company received any revenues from sublicenses.




Distribution
      Agreement




On
      November 21, 2005, we entered into an exclusive distribution agreement with
      Xinhua Surgical Instruments Co. Ltd., located in Shandong, China. Under this
      agreement, we were granted exclusive distribution rights for all Xinhua
      surgical instruments in the United States, which are subject to FDA approval.
      Our minimum turnover requirement to retain exclusivity begins in the second
      year in the amount of $50,000 and increases to $60,000 during the third year
      and
      increases 10% annually thereafter. We are responsible for advertising and
      marketing expenses in connection with distribution of Xinhua surgical
      instruments in the United States. Subject to minimum turnover requirements,
      our
      exclusivity rights in the United States will be extended unless we fail to
      fulfill the minimum turnover requirements. On December 6, 2005, we received
      confirmation from the FDA of our registration as a medical device establishment,
      which enables us to perform initial distributor and repackager operations.
      This
      confirmation is not FDA approval of any product or any of our activities. It
      is
      neither a license, nor a certification. We began marketing Xinhua surgical
      instruments that meet the criteria for Class I medical devices under FDA rules,
      which do not require pre-market notification to the FDA.




18





**Item
      2. Management's Discussion and Analysis or Plan of Operation**





Some
      of
      the statements made by us in this Quarterly Report on Form 10-QSB 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:





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





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





o
      our
      ability to complete product development;





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





o
      our
      ability to design and market new products successfully;





o
      our
      failure to acquire new customers in the future;





o
      deterioration of business and economic conditions in our markets;





o
      intensely competitive industry conditions; and





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 Funded Enterprise of the People's Republic of China
      ("Bio-Bridge (Beijing)") and Bio-Bridge Science Corporation, a Cayman Islands
      corporation.





**OVERVIEW**




Bio-Bridge
      Science, Inc. is a development stage company whose subsidiaries are focused
      on
      the commercial development of HIV-PV Vaccine I technology. 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.




Since
      inception, we have generated few revenues. We incurred net losses of $358,084
      and $297,299 for the three months ended March 31, 2007 and 2006, respectively.
      As of March 31, 2007, we had an accumulated deficit of $5,589,324 and a working
      capital of $2,303,270. As of March 31, 2007, we have funded our operations
      through equity offerings whereby we raised an aggregate $7,218,872 since
      inception. In the first quarter of 2007, the Company raised $2,999,960 in a
      private placement in the form of a sale of shares of Series A convertible
      preferred stock and warrants to purchase common stock. Our capital requirements
      for the next 12 months, as they relate to further research and development
      relating to our product candidates, have been and will continue to be
      significant.





**Plan
      of Operation**




Our
      primary corporate focus is on the commercial development of our first potential
      vaccine product, HIV-PV Vaccine I, through our subsidiaries. In addition, we
      will bring in more potential vaccine candidates to our product pipeline. 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 HIV-PV
      Vaccine I and other potential 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.




19





We
      plan
      to develop three more products in the near future to diversify our potential
      product offerings, and these new potential products are summarized as
      follows:





o
            HPV
                preventive and therapeutic vaccines - an oral vaccine that will be
                used to
                prevent and treat HPV6, 11, 16, 18, 31, 45, and 58 infection (cover
                >90% of HPV causing cervical cancer).




o
            Colon
                cancer therapeutic vaccine--an oral vaccine that treats CEA+ colon
                cancer.




o
            Mucosal
                adjuvant -- an adjuvant that can be used to enhance vaccines efficacy
                in
                elderly, e.g. for influenza virus vaccine for age over
                60.




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 able
      to
      be produced in our GMP facility, we will submit application for clinical trials
      with the 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
      entered into a cooperative agreement with the Institute of Basic Medical
      Sciences at the Chinese Academy of Medical Sciences, a leading medical research
      institute in China, to research and develop a human papillomavirus polyvalent
      vaccine using prokaryotic expression system (HPV vaccine) on March 9, 2007.
      This
      vaccine is designed to prevent from infection by human papillomavirus types
      6,
      11, 16, 18, 31, 45, and 58, which will prevent more types of HPV infection
      than
      the current vaccines in the market.




We
      also
      plan to conduct the pre-clinical trials for colon cancer vaccine and mucosal
      adjuvant in cooperation with leading medical research institutes in China in
      the
      second half of 2007. We estimate that we will complete the pre-clinical trial
      of
      HPV vaccine by early 2008 and enter clinical trials in the second half of 2008.
      As we discussed previously, clinical trial for therapeutic vaccine is expected
      to last 2 to 3 years. The clinical trial for preventive vaccine will last
      longer, most likely 5 to7 years, according to our estimate. All the technology
      applied in the new product candidates is based on the technology co-developed
      by
      our CEO, Liang Qiao, M.D. 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 these vaccines for pre-clinical and clinical
      trials.




To
      date
      we have funded our operations from funds we raised in private offerings. During
      2006, we sold 780,345 shares of common stock at a price of $0.75 or $1.20 per
      share to 47 investors in private placements, and raised gross proceeds of
      $848,376. In the first quarter of 2007, we raised another US$3 million through
      a
      Series A preferred stock private placement. During the next twelve months,
      we
      still need to raise additional 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 completion the construction of our Phase two
      laboratory and administrative facility in China, which we estimate will cost
      approximately $3 million for total Phase I and II project works and the
      potential acquisition activities in China. We estimate that our capital
      requirements for the next twelve months will be as follows:




o
            approximately
                $0.7million for our laboratory/bio-manufacturing facility’ steam and
                electricity work for Phase I laboratory manufacturing facility project
                in
                Beijing, China;




o
            approximately
                $1.0 million to purchase advanced laboratory equipment and supplies
                for
                our vaccine production;




o
            approximately
                $0.5 million to finish Phase I clinical study and the preparatory
                work;




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




o
            approximately
                $0.6 million for pre-clinical trials on HPV vaccines, colon cancer
                vaccine, and mucosal adjuvant.




In
      addition, we estimate that the total cost to bring our HIV-PV Vaccine I product
      to market in China will be $10 million for the therapeutic vaccine, and an
      additional $6 million for the preventative vaccine. We expect that the
      therapeutic vaccine can be brought to market in 2 to 3 years and the preventive
      vaccine can be brought to market in 5 to 7 years, if we are successful in
      raising the funds to complete development of the vaccine. As of March 31 of
      2007, our cash/cash equivalents and marketable securities position was $
      2,602,684. We will still have to raise additional funds through the public
      or
      private sales of our securities, loans, or a combination of the foregoing to
      proceed 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 and may
      be
      forced to scale back.




20




We
      signed
      an exclusive agency agreement with Xinhua Surgical Instruments Co. Ltd. to
      distribute its operational instruments in the United States end of 2005. We
      are
      currently forming a sales team and seeking collaboration with local distributors
      and developing markets for Xinhua instruments. As these activities will take
      significant amount of time, we do not expect to generate any significant
      revenues in the next 12 months.




Another
      major corporate focus is to acquire other profitable vaccine companies in China.
      Such an acquisition may help support our development of HIV vaccines by stable
      operational cash flows from acquisition targets and provide skillful work force
      as well as distribution channels. We expect an acquisition may boost
      our vaccine product lines and solidify our strategy to be a leading vaccine
      manufacturer in China in the future. We cannot assure you that we will find
      and
      have the funds to acquire a vaccine company.





**Results
      of Operations**





**Three-month
      period ended March 31, 2007 and March 31, 2006**





During
      the quarter ended March 31, 2006, we had revenues of $181 The cost of revenue
      was $56, which was 31% of the total revenue During the quarter ended March
      31,
      2007, we had revenues of $357, The cost of revenue was $227, which was 64%
      of
      the total revenue. The increase of the cost of sales was due to the increase
      of
      purchase prices. All these revenue were due to our selling surgical instrument
      in the United States Since we entered into this agreement. We have established
      a
      sales inventory of Xinhua’s surgical instruments, printed marketing materials
      such as catalogs and post cards, compiled a list of potential customers, started
      forming a sales force, and implemented a strategic marketing plan for selling
      Xinhua’s instruments.  We
      believe that the revenue will increase in the future as a result of these
      efforts.





For
      the
      quarter ended March 31, 2007, research and development expenses were $43,545
      as
      compared to $16,558 for the quarter ended March 31, 2006. The increase of
      $26,987 is due primarily to the pre-clinical trail development of our HIV-PV
      Vaccine I, and the continuing hiring of the research and development
      staff.





For
      the
      quarter ended March 31, 2007, general and administrative expenses were $298,989
      as compared to $276,100 for the quarter ended March 31, 2006. The decrease
      of
      $22,889 is due primarily to decreases in consulting expense.





For
      the
      quarter ended March 31, 2007, selling and distribution expenses were $5,473
      as
      compared to $5,888 for the quarter ended March 31, 2006. The decrease of $415
      is
      due primarily to decreases in shipping expense.





For
      the
      quarter ended March 31, 2007, interest and other income (loss) was $3,413 as
      compared to $1,122 for the quarter ended March 31, 2006. The increase of $2,291
      is due primarily to an increase in cash balances.





Net
      loss
      for the quarter ended March 31, 2007, was $358,084 as compared to $297,299
      for
      the quarter ended March 31, 2006. This increase in net loss is attributable
      primarily to the increase in research and development expenses.





**Liquidity
      and Capital Resources**





Our
      principal sources of liquidity are cash and cash equivalent balances, which
      were
      $728,567 at March 31, 2007 and $210,489 at March 31, 2006. Also we had
      marketable securities of $ 1,874,117 as of March 31, 2007. These marketable
      securities were classified as trading securities and we estimate these
      marketable securities will provide us with ample liquidity.





Net
      cash
      used in operating activities was $516,502 for the quarter ended March 31, 2007
      and $187,553 for the quarter ended March 31, 2006. The increase was due
      primarily to an increase in research and development expenses.





Net
      cash
      used in investing activities was $1,918,396 for the quarter ended March 31,
      2007
      and $201,174 for the quarter ended March 31, 2006. This change was due to the
      purchase of marketable securities, fixed assets and construction in
      process.





Net
      cash
      provided by financing activities was $2,999,960 in the quarter ended March
      31,
      2007 compared to $205,704 in the quarter ended March 31, 2006. This was mainly
      due to proceeds from the issuance of preferred stock in 2007





To
      date,
      our operations have been funded through issuances of our common stock and
      preferred stock whereby we raised an aggregate $7,237,757 from inception through
      March 31, 2007.





Based
      on
      our current operating plan we believe that we have sufficient cash and cash
      equivalents to last approximately through August 2008. 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
      August 2008. 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 adversely affected and we could be forced
      to curtail operations.





21




**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.




Stock-Based
      Compensation





On
      January 1, 2006, the Company adopted Statement of Financial Accounting Standards
      No. 123 (revised 2004), “Share-Based Payment,” (SFAS 123R) which requires the
      measurement and recognition of compensation expense for all stock-based awards
      based upon the grant-date fair value of those awards. We previously accounted
      for our stock-based awards under SFAS No. 123, "Accounting for Stock-Based
      Compensation" which was similar to SFAS 123R whereby the fair value of option
      and warrant grants was determined using the Black-Scholes option pricing model
      at the date of grant We adopted SFAS No. 123R, and its related implementation
      guidance as promulgated by both the Financial Accounting Standards Board (
      the
      "FASB"), and the Securities and Exchange Commission ("SEC") Staff Accounting
      Bulletin ("SAB") No 107 (“SAB 107”), associated with the accounting for
      stock-based compensation arrangements of our employees and directors. These
      pronouncements require that equity-based compensation cost be measured at the
      grant date (based upon an estimate of the fair value of the compensation
      granted) and recorded to expense over the requisite service period, which
      generally is the vesting period.





The
      Company estimates the fair value of equity-based compensation utilizing the
      Black-Scholes option pricing model. This model requires the input of several
      factors such as the expected option term, expected volatility of our stock
      price
      over the expected term, expected risk-free interest rate over the expected
      option term, and an estimate of expected forfeiture rate, and is subject to
      various assumptions. We believe this valuation methodology is appropriate for
      estimating the fair value of stock options granted to employees and directors
      which are subject to SFAS 123R requirements These amounts are estimated and
      thus
      may not be reflective of actual future results, nor amounts ultimately realized
      by recipients of these grants. These amounts, and the amounts applicable to
      future quarters, are also subject to future quarterly adjustments based upon
      a
      variety of factors.





The
      Company continues to apply the provisions of 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” (EITF 96-18) for our non-employee
      stock-based awards. Under EITF 96-18, the measurement date at which the fair
      value of the stock-based award is measured is equal to the earlier of 1) the
      date at which a commitment for performance by the counterparty to earn the
      equity instrument is reached or 2) the date at which the counterparty’s
      performance is complete. We recognize stock-based compensation expense for
      the
      fair value of the vested portion of non-employee awards in our consolidated
      statements of operations.




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, or SFAS No. 144, which was
      adopted on January 1, 2002. SFAS No. 144 supersedes SFAS No. 121, Accounting
      for
      the Impairment of Long-Lived Assets and for Long- Lived Assets To Be Disposed
      of, or SFAS No. 121. Our long-lived assets consist of land use right, notes,
      fixed assets, construction in process, and prepaid consulting fees. We regularly
      evaluate our long-lived assets, including our intangible 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, 2007 we performed an
      evaluation of our long-lived assets and noted no impairment.




Research
      and Development Costs




We
      account for research and development expense under the guidance of SFAS No.2,
      Accounting for Research and Development Costs, which was adopted in October
      1974. Research and development costs are charged to operations as incurred.
      Our
      research and development costs include salaries of research and development
      personnel, contract service expense for conducting pre-clinical trial study
      for
      Beijing Institute of Radiation Medicine. The larger amount on pre-clinical
      development of our HIV-PV Vaccine I on laboratory animals, and the continuing
      hiring of the research and development staff caused our research and development
      cost was higher in the first quarter of 2007 than the same period in
      2006.




22




Registration
      Payment Arrangements





The
      Company accounts for registration payment arrangements under Financial
      Accounting Standards board (FASB) Staff Position EITF 00-19-2, *Accounting
      for Registration Payment Arrangements* (“FSP
      EITF 00-19-2”). FSP EITF 00-19-2 specifies that the contingent obligation to
      make future payments under a registration payment arrangement should be
      separately recognized and measured in accordance with SFAS No. 5, *Accounting
      for Contingencies* .
      FSP
      EITF 00-19-2 was issued in December, 2006. The Company adopted FSP EITF 00-19-2
      effective January 1, 2007. Certain registration payment arrangements were
      included with a private placement of the Company’s preferred stock in the first
      quarter of 2007. The Company did not record any liability related to these
      registration payment arrangements because it determined there is a remote,
      if
      any, chance that the Company will be required to remit any payments for failing
      to obtain an effective registration statement.




**Recent
      Accounting Pronouncements**





Recent
      Accounting Pronouncements





In
      February 2007, the Financial
      Accounting Standards Board (FASB) issued
      FASB Statement No. 159, “The Fair Value Option for Financial Assets and
      Financial Liabilities-Including an amendment of FASB Statement No. 115”
(FAS 159). ** FAS 159,
      which becomes effective for the Company on January 1, 2008, permits
      companies to choose to measure many financial instruments and certain other
      items at fair value and report unrealized gains and losses in earnings. Such
      accounting is optional and is generally to be applied instrument
      by instrument. Most of the provisions apply only to entities that elect the
      fair
      value option. However, the amendment to SFAS No. 115, "Accounting for
      Certain Investments in Debt and Equity Securities," applies to all entities
      with
      available for sale and trading securities. The Company does not anticipate
      that
      election, if any, of this fair-value option will have a material effect on
      its
      consolidated financial condition, results of operations, cash flows or
      disclosures.





In
      September 2006, the FASB issued Statement No. 158, “Employers’ Accounting
      for Defined Benefit Pension and Other Postretirement Plans (an amendment of
      FASB
      Statements No. 87, 88, 106, and 132R”, ** (“FAS
      158”). FAS 158 requires an employer to: (a) recognize in its statement of
      financial position an asset for a plan’s overfunded status or a liability for a
      plan’s underfunded status; (b) measure a plan’s assets and its obligations
      that determine its funded status as of the end of the employer’s fiscal year,
      and; (c) recognize changes in the funded status of a defined benefit
      postretirement plan in the year in which the changes occur as a component of
      comprehensive income. The requirement to recognize the funded status of a
      benefit plan and the disclosure requirements are effective for the Company’s
      financial statements as of December 31, 2006. There was no impact on the
      Company’s consolidated financial statements. The requirement to measure plan
      assets and benefit obligations as of the date of the employer’s fiscal year-end
      statement of financial position is effective for financial statements issued
      for
      fiscal years ending after December 15, 2008. The Company believes this
      Statement will not have a material effect on its
      consolidated ** financial
      condition, results of operations, cash flows or disclosures.





In
      September 2006, the FASB issued FAS No. 157 (“FAS 157”), “Fair
      Value Measurements,” which establishes a framework for measuring fair value in
      accordance with GAAP and expands disclosures about fair value measurements.
      FAS
      157 does not require any new fair value measurements but rather eliminates
      inconsistencies in guidance found in various prior accounting pronouncements.
      FAS 157 is effective for fiscal years beginning after November 15, 2007.
      The Company is currently evaluating the impact this standard will have on its
      consolidated ** financial
      condition, results of operations, cash flows or disclosures.




**Lease
      Commitment**




As
      of
      March 31, 2007, We had remaining outstanding commitments with respect to its
      non-cancelable operating lease for our office in Oak Brook, IL, of which $11,225
      is due in 2007 , and our office in Beijing, PRC (which is leased from Wenhui,
      Qiao, our director and president), of which $4,655, is due in 2007 and none
      thereafter.




**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, 2007, we had not generated
      any
      revenues from the sale of any products under development, nor had we received
      any revenues from sublicenses.




23




**Contractual
      Obligations**




Payments
      due under contractual obligations at March 31, 2007 mature as
      follows:


Payments
                  due by period ($ in thousands)Contractual
                  Obligations
              
              Total
              
              Less
                  than 1 year
              
              1
                  to 3 yearsLease
                  obligation
              
              
              16
              
              
              16
              
              
              --Total
              
              $
              16
              
              $
              16
              
              
              --





**Item
      3. 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
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





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 accures 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. The preferred
      stock has a liquidation preference of $0.75 per share and no voting rights.





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).
      The
      conversion price is $0.75 per share, subject to reset adjustments, but in no
      event below $0.50 per share. The warrants are exercisable through January 30,
      2010 into 3,000,000 shares of common stock for $1.00 per share.





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
      following conditions were all met with respect to this transaction: (1) we
      did
      not advertise this issuance in any public medium or forum, (2) we did not
      solicit any investors with respect to this issuance, (3) we did not publicize
      any portion of the purchase or sale of the shares issued, (4) none of the shares
      issued were offered in conjunction with any public offering, (5) neither we
      nor
      the investors paid any fees to any finder or broker-dealer in conjunction with
      this issuance.





24





**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





**Item
      6. Exhibits**





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





**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**By: Dr. Liang Qiao*
            *Dated: May 15, 2007**Chief
                Executive Officer*










25





**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 Sotck 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.





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