UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q





x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934





For the quarterly period ended: March 31, 2011





or





 ̈
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 registrant as specified in its charter)




Delaware
20-1802936(State or other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)1801 South Meyers Road, Suite 220, Oakbrook Terrace, Illinois, 60181(Address of principal executive offices, Zip Code)(630) 613-9687(Issuer's telephone number including area code)





Check whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes xNo  ̈




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




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


Large accelerated filer  ̈              Accelerated filer  ̈             Non-accelerated filer  ̈             Smaller Reporting Company x





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




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




45,070,245Shares of Common Stock, Par Value $0.001 Per Share, Outstanding as of March 31, 2011.











BIO-BRIDGE SCIENCE, INC.


FORM 10-Q


For the Three Months Ended March 31, 2011 And 2010





TABLE OF CONTENTS




PagePART I – FINANCIAL INFORMATIONItem 1.
Financial Statements

3Condensed Consolidated Balance Sheets as of March 31, 2011 (Unaudited) and December 31, 2010

3Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2011 and 2010

4Unaudited Condensed Consolidated Statements of Changes in Equity for the three months ended March 31, 2011

5Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2011 and 2010

6Notes to the Unaudited Condensed Consolidated Financial Statements

7Item 2.
Management's Discussion and Analysis of Financial Conditions and Results of Operation

12Item 3.
Quantitative and Qualitative Disclosure About Market Risk

17Item 4.
Controls and Procedures

17PART II – OTHER INFORMATIONItem 1.
Legal Proceedings

18Item 1A.
Risk Factors

18Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds

18Item 3.
Defaults Upon Senior Securities

18Item 4.
Submission of Matters to a Vote of Security Holders

18Item 5.
Other Information

18Item 6.
Exhibits

18SIGNATURES

18EXHIBIT INDEX

19





2


PART I - FINANCIAL INFORMATION


Item 1.  Financial Statements


BIO-BRIDGE SCIENCE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED BALANCE SHEETS




March 31


December 312011


2010(Unaudited)ASSETSCurrent AssetsCash and cash equivalents

$
123,552


$
245,869Accounts receivable, net


2,514



4,165Receivable from sale of subsidiary


-



39,231Inventories, net


55,772



63,282Prepaid expenses and other current assets


46,233



44,850Total Current Assets


228,071



397,397Property and equipment, net


2,756,540



2,824,849Land use right, net


346,039



347,620TOTAL ASSETS

$
3,330,650


$
3,569,866LIABILITIES AND EQUITYCurrent LiabilitiesAccounts payable

$
57,729


$
16,120Accrued expenses and other payables


136,820



64,110Due to director


25,111



23,757Derivative liabilities


224,943



170,551Total Current Liabilities


444,603



274,538EquityCommon stock, $0.001 par value, 100,000,000 shares authorized, 45,070,245 shares issued and outstanding


45,070



45,070Additional paid-in capital


19,006,771



18,987,707Subscription receivable


(210,325
)


(210,325
)Stock to be issued


520,600



520,600Accumulated other comprehensive income


415,353



426,626Accumulated deficit


(16,947,712
)


(16,576,534
)Total Bio-Bridge Science, Inc. Shareholders’ Equity


2,829,757



3,193,144Noncontrolling Interests


56,290



102,184Total Equity


2,886,047



3,295,328TOTAL LIABILITIES AND EQUITY

$
3,330,650


$
3,569,866





See accompanying notes to the condensed consolidated financial statements





3





BIO-BRIDGE SCIENCE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS


(Unaudited)




Three Months Ended March 312011


2010Revenue

$
15,133


$
24,828Cost of goods sold


7,687



12,131Gross profit


7,446



12,697Research and development costs


51,113



88,336Selling and distribution expenses


16,200



22,146General and administrative expenses


302,011



1,826,444Loss from operations


(361,878
)


(1,924,229
)Other income (expense):Interest expense


(803
)


(860
)Unrealized gain on trading securities


-



6,741Change of fair value of derivative liability


(54,391
)


-Dividend income


-



3,559Loss from continuing operations


(417,072
)


(1,914,789
)Loss from discontinued operations


-



(28,569
)Net Loss


(417,072
)


(1,943,358
)Loss from continuing operations attributable to noncontrolling interests


45,894



26,302Loss from discontinued operations attributable to noncontrolling interests


-



13,223Net loss attributable to Bio-Bridge Science, Inc.


(371,178
)


(1,903,833
)Preferred stock dividends


-



21,200Net loss attributable to common shareholders

$
(371,178
)

$
(1,925,033
)Net loss per share, attributable to common shareholders, basic and diluted

$
(0.01
)

$
(0.05
)Weighted average shares outstanding, basic and diluted


45,070,245



38,183,573





See accompanying notes to the condensed consolidated financial statements





4





BIO-BRIDGE SCIENCE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY


For The Three Months Ended March 31, 2011


(Unaudited)




Common Stock


Additional

Paid-in


Subscription


Stock To


Accumulated

Other

Comprehensive


Accumulated


Non

ControllingShares


Amount


Capital


Receivable


Be Issued


Income


Deficit


Interest


TotalBALANCE December 31, 2010


45,070,245


$
45,070


$
18,987,707


$
(210,325
)

$
520,600


$
426,626


$
(16,576,534
)

$
102,184


$
3,295,328Fair value of vested options


-



-



19,064



-



-



-



-



-



19,064Currency translation loss


-



-



-



-



-



(11,273
)


-



-



(11,273
)Net Loss


-



-



-



-



-



-



(371,178
)


(45,894
)


(417,072
)BALANCE March 31, 2011 (Unaudited)


45,070,245


$
45,070


$
19,006,771


$
(210,325
)

$
520,600


$
415,353


$
(16,947,712
)

$
56,290


$
2,886,047





See accompanying notes to the condensed consolidated financial statements





5





BIO-BRIDGE SCIENCE, INC. AND SUBSIDIARIES


CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS


(Unaudited)




Three Months Ended March 312011


2010CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(417,072
)

$
(1,943,358
)Adjustments to reconcile net loss to net cash used in operating activities:Loss from discontinued operations


-



28,569Depreciation


73,909



84,242Amortization of land use right


4,963



5,484Fair value of vested options


19,064



46,822Fair value of warrants issued to directors


-



1,521,805Unrealized gain on trading securities


-



(6,741
)Change in fair value of derivative liability


54,392



-Change in operating assets and liabilities:Accounts receivable


1,651



(11,451
)Inventories


7,510



(59,929
)Prepaid expense and other assets


(1,383
)


(50,433
)Accounts payable


41,509



81,386Accrued expenses and other payables


72,710



(257,303
)Payable to contractors


-



(42,471
)Net cash used in operating activities-continuing operations


(142,747
)


(603,378
)Net cash used in operating activities-discontinued operations


-



(95,611
)Net cash used in operating activities


(142,747
)


(698,989
)CASH FLOWS FROM INVESTING ACTIVITIESReceivable from sale of subsidiary


39,231



-Purchase of property and equipment


-



(33,684
)Net cash used in investing activities-continuing operations


39,231



(33,684
)Net cash used in investing activities-discontinued operations


-



(4,395
)Net cash used in investing activities


39,231



(38,079
)CASH FLOWS FROM FINANCING ACTIVITIESDue to director


1,454



4,176Net cash provided by financing activities - continuing operations


1,454



4,176NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS


(102,062
)


(732,892
)Effect of exchange rate changes on cash


(20,255
)


1,586Cash and cash equivalents, beginning of period


245,869



1,481,851CASH AND CASH EQUIVALENTS, END OF PERIOD

$
123,552


$
750,545SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIESExtinguishment of derivative recorded as contribution to capital

$
-


$
176,032Accrual of preferred stock dividend payable in common stock

$
-


$
21,200Payment of preferred stock dividend in shares of common stock

$
-


$
95,400





See accompanying notes to the condensed consolidated financial statements





6





BIO-BRIDGE SCIENCE, INC. AND SUBSIDIARIES


NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


FOR THE THREE MONTHS ENDED MARCH 31, 2011 AND 2010 (UNAUDITED)





NOTE 1 - BASIS OF PRESENTATION





The accompanying unaudited condensed consolidated financial statements of Bio Bridge Science Inc. and Subsidiaries (the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and pursuant to the requirements for reporting on Form 10-Q and Regulation S-K for scaled disclosures for smaller reporting companies. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the 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, 2010 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on April 15, 2011. These interim financial statements should be read in conjunction with that report.





NOTE 2 - ORGANIZATION AND PRINCIPAL ACTIVITIES





Bio-Bridge Science, Inc (the “Company”) was incorporated in the State of Delaware on October 26, 2004.  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 (“BBS”), a Cayman Islands corporation, in exchange for 29,971,590 shares of its common stock, and as a result, BBS became a wholly owned subsidiary of Bio-Bridge Science, Inc. The acquisition was accounted for as a reverse merger (recapitalization) with BBS deemed to be the accounting acquirer, and the Company the legal acquirer.





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





In June of 2009, the Company entered into an equity joint venture contract to purchase 51 percent of Bio-Bridge JRS Biosciences (Beijing) Co., Ltd. (“Bio-Bridge JRS”).




Going Concern




The accompanying consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. As reflected in the accompanying consolidated financial statements, the Company had a net loss of $417,072 and used cash in operations of $114,796 for the three months ended March 31, 2011, and had an accumulated deficit of $16,947,712 as of March 31, 2011.  These factors raise substantial doubt about the Company’s ability to continue as a going concern, which is dependent upon the Company’s ability to raise additional funds to implement its business plan. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.





Based on our current operating plan, we believe that we have sufficient cash and cash equivalents to last approximately through July 2011. 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 July 2011. Additional financing, whether through public or private equity or debt financing, arrangements with stockholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either medium or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cut back our operations.





7


NOTE 3 - SUMMARY OF PRINCIPAL ACCOUNTING POLICIES





Principles of Consolidation





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





Use of Estimates





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




Impairment of Long-Lived Assets





Authoritative guidance issued by the FASB establishes guidelines regarding when impairment losses on long-lived assets, which include property and equipment, should be recognized, and how impairment losses should be measured.





Management regularly reviews property, equipment and other long-lived assets for possible impairment. This review occurs quarterly, or more frequently if events or changes in circumstances indicate the carrying amount of the asset may not be recoverable.  If there is indication of impairment, then management prepares an estimate of future cash flows (undiscounted and without interest charges) expected to result from the use of the asset and its eventual disposition.  If these cash flows are less than the carrying amount of the asset, an impairment loss is recognized to write down the asset to its estimated fair value.  Management’s assumptions about cash flows and discount rates require significant judgment.  Factors we consider important that could trigger an impairment review include significant underperformance relative to historical or projected future operating results, significant changes in the manner of the use of our assets or the strategy for our overall business, and significant negative industry or economic trends. For the three months ended March 31, 2011, there was no impairment of long-lived assets recorded.





Derivative Financial Instruments





The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. For stock-based derivative financial instruments, the Company uses the Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.





Financial Assets and Liabilities Measured at Fair Value.





The Company reports fair value measurements in accordance with authoritative guidance issued by the FASB. Fair value is defined in the authoritative guidance as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels as follows:





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


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


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





The Company is required to use observable market data if such data is available without undue cost and effort.





The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of:





March 31, 2011Level 1


Level 2


Level 3


TotalFair value of options and warrants

$
-


$
-


$
224,943


$
224,943$
-


$
-


$
224,943


$
224,943





8


December 31, 2010:Level 1


Level 2


Level 3


TotalFair value of options and warrants

$
-


$
-


$
170,551


$
170,551$
-


$
-


$
170,551


$
170,551





Foreign Currency Translation





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





2011


2010US$ to RMB exchange rate on January 1


6.5895



6.8273US$ to RMB exchange rate on March 31


6.5483



6.8258Average US$ to RMB exchange rate for the three months ended March 31


6.5790



6.8272





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.





Comprehensive Income





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





Three months ended March 312011

2010Net loss attributable to Bio-Bridge Science, Inc.

$
(371,178
)

$
(1,888,487
)Foreign currency translation gain


11,273



1,257Comprehensive loss

$
(359,905
)

$
(1,887,230
)





Loss Per Share





Basic loss per share is computed by dividing net loss attributable to Bio-Bridge Science, Inc.’s common shareholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share calculation gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method.  Common equivalent shares consist of shares issuable upon the exercise of stock options or warrants.  As of March 31, 2011, common stock equivalents were composed of options convertible into 3,082,000 shares of the Company's common stock and warrants convertible into 9,414,942 shares of the Company's common stock.  For the three months ended March 31, 2011 and 2010, common equivalent shares have been excluded from the calculation of loss per share as their effect is anti-dilutive.





Concentrations





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





Cash denominated in Renminbi (“RMB”) with a US dollar equivalent of $98,636 and $186,978 at March 31, 2011 and December 31, 2010, respectively, was held in accounts at financial institutions located in the PRC.  In addition, the Company maintains funds in bank accounts in the US which at times may exceed the federally insured balance of $250,000. The Company and its subsidiaries have not experienced any losses in such accounts and do not believe the cash is exposed to any significant risk.





For the three months ended March 31, 2011, two customers accounted for 31% of total sales (24%, and 7%, respectively).  At March 31, 2011, two customers accounted for 96% of accounts receivable (74%, and 22%, respectively).





9


Recent Accounting Pronouncements





Recently issued accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") have either been implemented or are not significant to the Company.





NOTE 4 - DISCONTINUED OPERATIONS





On July 31, 2008, the Company acquired 51 percent of the outstanding capital interest of Bio-Bridge Xinheng Baide Biotechnology Co., Ltd. (“Bio-Bridge XBB”). On December 11, 2010, we completed the sale of the 51 percent interest in Bio-Bridge XBB. The following table summarizes certain selected components of discontinued operations for the disposed Bio-Bridge XBB for the 3 months ended March 31, 2010:


3 Months Ended

March 31, 2010Revenue

$
35,429Loss from discontinued operations


(28,569
)Loss attributable to noncontrolling interests


13,223Loss from discontinued operations applicable to Bio-Bridge Science, Inc.

$
(15,346
)Loss per share from discontinued operations – Basic and Diluted

$
(0.00
)





During the quarter ended March 31, 2011, we received payment of $39,231 receivable from the sale of Bio-Bridge XBB.





NOTE 5 - INVENTORIES





Inventories consist of the following at:





March 31, 2011


December 31, 2010(Unaudited)Raw materials

$
18,384


$
18,207Finished goods


84,388



92,075(Inventory reserve)


(47,000
)


(47,000
)Inventories, net

$
55,772


$
63,282





NOTE 6 - STOCK OPTION AND WARRANTS





At March 31, 2011, stock options outstanding were as follows:





Number of

Options


Weighted Average

Exercise PriceOutstanding at December 31, 2010


3,082,000


$
0.37Granted


-



-Exercised


-



-Forfeited


-



-Outstanding at March 31, 2011 (unaudited)


3,082,000


$
0.37





The following table summarizes information about stock options outstanding and exercisable as of March 31, 2011:





Options Outstanding

Options ExercisableRange of Exercise

Prices

Number of

Shares

Weighted Average

Exercise Price

Weighted Average

Remaining Life (years)

Number of

Shares

Weighted Average

Exercise Price$0.001 to $0.55

3,082,000

$
0.37

5.79

2,978,000

$
0.37





10


Information relating to stock options at March 31, 2011 summarized by exercise price is as follows:




Exercise price


Number of

Shares Outstanding


Remaining

life (years)


Number of

Shares Exercisable


Weighted average

exercise price$
0.001



400,000



5.08



400,000


$
0.00$
0.001



20,000



1.50



20,000


$
0.00$
0.001



3,000



8.55



3,000


$
0.00$
0.001



400,000



9.75



400,000


$
0.00$
0.47



390,000



8.55



352,500


$
0.06$
0.50



897,000



5.00



897,000


$
0.14$
0.52



240,000



8.55



190,000


$
0.04$
0.55



600,000



5.08



600,000


$
0.11$
0.50



132,000



9.00



115,500


$
0.02$
0.001 to 0.55



3,082,000


1.50 to 9.00



2,978,000


$
0.37





The aggregate intrinsic value of 3,082,000 options outstanding and 2,978,000 options exercisable as of March 31, 2011 were $1,127,257 and $1,102,172, respectively. The aggregate intrinsic value for the options is calculated as the difference between the price of the underlying awards and quoted price of the Company’s common shares for the options that were in-the-money as of March 31, 2011.





At March 31, 2011, warrants outstanding were as follows:





Number of Shares

Under Warrants


Weighted Average

Exercise PriceWarrants outstanding at December 31, 2010


9,414,942


$
0.94Warrants granted


-


$
-Warrants expired


-


$
-Warrants outstanding and exercisable at March 31, 2011


9,414,942


$
0.94





The following table summarizes information about warrants outstanding and exercisable at March 31, 2011:





Warrants Outstanding and ExercisableNumber of Shares

Under Warrants


Exercise Price

Expiration Date

Weighted Average Exercise Price183,333


$
0.75

June 4, 2011

$
0.01183,333


$
1.20

June 4, 2013

$
0.021,724,138


$
0.725

July 2, 2012

$
0.131,724,138


$
1.10

July 2, 2013

$
0.201,000,000


$
0.725

July 9, 2012

$
0.081,000,000


$
1.10

July 9, 2013

$
0.123,000,000


$
1.00

January 20, 2015

$
0.32300,000


$
0.725

December 15, 2014

$
0.02300,000


$
1.00

December 15, 2015

$
0.049,414,942


$
0.75 to 1.20



$
0.94





The aggregate intrinsic value of 9,414,942 warrants outstanding and exercisable as of March 31, 2011 was $45,362, based on the trading price as of the period then ended.





NOTE 7 – DERIVATIVE LIABILITY





The strike price of options and warrants issued by the Company, and the conversion feature in the Company’s preferred stock previously outstanding, are denominated in US dollars, a currency other than the Company’s functional currency, RMB.  Under authoritative guidance issued by the FASB these instruments are not considered indexed to the Company’s own stock and therefore the fair value of certain of the Company’s options and warrants, and the conversion feature of the preferred stock previously outstanding, are characterized as derivative liabilities.  The FASB’s guidance requires the fair value of these liabilities be re-measured at the end of every reporting period with the change in value reported in the statement of operations.





At March 31, 2011, the Company had 3,082,000 options and 9,414,942 warrants outstanding.  The Company determined that, among the outstanding options and warrants, 2,962,000 of the options and 9,088,276 of the warrants were issued pursuant to share-based payments and therefore were not subject to the liability accounting.





11


At March 31, 2011 and December 31, 2010, the derivative liabilities were valued using the Black-Scholes-Merton valuation technique with the following assumptions:





March 31, 2011

(unaudited)


December 31, 2010Risk-free interest rate


0.26
%


0.27
%Expected volatility


195.4
%


202.3
%Expected life (in years)

0.2 to 2.2 years


0.4 to 2.4 yearsExpected dividend yield


0.00
%


0.00
%Fair Value:Options and warrants

$
224,943


$
170,551





The risk-free interest rate is based on the yield available on U.S. Treasury securities.  The Company estimates volatility based on the historical volatility if its common stock.  The expected life of the options and warrants and conversion feature are based on the expiration date of the related options and warrants and convertible preferred stock.  The expected dividend yield was based on the fact that the Company has not paid dividends to common shareholders in the past and does not expect to pay dividends to common shareholders in the future.





For the three months ended March 31, 2011, $54,392 was recorded as loss on change in fair value of derivative liability.





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





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





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





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





·
our ability to complete product development;





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





·
our ability to design and market new products successfully;





·
our ability to acquire new customers in the future;





·
deterioration of business and economic conditions in our markets; and





·
intensely competitive industry conditions.





As used in this Quarter Report on Form 10-Q, unless the context requires otherwise, we refer to Bio-Bridge Science, Inc. and subsidiaries, including Bio-Bridge Science Corporation, a Cayman Islands corporation; Bio-Bridge Science (Beijing) Co. Ltd. (“Bio-Bridge Beijing”), a People's Republic of China (“PRC”) company; Bio-Bridge Science Holding Co. Ltd. (“Bio-Bridge Holding”), a Cayman Islands corporation; Bio-Bridge Science (HK) Co. Ltd. (“Bio-Bridge HK”), a Hong Kong company; and Bio-Bridge JRS Biosciences (Beijing) Co. Ltd. (“Bio-Bridge JRS”), a 51% owned PRC company, as “we,” “us,” “our,” “Bio-Bridge” and the “Company”.





OVERVIEW





Bio-Bridge Science, Inc. is a biotechnology company whose subsidiaries are focused on the commercial development of HIV-PV Vaccine I, HPV vaccine, colon cancer vaccine, mucosal adjuvant and the manufacture and sale of vaccine production-related materials. Bio-Bridge Beijing is conducting our vaccine development and Bio-Bridge JRS is producing cell culture medium for sales in the near future.





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





Plans of Operation





Vaccine Development





The vaccine development is being undertaken by our 100% owned subsidiary, Bio-Bridge Beijing. We intend to develop and obtain regulatory approval for commercial sale of the following vaccines and products: (i) an HIV vaccine (HIV-PV Vaccine I) designed to prevent and treat infection by the human immunodeficiency virus, or HIV, (ii) an HPV vaccine, (iii) a colon cancer therapeutic vaccine, and (iv) other related potential products. The HIV and colon cancer vaccines in development are based on the technology platform co-developed by Dr. Liang Qiao, our Chief Executive Officer and a professor at Loyola University Chicago. The technology platform is owned by Loyola University Chicago. In June 2002, Loyola University Chicago exclusively licensed this technology to our subsidiary Bio-Bridge Science Corporation with respect to development and sales in the territories of the People's Republic of China, Japan and the United States.





We also plan to conduct the pre-clinical trials for colon cancer vaccine and HPV vaccine. We estimate that we will begin the pre-clinical trial of colon cancer vaccine and that of HPV vaccine when funding is available. We expect to enter clinical trials of colon cancer vaccine and HPV vaccine pending satisfactory results of the pre-clinical trials and the availability of funds. The clinical trial for therapeutic vaccine is expected to last three years. Since we use the same technology platform, we expect to use the same GMP facility in Beijing, China, to produce the HIV vaccine and colon cancer vaccine for pre-clinical and clinical trials. To date, we have not commenced clinical testing of the colon cancer or HPV vaccines, nor have they been approved by China's State Food and Drug Administration (“SFDA”) or any other regulatory agency.





After we produce sufficient HIV-PV Vaccine I samples in our facility we plan to submit an application with the Beijing branch of the SFDA for approval to conduct clinical trails. Upon receipt of approval from the Beijing branch of the SFDA we plan to enter and conduct Phase I, II and III human clinical trials.





To date we have funded our operations from funds we raised in private offerings. We will need to raise capital through an offering of our securities or from loans to continue research and development of our various vaccine product candidates in China, as well as conducting joint venture activities in China. We estimate that our capital requirements for the next two years will be as follows:





·
approximately $1.2 million for preparatory work and Phase I clinical study of HIV-PV Vaccine I;





·
approximately $0.8 million for working capital and general corporate needs; and





·
approximately $1.0 million for pre-clinical trials on colon cancer vaccine and HPV vaccine.





After SFDA approval to conduct clinical trials, we expect that the therapeutic vaccine may be brought to market in three to five years and the preventive vaccine may be brought to market in five to seven years, if we are successful in raising funds to complete development of the vaccines. As of March 31, 2011, our cash and cash equivalents was $123,552. Although we have raised capital in private placements, we will still need to raise additional funds through the public or private sales of our securities, loans, or a combination of the foregoing to meet our planned operations. We cannot guarantee that financing will be available to us, on acceptable terms or at all. We also may borrow from local banks in China given that our land use right and laboratory facility could be used as collateral for borrowing. If we fail to obtain other financing, either through an offering of our securities or by obtaining additional loans, we may be unable to develop our planned projects as scheduled and may be forced to scale back.





Acquisitions of and Joint Venture in Companies Complementary to The Company





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





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Joint Venture Bio-Bridge JRS





On June 9, 2009, Bio-Bridge Science (HK) Co., Ltd., entered into an equity joint venture contract with JR Scientific Inc. (“JRS”), a California based manufacturer of classical and custom cell culture medium and sera products, and several other investors to form a new cell culture medium joint venture in Beijing, China. The registered capital of the joint venture is RMB 10,000,000 (approximately US $1,464,000). The Company invested RMB 5,100,000 (approximately US $732,000) in cash in the joint venture for 51% of the equity. JRS contributed certain technology for 15% of the equity. The balance of the equity was purchased by other investors, including 11% that was purchased by China Diamond, a company controlled by Trevor Roy, one of our directors. On October 16, 2009, the business license was issued by the Beijing Administration for Industry and Commerce of the PRC, indicating approval of the formation of the joint venture, Bio-Bridge JRS Biosciences (Beijing) Co., Ltd. (“Bio-Bridge JRS”), which was officially established at the end of October 2009.





Bio-Bridge JRS subsequently leased a facility in Beijing, China for operations. The plant was fitted-out and major equipment has been purchased and installed. The fit-out has been completed and the facility is rated for all-year production, including conditions of extreme cold, heat, and humidity. The major production technology has been transferred from JRS to the Bio-Bridge JRS technicians, and cell culture medium samples have been produced.  The produced samples have been tested against those produced by our major competitors, and have performed very well. We expect that Bio-Bridge JRS will begin to formally produce and sell cell culture medium and related products during 2011.





The Bio-Bridge JRS plant continues to produce sample quantities of cell culture medium, and introduce same to targeted clients. Ramp up to full-scale production has been delayed by the installation of a large homogenizing blender, which will increase single-batch fulfillment capability to 150,000 liters. Full-scale production is scheduled to begin during the second quarter of 2011. The board has used the delay to commission fresh market studies, the result of which indicates a whole-market movement towards low/no-serum medium. With the addition of Bio-Bridge JRS's planned custom media capabilities slated for commission in the third quarter of 2011, Bio-Bridge JRS will be well-positioned to benefit from this fundamental market change.





Distribution of Xinhua Surgical Instruments





We signed an exclusive agency agreement with Xinhua Surgical Instruments Co. Ltd. (“Xinhua”) to distribute its products in the United States at the end of 2005. The agreement was superseded by a new agreement signed with Xinhua on March 17, 2008.  The March 17, 2008 agreement has been amended on several occasions, with the most recent amendment on December 9, 2009. Under the most recent terms of the agreement, we have been granted exclusive distribution rights for all Xinhua surgical instruments in the United States, Australia, New Zealand and Costa Rica. Our minimum order placement requirement for these four areas in the first year calculated from the signing date will be $55,000 and increases by 10% over the previous year’s minimum order placement annually thereafter. We are responsible for advertising and marketing expenses in connection with distribution of Xinhua surgical instruments in these areas. Our exclusivity rights in these four areas will be extended unless we fail to fulfill the minimum order placement requirements. We are currently seeking collaboration with distributors and developing markets for Xinhua instruments. Inventory has been purchased, imported, and is stocked at our corporate headquarters. A website was developed for business to consumer and business to business sales of Xinhua products. We have been pursuing marketing initiatives such as, advertising online through Google AdWords and other sites, as well as, through traditional methods like direct mail and sales calls. Additionally, we have been participating and responding to bid requests and requests for quotations from government, educational, and business organizations.





Surgical instruments are regulated by the Food and Drug Administration (FDA) in the United States.  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 does not represent an FDA approval of any product or any of our activities. It is neither a license, nor a certification. We began selling 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.





Results of Operation





Three Months Ended March 31, 2011





For the three months ended March 31, 2011 and 2010, total sales, consisting solely of the sales of Xinhua surgical instruments, were $15,133 and $24,828, and the cost of goods sold were $7,687 and $12,131, respectively.





For the three months ended March 31, 2011 and 2010, research and development expenses were $51,113 and $88,336, respectively. The decrease of $37,223 is due to the reduction in our research activities.





For the three months ended March 31, 2011 and 2010, general and administrative expenses were $302,011 and $1,826,445, respectively. The difference primarily resulted from the compensation cost of $1,521,805 for issuing common stock warrants during the three months ended March 31, 2010.





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For the three months ended March 31, 2011 and 2010, selling and distribution expenses, related solely to the sales of Xinhua surgical instruments, were $16,200 and $22,146, respectively.





For the three months ended March 31, 2011 and 2010, interest expenses, related solely to the fluctuations in the exchange rate of US Dollar to Chinese RMB for our subsidiaries in China, were $803 and $860, respectively.





Net loss for the three months ended March 31, 2011 and 2010 were $417,072 and $1,914,789, respectively. The difference of $1,497,717 primarily resulted from the compensation cost of $1,521,805 for issuing common stock warrants during the three months ended March 31, 2010.





Liquidity and Capital Resources





Our principal sources of liquidity are cash and cash equivalent balances, which was $123,552 at March 31, 2011.





Net cash used in operating activities for the three months ended March 31, 2011 and 2010 were was $114,769 and $603,378 respectively. The difference resulted primarily from the change in operating assets and liabilities.





Net cash provided by investing activities for the three months ended March 31, 2011 was $39,231 and net cash used in investment activities for the three months ended March 31, 2010 was $33,684.





Net cash provided by financing activities for the three months ended March 31, 2011 and 2010 were was $1,454 and $4,176 respectively.





To date, our operations have been funded through issuances of our common stock and preferred stock whereby we raised an aggregate $8,665,888 from inception through March 31, 2011.





Based on our current operating plan, we believe that we have sufficient cash and cash equivalents to last approximately through July 2011. 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 July 2011. Additional financing, whether through public or private equity or debt financing, arrangements with stockholders or other sources to fund operations, may not be available, or if available, may be on terms unacceptable to us. Our ability to maintain sufficient liquidity is dependent on our ability to raise additional capital. If we issue additional equity securities to raise funds, the ownership percentage of our existing stockholders would be reduced. New investors may demand rights, preferences or privileges senior to those of existing holders of our common stock. Debt incurred by us would be senior to equity in the ability of debt holders to make claims on our assets. The terms of any debt issued could impose restrictions on our operations. If adequate funds are not available to satisfy either medium or long-term capital requirements, our operations and liquidity could be materially adversely affected and we could be forced to cut back our operations.





Critical Accounting Policies





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





Use of Estimates





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





Revenue Recognition





The Company recognizes revenue from the sales of products in accordance with Securities and Exchange Commission (“SEC”) Staff Accounting Bulletin (“SAB”) No. 104, when persuasive evidence of an order arrangement exists, delivery has occurred, the sales price is fixed or determinable and collectibility is reasonably assured.  Generally, these criteria are met at the time the product is shipped to customers when title and risk of loss have transferred.





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Accounts Receivable





Accounts receivables are recognized and carried at original invoiced amount less an allowance for any uncollectible accounts. The Company uses the aging method to estimate the valuation allowance for anticipated uncollectible receivable balances.  Under the aging method, bad debts determined by management are based on historical experience as well as the current economic climate and are applied to customers' balances categorized by the number of months the underlying invoices have remained outstanding.  The valuation allowance balance is adjusted to the amount computed as a result of the aging method.  When facts subsequently become available to indicate that an adjustment to the allowance should be made, this is recorded as a change in estimate in the current year.





Stock-Based Compensation





The Company periodically issues stock options and warrants to employees and non-employees in non-capital raising transactions, for services, and for financing costs. The Company accounts for stock option and warrant grants issued and vesting to employees based on the authoritative guidance provided by the Financial Accounting Standards Board (“FASB”). The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with the authoritative guidance of the FASB whereas the value of the stock compensation is based upon the measurement date as determined at either a) the date at which a performance commitment is reached, or b) at the date at which the necessary performance to earn the equity instruments is complete. Non-employee share-based compensation charges generally are amortized over the vesting period on a straight-line basis. In certain circumstances where there are no future performance requirements by the non-employee, option grants are immediately vested and the total share-based compensation charge is recorded in the period of the measurement date.





The fair value of Bio-Bridge’s common stock option grants are estimated using the Black-Scholes-Merton option pricing model, which uses certain assumptions related to risk-free interest rates, expected volatility, expected life of the common stock options, and future dividends. Compensation expense is recorded based upon the value derived from the Black-Scholes option pricing model, and based on actual experience. The assumptions used in the Black-Scholes-Merton option pricing model could materially affect compensation expense recorded in future periods.





Impairment of Long-Lived Assets





We review long-lived assets whenever events or changes in circumstances indicate the carrying amount of an asset may not be recoverable in accordance with the authoritative guidance provided by the FASB.  Our long-lived assets, such as property and equipment, are reviewed for impairment when events and circumstances indicate that depreciable or amortizable long lived assets might be impaired and the undiscounted cash flows estimated to be generated by those assets are less than the carrying amount of those assets. When specific assets are determined to be unrecoverable, the cost basis of the asset is reduced to reflect the current value.





We use various assumptions in determining the current fair value of these assets, including future expected cash flows and discount rates, as well as other fair value measurements. Our impairment loss calculations require us to apply judgment in estimating future cash flows, including forecasting useful lives of the assets and selecting the discount rate that reflects the risk inherent in future cash flows.  If actual results are not consistent with our assumptions and judgments used in estimating future cash flows and asset fair values, we may be exposed to future impairment losses that could be material to our results.





Inventory Valuation





Inventories are stated at the lower of cost or market.  Market is defined as current replacement cost, except that market should not exceed the net realizable value and should not be less than net realizable value reduced by an allowance for an approximately normal profit margin. The cost of inventories is determined by using the first-in, first-out method. We perform a monthly analysis of our inventory balances to determine if the carrying amount of inventories exceeds their net realizable value. Our determination of estimated net realizable value is based on customer orders, market trends and historical pricing. If the carrying amount exceeds the estimated net realizable value, the carrying amount is reduced to the estimated net realizable value.





Derivative Financial Instruments





The Company evaluates all of its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the condensed consolidated statements of operations. For stock-based derivative financial instruments, the Company uses both the Black-Scholes-Merton option pricing models to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period.  The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks.





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Recent Accounting Pronouncements





Recently issued accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the AICPA, and the Securities Exchange Commission (the "SEC") have either been implemented or are not significant to the Company.





Commitments





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, 2011, we had not generated any revenues from the sale of any products under development, nor had we received any revenues from sublicenses.





Item 3. Quantitative and Qualitative Disclosure about Market Risk





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





Item 4. Controls and Procedures





(a) Evaluation of disclosure controls and procedures. As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal 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 Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were not 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 Principal Executive Officer and Principal 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.




17


PART II - OTHER INFORMATION





Item 1.Legal Proceedings





Not Applicable.





Item 1A.  Risk Factors





There have been no material changes in the risk factors previously disclosed in Form 10-K we filed with the SEC on April 15, 2011.





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





Not applicable.





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.




Date: May 23, 2011





/s/  Dr. Liang QiaoBy: Dr. Liang Qiao

Chief Executive Officer

(Principal Executive Officer)




18




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 Stock31.1

Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2

Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232

Certifications of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of Sarbanes-Oxley Act of 2002




* 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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