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: September 30, 2010
 
 OR
 
  ̈ TRANSITION REPORTPURSUANT 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 incorporation or organization)
                  (IRS Employer Identification No.)
 
 1801 South Meyers
Road, Suite220,
OakbrookTerrace, Illinois, 60181
 (Address
of principal executive offices, Zip Code)
  (630)
613-9687
 (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  ̈
 
 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
                   ̈  (Do not check if a smaller reporting company)
                  Smaller reporting company
      x
 
 Indicate by
check mark whether the registrant is a shell company:  Yes  ̈  
  No x
 
 State the
number of shares outstanding of each of the issuer's classes of common stock, as
of the latest practicable date.
 45,070,245
 Number of
Shares of Common Stock, Par Value $0.001 Per Share, Outstanding as of September
30, 2010
  
  BIO-BRIDGE
SCIENCE, INC.
 
 FORM
10-Q
 
 TABLE OF
CONTENTS
 
 PagePART
       I.
                      FINANCIAL
       INFORMATIONItem
      1.
                      Financial
      StatementsCondensed
      Consolidated Balance Sheets as of September 30, 2010 (Unaudited) and
      December 31, 2009
                      2Unaudited
      Condensed Consolidated Statements of Operations for the three and
      nine months ended September 30, 2010 and 2009
                      3Unaudited
      Condensed Consolidated Statements of Changes in Equity for the
      nine months ended September 30, 2010
                      4Unaudited
      Condensed Consolidated Statements of Cash Flows for the nine months
      ended September 30, 2010 and 2009
                      5Notes
      to the Unaudited Condensed Consolidated Financial
    Statements
                      6Item
      2.
                      Management's
      Discussion and Analysis of Financial Conditions and Results of
      Operation
                      13Item
      3.
                      Quantitative
      and Qualitative Disclosure About Market Risk
                      19Item
      4.
                      Controls
      and Procedures
                      19PART
       II.
                      OTHER 
      INFORMATIONItem
      1.
                      Legal
      Proceedings
                      20Item 1A.
                      Risk
      Factors
                      20Item
      2.
                      Unregistered
      Sales of Equity Securities and Use of Proceeds
                      20Item
      3.
                      Defaults
      Upon Senior Securities
                      20Item
      4.
                      Submission
      of Matters to a Vote of Security Holders
                      20Item
      5.
                      Other
      Information
                      20Item
      6.
                      Exhibits
                      20SIGNATURES
                      20EXHIBIT
      INDEX
                      21
  1
  PART
I - FINANCIAL INFORMATION
 
 Item 1.  Financial
Statements
 
 BIO-BRIDGE
SCIENCE, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED BALANCE SHEETS
 
 September 30,
                      
                      
                      December 31,2010
                      
                      
                      2009(Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
                      
                      $
                      568,188
                      
                      
                      $
                      1,481,851Accounts
      receivable, net
                      
                      
                      209,128
                      
                      
                      
                      471,236Inventories
                      
                      
                      864,741
                      
                      
                      
                      589,730Trading
      securities, at fair value
                      
                      
                      -
                      
                      
                      
                      162,044Prepaid
      expenses and other current assets
                      
                      
                      123,015
                      
                      
                      
                      62,663Total
      Current Assets
                      
                      
                      1,765,072
                      
                      
                      
                      2,767,524Property and
      equipment, net
                      
                      
                      3,402,999
                      
                      
                      
                      3,465,302Land
      use right, net
                      
                      
                      512,352
                      
                      
                      
                      522,510Intangible
      assets
                      
                      
                      223,844
                      
                      
                      
                      219,677Goodwill
                      
                      
                      -
                      
                      
                      
                      243,248Other
      long-term assets
                      
                      
                      3,825
                      
                      
                      
                      -Total
      Long-term Assets
                      
                      
                      4,143,020
                      
                      
                      
                      4,450,737TOTAL
      ASSETS
                      
                      $
                      5,908,092
                      
                      
                      $
                      7,218,261LIABILITIES
      AND EQUITYCurrent
      LiabilitiesAccounts
      payable
                      
                      $
                      185,908
                      
                      
                      $
                      161,122Accrued
      expenses and other payables
                      
                      
                      110,979
                      
                      
                      
                      144,795Payable
      for leasehold and equipment purchases
                      
                      
                      -
                      
                      
                      
                      273,558Payable
      to contractors
                      
                      
                      -
                      
                      
                      
                      42,471Due
      to director
                      
                      
                      22,242
                      
                      
                      
                      15,183Advances
      from director
                      
                      
                      300,000
                      
                      
                      
                      -Derivative
      liabilities
                      
                      
                      185,315
                      
                      
                      
                      377,013Total
      Current Liabilities
                      
                      
                      804,444
                      
                      
                      
                      1,014,142EquityPreferred
      stock, $0.001 par value, 5,000,000 shares authorized, 0 and 4,000,000
      shares issued and outstanding, respectively
                      
                      
                      -
                      
                      
                      
                      4,000Common
      stock, $0.001 par value, 100,000,000 shares authorized, 45,070,245 and
      40,819,285 shares issued and outstanding, respectively
                      
                      
                      45,070
                      
                      
                      
                      40,819Additional
      paid-in capital
                      
                      
                      18,433,694
                      
                      
                      
                      16,475,947Preferred
      stock dividend, payable in common shares
                      
                      
                      -
                      
                      
                      
                      74,200Subscription
      receivable
                      
                      
                      (210,325
                      )
                      
                      
                      (210,325
                      )Stock
      to be issued
                      
                      
                      210,000
                      
                      
                      
                      248,140Accumulated
      other comprehensive income
                      
                      
                      367,028
                      
                      
                      
                      261,948Accumulated
      deficit
                      
                      
                      (14,585,265
                      )
                      
                      
                      (11,678,908
                      )Total
      Bio-Bridge Science, Inc. Shareholders’ Equity
                      
                      
                      4,260,202
                      
                      
                      
                      5,215,821NONCONTROLLING
      INTERESTS
                      
                      
                      843,446
                      
                      
                      
                      988,298Total
      Equity
                      
                      
                      5,103,648
                      
                      
                      
                      6,204,119TOTAL
      LIABILITIES AND EQUITY
                      
                      $
                      5,908,092
                      
                      
                      $
                      7,218,261
  See
accompanying notes to the condensed consolidated financial
statements
  2
  BIO-BRIDGE
SCIENCE, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
  Three MonthsEnded
                    September30,
                  
                  
                  NineMonthsEnded
                    September30,2010
                  
                  
                  2009
                  
                  
                  2010
                  
                  
                  2009Revenue
                  
                  $
                  102,852
                  
                  
                  $
                  142,901
                  
                  
                  $
                  310,693
                  
                  
                  $
                  582,925Cost
      of goods sold
                  
                  
                  (57,810
                  )
                  
                  
                  (92,052
                  )
                  
                  
                  (203,952
                  )
                  
                  
                  (376,780
                  )Gross
      profit
                  
                  
                  45,042
                  
                  
                  
                  50,849
                  
                  
                  
                  106,741
                  
                  
                  
                  206,145Research
      and development costs
                  
                  
                  38,898
                  
                  
                  
                  69,308
                  
                  
                  
                  171,764
                  
                  
                  
                  148,960Selling
      and distribution expenses
                  
                  
                  29,094
                  
                  
                  
                  57,619
                  
                  
                  
                  97,498
                  
                  
                  
                  148,581General
      and administrative expenses
                  
                  
                  308,589
                  
                  
                  
                  308,704
                  
                  
                  
                  2,647,960
                  
                  
                  
                  808,109Loss
      from operations
                  
                  
                  (331,539
                  )
                  
                  
                  (384,782
                  )
                  
                  
                  (2,810,481
                  )
                  
                  
                  (899,505
                  )Other
      income (expense):Interest
      expense
                  
                  
                  (2,226
                  )
                  
                  
                  (340
                  )
                  
                  
                  (5,294
                  )
                  
                  
                  (637
                  )Unrealized
      gain on trading securities
                  
                  
                  -
                  
                  
                  
                  21,779
                  
                  
                  
                  6,741
                  
                  
                  
                  40,965Gain
      on sale of trading securities
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,890
                  
                  
                  
                  -Change
      of fair value of derivative liability
                  
                  
                  10,752
                  
                  
                  
                  (958,147
                  )
                  
                  
                  15,665
                  
                  
                  
                  268,271Dividend
      income
                  
                  
                  -
                  
                  
                  
                  3,612
                  
                  
                  
                  4,718
                  
                  
                  
                  11,719Impairment
      of goodwill
                  
                  
                  (243,248
                  )
                  
                  
                  -
                  
                  
                  
                  (243,248
                  )
                  
                  
                  -Loss
      before income taxes
                  
                  
                  (566,261
                  )
                  
                  
                  (1,317,878
                  )
                  
                  
                  (3,030,009
                  )
                  
                  
                  (579,187
                  )Benefit
      (provision) for income taxes
                  
                  
                  -
                  
                  
                  
                  2,199
                  
                  
                  
                  -
                  
                  
                  
                  (15,552
                  )Net
      Loss
                  
                  
                  (566,261
                  )
                  
                  
                  (1,315,679
                  )
                  
                  
                  (3,030,009
                  )
                  
                  
                  (594,739
                  )Net
      income (loss) attributable to noncontrolling interests
                  
                  
                  (43,105
                  )
                  
                  
                  (3,005
                  )
                  
                  
                  (144,852
                  )
                  
                  
                  23,701Net loss
      attributable to Bio-Bridge Science, Inc.
                  
                  
                  (523,156
                  )
                  
                  
                  (1,312,674
                  )
                  
                  
                  (2,885,157
                  )
                  
                  
                  (618,440
                  )Preferred
      stock dividends
                  
                  
                  -
                  
                  
                  
                  (94,650
                  )
                  
                  
                  (21,200
                  )
                  
                  
                  (339,400
                  )Net loss
      attributable to common shareholders
                  
                  $
                  (523,156
                  )
                  
                  $
                  (1,407,324
                  )
                  
                  $
                  (2,906,357
                  )
                  
                  $
                  (957,840
                  )Net loss
      per share, attributable to common shareholders, basic and
      diluted
                  
                  $
                  (0.01
                  )
                  
                  $
                  (0.04
                  )
                  
                  $
                  (0.07
                  )
                  
                  $
                  (0.03
                  )Weighted
      average shares outstanding, basic and diluted
                  
                  
                  45,070,245
                  
                  
                  
                  35,199,705
                  
                  
                  
                  44,582,497
                  
                  
                  
                  35,116,833
 
 See
accompanying notes to the condensed consolidated financial
statements
  3
  BIO-BRIDGE
SCIENCE, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
 For
The Nine Months Ended September 30, 2010
 (Unaudited)
 
 Common Stock
                  
                  
                  PreferredStock
                  
                  
                  Preferred Stock
                    Dividend
                    Payable in
                  
                  
                  Additional
                    Paid-in
                  
                  
                  Accumulated
                    Other
                    Comprehensive
                  
                  
                  Common
                    Stock To
                  
                  
                  Subscription
                  
                  
                  Accumulated
                  
                  
                  Non
                    controllingShares
                  
                  
                  Amount
                  
                  
                  Shares
                  
                  
                  Amount
                  
                  
                  Common
      Shares
                  
                  
                  Capital
                  
                  
                  Income
                  
                  
                  Be
      Issued
                  
                  
                  Receivable
                  
                  
                  Deficit
                  
                  
                  Interest
                  
                  
                  TotalBALANCEDecember
      31, 2009
                  
                  
                  40,819,285
                  
                  
                  $
                  40,819
                  
                  
                  
                  4,000,000
                  
                  
                  $
                  4,000
                  
                  
                  $
                  74,200
                  
                  
                  $
                  16,475,947
                  
                  
                  $
                  261,948
                  
                  
                  $
                  248,140
                  
                  
                  $
                  (210,325
                  )
                  
                  $
                  (11,678,908
                  )
                  
                  $
                  988,298
                  
                  
                  $
                  6,204,119Accrual
      of preferred stock dividend
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  21,200
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (21,200
                  )
                  
                  
                  -
                  
                  
                  
                  -Payment
      of preferred stock dividend through issuance of common
    stock
                  
                  
                  180,000
                  
                  
                  
                  180
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (95,400
                  )
                  
                  
                  95,220
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Fair
      value of vested options
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  126,621
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  126,621Fair
      value of warrants issued to directors
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,521,805
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  1,521,805Issuance
      of common shares
                  
                  
                  70,960
                  
                  
                  
                  71
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  38,069
                  
                  
                  
                  -
                  
                  
                  
                  (38,140
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Extinguishment
      of derivative recorded as contribution to capital
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  176,032
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  176,032Conversion
      of 4,000,000 shares of preferred stock into 4,000,000 shares of common
      stock
                  
                  
                  4,000,000
                  
                  
                  
                  4,000
                  
                  
                  
                  (4,000,000
                  )
                  
                  
                  (4,000
                  )
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Foreign
      currency translation gain
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  105,080
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  105,080Net
      Loss
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (2,885,157
                  )
                  
                  
                  (144,852
                  )
                  
                  
                  (3,030,009
                  )BALANCESeptember
      30, 2010(Unaudited)
                  
                  
                  45,070,245
                  
                  
                  $
                  45,070
                  
                  
                  
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  18,433,694
                  
                  
                  $
                  367,028
                  
                  
                  $
                  210,000
                  
                  
                  $
                  (210,325
                  )
                  
                  $
                  (14,585,265
                  )
                  
                  $
                  843,446
                  
                  
                  $
                  5,103,648
 
 See
accompanying notes to the condensed consolidated financial
statements
  4
  BIO-BRIDGE
SCIENCE, INC. AND SUBSIDIARIES
 CONDENSED
CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
  NineMonths Ended
                    September302010
                  
                  
                  2009CASH
      FLOWS FROM OPERATING ACTIVITIESNet
      loss
                  
                  $
                  (3,030,009
                  )
                  
                  $
                  (594,739
                  )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Depreciation
                  
                  
                  309,179
                  
                  
                  
                  73,002Amortization
      of land use right
                  
                  
                  10,158
                  
                  
                  
                  14,044Fair
      value of vested options
                  
                  
                  126,621
                  
                  
                  
                  71,863Fair
      value of warrants issued to directors
                  
                  
                  1,521,805
                  
                  
                  
                  -Fair
      value of common stock issued to employees
                  
                  
                  -
                  
                  
                  
                  9,540Gain
      on sale of trading securities
                  
                  
                  (1,890
                  )
                  
                  
                  -Unrealized
      gain on trading securities
                  
                  
                  (6,741
                  )
                  
                  
                  (40,965
                  )Change
      in fair value of derivative liability
                  
                  
                  (15,666
                  )
                  
                  
                  (268,271
                  )Impairment
      of goodwill
                  
                  
                  243,248
                  
                  
                  
                  -Change
      in operating assets and liabilities:Accounts
      receivable
                  
                  
                  262,108
                  
                  
                  
                  (32,140
                  )Inventories
                  
                  
                  (275,011
                  )
                  
                  
                  (98,452
                  )Prepaid
      expense and other assets
                  
                  
                  (60,352
                  )
                  
                  
                  101Accounts
      payable
                  
                  
                  24,786
                  
                  
                  
                  (28,733
                  )Accrued
      expenses and other payables
                  
                  
                  (33,816
                  )
                  
                  
                  (88,319
                  )Payable
      to contractors
                  
                  
                  (42,471
                  )
                  
                  
                  -Net
      cash used in operating activities
                  
                  
                  (968,051
                  )
                  
                  
                  (983,069
                  )CASH
      FLOWS FROM INVESTING ACTIVITIESPaid
      security deposit for office lease
                  
                  
                  (3,825
                  )
                  
                  
                  -Increase
      in construction in progress
                  
                  
                  -
                  
                  
                  
                  (24,537
                  )Purchase
      of property and equipment
                  
                  
                  (251,043
                  )
                  
                  
                  (362,058
                  )Payable
      for leasehold and equipment purchases
                  
                  
                  (273,558
                  )
                  
                  
                  -Payable
      to contractors for construction in progress
                  
                  
                  -
                  
                  
                  
                  (141,288
                  )Proceeds
      from sale of trading securities
                  
                  
                  170,675
                  
                  
                  
                  -Net
      cash used in investing activities
                  
                  
                  (357,751
                  )
                  
                  
                  (527,883
                  )CASH
      FLOWS FROM FINANCING ACTIVITIESProceeds
      from issuance of common stock
                  
                  
                  -
                  
                  
                  
                  1,869,945Advances
      from director
                  
                  
                  300,000Due
      to (from) director
                  
                  
                  7,059
                  
                  
                  
                  (18,198
                  )Net
      cash provided by financing activities
                  
                  
                  307,059
                  
                  
                  
                  1,851,747NET
      (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS
                  
                  
                  (1,018,743
                  )
                  
                  
                  340,795Effect
      of exchange rate changes on cash
                  
                  
                  105,080
                  
                  
                  
                  1,342Cash
      and cash equivalents, beginning of period
                  
                  
                  1,481,851
                  
                  
                  
                  1,486,252CASH
      AND CASH EQUIVALENTS, END OF PERIOD
                  
                  $
                  568,188
                  
                  
                  $
                  1,828,389SUPPLEMENTAL
      CASH FLOW INFORMATIONIncome
      taxes paid
                  
                  $
                  -
                  
                  
                  $
                  49,425SUPPLEMENTAL
      NON-CASH FLOW INVESTING AND FINANCING ACTIVITIESConversion
      of shares of preferred stock into shares of common stock
                  
                  $
                  4,000
                  
                  
                  $
                  -Extinguishment
      of derivative recorded as contribution to capital
                  
                  $
                  176,032
                  
                  
                  $
                  -Accrual
      of preferred stock dividend payable in common stock
                  
                  $
                  21,200
                  
                  
                  $
                  339,400Payment
      of preferred stock dividend in shares of common stock
                  
                  $
                  95,400
                  
                  
                  $
                  450,000
  See
accompanying notes to the condensed consolidated financial
statements
  5
  BIO-BRIDGE
SCIENCE, INC. AND SUBSIDIARIES
 NOTES
TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 AS
OF SEPTEMBER 30, 2010
  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, 2009 was
derived from the audited consolidated financial statements included in the
Company's Annual Report on Form 10-K filed with the SEC on March 31, 2010. 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.
 
 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”). The primary
operations of Bio-Bridge XBB are the manufacturing and distribution of bovine
serum products, which are used in research and production of
pharmaceuticals and veterinary medicines.
  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”). On October 16, 2009 the joint venture received a business license to
do business in the PRC and began its startup activities.
 
 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 $3,030,009 and used cash in operations of $968,051 for the nine months ended
September 30, 2010, and had an accumulated deficit of $14,585,265 as of
September 30, 2010.  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.
  6
 
 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 subsidiaries Bio-Bridge XBB and 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.
 
 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.
 
 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. As of September 30, 2010 and December
31, 2009, accounts receivable were net of allowances of $52,230 and $40,037,
respectively.
 
 Goodwill
  As
required by guidance issued by the Financial Accounting Standards Board
(“FASB”), management performs impairment tests of goodwill whenever an event
occurs or circumstances change that indicate impairment has more likely than not
occurred. Also, management performs impairment testing of goodwill at least
annually.
 
 Goodwill
is related to the Company's acquisition of Bio-Bridge XBB (“XBB”) on July 31,
2008.  Goodwill and other intangible assets are accounted for in
accordance with guidance issued by the FASB on goodwill and other intangible
assets.  Under this guidance, goodwill is not amortized. Rather,
goodwill is assessed for impairment at least annually.  The Company
tests goodwill by using a two-step process.  In the first step, the
fair value of the reporting unit is compared with the carrying amount of the
reporting unit, including goodwill.  If the carrying amount of the
reporting unit exceeds its fair value, goodwill is considered impaired and a
second step is performed to measure the amount of impairment loss, if
any.
 
 Factors
that 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 or use of our asset or the
strategy for our overall business, and significant negative industry or economic
trends.  Based on management’s assessment, the market for XBB’s bovine
serum is deteriorating in China.  As such, the Company is currently
under negotiation with a third party for the sale of its interest in
XBB.  At this stage of negotiation, it became evident that the
recorded value of the goodwill to the XBB segment was impaired, and the
Company’s management recorded an impairment of goodwill at September 30, 2010 of
$243,248.  There were no impairments of goodwill in
2009.  Once an impairment of goodwill has been recorded, it cannot be
reversed.
 
 Intangible
Assets
 
 As
required by guidance issued by the FASB, management performs impairment tests of
indefinite-lived intangible assets whenever an event occurs or circumstances
change that indicate impairment has more likely than not occurred. Also,
management performs impairment testing indefinite-lived intangible assets at
least annually.
  7
  Intangible
assets subject to amortization are related to technology for producing cell
culture medium contributed to Bio-Bridge JRS by a noncontrolling
interest.  In accordance with guidance issued by the FASB on
accounting for the impairment and disposal of long-lived assets, the Company
reviews intangible assets subject to amortization at least annually to determine
if any adverse conditions exist or a change in circumstances has occurred that
would indicate impairment or a change in the remaining useful
life.  If the carrying value of an asset exceeds its undiscounted cash
flows, the Company writes down the carrying value of the intangible asset to its
fair value in the period identified.  If the carrying value of assets
is determined not to be recoverable, the Company records an impairment loss
equal to the excess of the carrying value over the fair value of the
assets.  The Company’s estimate of fair value is based on the best
information available, in the absence of quoted market prices.  The
Company generally calculates fair value as the present value of estimated future
cash flows that the Company expects to generate from the asset using a
discounted cash flow income approach as described above.  If the
estimate of an intangible asset’s remaining useful life is changed, the Company
amortizes the remaining carrying value of the intangible asset prospectively
over the revised remaining useful life. Based on management’s
assessment, there were no indications of impairment or change in the remaining
useful life of recorded intangible assets at September 30, 2010.
 
 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.
  There were no indications of impairment based on management’s
assessment at September 30, 2010.
 
 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 September 30, 2010:
 
 Level 1
                  
                  
                  Level 2
                  
                  
                  Level 3
                  
                  
                  TotalFair
      value of options and warrants
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  185,315
                  
                  
                  $
                  185,315$
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  185,315
                  
                  
                  $
                  185,315
 
 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.
  8
  2010
                  
                  
                  2009US$
      to RMB exchange rate on January 1
                  
                  
                  6.8282
                  
                  
                  
                  6.8346US$
      to RMB exchange rate on September 30
                  
                  
                  6.7011
                  
                  
                  
                  6.8290Average
      US$ to RMB exchange rate for the nine months ended September
      30
                  
                  
                  6.8164
                  
                  
                  
                  6.8318
  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:
 
 ThreemonthsendedSeptember30
                  
                  NinemonthsendedSeptember302010
                  
                  2009
                  
                  2010
                  
                  2009Net
      loss attributable to Bio-Bridge Science, Inc.
                  
                  $
                  (523,156
                  )
                  
                  $
                  (1,312,674
                  )
                  
                  $
                  (2,885,157
                  )
                  
                  $
                  (618,440
                  )Foreign
      currency translation gain
                  
                  
                  74,703
                  
                  
                  
                  1,970
                  
                  
                  
                  105,080
                  
                  
                  
                  1,341Comprehensive
      loss
                  
                  $
                  (448,453
                  )
                  
                  $
                  (1,310,704
                  )
                  
                  $
                  (2,780,077
                  )
                  
                  $
                  (617,099
                  )
 
 Research
and Development
 
 Research
and development costs are expensed as incurred. For the three months ended
September 30, 2010 and 2009, research and development expenses totaled $38,898
and $69,308, respectively. For the nine months ended September 30, 2010 and
2009, research and development expenses totaled $171,764 and $148,960,
respectively.
 
 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 September 30, 2010, common stock equivalents were composed of options
convertible into 3,287,000 shares of the Company's common stock and
warrants convertible into 8,814,943 shares of the Company's common
stock.  For the three and nine month periods ended September 30, 2010,
respectively, common equivalent shares have been excluded from the calculation
of loss per share as their effect is anti-dilutive.
 
 Stock-Based
Compensation
 
 The
Company periodically issues stock options and warrants to employees and
non-employees in capital raising transactions, for services and for financing
costs. Stock-based compensation is measured at the grant date, based on the
fair value of the award, and is recognized as expense over the requisite service
period. Options vest and expire according to terms established at the grant
date. For the three and nine month periods ended September 30, 2010, stock-based
compensation totaled $32,977 and $126,621, respectively.
  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 $418,866 and
$1,258,137 at September 30, 2010 and December 31, 2009, 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 and nine months ended September 30, 2010, approximately 74% and
76%, respectively, of the Company’s sales were to customers located in China,
compared to approximately 86% and 91% for the three and nine months ended
September 30, 2009, respectively. For the nine months
ended September 30, 2010, three customers accounted for 47% of total
sales (23%, 14%, and 10%, respectively).  At September 30, 2010,
four customers accounted for 82% of accounts receivable (33%, 26%, 12%, and 11%,
respectively).
  9
 
 Advances
from Director
 
 During
the three months ended June 30, 2010, one of the Company’s directors advanced
$300,000 to the Company in anticipation of making an equity investment. The
terms of the equity investment are currently being negotiated as of the date of
the issuance of this 10-Q. The advances are non-interest bearing,
unsecured, and due on demand.
 
 Recent
Accounting Pronouncements
 
 In April
2010, the Financial Accounting Standard Board (FASB) issued new accounting
guidance to clarify that an employee share-based payment award with an exercise
price denominated in the currency of a market in which a substantial portion of
the entity's equity securities trades should not be considered to contain a
condition that is not a market, performance, or service condition. Therefore, an
entity would not classify such an award as a liability if it otherwise qualifies
as equity.  The amendments are effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15,
2010.  The Company does not expect adoption of this standard
will have an effect on our consolidated results of operation or our
financial position.
 
 In
April 2010, the FASB issued new accounting guidance in applying the
milestone method of revenue recognition to research or development arrangements.
Under this guidance management may recognize revenue contingent upon the
achievement of a milestone in its entirety, in the period in which the milestone
is achieved, only if the milestone meets all the criteria within the guidance to
be considered substantive. This standard is effective on a prospective basis for
research and development milestones achieved in fiscal years, beginning on or
after June 15, 2010. Early adoption is permitted; however, adoption of this
guidance as of a date other than January 1, 2011 will require the Company
to apply this guidance retrospectively effective as of January 1, 2010 and
will require disclosure of the effect of this guidance as applied to all
previously reported interim periods in the fiscal year of adoption. As the
Company plans to implement this standard prospectively, the effect of this
guidance will be limited to future transactions. The Company does not expect
adoption of this standard to have a material impact on its financial position or
results of operations as it has no material research and development
arrangements which will be accounted for under the milestone
method.
 
 In
January 2010, the FASB issued new accounting guidance which requires new
disclosures regarding transfers in and out of Level 1 and Level 2 fair value
measurements, as well as requiring presentation on a gross basis of information
about purchases, sales, issuances and settlements in Level 3 fair value
measurements. The guidance also clarifies existing disclosures regarding level
of disaggregation, inputs and valuation techniques. The new guidance is
effective for interim and annual reporting periods beginning after
December 15, 2009.  Disclosures about purchases, sales, issuances
and settlements in the roll forward of activity in Level 3 fair value
measurements are effective for fiscal years beginning after December 15,
2010.  As this guidance requires only additional disclosure, there
should be no impact on the consolidated financial statements of the Company upon
adoption.
 
 In
October 2009, a new accounting consensus was issued for
multiple-deliverable revenue arrangements. This consensus amends existing
revenue recognition accounting standards. This consensus provides accounting
principles and application guidance on whether multiple deliverables exist, how
the arrangement should be separated and the consideration allocated. This
guidance eliminates the requirement to establish the fair value of undelivered
products and services and instead provides for separate revenue recognition
based upon management’s estimate of the selling price for an undelivered item
when there is no other means to determine the fair value of that undelivered
item. Previously the existing accounting consensus required that the fair value
of the undelivered item be the price of the item either sold in a separate
transaction between unrelated third parties or the price charged for each item
when the item is sold separately by the vendor. Under the existing accounting
consensus, if the fair value of all of the elements in the arrangement was not
determinable, then revenue was deferred until all of the items were delivered or
fair value was determined. This new approach is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is in the process of
evaluating whether the adoption of this standard will have a material effect on
its financial position, results of operations or cash flows.
 
 Other
recent accounting pronouncements issued by the FASB (including its Emerging
Issues Task Force), the AICPA, and the Securities Exchange Commission (the
"SEC") did not or are not believed by management to have a material impact on
the Company's present or future consolidated financial statements.
 
 NOTE
4 - INVENTORIES
 
 Inventories
consist of the following at:
 
 September30,
                      2010
                    
                    December 31,
                      2009(Unaudited)Raw
      materials
                    
                    $
                    269,358
                    
                    
                    $
                    205,968Finished
      goods
                    
                    
                    595,383
                    
                    
                    
                    383,762Total
      inventories
                    
                    $
                    864,741
                    
                    
                    $
                    589,730
 
 10
 
 NOTE 5
- 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 had 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 2007,
the Company sold 4,000,000 shares of Series A Convertible Preferred Stock with
warrants to purchase 3,000,000 shares of common stock for $0.75 per unit, or
$3,000,000 in aggregate. The preferred stock earned dividends at 12%
annually, in common shares of the Company valued at $1.00 per share, payable
semiannually in arrears. The preferred stock dividend was cumulative and
non-participating.
 
 The
3,000,000 warrants issued with the preferred stock in 2007 expired on January
30, 2010.  Also on January 30, 2010, holders of 4,000,000 shares of
the Company’s convertible preferred stock elected to convert the preferred
shares into shares of the Company’s common stock on a one-for-one
basis.  Effective January 30, 2010, the preferred shares were
converted, common shares were issued, and the accrual of the preferred stock
dividend was discontinued. (See Note 7)
 
 NOTE 6
- STOCK OPTION AND WARRANTS
 
 At
September 30, 2010, stock options outstanding were as follows:
 
 Number of
                        Options
                      
                      
                      Weighted Average
                        Exercise PriceOutstanding
      at January 1, 2010
                      
                      
                      3,731,500
                      
                      
                      $
                      0.45Granted
                      
                      
                      -
                      
                      
                      
                      -Exercised
                      
                      
                      -
                      
                      
                      
                      -Forfeited
                      
                      
                      (444,500
                      )
                      
                      
                      (0.01
                      )Outstanding
      at September 30, 2010
                      
                      
                      3,287,000
                      
                      
                      $
                      0.44
 
 The
following table summarizes information about stock options outstanding as of
September 30, 2010:
 
 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
                      
                      
                      3,287,000
                      
                      
                      $
                      0.44
                      
                      
                      6.04
                      
                      
                      
                      2,950,296
                      
                      
                      $
                      0.44
  Information
relating to stock options at September 30, 2010 summarized by exercise
price is as follows:
  Option Outstanding
                        
                        
                        Options ExercisableExercise price
                        
                        Number of
                          shares
                        
                        
                        Remaining
                          life (years)
                        
                        
                        Exercise price
                        
                        
                        Number of
                          Shares
                        
                        
                        Weighted average
                          exercise price$
                        0.001
                        
                        
                        400,000
                        
                        
                        5.33
                        
                        
                        $
                        0.001
                        
                        
                        
                        400,000
                        
                        
                        $
                        0.00$
                        0.001
                        
                        
                        20,000
                        
                        
                        1.75
                        
                        
                        $
                        0.001
                        
                        
                        
                        20,000
                        
                        
                        $
                        0.00$
                        0.001
                        
                        
                        3,000
                        
                        
                        8.80
                        
                        
                        $
                        0.001
                        
                        
                        
                        3,000
                        
                        
                        $
                        0.00$
                        0.47
                        
                        
                        540,000
                        
                        
                        8.80
                        
                        
                        $
                        0.47
                        
                        
                        
                        378,081
                        
                        
                        $
                        0.06$
                        0.50
                        
                        
                        1,207,000
                        
                        
                        5.25
                        
                        
                        $
                        0.50
                        
                        
                        
                        1,207,000
                        
                        
                        $
                        0.21$
                        0.52
                        
                        
                        240,000
                        
                        
                        8.80
                        
                        
                        $
                        0.52
                        
                        
                        
                        131,970
                        
                        
                        $
                        0.02$
                        0.55
                        
                        
                        600,000
                        
                        
                        5.33
                        
                        
                        $
                        0.55
                        
                        
                        
                        600,000
                        
                        
                        $
                        0.11$
                        0.50
                        
                        
                        277,000
                        
                        
                        9.22
                        
                        
                        $
                        0.50
                        
                        
                        
                        210,245
                        
                        
                        $
                        0.04$
                        0.001
      to 0.55
                        
                        
                        3,287,000
                        
                        
                        1.75
      to 9.22
                        
                        
                        $
                        0.45
                        
                        
                        
                        2,950,296
                        
                        
                        $
                        0.44
  11
  The
aggregate intrinsic value of 3,287,000 options outstanding and 2,950,296 options
exercisable as of September 30, 2010 were $303,087 and $290,289, 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 September 30,
2010.
 
 Common
Stock Warrants
 
 On
January 20, 2010, Company issued warrants to three companies controlled by two
directors to purchase 3,000,000 shares of common stock at $1.00 per share with a
term of five years. We recorded the fair value of the warrants to purchase
3,000,000 shares of common stock as compensation cost. The fair value of
five-year warrant issued to these three companies was $1,521,805 at the grant
date, which was determined using the Black-Scholes-Merton valuation method,
using the following assumptions: no expected dividend yield; a risk-free
interest rate of 1.62%; an expected life of 5 years; and an estimated volatility
of 191 percent based on recent history of the stock price in the industry. The
total of $1,521,805 was charged to compensation cost at the date the warrants
were granted.
 
 At
September 30, 2010, warrants outstanding were as follows:
 Number of Shares
                      Under Warrants
                    
                    
                    Weighted Average
                      Exercise PriceWarrants
      outstanding at January 1, 2010
                    
                    
                    8,814,943
                    
                    
                    $
                    0.95Warrants
      granted
                    
                    
                    3,000,000
                    
                    
                    $
                    1.00Warrants
      expired
                    
                    
                    (3,000,000
                    )
                    
                    $
                    1.00Warrants
      outstanding and exercisable at September 30, 2010
                    
                    
                    8,814,943
                    
                    
                    $
                    0.95
 
 The
following table summarizes information about warrants outstanding at September
30, 2010:
 
 Warrants Outstanding and ExercisableNumber of Shares
                        Under Warrants
                      
                      Exercise Price
                      
                      ExpirationDate
                      
                      Weighted Average
                        Exercise Price183,334
                      
                      $
                      0.75
                      
                      June
      4, 2011
                      
                      $
                      0.02183,333
                      
                      $
                      1.20
                      
                      June
      4, 2013
                      
                      $
                      0.021,724,138
                      
                      $
                      0.725
                      
                      July
      2, 2012
                      
                      $
                      0.141,724,138
                      
                      $
                      1.10
                      
                      July
      2, 2013
                      
                      $
                      0.221,000,000
                      
                      $
                      0.725
                      
                      July
      9, 2012
                      
                      $
                      0.081,000,000
                      
                      $
                      1.10
                      
                      July
      9, 2013
                      
                      $
                      0.123,000,000
                      
                      $
                      1.00
                      
                      January
      20, 2015
                      
                      $
                      0.348,814,943
                      
                      $
                      0.75
      to 1.20
                      
                      
                      
                      $
                      0.95
 
 There was
no aggregate intrinsic value of 8,814,943 warrants outstanding
and exercisable as of September 30, 2010 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
September 30, 2010, the Company had 3,287,000 options and 8,814,943 warrants
outstanding.  The Company determined that 3,167,000 of the options and
8,488,276 of the warrants were issued pursuant to share-based payments and
therefore were not subject to the liability accounting.
 
 At
September 30, 2010 and December 31, 2009, the derivative liabilities were valued
using the Black-Scholes-Merton valuation technique with the following
assumptions:
  12




September 30,
                            2010
                          
                          
                          December 31,
                            2009Risk-free
      interest rate
                          
                          
                          0.26
                          %
                          
                          
                          1.62
                          %Expected
      volatility
                          
                          
                          207.6
                          %
                          
                          
                          191.0
                          %Expected
      life (in years)
                          
                          1
      to 2.6 years
                          
                          
                          1
      to 3 yearsExpected
      dividend yield
                          
                          
                          0.00
                          %
                          
                          
                          0.00
                          %Fair
      Value:Options
      and warrants
                          
                          $
                          185,315
                          
                          
                          $
                          235,877Conversion
      feature
                          
                          
                          -
                          
                          
                          
                          141,136$
                          185,315
                          
                          
                          $
                          377,013





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.




At
December 31, 2009, the Company recorded a total derivative liability of
$377,013.  Included in this total was $176,032 related to warrants
issued with preferred stock and the conversion feature of the preferred
stock.  When the preferred stock was converted and related warrants
expired (see Note 5), the derivative liability of $176,032 was extinguished and
recorded as a contribution to capital.  For the three months ended
September 30, 2010 and 2009, change in derivative liability was $10,752 and
$(958,147), respectively.  For the nine months ended September 30,
2010 and 2009, change in derivative liability was $15,665 and $268,271,
respectively.





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:





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;
  and





o
            intensely
      competitive industry conditions.





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


13




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 manufacture and sales of vaccine production-related
materials. Bio-Bridge Beijing is conducting our vaccine development, Bio-Bridge
XBB sells bovine serum, and Bio-Bridge JRS is producing powdered cell culture
medium for sales in the near future.





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, BBS
Beijing. The pre-clinical testing of HIV-PV Vaccine I on laboratory animals was
completed by the Beijing Institute of Radiation Medicine in June 2006 and showed
encouraging results. To produce the HIV vaccine for clinical trials, we have
built a GMP-compliant facility in Beijing. We have purchased and installed
the laboratory equipment and the facility is operating well. Our HIV vaccine is
being produced and quality control procedures are being established to meet SFDA
standards. Pending the availability of funds and upon the completion of our
preparatory procedures, we plan to apply to China's State Food and Drug
Administration for approval to conduct clinical trials of HIV-PV Vaccine I. The
clinical trial for preventive vaccine will last five to seven
years.





We also
plan to conduct the pre-clinical trials for colon cancer vaccine and HPV
vaccine. We estimate that we will 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. All the
technology to make HIV vaccine and colon cancer vaccine is based on the
technology co-developed by our CEO, Dr. Liang Qiao. Because we use the same
technology to develop our potential vaccine products, we expect to use the same
GMP facility in Beijing, China, to produce the HIV vaccine and colon cancer
vaccine for pre-clinical and clinical trials.





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





o
            approximately
      $1.25 million for working capital and general corporate
    needs;





o
            approximately
      $0.5 million for HIV vaccine Phase I clinical trial and its preparatory
      work;





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





We expect
that the therapeutic vaccine can be brought to market in three years and the
preventive vaccine can be brought to market in five to seven years after SFDA
approval of clinical trials on these vaccines, depending on raising funds to
complete development of the vaccines. As of September 30, 2010, our cash and
cash equivalents was $568,188. Although we raised capital in 2008 and 2009
in private placements, we will still need to raise additional funds through the
public or private sales of our securities, taking 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 rights and laboratory facility
could be used as collateral for borrowing. If we fail to obtain other financing
in the next 12 months, either through an offering of our securities or by
obtaining additional loans, we may be unable to develop our planned projects
as scheduled and may be forced to scale back.





Distribution
of Xinhua Surgical Instruments





We signed
an exclusive agency agreement with Xinhua Surgical Instruments Co. Ltd.
(“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.


14




Acquisitions
of Companies Complementary to the Company





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





On July
31, 2008, the Company completed the acquisition of Hohhot Xinheng Baide
Biotechnology Co. Ltd., (“XHBD”), in which the Company purchased 51% of the
outstanding capital interests of XHBD for RMB 6 million (approximately US$
881,000).  XHBD was incorporated on May 17, 2006 under the laws of the
People’s Republic of China (“PRC”) as a limited company. XHBD is located in the
city of Hohhot in Inner Mongolia, China. The primary operations of the Company
are the manufacture and distribution of bovine serum products, which
are used in research and production of vaccines. We completed the 51%
acquisition of Xinheng Baide on July 31, 2008 and its operations are included in
our consolidated financial statements beginning August 1, 2008.  At
July 1, 2009, XHBD changed its name to Bio-Bridge Xinheng Baide (Inner
Mongolia) Biotechnology Co. Ltd. (“Bio-Bridge XBB”, “XBB”).





The
demand for bovine serum in Chinese market is decreasing as more vaccine
producers switch to production procedures using low-serum or serum-free cell
culture systems. As such, the Company is currently under negotiation with a
third party for the sale of its interest in XBB. At this stage of negotiation,
it became evident that the recorded value of the goodwill to the XBB segment was
impaired. The Company’s management recorded an impairment of goodwill at
September 30, 2010 of $243,248.





Joint
Venture





On June
9, 2009, Bio-Bridge Science (HK) Co., Ltd., a wholly-owned subsidiary of
Bio-Bridge Science, Inc. entered into an equity joint venture contract with JR
Scientific Inc., 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 Company invested RMB
5,100,000 (approximately US$732,000) in cash in the joint venture for 51% of the
equity and JRS contributed certain technology for 15% of the
equity.  The balance of the equity was purchased by other investors,
including 11% by China Diamond, an entity controlled by Trevor Roy, one of our
directors.





On
October 16, 2009, Bio-Bridge Science Inc. received a business license from the
Beijing Administration for Industry and Commerce of the PRC indicating approval
of the formation of Bio-Bridge JRS Biosciences (Beijing) Co., Ltd. (“Bio-Bridge
JRS”). Bio-Bridge JRS was officially established at the end of October
2009.





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 JV 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 at the fourth quarter of 2010.  Major
marketing activities are planned for first quarter 2011.





Results
of Operation





Three-Month
Period Ended September 30, 2010 and September 30, 2009





For the
three months ended September 30, 2010 and 2009, total sales were $102,852 and
$142,901, and the cost of goods sold were $57,810 and $92,052, or 56% and 64% of
sales, respectively. Sales of Xinhua surgical instruments were $27,118 and
$19,405 respectively for the three months ended September 30, 2010 and 2009, and
the cost of goods sold were $13,195 and $9,541, or 49% of sales for both
periods. The decrease in total sales is the result of the decrease in sales of
bovine serum in Bio-Bridge XBB. The demand for bovine serum in Chinese market is
decreasing as more vaccine producers switch to production procedures using
low-serum or serum-free cell culture systems. The increase in sales of Xinhua
surgical instruments is the result of our increasing efforts to acquire larger
customers.





For the
three months ended September 30, 2010 and 2009, research and development
expenses were $38,898 and $69,308, respectively. The decrease of $30,410 in
research and development expenses is due to the decrease in purchase of research
materials during the three months ended September 30, 2010.




For the
three months ended September 30, 2010 and 2009, general and administrative
expenses were $308,589 and $308,704, respectively.


15




For the
three months ended September 30, 2010 and 2009, selling and distribution
expenses were $29,094 and $57,619, respectively. The decrease of $28,525 is
primarily due to the decrease in the sales activities of Bio-Bridge
XBB.





For the
three months ended September 30, 2010 and 2009, interest expenses were
$2,226 and $340, respectively. The increase of $1,886 is primarily due to
fluctuations in the exchange rate of US Dollar to Chinese RMB in our
subsidiaries in China.





For the
three months ended September 30, 2010, impairment of goodwill was $243,248,
compared to $0 for the three months ended September 30, 2009. The impairment was
resulted from the deterioration in the market for XBB’s bovine serum, based on
management’s assessment as of September 30. 2010.





Net loss
for the three months ended September 30, 2010 and
2009 were $566,261 and $1,315,679, respectively. The decrease
of $749,418 in net loss is mostly the combination effect of the change in
derivative liability fair value, which was $10,752 gain for the three months
ended September 30, 2010, compared to $958,147 loss for the three months ended
September 30, 2009, and the impairment of goodwill, which was $243,248 for the
three months ended September 30, 2010, compared to $0 for the three months ended
September 30, 2009.





Nine-Month
Period Ended September 30, 2010 and September 30, 2009





For the
nine months ended September 30, 2010 and 2009, total sales were $310,693 and
$582,925, and the cost of goods sold were $203,952 and $376,780, or 66% and 65%
of sales, respectively. Sales of Xinhua surgical instruments were $76,024
and $54,512 respectively for the nine months ended September 30, 2010 and 2009,
and the cost of goods sold were $37,280 and $23,354, or 49% and 43% or sales,
respectively. The decrease in total sales is the result of the decrease in sales
of bovine serum in Bio-Bridge XBB. The demand for bovine serum in Chinese market
is decreasing as more vaccine producers switch to production procedures using
low-serum or serum-free cell culture systems. The increase in sales of Xinhua
surgical instruments is the result of our increasing efforts to acquire larger
customers.





For the
nine months ended September 30, 2010 and 2009, research and development expenses
were $171,764 and $148,960, respectively. The increase of $22,804 is due to the
increase in purchase of research materials in 2010.




For the
nine months ended September 30, 2010 and 2009, general and administrative
expenses were $2,647,960 and $808,109, respectively. The increase of $1,839,851
is mainly due to the compensation cost for issuing common stock warrants to two
directors, which was $1,521,805, an increase in depreciation expense after
putting our laboratory facility into service in mid-2009, and the increase in
expenses of vested stock options.





For the
nine months ended September 30, 2010 and 2009, selling and distribution expenses
were $97,498 and $148,581, respectively. The decrease of $51,083 is primarily
due to the decrease in the sales activities of Bio-Bridge XBB.





For the
nine months ended September 30, 2010 and 2009, interest expenses were $5,294 and
$637, respectively. The increase of $4,657 is primarily due to fluctuations in
the exchange rate of US Dollar to Chinese RMB in our subsidiaries in
China.





For the
nine months ended September 30, 2010, impairment of goodwill was $243,248,
compared to $0 for the nine months ended September 30, 2009. The impairment was
resulted from the deterioration in the market for XBB’s bovine serum, based on
management’s assessment as of September 30. 2010.





Net loss
for the nine months ended September 30, 2010 and 2009 were $3,030,009
and $594,739, respectively. The increase of $2,435,270 in net loss is
mostly the combination effect of the increase in general administrative
expenses, the decrease in gain on derivative liability fair value, which was
$15,665 for the three months ended September 30, 2010, compared to $268,271 for
the three months ended September 30, 2009, and the impairment of goodwill, which
was $243,248 for the nine months ended September 30, 2010, compared to $0 for
the nine months ended September 30, 2009.





Liquidity
and Capital Resources





Our
principal sources of liquidity are cash and cash equivalent balances, which was
$568,188 at September 30, 2010.





Net cash
used in operating activities for the nine months ended September 30, 2010 and
2009 were was $968,051 and $983,069 respectively.




Net cash
used in investing activities for the nine months ended September 30, 2010 and
2009 were was $357,751 and $527,883 respectively. The decrease is primarily due
to the decrease in fixed assets purchases.




Net cash
provided by financing activities for the nine months ended September 30, 2010
and 2009 were was $307,059 and $1,851,747 respectively. The decrease is
primarily due to the decrease in the proceeds from issuance of common
stock.


16




To date,
our operations have been funded through issuances of our common stock and
preferred stock whereby we raised an aggregate $8,365,888 from inception through
September 30, 2010.





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.





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.




17




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, Goodwill and Intangible 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.





Recent
Accounting Pronouncements




In April
2010, the Financial Accounting Standard Board (FASB) issued new accounting
guidance to clarify that an employee share-based payment award with an exercise
price denominated in the currency of a market in which a substantial portion of
the entity's equity securities trades should not be considered to contain a
condition that is not a market, performance, or service
condition.  Therefore, an entity would not classify such an award as a
liability if it otherwise qualifies as equity.  The amendments are
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2010.  The Company does not
expect adoption of this standard will have a material on its
consolidated financial position or results of operations.





In
April 2010, the FASB issued new accounting guidance in applying the
milestone method of revenue recognition to research or development arrangements.
Under this guidance management may recognize revenue contingent upon the
achievement of a milestone in its entirety, in the period in which the milestone
is achieved, only if the milestone meets all the criteria within the guidance to
be considered substantive. This standard is effective on a prospective basis for
research and development milestones achieved in fiscal years, beginning on or
after June 15, 2010. Early adoption is permitted; however, adoption of this
guidance as of a date other than January 1, 2011 will require the Company
to apply this guidance retrospectively effective as of January 1, 2010 and
will require disclosure of the effect of this guidance as applied to all
previously reported interim periods in the fiscal year of adoption. As the
Company plans to implement this standard prospectively, the effect of this
guidance will be limited to future transactions. The Company does not expect
adoption of this standard to have a material impact on its financial position or
results of operations as it has no material research and development
arrangements which will be accounted for under the milestone
method.





In
January 2010, the FASB issued new accounting guidance which requires new
disclosures regarding transfers in and out of Level 1 and Level 2 fair value
measurements, as well as requiring presentation on a gross basis of information
about purchases, sales, issuances and settlements in Level 3 fair value
measurements. The guidance also clarifies existing disclosures regarding level
of disaggregation, inputs and valuation techniques. The new guidance is
effective for interim and annual reporting periods beginning after
December 15, 2009.  Disclosures about purchases, sales, issuances
and settlements in the roll forward of activity in Level 3 fair value
measurements are effective for fiscal years beginning after December 15,
2010.  As this guidance requires only additional disclosure, there
should be no impact on the consolidated financial statements of the Company upon
adoption.


18




In
October 2009, a new accounting consensus was issued for
multiple-deliverable revenue arrangements. This consensus amends existing
revenue recognition accounting standards. This consensus provides accounting
principles and application guidance on whether multiple deliverables exist, how
the arrangement should be separated and the consideration allocated. This
guidance eliminates the requirement to establish the fair value of undelivered
products and services and instead provides for separate revenue recognition
based upon management’s estimate of the selling price for an undelivered item
when there is no other means to determine the fair value of that undelivered
item. Previously the existing accounting consensus required that the fair value
of the undelivered item be the price of the item either sold in a separate
transaction between unrelated third parties or the price charged for each item
when the item is sold separately by the vendor. Under the existing accounting
consensus, if the fair value of all of the elements in the arrangement was not
determinable, then revenue was deferred until all of the items were delivered or
fair value was determined. This new approach is effective prospectively for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010. The Company is in the process of
evaluating whether the adoption of this standard will have a material effect on
its financial position, results of operations or cash flows.





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





Commitments





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 September 30, 2010, 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
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.




19




PART
II - OTHER INFORMATION





Item 1.  Legal
Proceedings





Not
Applicable.





Item
1A.  Risk Factors




There
have been no material changes in the risk factors previously disclosed in Form
10-K we filed with the SEC on March 31, 2010.




Item 2.  Unregistered Sales of
EquitySecurities 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:
November 15, 2010





/s/ 
      Dr. Liang QiaoBy:
      Dr. Liang QiaoChief
      Executive Officer(Principal
      Executive Officer)




20


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.




21