Bio Bridge Science 10Q 2010 Q1 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

ACT OF 1934

For the quarterly period ended: March 31, 2010

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

ACT OF 1934

For the transition period from _______ to _______

Commission File Number: 000-51497

BIO-BRIDGE SCIENCE, INC.

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

Delaware		20-1802936
(State or Other jurisdiction of		(IRS Employer
incorporation or organization)		Identification No.)

1211 West 22nd Street, Suite 615
Oak Brook, Illinois		60523
(Address of principal executive offices)		(Zip Code)

630-928-0869

(Issuer's telephone number including area code)

Check whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: Yes x No o

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

Large accelerated filer o	Accelerated filer o

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

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

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

Common Stock Outstanding as of March 31, 2010: 41,070,245 shares

Bio-Bridge Science, Inc.

Index to Form 10-Q

		Page
Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2010 (unaudited) and December 31, 2009	3

	Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2010 and 2009 (unaudited)	4

	Condensed Consolidated Statements of Changes in Shareholders' Equity for the three month period ended March 31, 2009 (unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the three month periods ended March 31, 2009 and 2008 (unaudited)	6

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation	14

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	18

Item 4.	Controls and Procedures	19

Part II	Other Information	19

Item 1.	Legal Proceedings	19

Item 1A.	Risk Factors	19

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	19

Item 3.	Defaults Upon Senior Securities	19

Item 4.	Submission of Matters to a Vote of Security Holders	19

Item 5.	Other Information	19

Item 6.	Exhibits	19

	SIGNATURES	19

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

MARCH 31, 2010 AND DECEMBER 31, 2009

	March 31,		December 31,
	2010		2009
	(Unaudited)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	750,545	$	1,481,851
Accounts receivable, net		300,061		471,236
Inventories		872,366		589,730
Trading securities, at fair value		168,785		162,044
Prepaid expenses and other current assets		163,862		62,663

Total Current Assets		2,255,619		2,767,524

Property and equipment, net		3,398,941		3,465,302
Construction in progress		4,395		-
Land use right, net		517,026		522,510
Intangible assets		219,738		219,677
Goodwill		243,248		243,248
Total Long-term Assets		4,383,348		4,450,737

TOTAL ASSETS	$	6,638,967	$	7,218,261

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	296,420	$	161,122
Accrued expenses and other payables		115,201		144,795
Payable for leasehold and equipment purchases		-		273,558
Payable to contractors		-		42,471
Due to director		19,359		15,183
Derivative liabilities		200,981		377,013
Total Current Liabilities		631,961		1,014,142
EQUITY
Preferred stock, $0.001 par value, 5,000,000 shares authorized, 4,000,000 shares issued and outstanding		4,000		4,000
Common stock, $0.001 par value, 100,000,000 shares authorized, 41,070,245 and 40,819,285 shares issued and outstanding, respectively		41,070		40,819
Additional paid-in capital		18,353,895		16,475,947
Preferred stock dividend, payable in common shares		-		74,200
Subscription receivable		(210,325)		(210,325	)
Stock to be issued, 280,000 and 350,960 shares, respectively		210,000		248,140
Accumulated other comprehensive income		263,534		261,948
Accumulated deficit		(13,603,941)		(11,678,908	)
Total Bio-Bridge Science, Inc. shareholders’ equity		5,058,233		5,215,821
NONCONTROLLING INTEREST		948,773		988,298
Total equity		6,007,006		6,204,119

TOTAL LIABILITIES AND EQUITY	$	6,638,967	$	7,218,261

See accompanying notes to the condensed consolidated financial statements.

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

	Three Months Ended March 31, 2010			Three Months Ended March 31, 2009

Revenue	$	60,257		$	264,129
Cost of goods sold		(37,396)			(162,259	)
Gross profit		22,861			101,870

Research and development costs		88,336			32,812
Selling and distribution expenses		40,325			29,341
General and administrative expenses		1,859,491			208,533

Loss from operations		(1,965,291)			(168,816	)

Change in fair value of derivative liability		-			171,277
Interest expense		(801)			(274	)
Unrealized gain (loss) on trading securities		6,741			(3,630	)
Dividend income		3,559			4,308

Income (loss) before income taxes		(1,955,792	)		2,865

Benefit (provision) for income taxes		12,434			(20,967	)

Net loss		(1,943,358)			(18,102	)

Net (loss) income attributable to noncontrolling interests		(39,525)			34,674

Net loss attributable to Bio-Bridge Science, Inc.		(1,903,833)			(52,776	)

Preferred stock dividends		21,200			55,550

Net loss attributable to common shareholders	$	(1,925,033)		$	(108,326	)

Net loss per share, attributable to common shareholders, basic and diluted	$	(0.05)		$	(0.00	)

Weighted average shares outstanding, basic and diluted		38,183,573			34,973,009

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN EQUITY (UNAUDITED)

FOR THE THREE MONTHS ENDED MARCH 31, 2010

	Common Stock				Preferred stock				Preferred stock dividend payable in common share			Additional Paid-in Capital		Accumulated Other Comprehensive Gain		Common Stock To be Issued			Subscriptions Receivable			Accumulated Deficit			Non controlling interest			Total
	Shares		Amount		Shares		Amount

BALANCE December 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		$	6,204,119

Accrual of preferred stock dividend		-		-		-		-		21,200			-		-		-			-			(21,200	)		-			-

Payment of preferred stock dividend through issuance of common shares		180,000		180		-		-		(95,400	)		95,220		-		-			-			-			-			-

Fair value of vested options		-		-		-		-		-			46,822		-		-			-			-			-			46,822

Fair value of warrants issued to directors		-		-		-		-		-			1,521,805		-		-			-			-			-			1,521,805

Issuance of shares		70,960		71		-		-		-			38,069		-		(38,140	)		-			-			-

Extinguishment of derivative recorded as contribution to capital													176,032																176,032

Foreign currency translation gain		-		-		-		-		-			-		1,586		-			-			-			-			1,586

Net Loss		-		-		-		-		-			-		-		-			-			(1,903,833	)		(39,525	)		(1,943,358	)

BALANCE March 31, 2010		41,070,245	$	41,070		4,000,000	$	4,000	$	-		$	18,353,,895	$	263,534	$	210,000		$	(210,325	)	$	(13,603,941	)	$	948,773		$	6,007,006

See accompanying notes to the condensed consolidated financial statements.

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

	For Three Months Ended March 31, 2010		For Three Months Ended March 31, 2009
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(1,943,358)	$	(189,379	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		99,984		13,552
Amortization of land use right		5,484		4,779
Fair value of vested options and warrants		1,568,627		-
Unrealized loss (gain) on trading securities		(6,741)		3,630
Change in operating assets and liabilities:
Accounts receivable		171,175		(95,210	)
Inventories		(282,636)		973
Prepaid expense and other assets		(101,199)		(164,304	)
Accounts payable		135,298		(20,012	)
Payable to contractors		(42,471)		(52,099	)
Accrued expenses and other payables		(303,152)		(48,907	)
Net cash used in operating activities		(698,989)		(546,977	)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in construction in progress		(4,395)		(42,085	)
Purchase of property and equipment		(33,684)		(145,482	)

Net cash used in investing activities		(38,079)		(187,567	)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		-		873,935
Advances from director		4,176		(21,442	)
Net cash provided by financing activities		4,176		852,493

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS		(732,892)		117,949

Effect of exchange rate changes on cash		1,586		(249	)
Cash and cash equivalents, beginning of period		1,481,851		1,486,252

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	750,545	$	1,603,952

SUPPLEMENTAL CASH FLOW INFORMATION
Interest Paid	$	-	$	-
Income taxes Paid	$	-	$	33,166

SUPPLEMENTAL NON-CASH INVESTING AND FINANCING ACTIVITIES

Net (loss) income attributable to noncontrolling interests	$	(39,525)	$	34,674
Extinguishment of derivative recorded as contribution to capital	$	176,032	$	-
Accrual of preferred stock dividend payable in common stock	$	21,200	$	55,500
Payment of preferred stock dividend in shares of common stock	$	95,400	$	162,000

See accompanying notes to the condensed consolidated financial statements.

BIO-BRIDGE SCIENCE, INC. AND SUBSIDIARIES

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL

STATEMENTS AS OF MARCH 31, 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 United States of America for complete financial statements. However, such information reflects all adjustments (consisting solely of normal recurring adjustments), which are, in the opinion of management, necessary for the fair presentation of the consolidated financial position and the consolidated results of operations. Results shown for interim periods are not necessarily indicative of the results to be obtained for a full fiscal year.

The condensed consolidated balance sheet information as of March 31, 2010 was derived from the audited consolidated financial statements included in the Company's Annual Report on Form 10-K filed with the SEC on 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, such as HIV-PV vaccine I, cervical cancer vaccine, colon cancer vaccine, in mainland China.

On July 31, 2008, the Company acquired 51 percent of the outstanding capital interest of Bio-Bridge Xinheng Baide Biotechnology Co., Ltd. (“Bio-Bridge XBB”). The primary operations of Bio-Bridge XBB are the manufacture and distribution of bovine serum products, which is used in research, the production of pharmaceuticals, and production of veterinary medicines.

In June, 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 China and began minimal start up activities.

Going Concern

The accompanying 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 financial statements, the Company had a net loss of $1,943,358 and used cash in operations of $698,989 for the quarter ended March 31, 2010, and had an accumulated deficit of $13,603,941 at March 31, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The ability of the Company to continue as a going concern is dependent upon the Company’s ability to raise additional funds and implement its business plan. The 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 for the remainder of the calendar year. 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 January 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.

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.

Intangible Assets and Goodwill

As required by guidance issued by the FASB, management performs impairment tests of goodwill and 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 of goodwill and indefinite-lived intangible assets at least annually.

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. The discounted cash flow valuation methodology and calculations will be used in 2010 impairment testing. The Company’s first measurement period will be in the third quarter of 2010.

Impairment of Long-Lived Assets

Authoritative guidance issued by the Financial Accounting Standards Board established 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. There were no indications of impairment based on management’s assessment at March 31, 2010. 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.

Derivative financial instruments

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

Financial Assets and Liabilities Measured at Fair Value.

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

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

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

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

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

The following table presents certain investments and liabilities of the Company’s financial assets measured and recorded at fair value on the Company’s consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2010:

	Level 1		Level 2		Level 3		Total
Investment in trading securities	$	168,785	$	-	$	-	$	168,785
Fair value of options and warrants derivative liability						200,981		200,981
	$	168,785	$	-	$	200,981	$	369,766

Foreign Currency Translation

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

	2010		2009

Quarter end RMB : US$ exchange rate		6.8263		6.8359

Average quarterly RMB : US$ exchange rate		6.8273		6.8353

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:

	March 31,
		2010			2009
Net loss		$	(1,767,326	)	$	(189,379	)
Foreign currency translation gain（ loss）			1,586			(887	)
Comprehensive loss		$	(1,765,740	)	$	(190,266	)

Research and Development

Research and development costs are expensed as incurred. For the quarter ended March 31, 2010 and 2009, research and development expenses totaled $88,336 and $32,812, respectively.

Loss per Share

Basic earnings (loss) per share is computed by dividing income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. The diluted earnings per share calculation gives effect to all potentially dilutive common shares outstanding during the period using the treasury stock method. Common equivalent shares consist of shares issuable upon the exercise of stock options or warrants. As of March 31, 2010, common stock equivalents were composed of options convertible into 3,731,500 shares of the Company's common stock and warrants convertible into 8,814,943 shares of the Company's common stock. For the quarters ended March 31, 2010 and 2009, 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.

Concentrations

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

For the periods ended March 31, 2010 and 2009, approximately 33% and 93% of the Company’s sales were to customers located in China.

For the quarter ended March 31, 2010, one customer accounted for 33% of total sales. At March 31, 2010, four customers accounted for 89% of accounts receivable (31%, 28%, 19%, and 11%, respectively). For the quarter ended March 31, 2010, three vendors accounted for 66% of total purchases (39%, 17%, and 10% respectively). At March 31, 2010, these vendors accounted for 47% of accounts payable (22%, 5%, and 20% respectively). For the quarter ended March 31, 2009, four customers accounted for 100% of total sales (38%, 28%, 22% and 21% respectively). At March 31, 2009, five customers accounted for 100% of total accounts receivable (35%, 24%, 19%, 11%, and 11%, respectively). For the quarter ended March 31, 2009, four vendors accounted for 85% of total purchases (40%, 20%, 15% and 10% respectively). At March 31, 2010, these vendors accounted for 90% of accounts payable (30%, 30%, 20% and 10% respectively).

Recent Accounting Pronouncements

In October 2009, the FASB issued authoritative guidance on revenue recognition that will become effective in fiscal years beginning on or after June 15, 2010, with earlier adoption permitted. Under the new guidance on arrangements that include software elements, tangible products that have software components that are essential to the functionality of the tangible product will no longer be within the scope of the software revenue recognition guidance, and software-enabled products will now be subject to other relevant revenue recognition guidance. Additionally, the FASB issued authoritative guidance on revenue arrangements with multiple deliverables that are outside the scope of the software revenue recognition guidance. Under the new guidance, when vendor specific objective evidence or third party evidence for deliverables in an arrangement cannot be determined, a best estimate of the selling price is required to separate deliverables and allocate arrangement consideration using the relative selling price method. The new guidance includes new disclosure requirements on how the application of the relative selling price method affects the timing and amount of revenue recognition. We believe the adoption of this new guidance will not have a material impact on our financial statements.

In January 2010, the FASB issued guidance on improving disclosures about fair value measurements to add new disclosure requirements for significant transfers in and out of Level 1 and 2 measurements and to provide a gross presentation of the activities within the Level 3 rollforward. The guidance also clarifies existing fair value disclosures about the level of disaggregation and about inputs and valuation techniques used to measure fair value. The disclosure requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the requirement to present the Level 3 rollforward on a gross basis, which is effective for fiscal years beginning after December 15, 2010. The adoption of this guidance was limited to the form and content of disclosures, and will not have a material impact on our consolidated results of operations and financial condition.

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

NOTE 4 - INVENTORIES

Inventories consist of the following at:

	March 31, 2010		December 31, 2009
	( unaudited)
Raw materials	$	286,087	$	205,968
Finished goods		586,279		383,762

Total inventories	$	872,366	$	589,730

NOTE 5 - - SHAREHOLDER'S EQUITY

Preferred Stock

On December 31, 2006, the Company amended its certificate of incorporation to provide for 5,000,000 shares of Series A preferred stock. Pursuant to the Company's certificate of incorporation, its board of directors has the authority, without further action by the stockholders, to issue up to 5,000,000 shares of undesignated preferred stock, par value $0.001 per share. The Company's board 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 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.

On January 30, 2010, the Company notified the preferred shareholders it was exercising its right to have the 4,000,000 shares of preferred stock issued in 2007 to be converted at the stated conversion price of $0.75 per share into 3,000,000 shares of common stock. As of March 31, 2010, such preferred are in the process of being converted. The accrual of the preferred stock dividend was discontinued effective January 30, 2010. The Company has included the 3,000,000 shares of common stock that will be issued upon conversion in the calculation of weighted average shares outstanding for earnings per share purposes for the three months ended March 31, 2010.

At December 31, 2009, the Company had recorded a derivative liability of $176,032 related to the 3,000,000 warrants and conversion feature of the preferred stock. Upon expiration of the warrants and notification of conversion of the preferred shares, the derivative liability related to these instruments was extinguished and recorded as a contribution to capital.

NOTE 6 - - STOCK OPTIONS AND WARRANTS

At March 31, 2010, stock options outstanding were as follows:

	Options Granted		Weighted Average Exercise Price

Outstanding at January 1, 2010		3,731,500	$	0.45

Granted		-
Exercised		-
Cancelled		-

Outstanding at March 31, 2010		3,731,500	$	0.45

Exercisable at March 31, 2010		2,967,875	$	0.43

The following table summarizes information about stock options outstanding as of March 31, 2010:

	Options Outstanding				Options Exercisable
Range 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		3,731,500	$	0.45		7.00	2,967,875	$	0.43
		3,731,500					2,967,875

Information relating to stock options at March 31, 2010 summarized by exercise price is as follows:

Outstanding					Exercisable
Exercise price per Share		Number of shares	Remaining Life (years)		Exercise price		Number of Shares		Weighted average exercise price
$	0.001	400,000		5.83	$	0.001		400,000	$	0.0001
$	0.001	20,000		2.25	$	0.001		20,000	$	0.0001
$	0.001	3,000		9.30	$	0.001		3,000	$	0.0001
$	0.47	840,000		9.30	$	0.47		465,000	$	0.47
$	0.50	1,277,000		5.75	$	0.50		1,277,000	$	0.50
$	0.52	240,000		9.30	$	0.52		115,000	$	0.52
$	0.55	600,000		5.83	$	0.55		600,000	$	0.55
$	0.50	351,500		9.72	$	0.50		87,875	$	0.50
$	0.001 to $0.55	3,731,500		7.02	$	0.45		2,967,875	$	0.43

The aggregate intrinsic value of 3,731,500 options outstanding and 2,823,938 options exercisable as of March 31, 2010 were $325,365 and $293,706, respectively. The aggregate intrinsic value for the options is calculated as the difference between the price of the underlying awards and quoted price of the Company’s common shares for the options that were in-the-money as of March 31, 2010.

Common stock warrants

On January 30, 2010, the Company issued warrants to three companies controlled by two directors of the Company 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 the warrants was $1,521,805 at the grant date, determined using the Black-Scholes-Merton valuation method, with 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 March 31, 2010, warrants outstanding were as follows:

	Number of Shares under Warrants			Weighted Average Exercise Price

Warrants outstanding at January 1, 2009		8,814,943		$	0.95
Warrants granted		3,000,000			1.00
Warrants expired		(3,000,000	)		1.00

Warrants outstanding at March 31, 2010		8,814,943		$	0.95

The following table summarizes information about warrants outstanding at March 31, 2010:

Warrants Outstanding and Exercisable

Number of Shares Under Warrants	Exercise Price		Expiration Date	Weighted Average Exercise Price

183,334	$	0.75	June 4, 2011	$	0.75
183,333	$	1.20	June 4, 2013	$	1.20
1,724,138	$	0.725	July 2, 2012	$	0.725
1,724,138	$	1.10	July 2, 2013	$	1.10
1,000,000	$	0.725	July 9, 2012	$	0.725
1,000,000	$	1.10	July 9, 2013	$	1.10
3,000,000	$	1.00	January 30,2015	$	1.00
8,814,943	$	0.75-$1.20		$	0.95

The aggregate intrinsic value of 8,814,943 warrants outstanding and exercisable as of March 31, 2010 was zero.

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 trails;

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, and Xinheng Baide Biotechnology Co. Ltd.(“Bio-Bridge XBB”), a Chinese company.

OVERVIEW

Bio-Bridge Science, Inc. is a biotechnology company whose subsidiaries are focused on the commercial development of HIV-PV Vaccine I, HPV vaccine, colon cancer vaccine, mucosal adjuvant. Also, we sell bovine serum through our 51% owned subsidiary, Bio-Bridge XBB. The pre-clinical testing of HIV-PV Vaccine I on laboratory animals in Beijing, China was completed in June 2006. After the lab equipment is installed and we are able to produce vaccine candidate samples, we will apply to China's State Food and Drug Administration for approval to conduct clinical trials of HIV-PV Vaccine I. As of December 31, 2005, we had completed the construction of the outside body of our laboratory and bio-manufacturing facility in Beijing, China. The internal clean room installation project has been substantially completed as of end of 2006. We expect to pass the local government inspection and receive the necessary licenses in the second quarter of 2010, and by then the laboratory facility will be in operations fully. We acquired a 51% equity interest in Huhhot Xinheng Baide Biotechnology Co. Ltd. at the end of July in 2008. Bio-Bridge XBB produces and sells bovine serum, a major material used in the production of vaccines.

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 registered capital of the joint venture is RMB 10,000,000 (approximately US$ 1,464,000). The company invested RMB 5,100,000 (approximately US$732,000) in cash in the joint venture for 51% of the equity and JRS contributed certain technology for 15% of the equity. The balance of the equity was purchased by other investors. 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”).

Plan of Operations

Vaccine Development

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

The pre-clinical testing of HIV-PV Vaccine I on laboratory animals was completed in Beijing Institute of Radiation Medicine, and the testing result was issued in June 2006 and showed encouraging results. After the vaccine samples are produced in our GMP facility, we will submit application for clinical trials with the Chinese SFDA. We have purchased and installed the laboratory equipment and it is operating well. We plan to apply to the Chinese SFDA for the clinical trial in the third quarter of 2010. The clinical trial for therapeutic vaccine is expected to last three years. The clinical trial for preventive vaccine will last longer, most likely five to seven years.

We also plan to conduct the pre-clinical trials for colon cancer vaccine and HPV vaccine. We estimate that we will complete the pre-clinical trial of colon cancer vaccine by late 2010 and that of HPV vaccine by early 2011. We expect to enter clinical trials of colon cancer vaccine in the second half of 2011. As we discussed previously, clinical trial for therapeutic vaccine is expected to last three years. All the technology to make HIV vaccine and colon cancer vaccine is based on the technology co-developed by our CEO, Dr. Liang Qiao. Because we use the same technology to develop our potential vaccine products, we expect to use the same GMP facility in Beijing, China, to produce the HIV vaccine and colon cancer vaccine for pre-clinical and clinical trials.

To date we have funded our operations from funds we raised in private offerings. 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 $1.2 million for preparatory work and Phase I clinical study of HIV-PV Vaccine I;

o approximately $1.2 million for working capital and general corporate needs;

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

o approximately $0.5 million for pre-clinical trials on adjuvant.

We expect that the therapeutic vaccine can be brought to market in three years and the preventive vaccine can be brought to market in five to seven years, if we are successful in raising funds to complete development of the vaccines. As of March 31, 2010, our cash and cash equivalents and trading securities position was $919,330. 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, loans, or a combination of the foregoing to meet our planned operations. We cannot guarantee that financing will be available to us, on acceptable terms or at all. We also may borrow from local banks in China given that our land use right and laboratory facility could be used as collateral for borrowing. If we fail to obtain other financing in the next 12 months, either through an offering of our securities or by obtaining additional loans, we may be unable to develop our planned projects as scheduled and may be forced to scale back.

Distribution of Xinhua surgical instruments

We signed an exclusive agency agreement with Xinhua Surgical Instruments Co. Ltd. to distribute its surgical instruments in the United States at the end of 2005. We are currently seeking collaboration with local distributors and developing markets for Xinhua instruments. We built up a B2C website devoted to selling Xinhua surgical instruments in 2008. Also, we initiated some marketing campaigns, such as buying Google keywords.

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 material used in our vaccine production, skillful work force in vaccine production, and a distribution channel. We believe these companies will be complementary to us and make us more competitive.

On July 31, 2008, the Company completed the acquisition of Huhhot Xinheng Baide Biotechnology Co. Ltd., (“XHBD”), in which the Company purchased 51% of the outstanding capital interests of XHBD for RMB 6 million (approximately US$ 881,000). XHBD was incorporated on May 17, 2006 under the laws of the People’s Republic of China (“PRC”) as a limited company. XHBD is located in the city of Huhhot in Inner Mongolia, China. The primary operations of the Company are the manufacture and distribution of bovine serum products, which is used in research and production of vaccines. 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”).

At August 20, 2009, Bio-Bridge XBB purchased a land at LeSheng Economic Park District, Helingeer City, Inner Mongolia. The land area is 4.7 acres (approximately 18,933 square meters) and its cost was $166,290. The land will be used for the future manufacturing facility and headquarters for Bio-Bridge XBB.

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 registered capital of the joint venture will be RMB 10,000,000 (approximately US$1,464,000). The company invested RMB 5,100,000 (approximately US$732,000) in cash in the joint venture for 51% of the equity 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 decorated and major equipment has been purchased. The major production technology is transferred from JRS and the technicians are being trained to produce the qualified cell culture medium samples. We expect that Bio-Bridge JRS will formally produce and sell cell culture medium and related products in China in the third quarter of 2010.

Results of Operations

Three-month period ended March 31, 2010 and March 31, 2009

During the three-month period quarter ended March 31, 2010, we had revenues of $60,257. The cost of revenue was $37,396, which was 62% of the total revenue. During the three-month period quarter ended March 31, 2009, we had revenues of $264,129. The cost of revenue was $162,529, which was 62% of the total revenue. The decrease of revenues in the first quarter of 2010 was due to the seasonal factor for selling bovine serum.

For the quarter ended March 31, 2010, research and development expenses were $88,336, as compared to $32,812 for the quarter ended March 31, 2009. The increase of $55,524 is due to the increase of the pre-clinical trial development of our vaccine candidates.

For the quarter ended March 31, 2010, selling and distribution expenses were $40,325 as compared to $29,341 for the quarter ended March 31, 2009. The increase of $10,984 is due primarily to increases in shipping and selling expense and selling and distribution of Bio-Bridge XBB.

For the quarter ended March 31, 2010, general and administrative expenses were $1,859,491 as compared to $208,533 for the quarter ended March 31, 2009. The increase of $1,650,958 is mainly due to the compensation cost for issuing common stock warrants to three companies controlled by our two directors, which was $1,521,805.

For the quarter ended March 31, 2010, interest expense was $801 as compared to interest expense of $274 for the quarter ended March 31, 2008. The increase of $527 is due primarily to fluctuations in foreign exchange in our subsidiaries in China.

Net loss for the quarter ended March 31, 2010 was $1,943,358 as compared to $18,102 for the quarter ended March 31, 2009. This increase of $1,925,256 in net loss is primarily due to the compensation cost for issuing common stock warrants to three companies controlled by two of our directors, which was $1,521,805.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalent balances, which were $750,545 at March 31, 2010. Also, we had marketable securities valued at $168,785 as of March 31, 2010. These marketable securities were classified as trading securities.

Net cash used in operating activities was $698,989 for the three months ended March 31, 2010 and $546,977 for the three months ended March 31, 2009. The increase was due primarily to that we paid off some accrued expenses and payables.

Net cash provided by investing activities was ($38,079) for the three months ended March 31, 2010 and ($187,567) for the three months ended March 31, 2009. This change was due to we purchased fewer fixed assets during the three months ended March 31, 2010 compared with for the three months ended March 31, 2009.

Net cash provided by financing activities was $4,176 for the three months ended March 31, 2010 compared to $852,493 for the three months ended March 31, 2009. This decrease was mainly due to more proceeds from the issuance of commons stock during the first quarter of 2009.

To date, our operations have been funded through issuances of our common stock and preferred stock whereby we raised an aggregate $8,365,888 from inception through March 31, 2010.

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

Based on our current operating plan, we believe that we have sufficient cash and cash equivalents until year end. 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 January 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

Stock-Based Compensation

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

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

Impairment of Long-Lived Assets, 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

Commitments

Royalty and License Arrangements

Liang Qiao, M.D., our co-founder and chief executive officer, is one of the two co-inventors of our core technology that was assigned to Loyola University Chicago in April 2001. Under an agreement with Loyola University Chicago, we have obtained exclusive rights to this technology for use in its future products within the United States, Japan and the People's Republic of China, including mainland China, Hong Kong, Taiwan and Macau. The license continues perpetually or for the maximum period of time permitted by law, unless terminated earlier under the terms of the agreement. Pursuant to this agreement, Loyola receives a royalty of 4% from the net profit for all uses of the licensed technology, including uses under sublicenses. As of March 31, 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 Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the applicable period to ensure that the information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosures.

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

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

Not Applicable.

Item 1A. Risk Factors

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

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

Not applicable.

Item 3. Defaults Upon Senior Securities

Not applicable.

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

Not applicable.

Item 5. Other Information

Not applicable.

Item 6. Exhibits

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

SIGNATURES

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

Bio-Bridge Science, Inc.

/s/ Dr. Liang Qiao			Dated: May 17, 2010
By: Dr. Liang Qiao
Chief Executive Officer

EXHIBIT INDEX

3.1(i)*		Certificate of incorporation of the registrant, as currently in effect

3.1(ii)*		Bylaws of the registrant, as currently in effect

3.1(iii)**		Certificate of Designation of Series A Preferred Stock

4.1		Form of Common Stock Warrant Agreement dated January 2010

31.1		Certification of Chief Executive Officer

31.2		Certification of Chief Financial Officer

32.1		Section 1350 Certifications of Chief Executive Officer and Chief Financial Officer

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

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

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