| Organization | NOTE 2 ORGANIZATION Advanced BioMedical Technologies,
Inc. (fka “Geostar Mineral Corporation” or “Geostar”) (“ABMT”) was incorporated in Nevada on
September 12, 2006. Shenzhen Changhua Biomedical Engineering
Company Limited (“Shenzhen Changhua”) was incorporated in the People’s Republic of China (“PRC”)
on September 25, 2002 as a limited liability company with a registered capital of $724,017. Shenzhen Changhua is owned by two stockholders
in the proportion of 70% and 30% respectively. Shenzhen Changhua has been involved in the development of polymer screws, rods and
binding wires for fixation on human fractured bones. The Company is currently involved in researching, manufacturing and conducting
clinical trials on its products and intends to raise additional capital to produce and market its products commercially. The Company
holds one Class III permit and one Class II permit from the China Food and Drug Administration (“CFDA”), formally the
State Food and Drug Administration (“SFDA”) of the PRC. The Company holds two patents issued by the State Intellectual
Property Office of the P.R.C. (“SIPO”). The Company has no revenue since its inception and, in accordance with Accounting
Standards Codification (“ASC”) Topic 915, “Development Stage Entities” (formerly Statement of Financial
Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprise”), is considered
a Development Stage Company. Masterise Holdings Limited (“Masterise”)
was incorporated in the British Virgin Islands on May 31, 2007 as an investment holding company and was then owned as to 63% by
the spouse of Shenzhen Changhua’s 70% majority stockholder at the time and 37% by a third party corporation. On January 29, 2008, Masterise
entered into a Share Purchase Agreement (“the Agreement”) with a stockholder of Shenzhen Changhua whereupon Masterise
acquired 70% of Shenzhen Changhua for US$64,100 in cash. The acquisition was completed on February 25, 2008. As both Masterise
and Shenzhen Changhua were under common control and management, the acquisition was accounted for as a reorganization of entities
under common control. Accordingly, the operations of Shenzhen Changhua were included in the consolidated financial statements as
if the transactions had occurred retroactively. On December 31, 2008, ABMT consummated
a Share Exchange Agreement (“the Exchange Agreement”) with the stockholders of Masterise pursuant to which ABMT issued
50,000 shares of Common Stock to the stockholders of Masterise for 100% equity interest in Masterise. Concurrently, on December 31, 2008,
a major stockholder of ABMT also consummated an Affiliate Stock Purchase Agreement (the “Affiliate Agreement”) with
thirteen individuals including all the stockholders of Masterise, pursuant to which the major stockholder sold a total of 5,001,000
shares of ABMT’s common stock for a total aggregate consideration of $5,000, including 4,438,250 shares to the stockholders
of Masterise. On consummation of the Exchange
Agreement and the Affiliate Agreement, the 70% majority stockholder of Masterise became an 80.7% stockholder of ABMT. On March 13, 2009, the name of
the Company was changed from Geostar Mineral Corporation to Advanced Biomedical Technologies, Inc. The merger of ABMT and Masterise
was treated for accounting purposes as a capital transaction and recapitalization by Masterise (“the accounting acquirer”)
and a re-organization by ABMT (“the accounting acquiree”). The financial statements have been prepared as if the re-organization
had occurred retroactively. Accordingly, these financial statements
include the following:
(1) The balance sheet consisting of the net assets of the acquirer at historical cost and the net assets of the acquiree at historical cost.
(2) The statement of operations including the operations of the acquirer for the periods presented and the operations of the acquiree from the date of the transaction. ABMT, Masterise and Shenzhen Changhua
are hereinafter referred to as (“the Company”). |
