Mail Stop 0408
June 3, 2005
Dr. Liang Qiao
Chairman and Chief Executive Officer
Bio-Bridge Science, Inc.
1211 West 22nd Street, Suite 615
Oak Brook, Illinois 60523
Re: Bio-Bridge Science, Inc.
Amendment No. 1 to Registration Statement on Form SB-2
Filed May 2, 2005
File No. 333-121786
Dear Dr. Qiao:
We have reviewed your filing and have the following
comments.
Where indicated, we think you should revise your document in
response
to these comments. If you disagree, we will consider your
explanation as to why our comment is inapplicable or a revision is
unnecessary. Please be as detailed as necessary in your
explanation.
In some of our comments, we may ask you to provide us with
information so we may better understand your disclosure. After
reviewing this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Summary, page 3
1. Please revise to provide additional summarized information
about
the principal obstacles remaining before you may have a commercial
product. Please provide a realistic estimate of the time it may
take
before you may have a commercial product.
Government Regulation in China, Japan and the United States, page
25
2. Please provide estimated times for each step in the regulatory
process in each country. Please clarify the estimated time and
capital needed to bring the vaccine to market in each of the three
countries.
Competition, page 27
3. Please revise your statement that "we believe we have
significant
intellectual property protection to prevent other from developing
a
competing vaccine" to clarify that you only believe that you can
prevent others from developing a competing vaccine using the same
technology as yours and that others are developing competing
vaccines.
Management`s Discussion and Analysis, page 28
4. Please revise your reference to "pre-clinical testing" to
clarify
that this involves testing on animals not humans;
5. Please reconcile the going concern opinion of your auditors as
well as your statement on page 28 that you "will need to obtain
additional financing ... to fund our cash needs and continue our
operations for the next 12 months" with your statement on page 29
that "We believe that we have adequate cash to satisfy our ...on-
going operations...for the nest 12 months."
Consolidated Financial Statements
General
1. Please refer to our previous comment 51. We could not locate
separate correspondence from your auditors. Please have your
independent accounting firm supplementally tell us the audit
procedures used to determine the existence, and appropriate values
of
fixed assets, including construction in process and the land use
right. In addition, the accounting firm should supplementally
tell
us their expertise in valuing assets held in China.
Note 1. Organization and Principal Activities - page F-6
2. Please refer to our previous comment 48. We note discussion of
the reasons why the company has a going concern disclosure in the
financial statements. However, no discussion of management`s
viable
plan to overcome these difficulties could be located. Please
revise
here and in MD&A to include this discussion as required by FRR-16.
Note 5. Loss on Investment - page F-12
3. Please revise to disclose management`s reasons for acquiring
Aegir
and why it subsequently decided to sell.
4. Please revise to disclose how recognizing the note receivable
from
Nakagawa Corporation at its present value resulted in a loss.
* * * * * * * * * * * * *
As appropriate, please amend your registration statement in
response to these comments. You may wish to provide us with
marked
copies of the amendment to expedite our review. Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information. Detailed cover
letters greatly facilitate our review. Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
* should the Commission or the staff, acting pursuant to delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
* the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
* the company may not assert staff comments and the declaration of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Rebekah Blakely Moore at (202) 551-3463 or
Paul
Ellis Cline at 202-551-3851 if you have questions regarding
comments
on the financial statements and related matters. Please contact
either Jonathan E. Gottlieb at (202) 551-3416 or me at (202) 551-
3698
with any other questions.
Sincerely,
Mark Webb
Legal Branch Chief
Dr. Liang Qiao
Bio-Bridge Science, Inc.
June 3, 2005
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