UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
|
August
10, 2009
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BIO-BRIDGE
SCIENCE, INC.
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(Exact
name of registrant as specified in its charter)
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Delaware
|
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20-1802936
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1211 West 22nd Street, Suite 615, Oak Brook,
Illinois
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60523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
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630-928-0869
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
This
Form 8-K and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain forward
looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant’s management as well as
estimates and assumptions made by the Registrant’s management. When
used in the Filings the words “anticipate”, “believe”, “estimate”, “expect”,
“future”, “intend”, “plan” or the negative of these terms and similar
expressions as they relate to the Registrant or the Registrant’s management
identify forward looking statements. Such statements reflect the
current view of the Registrant with respect to future events and are subject to
risks, uncertainties, assumptions and other factors relating to the Registrant’s
industry, operations and results of operations and any businesses that may be
acquired by the Registrant. Should one or more of these risks or
uncertainties materialize, or should the underlying assumptions prove incorrect,
actual results may differ significantly from those anticipated, believed,
estimated, expected, intended or planned.
ITEM
4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR
ARELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW.
As used
in this report, "we", "us", "our", "the Company" or "BGES" refer to Bio-Bridge
Science, Inc., a Delaware corporation and its subsidiaries.
On August
10, 2009, the management of BGES (the “Company”), concluded, with the
concurrence of the Company’s Board of Directors, that an accounting error had
been made in the Company’s historical financial statements in relation to the
recording of derivative liability as a result of the adoption
of Emerging Issues Task Force (“EITF”) 07-05, “
Determining Whether an Instrument
(or Embedded Feature) is indexed to an Entity’s Own Stock”
and that, as a
result, the Company’s financial statements for the fiscal quarter
ended March 31, 2009 should be amended and restated. In light of the
restatement, the financial statement and other financial information included in
the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended
March 31, 2009, should no longer be relied upon.
The
restatements will reflect changes to the accounting treatment of certain
warrants, options and beneficial conversion feature of the preferred stock which
previously issued in accordance with EITF 07-05.
The
Company expects to file amendments to its Form 10-Q/A for the quarterly period
ended March 31, 2009 demonstrating the quarterly and year-to-date impact of the
adjustments to the applicable 2009 period, as soon as practicable.
However, because the timing of the restatement process is subject to the
completion of, among other things, the Company’s accounting review and review
processes, there can be no assurance as to the actual filing date of the
restated financial results.
The Board
of directors and management of the Company have discussed the matters disclosed
in this Current Report on Form 8-K with the Company’s independent registered
public accounting firm, Weinberg & Company, P.A,.
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BIO-BRIDGE
SCIENCE, INC.
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|
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Date:
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August
11, 2009
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By:
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/s/ Liang Qiao, MD.
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Name
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Liang
Qiao, MD.
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Title:
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Chief
Executive Officer
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