- Amended Quarterly Report (10-Q/A)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO.1

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, 2009

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, 2009: 35,111,009 shares

EXPLANATORY NOTE

The purpose of this Amendment No. 1 to Form 10-Q (“Amendment”) is to amend our initial filing of a Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2009, filed with the Securities and Exchange Commission (“SEC”) on May 15, 2009 (the “Initial Filing”). Defined terms used in this Amendment but not defined herein have the meanings ascribed to them in the Initial Filing.

On August 11, 2009, we filed a Current Report on Form 8-K with the SEC disclosing that our management concluded that an accounting error had been made in the Company’s historical March 31, 2009 financial statements in relation to the adoption of provisions of EITF 07-5, " Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock ”. As a result, the Company’s financial statements for the quarter ended March 31, 2009 are being restated. In light of the restatement, the financial statements and other financial information included in the Initial Filing are being restated in this Amendment.

Unless specified, the disclosures provided in this document have not been updated for more current information. Therefore, this Amendment should be read in conjunction with our other filings made with the SEC subsequent to the date of the Initial Filing. For updated disclosure regarding our business and financial condition, please read our periodic filings for the fiscal year ended December 31, 2008 and the quarterly period ended March 31, 2009.

Bio-Bridge Science, Inc.

Index to Form 10-Q

		Page
Item 1.	Financial Statements

	Condensed Consolidated Balance Sheets as of March 31, 2009 (Unaudited, As Restated) and December 31, 2008	3

	Unaudited Condensed Consolidated Statements of Operations for the three month periods ended March 31, 2009 (As Restated) and 2008	4

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

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

	Notes to Unaudited Condensed Consolidated Financial Statements	7

Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operation	16

Item 3.	Quantitative and Qualitative Disclosure About Market Risk	24

Item 4.	Controls and Procedures	24

Part II	Other Information	24

Item 1.	Legal Proceedings	24

Item 1A.	Risk Factors	24

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	24

Item 3.	Defaults Upon Senior Securities	24

Item 4.	Submission of Matters to a Vote of Security Holders	24

Item 5.	Other Information	24

Item 6.	Exhibits	25

	SIGNATURES	26

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	March 31,
	2009
	(Unaudited) (As Restated)			December 31, 2008
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	1,603,952		$	1,486,252
Accounts receivable, net of allowance of $12,000 at March 31, 2009 and December 31, 2008		435,843			340,633
Inventories		490,374			491,347
Trading securities, at fair value		112,005			115,634
Prepaid expenses and other current assets		202,668			38,364

Total Current Assets		2,844,842			2,472,230

Property, plant, and equipment, net		375,382			243,507
Construction in progress		2,718,511			2,676,938
Land use right, net		367,846			372,696
Goodwill		243,248			243,248

Total Long-term Assets		3,704,987			3,536,389

TOTAL ASSETS	$	6,549,829		$	6,008,619

LIABILITIES AND EQUITY
CURRENT LIABILITIES
Accounts payable	$	245,670		$	265,682
Accrued expenses and other payables		109,779			158,686
Payable to contractors		133,830			185,929
Due to related parties		10,748			32,189
Derivative liability		1,118,092			-
Total Current Liabilities		1,618,119			642,486

Commitments and contingencies

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, 35,111,009 and 34,931,009 shares issued and outstanding, respectively		35,111			34,931
Additional paid-in capital		11,660,297			12,912,545
Preferred stock dividend, payable in common shares		30,550			137,000
Subscription receivable		(1,206,335	)		(2,062,670	)
Stock to be issued, 5,831,076 and 5,818,276 shares, respectively		4,576,656			4,559,056
Accumulated other comprehensive gain		259,005			259,892
Accumulated deficit		(10,984,558)61	)		(11,000,931	)
Total Shareholders’ Equity		4,374,726			4,843,823
Noncontrolling interests		556,984			522,310
Total equity		4,931,710			5,366,133

TOTAL LIABILITIES AND EQUITY	$	6,549,829		$	6,008,619

See accompanying notes to the condensed consolidated financial statements.

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

	Three Months Ended March 31, 2009 (as Restated)			Three Months Ended March 31, 2008

Revenue	$	264,129		$	2,285
Cost of good sold		(162,259	)		(891	)
Gross profit		101,870			1,394

Research and development cost		(32,812	)		(36,533	)
Selling and distribution expenses		(29,341	)		(12,329	)
General and administrative expenses		(208,533	)		(206,561	)

Loss from operations		(168,816	)		(254,029	)

Interest (expense) income		(274	)		26
Change in fair value of derivative liability		171,277
Unrealized loss on trading securities		(3,630	)		(70,862	)
Loss on sale of trading securities		-			(9,766	)
Dividend income		4,308			46,117

Income (loss) before income taxes		2,865			(288,514	)

Provision for income taxes		(20,967	)		-

Loss after income taxes		(18,102)			(288,514	)

Income attributable to noncontrolling interests		34,674			-

Loss attributable to controlling interest		(52,776	)		(288,514	)

Preferred stock dividends		(55,550	)		(90,000	)

Net loss attributable to common shareholders	$	(108,326	)	$	(378,514	)

Net loss per share, attributable to common shareholders, basic and diluted	$	(0.00	)	$	(0.01	)

Weighted average shares outstanding, basic and diluted		34,973,009			34,357,676

See accompanying notes to the condensed consolidated financial statements.

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF

CHANGES IN SHAREHOLDERS’ EQUITY

FOR THE THREE MONTHS ENDED MARCH 31, 2009 (As Restated)

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

BALANCE JANUARY 1, 2009		34,931,009	$	34,931		4,000,000	$	4,000	$	137,000		$	12,912,545		$	259,892		$	4,559,056	$	(2,062,670	)	$	(11,000,931	)	$	522,310	$	5,366,133

Cumulative effect of change in accounting principle- January 1, 2009 reclass of conversion feature, warrants, and and options to derivative liability		-		-		-		-		-			(1,414,068	)		-			-		-			124,699			-		(1,289,369)

Sale of 12,800 shares of common stock for cash, to be issued		-		-		-		-		-			-			-			17,600		(17,600	)		-					-

Accrual of preferred stock dividend		-		-		-		-		55,550			-			-			-		-			(55,550	)				-

Payment of preferred stock dividend		180,000		180		-		-		(162,000	)		161,820			-			-		-			-					-

Proceeds from previously issued stock		-		-		-		-		-			-			-			-		873,935			-					873,935

Foreign currency translation gain		-		-		-		-		-			-			(887	)		-		-			-					(887	)

Net loss		-		-		-		-		-			-			-			-		-			(52,776	)		34,674		(18,102	)

BALANCE MARCH 31, 2009		35,111,009	$	35,111		4,000,000	$	4,000	$	30,550		$	11,660,297		$	259,005		$	4,576,656	$	(1,206,335	)	$	(10,984,558	)	$	556,984	$	4,931,710

See accompanying notes to the condensed consolidated financial statements.

BIO-BRIDGE SCIENCE INC. AND SUBSIDIARIES

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

	For Three Months Ended March 31, 2009 (As Restated)			For Three Months Ended March 31, 2008
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(18,102	)	$	(288,514	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		13,552			4,986
Amortization of land use right		4,779			4,560
Non cash stock compensation expense		-			42,761
Change of fair value of derivative liability		(171,277)
Unrealized loss on trading securities		3,630			70,862
Loss on sale of trading securities		-			9,766
Change in operating assets and liabilities:
Accounts receivable		(95,210	)		-
Inventories		973			-
Prepaid expense and other assets		(164,304	)		5,342
Accounts payable		(20,012	)		-
Payable to contractors		(52,099	)		5,046
Accrued expenses and other payables		(48,907	)		35,944
Net Cash Used In Operating Activities		(546,977	)		(109,247	)

CASH FLOWS FROM INVESTING ACTIVITIES
Increase in construction in progress		(42,085	)		(15,602	)
Purchase of fixed assets		(145,482	)		-
Proceeds from sale of trading securities		-			300,013
Net Cash (Used In) Provided By Investing Activities		(187,567	)		284,411

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stock		873,935			-
Advances from director		(21,442	)		28,494
Net Cash Provided By Financing Activities		852,493			28,494

NET INCREASE IN CASH AND CASH EQUIVALENTS		117,949			203,658

Effect of exchange rate changes on cash		(249	)		(4,190	)
Cash and cash equivalents, beginning of period		1,486,252			104,372

CASH AND CASH EQUIVALENTS, END OF PERIOD	$	1,603,952		$	303,840

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

SUPPLEMENTAL NON-CASH FLOW INVESTING AND FINANCING ACTIVITIES
Cumulative effect of change in accounting principle, January 1,2009 for reclassification of conversion feature and warrants to derivative liability	$	1,289,369	$	-
Accrual of preferred stock dividend payable in common stock	$	55,500	$	55,500
Payment of preferred stock dividend in shares of common stock	$	162,000	$	180,000

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, 2009

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 December 31, 2008 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, 2009. 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.

On December 1, 2004, the Company acquired all of the outstanding shares of Bio-Bridge Science Corporation ("BBSC"), a Cayman Islands corporation, in exchange for 29,971,590 shares of its common stock, and as a result, BBSC became a wholly owned subsidiary of the Company. The acquisition was accounted for as a reverse merger (recapitalization) with BBSC deemed to be the accounting acquirer, and the Company the legal acquirer. Accordingly, the historical financial information presented in the condensed consolidated financial statements is that of BBSC.

BBSC was incorporated in the Cayman Islands on February 11, 2002. At the time of the exchange, BBSC held a 100% interest in Bio-Bridge Science (Beijing) Corp. ("BBS Beijing"), a wholly-foreign funded enterprise of the People's Republic of China ("PRC") which was established on May 20, 2002. BBS 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 Huhhot Xinheng Baide Biotechnology Co., Ltd. (“XHBD”, see Note 5). XHBD was incorporated on May 17, 2006 under the laws of the PRC as a limited company, which is similar to a limited liability company. XHBD is located in the city of Huhhot in Inner Mongolia of the PRC. The primary operations of the XHBD are the manufacture and distribution of bovine serum products, which is used in research, the production of pharmaceuticals, and production of veterinary medicines. The results of XHBD are included in the accompanying condensed consolidated financial statements from August 1, 2008.

Going Concern

Since its inception, the Company has been primarily engaged in organizational and pre-operating activities. The Company has generated insignificant revenues and has incurred accumulated losses of $10,984,558 from February 11, 2002 (Inception) through March 31, 2009. We incurred net losses of $18,102 and $3,538,899 for the three months ended March 31, 2009 and year ended December 31, 2008, respectively. As a result, the Company’s independent registered public accounting firm, in their report on the Company’s 2008 consolidated financial statements, raised substantial doubt about the Company’s ability to continue as a going concern.

Our operations have been funded through issuances of our common stock and preferred stock whereby we raised an aggregate $8,383,488 from February 11, 2002 (inception) through March 31, 2009. During the first quarter of 2009, the Company sold 12,800 shares of its common stock to a 123 investors at $1.375 per share for a total consideration of $17,600. During 2008, the Company sold 5,841,609 shares of its common stock to seven individuals for a total of $4,244,999. Four of these individuals, who purchased a total of 5,488,276 shares of common stock for a total of $3,980,000, are members of our Board of Directors. Some of the sales agreements also included warrants to purchase common stock.

Based on our current operating plan, we believe that we have sufficient cash and cash equivalents to last approximately through June 2010. 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 June 2010. 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 condensed consolidated financial statements include the accounts of Bio-Bridge Science Inc. and our wholly owned subsidiaries, Bio-Bridge Science Corp., Bio-Bridge Science (Beijing) Corp, Bio-Bridge Science Holding Co. and Bio Bridge Science (HK), Co. and our 51% owned subsidiary Huhhot Xinheng Baide Biotechnology Co. Ltd (“XHBD”). Intercompany accounts and transactions have been eliminated in consolidation.

Change in accounting principle

Effective January 1, 2009, the Company adopted Emerging Issues Task Force Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (EITF 07-5). As a result of adopting EITF 07-5, certain options and warrants and the beneficial conversion feature of the Company’s convertible preferred stock previously treated as equity are no longer afforded equity treatment because the strike price of the warrants is denominated in US dollars, a currency other than the Company’s functional currency, the Chinese Renminbi. As a result, these instruments are not considered indexed to the Company’s own stock, and as such, all future changes in the fair value of these instruments will be recognized currently in earnings until such time as the options, warrants, or beneficial conversion feature are exercised or expire (see Notes 4 and 7).

Effective January 1, 2009, the Company adopted SFAS No. 160, “Noncontrolling Interests in Consolidated Financial Statements.” This statement amends Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to establish accounting and reporting standards for a noncontrolling (minority) interest in a subsidiary and for the deconsolidation of a subsidiary. This statement clarifies that a noncontrolling interest in a subsidiary is an ownership in the consolidated entity that should be reported as equity in the consolidated financial statements. The adoption of SFAS No. 160 did not have any material impact on the Company’s financial condition and results of operations. However, it did impact the presentation and disclosure of noncontrolling (minority) interests in the Company’s condensed consolidated financial statements. The presentation and disclosure requirements were retrospectively applied to the condensed consolidated financial statements. As such, all prior periods presented have been conformed to current year’s presentation. The noncontrolling (minority) interest relates to third party shareholders of XHBD, who own 49% of XHBD as of March 31, 2009.

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 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.

Impairment of Long-Lived Assets

We account for long-lived assets in accordance with SFAS No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. We regularly evaluate our long-lived assets for indicators of possible impairment whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. An impairment loss would be recognized when estimated undiscounted future cash flows expected to result from the use of an asset and its eventual disposition are less than its carrying amount. Impairment, if any, is measured using discounted cash flows. In the period ended March 31, 2009, we performed an evaluation of our long-lived assets and concluded there was no impairment.

Goodwill

Goodwill is related to the Company's acquisition of Huhhot Xinheng Baide Biotechnology Co., Ltd on July 31, 2008 (see Note 5). Goodwill and other intangible assets are accounted for in accordance with the provisions of SFAS No. 142, “Goodwill and Other Intangible Assets”. Under SFAS 142, 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. Based on management’s assessment, there were no indicators of impairment of recorded goodwill at March 31, 2009.

Financial Assets and Liabilities Measured at Fair Value

Fair Value Measurements are determined by the Company's adoption of Statement of Financial Accounting Standards ("SFAS") No. 157, “Fair Value Measurements” ("SFAS 157") as of January 1, 2008, with the exception of the application of the statement to non-recurring, non-financial assets and liabilities as permitted. The adoption of SFAS 157 did not have a material impact on the Company's fair value measurements. SFAS 157 defines fair value 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. SFAS 157 establishes a fair value hierarchy, 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.

SFAS 157 requires the use of 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 condensed consolidated balance sheets on a recurring basis and their level within the fair value hierarchy as of March 31, 2009 (unaudited):

	Level 1		Level 2		Level 3		Total
Investment in trading securities	$	112,005	$	-	$	-	$	112,005
Fair value of options and warrants		-		-		481,836		481,836
Fair value of embedded conversion feature		-		-		636,256		636,256

	$	112,005	$	-	$	1,118,092	$	1,230,097

Foreign Currency Translation

The accompanying condensed consolidated financial statements are presented in United States dollars. The functional currency of the Company is the Renminbi (RMB). Capital accounts of the condensed 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.

	As of and for the three months ended March 31, 2009		As of and for the three months ended March 31, 2008

Period end RMB : US$ exchange rate		6.8359	7.0190

Average period RMB : US$ exchange rate		6.8353	7.1618

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.

Research and Development

Research and development costs are expensed as incurred. For the quarter ended March 31, 2009 and 2008, research and development expenses totaled $32,812 and $36,533, respectively.

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:

	Three months ended March 31,
		2009			2008
Net loss		$	(18,102	)	$	(288,514	)
Foreign currency translation gain （ loss ）			(887	)		87,116
Comprehensive loss		$	(18,989	)	$	(201,398	)

Loss per Share

SFAS No. 128, “Earnings Per Share”, requires presentation of basic earnings per share (“Basic EPS”) and diluted earnings per share (“Diluted EPS”). 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, 2009, common stock equivalents were composed of options convertible into 2,297,000 shares of the Company's common stock and warrants convertible into 8,864,943 shares of the Company's common stock.

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. The Company adopted SFAS No. 123R effective January 1, 2006, and is using the modified prospective method in which compensation cost is recognized beginning with the effective date (a) based on the requirements of SFAS No. 123R for all share-based payments granted after the effective date and (b) based on the requirements of SFAS No. 123R for all awards granted to employees prior to the effective date of SFAS No. 123R that remain unvested on the effective date. The Company accounts for stock option and warrant grants issued and vesting to non-employees in accordance with EITF No. 96-18: “Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring, or in Conjunction with Selling, Goods or Services” and EITF No. 00-18 “Accounting Recognition for Certain Transactions involving Equity Instruments Granted to Other Than Employees” 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.

Concentrations

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

For the quarter ended March 31, 2009, four customers accounted for 100% of total sales (38%, 28%, 22% and 12% respectively). At March 31, 2009, five customers accounted for 100% of total accounts receivable (35%, 24%, 19%, 11%, and 11%, respectively). At December 31, 2008, three customers accounted for 100% of accounts receivable (40%, 31%, and 29%, respectively). There were no sales at March 31, 2008.

Recent Accounting Pronouncements

In December 2007, Financial Accounting Standards Board (FASB) Statement 141R, “Business Combinations (revised 2007)” (SFAS 141R”) was issued. SFAS 141R replaces SFAS 141 “Business Combinations”. SFAS 141R requires the acquirer of a business to recognize and measure the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree at fair value. SFAS 141R also requires transactions costs related to the business combination to be expensed as incurred. SFAS 141R applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The effective date, as well as the adoption date for the Company was January 1, 2009. Although SFAS 141R may impact our reporting in future financial periods, we have determined that the standard did not have any impact on our historical consolidated financial statements at the time of adoption.

In April 2008 the FASB issued FASB Staff Position (“FSP”) No. 142-3, “Determination of the Useful Life of Intangible Assets” (“FSP 142-3”), which amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS 142. This pronouncement requires enhanced disclosures concerning a company’s treatment of costs incurred to renew or extend the term of a recognized intangible asset. FST 142-3 is effective for financial statements issued for fiscal years beginning after December 15, 2008. The effective date, as well as the adoption date for the Company was January 1, 2009. Although FSP 142-3 may impact our reporting in future financial periods, we have determined that the standard did not have any impact on our historical consolidated financial statements at the time of adoption.

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 – RESTATEMENT OF FINANCIAL STATEMENTS

On August 4, 2009, the management of 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 March 31, 2009 consolidated financial statements in relation to the adoption of the provisions of EITF 07-5, "Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” and the recording of certain options and warrants and the beneficial conversion feature of the Company’s convertible preferred stock previously treated as equity. The strike price of options and warrants issued by the Company, and the embedded conversion feature in the Company’s preferred stock are denominated in US dollars, a currency other than the Company’s functional currency, RMB. As a result, the options and warrants and embedded conversion feature are not considered indexed to the Company’s own stock. In accordance with EITF 07-05, the fair value of certain of the Company’s options and warrants, and the embedded conversion feature of the Company’s convertible preferred stock, have been re-characterized as derivative liabilities effective January 1, 2009. SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” requires that 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. As a result, the Company’s consolidated financial statements for the three months ended March 31, 2009 are being restated.

The effects of the restatement on the Company’s condensed consolidated financial statements for the three months ended March 31, 2009 are shown below (unaudited):

	March 31, 2009
Account	(As Initially Reported)			(Adjustment)			(As Restated) (Unaudited)
Current Assets
Cash	$	1,603,952		$	-		$	1,603,952
Accounts receivable		435,843			-			435,843
Inventories		490,374			-			490,374
Trading securities, at fair value		112,005			-			112,005
Prepaid expenses and other current assets		202,668			-			202,668
Total current assets		2,844,842			-			2,844,842
Property, plant, and equipment - net		375,382			-			375,382
Construction in progress		2,718,511			-			2,718,511
Land use right, net		367,846			-			367,846
Goodwill		243,248			-			243,248
Total Assets	$	6,549,829		$	-		$	6,549,829
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	245,670		$	-		$	245,670
Accrued expenses and other payables		109,779			-			109,779
Payable to contractors		133,830			-			133,830
Derivative liability		-			1,118,092	(1),(2)		1,118,092
Due to related parties		10,748			-			10,748
Total current liabilities		500,027			1,118,092			1,618,119
Equity
Preferred stock		4,000			-			4,000
Common stock		35,111			-			35,111
Additional paid-in capital		13,074,365			(1,414,068	) (1)		11,660,297
Preferred stock dividend payable		30,550			-			30,550
Subscription receivable		(1,206,335	)		-			(1,206,335	)
Stock to be issued		4,576,656			-			4,576,656
Accumulated other comprehensive gain		259,005			-			259,005
Accumulated deficit		(11,280,534	)		295,976	(1),(2)		(10,984,558	)
Total Bio-Bridge Science Inc. shareholders' equity		5,492,818			(1,118,092	)		4,374,726
Noncontrolling interests		556,984			-			556,984
Total equity		6,049,802			(1,118,092	)		4,931,710
Total liabilities and equity	$	6,549,829		$	--		$	6,549,829

	Three months ended March 31, 2009
Account	(As Initially Reported)			(Adjustment)			(As Restated) (Unaudited)
Revenue	$	264,129		$	—		$	264,129
Cost of goods sold		(162,259	)		—			(162,259	)
Gross profit		101,870			—			101,870

Research and development cost		(32,812	)		—			(32,812	)
Selling and distribution expenses		(29,341	)		—			(29,341	)
General and administrative expenses		(208,533	)		—			(208,533	)
Loss from operations		(168,816	)		—			(168,816	)

Interest expense		(274	)		—			(274	)
Change in fair value of derivative liability					171,277	(2)		171,277
Unrealized loss on trading securities		(3,630	)		—			(3,630	)
Dividend income		4,308			—			4,308
Provision for Income taxes		(20,967	)		—			(20,967	)
Loss after income taxes		(189,379	)		171,277			(18,102	)
Income attributable to noncontrolling interest		34,674			-			34,674
Loss attributable to controlling interest		(224,053	)		171,277			(52,776	)
Preferred stock dividends		(55,550	)		—			(55,550	)
Net loss attributable to common shareholders	$	(279,603	)	$	171,277		$	(108,326	)
Net loss per share attributable to common shareholder, basic and diluted	$	(0.01	)		0.01		$	(0.00	)
Weighted average shares outstanding, basic and diluted		34,973,009						34,973,009

	Three Months Ended March 31, 2009
	(As Initially Reported)			(Adjustment)			(As Restated) (Unaudited)
Cash flow from operating activities:
Net loss	$	(189,379	)	$	171,277		$	(18,102	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation		13,552			—			13,552
Amortization of land use right		4,779			—			4,779
Change in fair value of derivative liability		—			(171,277)	(2)		(171,277)
Unrealized loss on trading securities		3,630			—			3,630
Changes in operating assets and liabilities
Accounts receivable		(95,210)			—			(95,210)
Inventories		973			—			973
Prepaid expense and other assets		(164,304)			—			(164,304)
Accounts payable		(20,012)			—			(20,012)
Payable to contractors		(52,099)			—			(52,099)
Accrued expense and other payables		(48,907)			—			(48,907)
Net cash used in operating activities		(546,977)			—			(546,977)
Cash flows from investing activities:
Increase in construction in progress		(42,085	)		—			(42,085	)
Purchase of fixed assets		(145,482	)		—			(145,482	)
Net cash used in investing activities		(187,567	)		—			(187,567	)
Cash flows from financing activities:
Proceeds from issuance of common stock		873,935			—			873,935
Advances from director		(21,442)			—			(21,442)
Net cash provided by financing activities		852,493			—			852,493
Net increase in cash and cash equivalents		117,949			—			117,949
Effect of exchange rates on cash		(249)			—			(249)
Cash and cash equivalents, beginning of period		1,486,252			—			1,486,252
Cash and cash equivalents, end of period	$	1,603,952		$	—		$	1,603,952

Description of adjustments:

(1)

To record $1,289,369 increase to derivative liability, $124,699 increase to accumulated deficit for previously recognized stock compensation, and $1,414,068 decrease to additional paid in capital upon adoption of EITF 07-5

(2)

To record $171,277 decrease in derivative liability for the three months ended March 31, 2009.

NOTE 5 - ACQUISITION OF HUHHOT XINHENG BAIDE BIOTECHNOLOGY CO., LTD. (“ XHBD” )

On July 31, 2008, the Company acquired 51 percent of the outstanding capital interest of Huhhot Xinheng Baide Biotechnology Co., Ltd. (“XHBD”). XHBD is located in the city of Huhhot in Inner Mongolia of the PRC and is organized under the laws of the PRC. XHBD manufactures and distributes bovine serum products, which is used in research, the production of pharmaceuticals, and production of veterinary medicines. The Company purchased 51 percent of the outstanding capital interest of XHBD in exchange for cash of $881,058 (RMB 6,000,000). The acquisition has been accounted for as a purchase in accordance with SFAS No. 141 Business Combinations . As such, the results of XHBD's operations have been included in the consolidated financial statements since August 1, 2008. The components of the purchase price and the allocation of the purchase price are as follows:

Purchase Price
Cash consideration	$	881,058

Purchase price allocation
Fair value of tangible assets acquired, including cash of $487,118	$	1,114,828
Goodwill		243,248
		1,358,076
Historical cost of 49% minority interest		(477,018	)
Net purchase price	$	881,058

Allocation of the purchase price may change based on final valuation analysis. In preparing the valuation, the Company consulted with independent valuation experts. Goodwill represents the excess of the purchase price of XHBD over the fair value of the identifiable assets acquired and liabilities assumed. The Company accounts for minority interest using a historical basis.

The following unaudited pro forma operating data shown below presents the results of operations for the three months ended March 31 2008, as if the acquisition of XHBD had occurred on the last day of the immediately preceding fiscal period. Accordingly, transaction costs related to the acquisition are not included in the loss from operations shown below. The pro forma results are not necessarily indicative of the financial results that might have occurred had the acquisition actually taken place on the respective dates, or of future results of operations.

	For the three months Ended March 31,
	2008
	(Unaudited)
Net sales	$	47,633
Net loss	$	(265,387	)

Net loss per share-basic and diluted	$	(0.01	)

Weighted average shares outstanding-basic and diluted		34,357,676

In addition, China Diamond, an entity controlled by Mr. Trevor Roy, a director of the Company, purchased 14 percent of XHBD on April 30, 2008.

NOTE 6 - INVENTORIES

Inventories consist of the following at:

	March 31, 2009		December 31, 2008
	( unaudited)
Raw materials	$	73,276	$	40,929
Finished goods		417,098		450,418

Total inventories	$	490,374	$	491,347

NOTE 7 - DERIVATIVE LIABILITY

In June 2008, the FASB finalized Emerging Issues Task Force (“EITF”) 07-05, “Determining Whether an Instrument (or Embedded Feature) is indexed to an Entity’s Own Stock.” Under EITF 07-05, instruments which do not have fixed settlement provisions are deemed to be derivative instruments. The strike price of options and warrants issued by the Company, and the conversion feature in the Company’s preferred stock are denominated in US dollars, a currency other than the Company’s functional currency, RMB. As a result, the options and warrants and conversion feature are not considered indexed to the Company’s own stock. In accordance with EITF 07-05, the fair value of certain of the Company’s options and warrants, and the conversion feature of the Company’s convertible preferred stock, have been re-characterized as derivative liabilities effective January 1, 2009. SFAS 133, “Accounting for Derivative Instruments and Hedging Activities,” requires that 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 January 1, 2009, the Company had 2,297,000 options and 8,864,943 warrants outstanding with a strike price denominated in US dollars, a currency other than the Company’s functional currency, RMB. The Company determined that 2,177,000 of the options and 5,488,276 of the warrants were issued pursuant to SFAS 123R and therefore were not subject to the liability accounting required by EITF 07-5.

The derivative liabilities were valued using the Black-Scholes-Merton valuation technique with the following assumptions:

	March 31, 2009			December 31, 2008			At dates of issuance in 2007 and 2008

Risk-free interest rate		1.67	%		1.55	%	2.% to 3.4%
Expected volatility		81.4	%		80.3	%	50% to 56%
Expected life (in years)	1 to 3 years			1 to 3 years			2 to 5 years
Expected dividend yield		0.00	%		0.00	%		0.00	%

Fair Value:
Options and warrants	$	481,836		$	558,193		$	124,699
Embedded conversion feature		636,256			731,176			1,293,320
	$	1,118,092		$	1,289,369		$	1,418,019

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 of its common stock. The expected life of the options and warrants and embedded 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.

EITF 07-05 was implemented in the first quarter of 2009 and is reported as a cumulative change in accounting principles. The cumulative effect on the accounting for the conversion feature of the notes and the warrants at December 31, 2008 is as follows:

Derivative Instrument:	Additional Paid-in Capital		Retained Earnings			Derivative Liability
Options and warrants	$	682,892	$	(124,699	)	$	558,193
Embedded conversion feature		731,176		-			731,176
	$	1,414,068	$	(124,699	)	$	1,289,369

The warrants were originally recorded at their relative fair value as an increase in additional paid-in capital. The change in the accumulated deficit includes gains resulting from decreases in the fair value of the derivative liabilities through December 31, 2008. The derivative liability amounts reflect the fair value of each derivative instrument as of the January 1, 2009 ， date of implementation.

On March 31, 2009, the Company measured the fair value of the warrants, options, and conversion feature as of March 31, 2009 as $1,118,092 and recorded a gain in change in the fair value of derivatives of $171,277. At March 31, 2008, no derivative instruments were recorded.

NOTE 8 - 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 will also have 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.

On January 30, 2007, the Company entered into a Securities Purchase Agreement with three individuals, whereby the Company agreed to sell 4,000,000 shares of Series A Convertible Preferred Stock and warrants to purchase 3,000,000 shares of common stock at $1.00 per share. On February 12, 2007, the preferred stock and warrants were issued for $0.75 per unit, or $3,000,000 in aggregate.

The preferred stock earns dividends at 12% annually, in common shares of the Company valued at $1.00 per share, payable semiannually in arrears. The preferred stock dividend is cumulative and non-participating. During the three months ended March 31, 2009 and 2008, the Company recorded $55,550 and $90,000 of preferred stock dividends payable. The preferred stock has liquidation preference of $0.75 per share and no voting rights. The preferred shares contain standard anti-dilution protection.

At the holder’s option, the preferred stock is convertible into the Company’s common stock on a one-for-one basis anytime up to January 30, 2010 (three years). At the Company’s option, the preferred stock is convertible into the Company’s common stock (at the conversion price initially set at $0.75 per share) when the average closing price of the common stock for any 20 consecutive trading days is at least $2.00. On the third anniversary (January 30, 2010) of the closing, the Company shall have the right to convert all the Preferred Stock then outstanding into shares of common stock. The warrants are exercisable through January 20, 2010, into 3,000,000 shares of the Company’s common stock for $1.00 per share.

Common Stock

In the first quarter of 2009, the Company sold 12,800 shares of common stock to 123 investors at $1.375 per share for a total consideration of $17,600.

NOTE 9 - STOCK OPTION AND WARRANTS

At March 31, 2009, stock options outstanding were as follows:

	Options Granted		Weighted Average Exercise Price

Outstanding at January 1, 2009		2,297,000	$	0.42
Granted		—		—
Exercised		-
Withdrawn		-

Exercisable at March 31, 2009		2,297,000	$	0.42

The following table summarizes information about stock options outstanding as of March 31, 2009:

		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		2,297,000	$	0.42		6.33		2,297,000	$	0.42
			2,297,000						2,297,000

Information relating to stock options at March 31, 2009 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		6.58	$	0.001		400,000	$	0.0001
$	0.001		20,000		3.00	$	0.001		20,000	$	0.0001
$	0.5		1,277,000		6.50	$	0.50		1,277,000	$	0.50
$	0.55		600,000		6.50	$	0.55		600,000	$	0.55
$	0.001 to $0.55		2,297,000		6.33	$	0.42		2,297,000	$	0.42

At March 31, 2009, warrants outstanding were as follows:

	Number of Shares under Warrants		Weighted Average Exercise Price

Warrants outstanding at January 1, 2009		8,864,943		0.95
Warrants granted		-
Warrants expired		-

Warrants outstanding at March 31, 2009		8,864,943	$	0.95

The following table summarizes information about warrants outstanding at March 31, 2009:

Warrants Outstanding and Exercisable

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

	50,000	$	1.20	November 20, 2009	$	1.20
	3,000,000	$	1.00	January 20, 2010	$	1.00
	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
	8,864,943	$	0.75-$1.20		$	0.95

The aggregate intrinsic value of 2,297,000 options and 8,864,943 warrants outstanding and exercisable as of March 31, 2009 was $528,310. 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, 2009. At March 31, 2009, all options shares and warrant shares were vested, and there is no unamortized cost to be recognized in future periods.

NOTE 10 - COMMITMENTS AND CONTINGENCIES

Construction in Progress

In May 2003, the Company acquired a land use right for approximately 28 acres of land in the Tianzhu Export Processing Zone, Shunyi District, Beijing, China, which the Company plans to develop into a laboratory and bio-manufacturing facility in compliance with Good Manufacturing Practices, or GMP, regulations primarily for clinical trials of our vaccine candidates. The general plans for development include the construction of a laboratory facility (“Phase One”) and construction of an administrative office building (“Phase Two”). At March 31, 2009, the Phase One construction and internal clean room are awaiting the inspections and approval from the government, which is expected to be finished by the second quarter or early third quarter of 2009, and is recorded as construction in progress. At March 31, 2009, $133,830 was due to the contractors of Phase One for the completed construction and internal clean room decoration and this obligation is recorded as due to contractors.

The Company estimates the cost of laboratory equipment for Phase One to be fully operational will be approximately $400,000. As of March 31, 2009, the Company had signed agreements with several parties for the purchase of the laboratory equipment. The Company estimates the purchase and installation of the laboratory equipment will be completed by the second quarter or early third quarter of 2009. At March 31, 2009, Phase Two was still in the design stage. The Company estimates the total project costs for Phase Two will be approximately $1,200,000. The Company estimates that construction may begin on Phase Two in 2011 or later, but currently has no plans for Phase Two construction.

Lease Commitment

As of March 31, 2009, we had future minimum lease payments of $19,858 and $19,004 due in 2009 and 2010, respectively, related to the operating lease for our office in Oak Brook, IL.

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, 2009, we had not generated any revenues from the sale of any products under development, nor had we received any revenues from sublicenses.

Potential Joint Venture

We entered into a non-binding memorandum of understanding with JR Scientific, Inc., a Woodland, California based manufacturer of classical and custom cell culture medium and sera products ("JRS”) and Mr. Jan Baker, President and CEO of JRS on April 15, 2008. Under the agreement, the Company will form a joint venture together with JRS and several other investors in China to produce culture medium, serum, and other biomaterial for sale in China and other countries. The total investment for the joint venture is planned to be around RMB 10 million (approximately $1,500,000). We expect to own at least 51% of the new joint venture. The joint venture is expected to be formed in the second quarter of 2009. However, the agreement is non-binding and we are not certain a joint venture will be formed

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:

·	our ability to finance our activities and maintain our financial liquidity;

·	our ability to attract and retain qualified, knowledgeable employees;

·	our ability to complete product development;

·	our ability to obtain regulatory approvals to conduct clinical trials;

·	our ability to design and market new products successfully;

·	our failure to acquire new customers in the future;

·	deterioration of business and economic conditions in our markets;

·	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., 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, XHBD. 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 2009, and by then the laboratory facility will be in operations. We acquired a 51% equity interest in Huhhot Xinheng Baide Biotechnology Co. Ltd. at the end of July in 2008. XHBD produces and sells bovine serum, a major material used in the production of vaccines. We expect XHBD will bring us increasing revenues in the future.

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. 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 2009 and that of HPV vaccine by mid 2010. We expect to enter clinical trials of colon cancer vaccine in the second half of 2010. 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. 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.

During 2008, we sold common stock and investment unit composed of common stock and warrants to investors in several private placements in which we raised $4,245,000 in total. 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 the potential acquisition activities in China. We estimate that our capital requirements for the next twelve months will be as follow:

o approximately $1.0 million for preparatory work and Phase I clinical study of HIV-PV Vaccine I;

o approximately $1.0 million for working capital and general corporate needs; and

o approximately $0.7 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, if we are successful in raising funds to complete development of the vaccines. As of March 31 of 2009, our cash and cash equivalents and trading securities position was $1,715,957. Although we raised $ 4.245 million in 2008 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 operational 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. As a result of our efforts, our first quarter surgical instrument sale posted a 713% increase compared with the same period in 2008.

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 vaccines 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. The acquisition was accounted for as a purchase in accordance with Statement of Financial Accounting Standards No. 141 “Business Combinations”. The assets acquired and liabilities assumed were recorded at their fair values at the date of acquisition. 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.

Potential Joint Venture

We entered into a non-binding memorandum of understanding with JR Scientific, Inc., a Woodland, California based manufacturer of classical and custom cell culture medium and sera products ("JRS”) and Mr. Jan Baker, President and CEO of JRS on April 15, 2008. Under the MOU, the Company will form a joint venture together with JRS and several other investors in China. The joint venture is expected to mainly produce culture medium, serum, and other biomaterial for sale in China and other countries under the brand name of the joint venture. Cell culture medium and serum are used in vaccine production as well as scientific research. JRS and Mr. Baker as part of the MOU, agree to transfer technology and “know-how” to the joint venture. The total investment for the joint venture is planned to be around RMB 10 million (about US$ 1.47 million). We expect to own at least 51% of the new joint venture. The joint venture is expected to be formed in the second quarter of 2009. However, the agreement is non-binding and we cannot assure you that a joint venture will be formed.

Results of Operations

Three-month period ended March 31, 2009 and March 31, 2008

During the three-month period ended March 31, 2009, we had revenues of $264, 129. The cost of revenue was $162, 529, which was 62% of the total revenue. On July 31, 2008, the Company finished the acquisition of Huhhot Xinheng Baide Biotechnology Co. Ltd., (“XHBD”).

During the three-month period ended March 31, 2008, we had revenues of $2,285. The cost of revenue was $891, which was 39% of the total revenue. The increase of the revenue was mainly due to sales of bovine serum, which was $245,550. Also, the sale of surgical instruments was increased to $18,579 during the three-month period ended March 31, 2009.

The decrease of the gross margin was due to the gross margin of bovine serum was lower, which was 48% during the three-month period ended March 31, 2009, compared with 64% for sale of surgical instruments.

For the quarter ended March 31, 2009, research and development expenses were $32,812, as compared to $36,533 for the quarter ended March 31, 2008. The decrease of $3,721 is due to the decrease of the pre-clinical trial development of our vaccine candidates.

For the quarter ended March 31, 2009, general and administrative expenses were $208,533 as compared to $206,561 for the quarter ended March 31, 2008. General and administrative expenses for these two periods were almost the same.

For the quarter ended March 31, 2009, selling and distribution expenses were $29,341 as compared to $12,329 for the quarter ended March 31, 2008. The increase of $17,012 is due primarily to increases in shipping and selling expense and selling and distribution of XHBD.

For the quarter ended March 31, 2009, interest expense was $274 as compared to interest income of $26 for the quarter ended March 31, 2008. The decrease of $300 is due primarily to a decrease in cash balance and borrowing cost.

However, none of these revenues pertain to our core planned principal operations of developing vaccine candidates. Therefore, we believe a separate analysis of these revenues is not as helpful as an analysis of our liquidity and capital resources.

Net loss for the quarter ended March 31, 2009 was $18,102 as compared to $288,514 for the quarter ended March 31, 2008. This decrease of $270,412 in net loss is attributable primarily to the decrease of unrealized loss on trading securities, the increase of sales and change in fair value of derivative liability.

Liquidity and Capital Resources

Our principal sources of liquidity are cash and cash equivalent balances, which were $1,603,952 at March 31, 2009. Also, we had marketable securities valued at $112,005 as of March 31, 2009. These marketable securities were classified as trading securities.

Net cash used in operating activities was $546,977 for the three months ended March 31, 2009 and $109,247 for the three months ended March 31, 2008. The increase was due primarily to an increase in prepaid expenses and other assets and also an increase in accounts receivable.

Net cash provided by (used in) investing activities was ($ 187,567) for the three months ended March 31, 2009 and $284,411for the three months ended March 31, 2008. This change was due to the sale of our trading securities during the three months ended March 31, 2008 and also the purchase of fixed assets for the three months ended March 31, 2009.

Net cash provided by financing activities was $852,493 for the three months ended March 31, 2009 compared to $28,494 for the three months ended March 31, 2008. This increase was mainly due to 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 $8,383,488 from inception through March 31, 2009.

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.

During 2008, the Company sold 5,841,609 shares of its common stock to seven individuals for a total of $4,245,000. Four of these individuals, who purchased a total of 5,488,276 shares of common stock for a total of $3,980,000, are members of our Board of Directors. Some of the sales agreements also included warrants to purchase common stock.

During 2007, the Company sold 4,000,000 shares of Series A Convertible Preferred Stock and warrants to purchase 3,000,000 shares of common stock at $1.00 per share to three individuals for a total of $3,000,000.

Critical Accounting Policies

Our discussion and analysis of our financial condition and results of operations are based on our condensed 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.

Revenue recognition

Stock-Based Compensation

Construction in Progress

Construction in progress represents direct costs of construction or acquisition and design fees incurred. Capitalization of these costs ceases and the construction in progress is transferred to plant and equipment when substantially all the activities necessary to prepare the assets for their intended use are completed. No depreciation is provided until it is completed and ready for intended use.

Impairment of Long-Lived Assets

Financial Assets and Liabilities Measured at Fair Value

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.

SFAS 157 requires the use of observable market data if such data is available without undue cost and effort

At March 31, 2009, the Company’s financial assets and liabilities that were measured at fair value include its investment in trading securities which have a cost of $259,270, a gross unrealized loss of $147,265 and a fair value of $112,005. The Company estimates the fair value of its trading securities based on unadjusted quoted prices in active markets of identical assets. In accordance with SFAS No. 157, this is a Level 1 valuation.

Accounting for equity-linked financial instruments denominated in currency other than functional currency

On January 1, 2009, the Company adopted Emerging Issues Task Force Issue No. 07-5, “Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock” (EITF 07-5). As a result of adopting EITF 07-5, certain options and warrants and the beneficial conversion feature of the Company’s convertible preferred stock previously treated as equity are no longer afforded equity treatment because the strike price of the warrants is denominated in US dollars, a currency other than the Company’s functional currency, the Chinese Renminbi. As a result, these instruments are not considered indexed to the Company’s own stock, and as such, changes in the fair value of these instruments will be recognized currently in earnings until such time as the options, warrants, or beneficial conversion feature are exercised or expire.

Accounting for noncontrolling interest

Recent Accounting Pronouncements

Commitments

Construction in Progress

Lease Commitment

As of March 31, 2009, we had remaining outstanding commitments with respect to its non-cancelable operating lease for our office in Oak Brook, IL, of which $19,858 and $19,004 is due in 2009 and 2010.

Royalty and License Arrangements

Potential Joint Venture

Contractual Obligations

Payments due under contractual obligations at March 31, 2009 mature as follows:

	Payments due by period ($ in thousands)
Contractual Obligations	Total		Less than 1 year		1 to 3 years
Lease obligation	$	39	$	20	$	19
Payable to contractors		134		134
R&D agreement obligation		5		5		—
Total	$	178	$	159	$	19

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

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 not effective as of the end of the applicable period at the reasonable assurance level due to the material weaknesses described below.

Management concluded that an accounting error had been made in the Company’s historical March 31, 2009 consolidated financial statements in relation to the adoption of provisions of EITF 07-5, " Determining Whether an Instrument (or Embedded Feature) is Indexed to an Entity’s Own Stock ”. As a result, the Company’s consilidated financial statements for the quarter ended March 31, 2009 were restated.

Management evaluated the impact of this restatement on our assessment of our disclosure controls and procedures and concluded that the control deficiency that resulted in the incorrect recording of the adoption of provisions of EITF 07-5 represented a material weakness.

During the second quarter of 2009, there has been an ongoing focus on the remediation activities to address the material weaknesses in disclosure and financial reporting controls. The remedial actions undertaken include more hiring of capable accounting personnel and periodical review of our accounting treatments in accordance with the US GAAP and related accounting pronouncements. As a result of these efforts, the management concluded that the material weakness has been eliminated.

The Principal Executive Officer and the Principal Financial Officer anticipate that the remedial actions and resulting improvement in controls will generally strengthen our disclosure controls and procedures, as well as our internal control over financial reporting (as defined in Rules 13a-15(c) and 15d-15(e) under the Exchange Act).

Changes in Internal Controls o ver Financial Reporting

Other than the remediation activities noted above, there were no changes to the Company’s controls over financial reporting during the quarter ended March 31, 2009 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls 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, 2009.

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

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.

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: August 13, 2009
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 2007

4.2**		Registration Rights Agreement dated January 2007

10.1**		Securities Purchase Agreement dated January 2007

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