UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
10-K/A
Amendment
No. 1
x
ANNUAL REPORT UNDER
SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT
OF 1934
For the
fiscal year ended December 31, 2009
o
TRANSITION REPORT UNDER
SECTION 13 OR 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 registrant as specified in its charter)
Delaware
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20-1802936
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(State
or other jurisdiction of incorporation)
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(IRS
Employer Identification
Number)
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1801
South Meyers Road, Suite 220
Oakbrook
Terrace, IL 60181
(Address
of principal executive offices) (Zip Code)
630-613-9687
(Registrant's
telephone number, including area code)
Securities
registered under Section 12 (b) of the Exchange Act: None
Securities
registered under Section 12(g) of the Exchange Act:
Common
Stock: $0.001 par value
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(Title
of each class)
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(Name
of exchange on which
registered)
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Indicate
by check mark if the registrant is a well-know seasoned issuer, as defined in
Rule 405 of the Securities Act.
Yes
o
No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes
o
No
x
Note —
Checking the box above will not relieve any registrant required to file reports
pursuant to Section 13 or Section 15 (d) of the Exchange Act from their
obligations under those Sections.
Indicate
by the check whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (ss.229.405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.
x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company.
(Check
one): Large accelerated filer
o
Accelerated
filer
o
Non-accelerated filer
p
Smaller Reporting
Company
x
Indicate
by check whether the registrant is a shell company (as defined in Rule 12b-2 of
the Act). Yes
o
No
x
As of
November 12, 2010, 45,070,245 shares of the registrant's common stock and 0
shares of preferred stock were issued and outstanding, both at par value of
$0.001. Aggregate market value of the voting stock held by non-affiliates as of
June 30, 2010 was $5,840,763.
BIO-BRIDGE
SCIENCE, INC.
FORM
10-K/A
Amendment
No. 1
EXPLANATORY
NOTE
This
amendment on Form 10-K/A (this “Amendment”) is being filed by Bio-Bridge
Science, Inc. (the “Company”) to amend its Annual Report on Form 10-K that was
filed on March 31, 2010 (the “Report”). This Amendment is being filed
to:
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–
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correct
the disclosure in “Part I—Item 1. Business—Overview—Surgical Instrument
Sales” with respect to its agreements with Xinhua Surgical Instruments Co.
Ltd. (“Xinhua”) and to file as exhibits two amendments to the exclusive
agency agreement with Xinhua dated March 10, 2009 and December 9,
2009;
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–
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correct
the disclosure in “Part II—Item 5. Market for the Company’s Common Stock,
Related Stockholder Matters and Issuer Purchases of Equity
Securities—Equity Compensation Plan
Information”;
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–
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amend
“Part II—Item 9A. Controls and Procedures—Evaluation of disclosure
controls and procedures” to correct the statement regarding the Chief
Executive Officer’s and Chief Financial Officer’s conclusions regarding
the Company’s disclosure controls and procedures (the Company’s Form 10-K
as originally filed incorrectly stated in this location that such
disclosure controls and procedures had been concluded to be
effective);
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–
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amend
“Part II—Item 9A. Controls and Procedures—Management’s Annual Report
on Internal Control over Financial Reporting” to correct two instances
where a reference to “disclosure controls and procedures” should have been
a reference to “internal control over financial reporting”;
and
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–
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re-file
exhibits 31.1 and 31.2 to correct the inadvertent omission of references
in the introductory language of paragraph 4 and in paragraph 4(b)
regarding internal control over financial
reporting.
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This
Amendment does not alter any part of the content of the Report, except for the
changes and additional information provided herein. This Amendment
continues to speak as of the date of the Report. The Company has not
updated the disclosures contained in this Amendment to reflect any events that
occurred at a date subsequent to the filing of the Report. The filing
of this Amendment is not a representation that any statements contained in the
Report or this Amendment are true or complete as of any date subsequent to the
date of the Report. This Amendment does not affect the information originally
set forth in the Report, the remaining portions of which have not been
amended.
BIO-BRIDGE
SCIENCE, INC.
TABLE OF
CONTENTS
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Page
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Part
I
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Item
1 - Business
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4
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Part
II
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Item
5 - Market for Common Equity, Related Stockholder Matters and Issuer
Purchases of Equity Securities
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4
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Item
9A - Controls and Procedures
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5
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Part
IV
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Item
15-Exhibits, Financial Statement Schedules
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6
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Signatures
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7
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PART
I
ITEM
1 - BUSINESS
OVERVIEW
Surgical
Instrument Sales
On March
17, 2008, we entered into an Exclusive Agency Agreement with Xinhua Surgical
Instruments Co., Ltd., located in Shandong, China. The agreement has
been amended on several occasions, with the most recent amendment on December 9,
2009. Under the most recent terms of the agreement, we have been granted
exclusive distribution rights for all Xinhua surgical instruments in the United
States, Australia, New Zealand and Costa Rica. Our minimum order placement
requirement for these four areas in the first year calculated from the signing
date will be $55,000 and increases by 10% over the previous year’s minimum order
placement annually thereafter. We are responsible for advertising and marketing
expenses in connection with distribution of Xinhua surgical instruments in these
areas. Our exclusivity rights in these four areas will be extended unless we
fail to fulfill the minimum order placement requirements. This agreement
superseded the previous agreement signed on November 21, 2005 by both
parties.
Surgical
instruments are regulated by the Food and Drug Administration (FDA) in the
United States. On December 6, 2005, we received confirmation from the
FDA of our registration as a medical device establishment, which enables us to
perform initial distributor and repackager operations. This confirmation does
not represent an FDA approval of any product or any of our activities. It is
neither a license, nor a certification. We began selling Xinhua surgical
instruments that meet the criteria for class I medical devices under FDA rules,
which do not require pre-market notification to the FDA.
PART
II
ITEM
5 - MARKET FOR THE COMPANY'S COMMON STOCK, RELATED STOCKHOLDER MATTERS AND
ISSUER PURCHASES OF EQUITY SECURITIES
EQUITY
COMPENSATION PLAN INFORMATION
The
following table sets forth aggregate information regarding our equity
compensation plans and issuances in effect as of December 31, 2009:
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Number of securities to be
issued upon Exercise of
Outstanding Options
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Weighted average
per Share
exercise price of
outstanding options
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Number of securities
remaining available for
future issuance under
compensation plans
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Equity
Compensation Plans Approved by security holders
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1,877,000
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$
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0.26
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123,000
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Equity
Compensation Plans Not Approved by Security Holders
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1,434,500
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$
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0.19
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2,565,500
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Other
Equity Compensation Issuances Not Approved by Security
Holders
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420,000
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$
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0.0
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-
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Total
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3,731,500
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$
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0.45
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2,688,500
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On
December 1, 2004, the Company’s shareholders approved the 2004 Stock Incentive
Plan. The 2004 Stock Incentive Plan provides for the grant of incentive stock
options to our employees, and for the grant of non-statutory stock options,
restricted stock, stock appreciation rights and performance shares to our
employees, directors and consultants. The Company has reserved a total of
2,000,000 shares of its common stock for issuance pursuant to the 2004 Stock
Incentive Plan. The 2004 Stock Incentive Plan does not provide for automatic
annual increases in the number of shares available for issuance under the plan.
As of December 31, 2009, 1,877,000 options had been granted and were outstanding
under this plan.
The
administrator determines the exercise price of options granted under our 2004
Stock Incentive Plan, but the exercise price must not be less than 85% of the
fair market value of our common stock on the date of grant. In the event the
participant owns 10% or more of the voting power of all classes of our
stock, the exercise price must not be less than 110% of the fair market
value per share of our common stock on the date of grant. With respect to all
incentive stock options, the exercise price must at least be equal to the fair
market value of our common stock on the date of grant. The term of an incentive
stock option may not exceed 10 years, except with respect to any participant who
owns 10% of the voting power of all classes of our outstanding stock or the
outstanding stock of any parent or subsidiary of ours, which term must not
exceed five years and the exercise price must equal at least 110% of the fair
market value on the grant date. The administrator determines the term of all
other options; however, no option will have a term in excess of 10 years from
the date of grant.
On
November 26, 2008, the Company’s board of directors approved and adopted the
2008 Stock Incentive Plan. The 2008 Stock Incentive Plan provides for the grant
of incentive stock options to our employees, and for the grant of non-statutory
stock options, restricted stock, stock appreciation rights and performance
shares to our employees, directors and consultants. The Company has reserved a
total of 4,000,000 shares of its common stock for issuance pursuant to the 2008
Stock Incentive Plan. The 2008 Stock Incentive Plan does not provide for
automatic annual increases in the number of shares available for issuance under
the plan. As of December 31, 2009, 1,434,500 options had been granted and were
outstanding under this plan.
The
administrator determines the exercise price of options granted under our 2008
Stock Incentive Plan, but the exercise price must not be less than 85% of the
fair market value of our common stock on the date of grant. In the event the
participant owns 10% or more of the voting power of all classes of our stock,
the exercise price must not be less than 110% of the fair market value per share
of our common stock on the date of grant. With respect to all incentive stock
options, the exercise price must at least be equal to the fair market value of
our common stock on the date of grant. The term of an incentive stock option may
not exceed 10 years, except with respect to any participant who owns 10% of the
voting power of all classes of our outstanding stock or the outstanding stock of
any parent or subsidiary of ours, which the term must not exceed five years and
the exercise price must equal at least 110% of the fair market value on the
grant date. The administrator determines the term of all other options; however,
no option will have a term in excess of 10 years from the date of
grant.
In
addition, as of December 31, 2009, 420,000 options had been granted outside the
2004 and 2008 Stock Incentive Plan and were outstanding, with an exercise price
of $0.001 per share.
ITEM
9A - 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 to ensure that the information
required to be disclosed by us in reports that we file or submit under the
Exchange Act (i) is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms and (ii)
is accumulated and communicated to our management, including our Chief Executive
Officer and Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosures.
Management’s
Annual Report on Internal Control over Financial Reporting
Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Rule 13a-15(f)
under the Securities Exchange Act of 1934. The Company’s internal control over
financial reporting is designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles in the United States. However, all internal control systems, no
matter how well designed, have inherent limitations. Therefore, even those
systems determined to be effective can provide only reasonable assurance with
respect to financial statement preparation and reporting.
Management
assessed the effectiveness of the Company’s internal control over financial
reporting as of December 31, 2009. In making this assessment, management used
the criteria set forth by the Committee of Sponsoring Organizations of the
Treadway Commission (“COSO”) in Internal Control-Integrated Framework. Based
upon that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our internal control over financial reporting was
not effective as of December 31, 2009 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 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 were restated.
Management
evaluated the impact of this restatement on our assessment of our internal
control over financial reporting 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
2009, there has been an ongoing focus on addressing the material weaknesses in
disclosure and financial reporting controls. The remedial actions undertaken
include periodic review of our accounting treatment in accordance with the US
GAAP and related accounting pronouncements. We had hired additional capable
accounting personnel in the second quarter of 2009.
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).
This
annual report does not include an attestation report of the Company’s
independent registered public accounting firm regarding internal control over
financial reporting. Management’s report was not subject to attestation by the
Company’s independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management’s report in
this annual report.
PART
IV
ITEM
15- EXHIBITS, FINANCIAL STATEMENT SCHEDULES
Exhibits
10.24
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Amendment
No. 1 to Exclusive Agency Agreement between Registrant and Xinhua Surgical
Instruments Co., Ltd. dated March 17, 2008, dated March 10,
2009.
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10.25
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Amendment
No. 2 to Exclusive Agency Agreement between Registrant and Xinhua Surgical
Instruments Co., Ltd. dated March 17, 2008, dated December 9,
2009.
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31.1
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Principal
Executive Officer Certification pursuant to section 302 of the
Sarbanes-Oxley Act of 2002.
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31.2
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Principal Financial
Officer Certification pursuant to section 302 of the Sarbanes-Oxley Act of
2002.
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SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
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BIO-BRIDGE
SCIENCE, INC.
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Dated:
November 12, 2010
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By:
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/s/ Liang
Qiao, M.D.
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Exchange Act of 1934, as amended, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
Name
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Title
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Date
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/s/
Liang Qiao
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Chief
Executive Officer, Secretary and
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November
12, 2010
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Liang
Qiao, M.D.
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Chairman
of the Board (Principal Executive Officer)
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/s/
Wenhui Qiao
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Director
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November
12, 2010
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Wenhui
Qiao
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/s/
Shyh-Jing (Philip) Chiang
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Director
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November
12, 2010
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Shyh-Jing
(Philip) Chiang
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/s/
Isao Arimoto
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Director
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November
12, 2010
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Isao
Arimoto
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/s/
Toshihiro Komoike
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Vice
President and Director
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November
12, 2010
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Toshihiro
Komoike
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/s/
Trevor Roy
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Director
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November
12, 2010
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Trevor
Roy
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/s/
Cheung Hin Shun Anthony
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Director
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November
12, 2010
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Cheung
Hin Shun Anthony
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