Advanced Biomedical Technologies Inc. - Annual Report: 2009 (Form 10-K)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-K
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x
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the fiscal year ended October 31, 2009
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OR
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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Commission
file number 000-53051
Advanced
BioMedical Technologies Inc.
(Exact
name of registrant as specified in its charter)
Nevada
(State or
other jurisdiction of incorporation or organization)
18
Lake Ridge Drive
Middletown,
NY 10940
(Address
of principal executive offices, including zip code.)
(718)
766-7898
(Registrant’s
telephone number, including area code)
Securities registered
pursuant to Section 12(b) of the Act: None
Securities registered
pursuant to Section 12(g) of the Act: Common
Stock, $0.00001 par value
Indicate
by check mark if the registrant is a well-known 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
Indicate
by check mark whether the registrant (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 has submitted electronically and posted on
its corporate Website, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
Yes x No o
Indicate by check mark if
disclosure of delinquent
filers pursuant to Item 405 of Regulation S-K (§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. o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a small reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “small reporting company” in Rule 12b-2 of the Exchange
Act.
| Large accelerated filer o | Accelerated filer o |
| Non-accelerated filer o | Smaller reporting company x |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act). Yes o No x
There was
no active public trading market as of the last business day of the Company’s
second fiscal quarter.
As of
January 14, 2010, there are 55,721,000 shares of common stock
outstanding.
TABLE
OF CONTENTS
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Page
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3
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PART
I
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4
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10
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| Item 1B. Unresolved Staff Comments | 10 | ||
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10
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11
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11
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PART
II
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11
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12
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12
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23
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24
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25
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25
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PART
III
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27
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29
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31
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31
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32
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33
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Except
for statements of historical fact, certain information contained herein
constitutes “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. Forward looking statements are usually
identified by our use of certain terminology, including “will”, “believes”,
“may”, “expects”, “should”, “seeks”, “anticipates” or “intends” or by
discussions of strategy or intentions. Such forward-looking statements involve
known and unknown risks, uncertainties and other factors which may cause our
actual results or achievements to be materially different from any future
results or achievements expressed or implied by such forward-looking statements.
Such factors include, among others, our history of operating losses and
uncertainty of future profitability; our lack of working capital and uncertainty
regarding our ability to continue as a going concern; uncertainty of access to
additional capital; dependence on consultants and third parties as
well as those factors discussed in the section entitled “Risk Factors”,
“Business” and “Management’s Discussion and Analysis of Financial Condition and
Results of Operations”. If one or more of these risks or uncertainties
materializes, or if underlying assumptions prove incorrect, our actual results
may vary materially from those expected, estimated or projected. Forward looking
statements in this document are not a prediction of future events or
circumstances, and those future events or circumstances may not occur. Given
these uncertainties, users of the information included herein, including
investors and prospective investors are cautioned not to place undue reliance on
such forward-looking statements. We do not assume responsibility for the
accuracy and completeness of these statements. All references in this Report on
Form 10-K to the terms “we”, “our”, “us”, and “the Company” refer to Advanced
BioMedical Technologies Inc.
3
Organizational
History
We were
incorporated in the State of Nevada on September 12, 2006. We maintain our
statutory registered agent’s office at The Corporation Trust Company of Nevada,
6100 Neil Road, Suite 500, Reno, Nevada 89511, and our business office is
located at 18 Lake Ridge Drive, Middletown, NY 10940.
Prior to
December 31, 2008 the Company has only nominal operations and
assets.
On
October 1, 2008, Andriy Protskiv (the “Affiliate Seller”), a major shareholder
and affiliate of the Company, consummated one Affiliate Stock Purchase Agreement
with Chi Ming YU (the “Buyer”). Pursuant to the Affiliate Stock Purchase
Agreement, the Buyer acquired from the Affiliate Seller a total of 5,000,000
shares of common stock of the Registrant for a total price of Five Thousand
Dollars ($5,000).
Also on
October 1, 2008, Roman Bilinski, a shareholder and affiliate of the Company,
consummated one Share Purchase Agreement with Chi Ming YU. Pursuant to the Share
Purchase Agreement, Chi Ming YU acquired from Mr. Bilinski a total 1,000 shares
of common stock of the Registrant for a total price of Three Thousand Seven
Hundred Twenty Dollars ($3,720).
As a
result, under the terms and conditions of the Affiliate Stock Purchase Agreement
and the Share Purchase Agreement, Buyer Chi Ming YU acquired from Affiliate
Seller and Bilinski a total 5,001,000 shares of common stock of the Company,
representing approximately 90.74% of the total issued and outstanding shares of
the Registrant.
Following
the acquisition of shares by Chi Ming YU, the Company entered into a Share
Exchange Agreement and Chi Ming YU entered into an Affiliate
Agreement resulting in a change of control of Registrant whereby WANG Hui
obtained a total of three million three thousand six hundred eighty two
(3,003,682) shares representing approximately fifty four percent
(54%) of the Company’s issued and outstanding common stock, and Titan Technology
Development Ltd. (“Titan”) obtained a total of one million four hundred eighty
four thousand five hundred sixty eight (1,484,568) shares representing
approximately twenty six and seven tenths percent (26.7%) of the Company’s
issued and outstanding common stock.
Pursuant
to the Share Exchange Agreement the Company issued 50,000 shares of its common
stock, par value $0.00001, to Titan, a limited liability company organized under
the laws of Hong Kong, and WANG Hui, an individual, [Titan and WANG Hui being
the sole shareholders of Masterise Holdings Ltd (“Masterise”)] in exchange for
100% of the voting common stock of Masterise. The physical
transfer
of certificates is currently in process and will be completed as soon as
practicable. As of the date of the Share Exchange Agreement,
Masterise owned seventy percent (70%) of the issued and outstanding equity or
voting interests in Shenzhen Changhua Biomedical Engineering Company Limited
(“Shenzhen Changhua”). Shenzhen Changhua is duly organized, validly existing and
in good standing under the laws of the Peoples Republic of China
(“PRC”).
Also on
December 31, 2008, Chi Ming YU, a shareholder and affiliate of the Company,
consummated one Affiliate Stock Purchase Agreement, (the “Affiliate Agreement”)
with thirteen (13) individuals including Titan and WANG Hui. Pursuant
to the Affiliate Agreement, Chi Ming YU sold a total of 5,001,000 shares of the
Company’s common stock for a total aggregate price of $5,000, including
2,972,182 shares to WANG Hui and 1,466,068 shares to Titan.
The
shares of the Company’s common stock obtained by Titan and WANG Hui pursuant to
the Share Exchange Agreement and the Affiliate Agreement resulted in a change of
control of the Registrant, whereby WANG Hui obtained a total of three million
three thousand six hundred eighty two (3,003,682) shares representing
approximately fifty four percent (54%) of the Company’s issued and
4
outstanding
common stock, and Titan obtained a total of one million four hundred eighty four
thousand five hundred sixty eight (1,484,568) shares representing approximately
twenty six and seven tenths percent (26.7 %) of the Company’s issued and
outstanding common stock.
As a
result of the Share Exchange Agreement and the Affiliate Agreement, Masterise
became the Company’s direct wholly-owned subsidiary. Masterise
owns seventy percent (70%) of the issued and outstanding equity or voting
interests in Shenzhen Changhua.
Following
our acquisition of Masterise as described above, as set forth in the following
diagram, Masterise becomes our direct, wholly-owned subsidiary and Shenzhen
Changhua remains a subsidiary of Masterise.
Shenzhen
Changhua does not have any subsidiary.
Upon
the acquisition of Masterise and its subsidiary in China, our primary business
is carried out by Masterise through Shenzhen Changhua. Therefore, in the
remainder of this Annual Report on Form 10-K and its exhibits, “we, us or our”
refers to Advanced BioMedical Technologies Inc., Masterise and Shenzhen
Changhua, collectively.
Organizational
History of Masterise and Shenzhen Changhua
Masterise
is a limited liability company which was organized under the laws of British
Virgin Islands (“BVI”) on May 31, 2007.
Shenzhen
Changhua is a limited liability company which was organized under the laws of
PRC on September 25, 2002.
On
January 29, 2008, Masterise acquired 70% of the capital stock of Shenzhen
Changhua and this caused Shenzhen Changhua to become its
subsidiary.
Since
their founding, Shenzhen Changhua has been involved in the development of
self-reinforced, absorbable degradable screws, rods and binding wires for
fixation on human fractured bones. The Company is currently involved in
conducting clinical trials on its products and intends to raise additional
capital to produce and market its products commercially pending approval of its
products by the State Food and Drug Administration (“SFDA”) of the
PRC.
The
Company, through its subsidiaries, is now engaged in the business of developing,
manufacturing and marketing self-reinforced, absorbable degradable Polyamide
(“PA”) screws, rods and binding wires for fixation on human fractured
bones.
5
Primary
Products
Our
primary products include Absorbable PA Osteosynthesis Devices: screws, rods and
binding wires.
Product
Characteristics:
The
theory of Brady-degradable polyamide absorbable material is based on water
dissolution – the material is degraded by body fluid. When bone fracture is
healed, it can be degraded from outer to inner layer, and induce new bone
generation in the gap of the materials. Eventually it will occupy all the space
made by degradable implant and form new bone.
Brady-degradable
polyamide absorbable materials consist of enhanced fiber and high molecular
polymers. It has high tensile, bending and shear strength. It is more suitable
for fracture patients with bad conditions, i.e. with light osteoporosis, severe
soft tissue injury or bad blood supply etc. The
Company’s product range covers the “Self-Reinforced, re-absorbable, degradable
PA Macromolecule Polymer Materials for Human Body Implantation”. This innovation
aims to:
1. Save
costs on all patient medical care;
2. Avoid
the secondary surgery;
3.
Enhance the performance of materials;
4.
Improve biological activity of materials;
5.
Effectively control the degeneration speed.
The
Company has developed six proprietary re-absorbable polymer fixation implant
product lines, including screws, pins, tacks, rods and binding wires, which
provide an alternative to metal implants and overcome the limitations of first
generation re-absorbable fixation devices. By modifying well-characterized
re-absorbable polymers through the use of several proprietary manufacturing and
processing techniques, the Company is able to create Self-Reinforced,
re-absorbable implants.
Industry
Development
The
fracture fixation industry has developed through three generations of materials
science:
The
first generation internal-fracture fixation material:
The first
generation internal-fracture-fixer components are usually made of stainless
steel, titanium and alloy. Due to their high intensity, low costs and easy
machining character, these components have achieved huge success in fracture
treatment and remain the most widely used internal-fracture-fixer material.
However, their prominent flaws are the huge difference between metal’s
elasticity co-efficient, easily causing second-time bone fracture. The metallic
ion can also cause tissue inflammation, and the need of a secondary surgery to
have them taken out. These flaws stimulated the development of the degradable
macromolecule material.
The
second generation fracture fixation material:
The
second generation bone-fracture-fixed components are made of degradable
macromolecule material, such as PLLA, PGA and PDS, etc. The
disadvantage of these components is rapid self-degeneration in early stages
after the initial implant. For example, the strength of SR-PLLA
decrease to 10-20Mpa after 4 weeks of implantation. Therefore, the
second generation bone-fracture-fixed components can be only used to treat
substantial spongiosa bone fractures.
The
third generation fracture fixation material:
The third
generation fracture fixation material, biodegradable fracture fixation
components are currently under research by developed countries. There are many
technical challenges to research in the third generation fracture fixation
material field; for example, the materials must have a high degree of
bio-compatibility and mechanical compatibility. They also must be of high
biological activity, self absorbable, and degeneration
controllable.
6
Product
Development
Our
company chose the biodegradable screw as their starting point. In
order to replace the wildly used metal material, the new materials must meet
bio-consistency and mechanics-consistency requirements. Furthermore, they must
also meet certain requirements in terms of bio-activities, degradability and
controllable degrading speed. Although many macromolecule materials are
degradable inside human body, only a few of them have the physical characters
required for fracture fixation.
The first
step was to choose the macromolecule materials that have certain physical
characters, for example, Polyamide (“PA”). In order to achieve the desired
mechanical performance and degrading speed, we used chemical and physical
methods to modify the bio-degradable PA so as to synthesize new bio-degradable
material, also the selection of monomer class, polymerization conditions; the
mensuration of polymer molecular weight, hydrophile capability, crystal
capability; the mensuration and controlled degrading speed of the polymer; the
mensuration and control of the mechanical performance of the
polymer.
The
second step was to choose the suitable bio-active inorganic material, and to
optimize the compound and technique conditions. To ensure the bio-activities of
the implanted fixture material, we used high grade and mature phosphate type
bio-active materials, based on the preparation of the compound material and the
surface character requirements to the finished products. We also improved
current technical parameters by modifying the surface character and achieved
control over the desired grain size and surface activities.
The third
step was to specially prepare and utilize the selected, technically treated and
character modified degradable polymer material with bio-active material.
Hydronium bombardment to the surface with spread & cover techniques are used
during the compound process. This is to create a well-knit bio-active membrane
on the degradable polymer’s surface, or to embed a bio-active core inside the
degradable polymer stick so as to form the bio-active degradable compound
material.
The
fourth step was to strengthen and sharpen the processed compound by using
directional extrusion and moulding. Degradable acantha inoculators,
fixation screws, orthopaedics stuffing, enlace strings; anti-conglutination
membrane can all be made according to needs.
Our
company has studied and researched Polyamide, changing its chemical and physical
properties to meet the above requirements. As a result of our
research we have:
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1.
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Increased
mechanical strength to 170Mpa
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2.
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Increased
biological activities to accelerate bone cell
substitution.
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3.
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Extended
the degeneration period during the implant. While the PA is degenerating
layer by layer, the bone cells grow and take its
place.
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Product
Analysis
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1.
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Our
Company is researching and currently developing the capability of
manufacturing several different kinds of human implant products including
artificial hip and joints and PA products. Currently the
company has two production lines certified by the GMP
regulations.
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2.
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Our
Company is analyzing the market for its products and two of the company’s
products are currently pending SFDA
approval.
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7
Overview
of PA Devices and Market in China and Nationwide
The
demand for medical device equipment has rapidly increased during the last
decade. Total market sales have increased more than 15% each
year. There are in excess of 5 million cases of bone fractures in the
world every year, among which there are over 1 million cases in
China. The figures show that about 4 million bone bolts/screws are
needed each year. In the past 5 years, the total world-wide sales of
clinical equipments and materials are over 2 trillion USD, and more than 50% of
the sales are related to bio-materials.
Goal
for The Company through year 2010-2017
(All
figures are estimates)
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PA
Screw
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Achieved
by year 2010
(*)
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Achieved
by year
2012
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Achieved
by year 2017
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Access
Hospitals:
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50
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522
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1500
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Avg.
Monthly consumption/Per Hospital:
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18
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30
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30
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Months:
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12
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12
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12
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Gross
turnover per year:
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US$665,280
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US$25,671,420
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US$64,800,000
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PA
Wire
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Achieved
by year 2010
(*)
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Achieved
by year
2012
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Achieved
by year 2017
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Access
Hospitals:
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0
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522
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1500
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Avg.
Monthly consumption/Per Hospital:
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0
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5
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10
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Months:
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12
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12
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12
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Gross
turnover per year:
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US$0.00
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US$1,487,610
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US$9,000,000
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Total:
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US$665,280
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US$27,159,030
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US$73,800,000
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*
Funds needed on continuing clinical trials of new PA products for SFDA
approval
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China’s
Market for PA Devices
China’s
market for PA devices depends on 3 major conditions:
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patients
-
advanced technology level
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performance and price of the materials.
In the
first 50 years of the 21st century, China will have a growing aging population,
while the total population in China will continually increase. New and improved
medical technologies will be rapidly developed and utilized throughout hospitals
in China, and material optimization and product pricing is expected to directly
stimulate increased sales.
Competitive
Factors
Our
Company is the only patent holder of PA technologies in China and we are the
only company who is carrying out Clinical Trials on PA products. There currently
are no similar products competing in the market.
8
Our main
competition comes from Metal, Titanium and PLLA products marketed by several
foreign and domestic companies. Such competitors include many key and
niche players worldwide such as Acumed, Biomet Inc., Conmed Corp., Encore
Orthopedics, Exactech, Inc., DePuy, Inc. (a Johnson & Johnson
company), Medtronic Sofamor Danek, Inc., Orthofix International N.V., Smith and
Nephew Plc, Stryker Corp., Synthes, Inion Ltd. and others, many of which have
substantially greater sales and financial resources than we
do.
Product
advantage and Market Opportunity:
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-
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There
are no similar patent registrations in
China.
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-
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We
are the only company qualified and permitted to take clinical trials by
SFDA
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-
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We
have a timing advantage over other companies in China which would have to
go through the preclinical testing for the SFDA permit on Clinical
Trials.
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-
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Under
existing regulation by SFDA, it will take at least 3-5 years for Clinical
Trials.
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Intellectual
Property
The
Company has been granted one patent for its material by the Chinese Intellectual
Property Rights Bureau: Patent no. ZL97119073.9, PRC.
Chinese
Patent
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Title: High
molecular human body embedding article and its preparing process product
and use
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Application
Number:
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97119073
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Application
Date:
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1997.10.22
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Publication
Number:
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1214939
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Publication
Date:
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1999.04.28
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Approval
Pub. Date:
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Granted
Pub. Date:
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2002.08.14
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International
Classification:
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A61F2/02,A61L27/00,C08L33/00
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Applicant(s)
Name:
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Liu
Jianyu
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Address:
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518111
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Inventor(s)
Name:
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Attorney
& Agent:
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Li
Zhining
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Abstract
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The
present invention discloses a macromolecular implant for human body and
its preparation process, and relates to the products made up by using said
macromolecular implant and their application. Said invented product is
made up by using resin fibre through hot-pressing treatment according to
the formula provided by said invention, and its strength is high, tenacity
is good and its shape can be processed according to the requirement in the
period of bone union after implantation, and said implant can be made into
the fixation block, eurymeric block, fastening piece and suture for
reduction of fracture, and can be started to be degraded from
twenty-fourth week after implantation, and can be completely absorbed by
human body after 1.5-2 years, and its cost is
low.
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Employees
As of
October 31, 2009, we had 17 employees, with 10 employees in R&D and
Clinical, Regulatory, including 4 part-time employees, 5 employees in
General and Administrative, 2 employees in Accounting including 1 part-time
employee. There are no employees in sales, marketing, and manufacture
because we are in the Clinical trial stage.
We
believe that our future success will depend in part on our continued ability to
attract, hire and retain qualified personnel. None of our employees are
represented by a labor union, and we believe our employee relations are
good.
The
Company’s address is Block A, Long Cheng Te Fa Industrial park, Long Gang,
Shenzhen, China.
9
Availability
of new qualified employees
Shenzhen
is located in the southern part of the Guangdong Province, on the eastern shore
of the Pearl River Delta. Neighboring the Pearl River Delta and Hong Kong,
Shenzhen’s location gives it a geographical advantage for economic
development.
Shenzhen’s
well-built market economy and diversified culture of migration have helped to
create the best-developed and most dynamic market economy in China. Shenzhen is
China’s first special economic zone. After more than 20 years of
development, Shenzhen has grown into a powerful city boasting the highest per
capita GDP in China’s mainland. Its comprehensive economic capacity ranks among
the top of the country’s big cities. The combined value of imports
and exports has remained No.1 for 12 years in China’s foreign
trade.
Since
1997, China has accelerated the development of higher education and increased
enrollment in regular universities and colleges. In 2002, the number of
registered students has increased by 105.2% from 24.9 to 51.1 per 10,000
people. The gross enrollment rate of higher education increased from
8% in 1998 to 15.3% in 2002, approaching the target of 16% by 2005 proposed by
the provincial “Tenth Five-Year Plan”.
Guangdong
has entered a transition period from an elite education to a popularized higher
education. The total number of registered students has experienced an
annual growth rate of 25%. There are 112 universities and colleges offering
higher education in Guangdong province with over 332,000 students graduated in
2009. Combined with graduates from other parts of China, there are over 500,000
job-seeking graduates in total in Guangdong in 2009.
Insurance
While we
are carrying out the Clinical Trials, we do not have any Product Liability
Insurance coverage for the use of our proposed products. We intend to
obtain Product Liability Insurance coverage for commercial sale of our
products.
Government
Regulations
Our
primary target market is the medical community of the Peoples Republic of China
(PRC). Medical devices manufactured by the Company in China are
subject to regulation by the State Food and Drug Administration (“SFDA”) of PRC.
The manufacturing facilities are also required to meet China’s Good
Manufacturing Practices (“GMP”) standards.
The
Company’s production facilities are fully compliant with GMP
requirements. While the Company has not yet received SFDA approval
for its products, we expect to obtain SFDA approval in the fourth fiscal quarter
of 2010. We are in progress of achieving this goal.
ITEM
1A. RISK FACTORS
We are a smaller reporting company as defined by Rule 12b-2
of the Exchange Act and are not required to provide the information under this
Item.
There are
no unresolved comments from the SEC.
None.
10
We are
not presently a party to any litigation.
During
the fourth quarter, there were no matters submitted to a vote of our
shareholders.
Only a
limited market exists for our securities. There is no assurance that a regular
trading market will develop, or if developed, that it will be sustained.
Therefore, a shareholder in all likelihood will be unable to resell his
securities in our company. Furthermore, it is unlikely that a lending
institution will accept our securities as pledged collateral for loans unless a
regular trading market develops.
Our
company’s securities are traded over-the-counter on the Bulletin Board operated
by the Financial Industry Regulatory Authority (FINRA) under the symbol
“ABMT”.
|
Fiscal
Quarter
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High
Bid
|
Low
Bid
|
|
2009
|
||
|
Fourth
Quarter 08-01-09 to 10-31-09
|
$3.00
|
$3.00
|
|
Third
Quarter 05-01-09 to 07-31-09
|
$3.00
|
$3.00
|
|
Second
Quarter 02-01-09 to 04-30-09
|
$3.00
|
$3.00
|
|
First
Quarter 11-01-08 to 01-31-09
|
$3.00
|
$3.00
|
|
Fiscal
Quarter
|
High
Bid
|
Low
Bid
|
|
2008
|
||
|
Fourth
Quarter 08-01-08 to 10-31-08
|
$3.00
|
$0.00
|
|
Third
Quarter 05-01-08 to 07-31-08
|
$0.00
|
$0.00
|
|
Second
Quarter 02-01-08 to 04-30-08
|
$0.00
|
$0.00
|
|
First
Quarter 11-01-07 to 01-31-08
|
$0.00
|
$0.00
|
At
October 31, 2009, we had 24 shareholders of record of our common stock,
including shares held by brokerage clearing houses, depositories or otherwise in
unregistered form. We have no outstanding options or warrants, or other
securities convertible into, common equity.
Dividend
Policy
We have
not declared any cash dividends. We do not intend to pay dividends in the
foreseeable future, but rather to reinvest earnings, if any, in our business
operations.
Section
15(g) of the Securities Exchange Act of 1934
Our
shares are covered by section 15(g) of the Securities Exchange Act of 1934, as
amended that imposes additional sales practice requirements on broker/dealers
who sell such securities to persons other than established customers and
accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income
exceeding
11
$200,000
or $300,000 jointly with their spouses). For transactions covered by the Rule,
the broker/dealer must make a special suitability determination for the purchase
and have received the purchaser’s written agreement to the transaction prior to
the sale. Consequently, the Rule may affect the ability of broker/dealers to
sell our securities and also may affect your ability to sell your shares in the
secondary market.
Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and secondary marketing; terms important to in understanding of
the function of the penny stock market, such as “bid” and “offer” quotes, a
dealers “spread” and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customers rights and remedies in
causes of fraud in penny stock transactions; and, the FINRA’s toll free
telephone number and the central number of the North American Administrators
Association, for information on the disciplinary history of broker/dealers and
their associated persons.
Securities
authorized for issuance under equity compensation plans
We have
no equity compensation plans and accordingly we have no shares authorized for
issuance under an equity compensation plan.
Status
of our public offering
On
February 2, 2007, the Securities and Exchange Commission declared our Form SB-2
Registration Statement effective, file number 333-139986, permitting us to offer
up to 2,000,000 shares of common stock at $0.10 per share. There was no
underwriter involved in our public offering.
On April 30, 2007, we
completed our public offering by raising $51,140. We sold 511,400 shares of our
common stock at an offering price of $0.10 per share to 51
persons.
We are a
smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are
not required to provide the information under this item.
This
section of the report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
believe, expect, estimate, anticipate, intend, project and similar expressions,
or words which, by their nature, refer to future events. You should not place
undue certainty on these forward-looking statements, which apply only as of the
date of this annual report. These forward-looking statements are subject to
certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.
Overview
The
following discussion is an overview of the important factors that management
focuses on in evaluating our businesses, financial condition and operating
performance and should be read in conjunction with the financial statements
included in this Annual Report on Form 10-K. This discussion contains
forward-looking statements that involve risks and
uncertainties. Actual results could differ materially from those
anticipated in these forward looking statements as a result of any number of
factors, including those set forth in this Annual Report on Form 10-K, and
elsewhere in our other public filings. Factors that may cause actual results,
our performance or achievements, or
12
industry results to differ materially from those contemplated by such
forward-looking statements include without limitation:
1. The
company’s lack of funds in new R&D, especially in clinical
testing.
2. The
company’s lack of funds in new equipment and the utilization of the
production process after SFDA approval.
3. The
Company may need to seek funding through such vehicles as convertible notes and
warrants, private placements, and/or convertible debentures.
4. The
company needs funding for marketing and network build-up.
5. The
company plans to seek approval for clinical testing and marketing on a worldwide
basis, including US FDA approval for testing and marketing in the United States
of America, and there is no guaranty that we will obtain any such
approval.
6. While
the company currently holds a patent originating in China, the patent does not
protect our intellectual property in the United States, and the company is
unsure of the validity of the patent in other countries. However, specific
trade secrets are involved in the manufacturing of our product to help protect
our technologies, and reverse engineering is unlikely for our types of products
and technologies. Additionally, all machinery used to manufacture our products
are protected with Chinese patents.
The
Company is subject to a number of risks similar to other companies in the
medical device industry. These risks include rapid technological change,
uncertainty of market acceptance of our products, uncertainty of regulatory
approval, competition from substitute products and larger companies, the need to
obtain additional financing, compliance with government regulation, protection
of proprietary technology, product liability, and the dependence on key
individuals.
All
written and oral forward-looking statements made in connection with this Form
10-K that are attributable to us or persons acting on our behalf are expressly
qualified in their entirety by these cautionary statements. Given the
uncertainties that surround such statements, you are cautioned not to place
undue reliance on such forward-looking statements.
Our
Business
We are
engaged in the business of designing, developing, manufacturing and the planned
future marketing of self-reinforced, re-absorbable biodegradable internal
fixation devices. Our polyamide materials are protected by Patent no.
ZL97119073.9, PRC, issued by the Chinese Intellectual Property Rights Bureau, is
used in producing screws, binding wires, rods and related products. These
products are used in a variety of applications which include orthopedic trauma,
sports related medical treatment, or cartilage injuries. Our products are
biodegradable internal fixation devices which are made of a very unique material
called Polyamide (“PA”). Our PA products, such as screws, rods, and binding
wires consist of enhanced fibers and high molecular polymers which are designed
to facilitate quick healing of complex fractures in many areas of the human
skeletal system. Our products offer a number of significant advantages over
existing metal implants and the first generation of degradable implants (i.e.
PLLA) for patients, surgeons and other customers including:
|
|
1.
|
A
notably reduced need for a secondary surgery to remove implant due to
post-operative complications, therefore avoiding unnecessary risk and
expense on all patient care;
|
|
|
2.
|
Enhancing
the performance of the materials by manufacturing them to be easily fitted
to each patient, forming an exact
fit;
|
|
|
3.
|
Improving
the biological activity of materials. Clinical trial results have shown
that as PA implants degrade, they promote a progressive shift of load to
the new bone creating micro-motion and thereby avoiding bone atrophy due
to ‘stress shielding’
|
|
|
4.
|
Reducing
the chance of post-operative
infection;
|
|
|
5.
|
Effectively
controlling the degeneration speed, so that there will be no complications
in treating repeat injuries;
|
|
|
6.
|
Ease
of post-operative care i.e. no distortion during x-ray
imaging;
|
|
|
7.
|
Simple
and cost-effective to manufacture.
|
13
Our
products are designed to replace the traditional internal fixation device made
of stainless steel and titanium and overcome the limitations of previous
generations of products such as PLA and PLLA. Our laboratory statistics show
that our PA products have a higher mechanical strength, last longer in
degradation ratio and are more evenly absorbed form outer layer inwards as
compared with similar materials such as PLA and PLLA. Thus PA allows increased
restoration time for bone healing and re-growth. The Company’s PA Degradable and
Absorbable Screw (“PA Screw”) and Degradable and Absorbable Binding Wire (“PA
Binding Wire) are currently being tested in human trials under permit from
China’s State Food and Drug Administration (“SFDA”). As of October 31, 2009, the
Company completed 67 successful PA Screw trial cases, and 53 successful PA
Binding Wire. Upon the completion of these trials the company has already exceed
China SFDA’s requirement on PA Screw trial, the company is in the final
preparation to apply for the China’s SFDA’s approval.
Process
of Human Trials
As of
October 31, 2009, for medical study and comparison purpose, the company has
completed a total of 79 successful clinical human trial cases, including 67
cases on ankle fractures. Under SFDA Regulations, a total number of 60 cases
must be completed before approval is considered. Amended SFDA regulations,
unlike previous regulations, require the applicant to specify the position on
the body where the clinical trial is carried out. Our SFDA application has
specified the ankle fracture as the body part of our clinical trial. This is
because bones around this part carry most of the body weight. Currently, we have
been conducting human trials at the 6 state level hospitals recognized by SFDA
for clinical trials in different cities throughout China; including Nanchang,
Changsha, Luoyang, Nanning and Tianjin.
The
company anticipates that we can file immediately for the SFDA final approval by
the fourth fiscal quarter of 2010. Furthermore, we can foresee that following
the SFDA final approval, the company will be earning revenues as early as fourth
quarter of 2010. The company is looking forward to starting the application
process for the PA Biding Wires with the SFDA by the end of 2010 provided
sufficient funding is in place.
Additionally,
the Company has signed a cooperative agreement with The First Affiliated
Hospital of Guangdong Pharmaceutical University in Guangzhou, China. Under this
cooperative agreement, both parties will join efforts in conducting research and
animal tests on Cranio-Maxillofacial Fracture (CMF) Treatment utilizing the
Company’s bio-absorbable miniscrews and plates. CMF surgery encompasses the
treatment of the face, jaws and skull, including trauma and the correction of
facial skeletal deformity. Since the 1980s, titanium plates and screws have been
the most commonly used fixation devices in CMF surgery. However concerns of
using titanium include bone growth restriction and implant migration through the
cranium in children. Also adult patients complain about feeling the metal
implants, particularly in cold weather or through thin skin. We
believe that utilizing our bio-absorbable mini-screws and plates in CMF surgery
will eliminate the problems associated with other treatment types.
There can
be no assurance that the company will be able to obtain any further clearances
or approvals, if required, to market its products for their intended uses on a
timely basis, if at all. Moreover, regulatory approvals, if granted, may include
significant limitations on the indicated uses for which a product may be
marketed. Delays in the receipt of or the failure to obtain such clearances or
approvals, the need for additional clearances or approvals, the loss of
previously received clearances or approvals, unfavorable limitations or
conditions of approval, or the failure to comply with existing or future
regulatory requirements could have a material adverse effect on the Company’s
business, financial condition and results of operations.
14
Government
Regulation
Medical
implant devices/products manufactured or marketed by the company in China are
subject to extensive regulations by the SFDA. Pursuant to the related laws and
acts, as amended, and the regulations promulgated there under (the “SFDA
Regulations”), the SFDA regulates the clinical testing, manufacture, labeling,
distribution and promotion of medical devices. The SFDA also has the authority
to request repair, replacement, or refund of the cost of any device manufactured
or distributed by the Company.
Under the
SFDA Regulations, medical devices are classified into three classes (class I, II
or III), the basis of the controls deemed necessary by the SFDA to reasonably
assure their safety and efficacy. Under the SFDA’s regulations, class I devices
are subject to general controls [for example, labeling and adherence to Good
Manufacturing Practices (“GMP”) requirements] and class II devices are subject
to general and special controls. Generally, class III devices are those which
must receive premarket approval by the SFDA to ensure their safety and efficacy
(for example, life-sustaining, life-supporting and certain implantable devices,
or new devices which have not been found substantially equivalent to legally
marketed class I or class II devices). The Company is classified as a
manufacturer of class III medical devices. Current SFDA enforcement policy
prohibits the marketing of approved medical devices for unapproved
uses.
Before a
new device can be introduced into the market in China, the manufacturer
generally must obtain SFDA marketing clearance through clinical trials. Since
the company is classified as a manufacturer of Class III medical devices, the
company must carry out all clinical trials in pre-selected SFDA approved
hospitals.
Manufacturers
of medical devices for marketing in China are required to adhere to GMP
requirements. Enforcement of GMP requirements has increased significantly in the
last several years and the SFDA has publicly stated that compliance will be more
strictly scrutinized. From time to time the SFDA has made changes to the GMP and
other requirements that increase the cost of compliance. Changes in existing
laws or requirements or adoption of new laws or requirements could have a
material adverse effect on the company’s business, financial condition and
results of operations. There can be no assurance that the company will not incur
significant costs to comply with applicable laws and requirements in the future
or that applicable laws and requirements will not have a material adverse effect
upon the company’s business, financial condition and results of
operations.
Regulations
regarding the development, manufacturing and sale of the company’s products are
subject to change. The company cannot predict the impact, if any, that such
changes might have on its business, financial condition and results of
operations.
Results
of Operations
The
“Results of Operations” discussed in this section merely reflect the information
and results of Masterise and Shenzhen Changhua for the period from September 25,
2002 (Shenzhen Changhua’s date of inception) to October 31, 2009.
Revenues
The
Company is in its development stage and does not have any revenue. The
management team is continuously looking for fundraising possibilities for
product improvement, machinery upgrades, facility expansions, continuous
research and development, and sales and marketing preparation.
Our
facility is located in Shenzhen, China which is built to meet the GMP standards.
Our facility covers about 865 square meters, which includes the combined
facilities of offices, laboratories, and workshops. There is one production line
for the PA Screw and another production line for the PA
15
Binding
Wire. The annual production capabilities of each production line are 100,000
pieces for PA Screw, and 240,000 packs for the PA Binding Wires. Both production
lines, at their maximum production capacities are capable of generating
approximately $24,000,000 in annual revenue.
|
Estimate
current production lines in full capacity
|
||||
|
|
Output
Quantity (Max.)
|
Price
at ex-factory
(US$)
|
Total
Turnover (US$)
|
|
|
PA
Screw
|
100,000
|
(piece)
|
120
|
12,000,000
|
|
PA
Binding Wire
|
240,000
|
(pack)
|
50
|
12,000,000
|
|
|
Total: |
24,000,000
|
||
The
Company will market its products through a hybrid sales force comprised of a
managed network of independent regional distributors/sales agents (80%) and
direct sales representatives (20%) in China.
There are
two ways the company will generate revenue, 1) through our nationwide and
regional distributors and 2) through our direct sales channels.
Marketing
and Sales Goals
1) Fourth
quarter of 2010: forecasted revenue of $665,280; Distribution of our product in
approximately 50 hospitals immediately following SFDA
approval.
2) First
quarter of 2011: forecasted revenue of $914,980; Distribution of our product in
approximately 78 hospitals.
3) Second
quarter of 2011: forecasted revenue of $1,307,920; Distribution of our product
in approximately 126 hospitals.
4) Third
quarter of 2011: forecasted revenue of $2,596,560; Distribution of our product
in approximately 210 hospitals.
In
general, we estimate that the Company will distribute product to a total of 522
hospitals and expect to generate total revenues of $665,280 in the year 2010 and
$8,842,330 in 2011. We also expect a continuous increase of affiliated hospitals
and anticipate large increases in revenue due to marketing results of the PA
Screw in China and the utilization of the Company’s secured funding to bring the
remaining family of self-reinforced, re-absorbable PA products to
market.
China’s
Marketing Analysis and Sales Strategy
We have
established long term relationships with many hospitals and national
distributors in China. Ms. WANG Hui, the Company’s CEO, has over 20 years sales
experience in medical distribution. She will be in charge of our sales programs.
Professor LIU, Shangli, our chief medical advisor, is one of the highest ranked
orthopedic doctors in China as well as being highly renowned in the rest of the
world. He will assist the Company in nationwide product promotion and joint
projects with associated academic institutions and medical schools.
During
product development and clinical trial stages we developed close relationships
with many major national hospitals. We expect these relationships to boost our
revenue generation following SFDA final approval. In order to better serve our
customers, including hospitals, distributors, patients and the general public,
the Company will set up Regional Service Offices to provide technical support,
product information, and customer aid service.
16
China’s
market for PA devices depends on 3 major conditions:
-
Patients
-
Advanced technology level
-
Performance and price of the materials
The
demand for internal fixation medical devices has rapidly increased during the
last decade. Total market sales have increased more than 15% each year. There
are over 1 million bone fractures in patients in China requiring about 4 million
bone bolts/screws each year. Research shows that in the next 10 years, China
will have a booming aging population and the population in China will continue
to increase. New and improved medical technology will continue to rapidly grow
throughout hospitals in China, and material optimization and product pricing is
expected to directly stimulate increased sales.
The
Company has advantages and more opportunities over others competitors due
to:
- No
other similar patent registrations in China.
- We are
the only company qualified and permitted to perform PA clinical trials by
SFDA
|
|
-
We have a timing advantage over other companies in China which would have
to go through the preclinical testing for the SFDA permit on clinical
trials.
|
- Under
existing regulations by SFDA, it will take at least 3-5 years for clinical
trials.
Number of
Hospitals in China in year 2008 Statistic and Census report by Ministry of
Health of People’s Republic of China.
|
Statistic
and Census report by Ministry of Health of People’s Republic of
China.
|
||||||
|
(Year
2008)
|
||||||
|
|
|
|
|
|
Total
|
Total
|
|
|
Total
|
Government
|
Society
|
Private
|
Non-Profit
|
Profit
|
|
Hospitals
|
19712
|
9777
|
6048
|
3887
|
15650
|
4038
|
|
General
Hospital
|
13119
|
5830
|
5060
|
2229
|
10856
|
2245
|
|
TCM
Hospital
|
2688
|
2244
|
158
|
286
|
2403
|
285
|
|
TCM-WM
Hospital
|
236
|
96
|
48
|
92
|
139
|
97
|
|
Minority
Hospital
|
191
|
170
|
8
|
13
|
175
|
16
|
|
Specialist
Hospital
|
3437
|
1422
|
763
|
1252
|
2048
|
1383
|
|
Nursing
Hospital
|
41
|
15
|
11
|
15
|
29
|
12
|
|
TCM
Hospital: Traditional Chinese Medicine Hospital
|
| WM Hospital: Western Medicine Hospital |
|
Minority
Hospital: The hospitals locate in Autonomous Region (Province)
in China
|
By the
end of year 2011, we anticipate that there will be over 356 hospitals carrying
our products, an increase of 86% from previous year. By the end of year 2017, we
estimate that our products will reach over 1500 hospitals. Based on the
estimated sales figures for one single product, PA Screw, the Company’s
projected annual revenue in 2017 would be $64,800,000.
In
general, technological advancements and the marketing potential within Asia are
the biggest factors in driving significant growth within the global orthopedic
devices market. Another major factor that positively influences this market is
the growing number of aging baby boomers with active lifestyles. This sector
represents a large portion of the total population.
17
Research
and Development
Research
and development costs related to both present and future products are expensed
as incurred. Total expenditure on research and development charged to
general and administrative expenses for the year ended October 31, 2009, ten
months ended October 31, 2008 and for the period from September 25, 2002
(inception) through October 31, 2009 was $10,313, $10,327 and $107,347
respectively.
There is
substantial research and development (R&D) activity in the market indicating
a favorable growth trend. While revenues for active lifestyle participants
registered a compound annual growth rate (CAGR) of 17.4 percent for the period
2002-2006; R&D expenditure for the same period recorded a higher growth of
18.4 percent. Increasing R&D expenditure is considered a key indicator of
the future direction of the orthopedic market as it points to sustained
technological development and innovation.
The
Company believes that Asia holds tremendous growth potential for orthopedic
device manufacturers due to its fundamental population advantage. Asia accounts
for more than 50 percent of the population in the world, but its share of the
global orthopedic devices market is comparatively low at approximately 10
percent. Within the region, Japan contributes to a majority of market revenues,
indicating large potential for growth in relatively under-penetrated countries
such as China and India.
In future
periods, we expect research and development expenses to grow as we continue to
invest in basic research, clinical trials, product development and in our
intellectual property.
Finance
Costs
As of
October 31, 2009 and 2008, the Company owed $335,755 and $85,156 respectively to
a stockholder which is unsecured and repayable on demand. Interest is charged at
7% per annum on the amount owed.
As of
October 31, 2009 and 2008, the Company owed $386,159 and $161,553 to a related
party which is unsecured and repayable on demand. Interest is charged at 7% per
annum on the amount owed.
Total
interest expenses on advances from a stockholder and a related party accrued for
the year ended October 31, 2009 and for the ten months ended October 31, 2008
and for the period from September 25, 2002 (inception) through October 31, 2009
are $35,570, $5,553 and $41,123 respectively.
As of
October 31, 2009, the Company owed $220,849 to three directors for advances
made. As of October 31, 2008, the Company owed $251,713 to a director for
advances made. These advances were made on an unsecured basis, repayable on
demand and interest free.
As of
October 31, 2009 and October 31, 2008, the Company owed $390,459 and $389,667
respectively to a related company on an unsecured basis, repayable on demand and
interest free.
Imputed
interest charged at 5% per annum on the amounts owed to three directors, and a
related company is $31,656, $27,764 and $148,728 for the year ended October 31,
2009 and the ten months ended October 31, 2008 and the period from September 25,
2002 (inception) through October 31, 2009 respectively.
As of
October 31, 2009, a noncontrolling stockholder of a subsidiary owed the Company
$765 which is unsecured, interest free and repayable on demand. As of
October 31, 2008, the Company owed $3,123 to this noncontrolling stockholder of
a subsidiary and such advances were unsecured, interest free and repayable on
demand.
18
Income
Tax
There is
no income tax to pay as the Company is waiting for SFDA approval and there is no
business activity.
Net
Loss
As
reflected in the accompanying audited consolidated financial statements, the
Company has an accumulated deficit of $1,619,245 at October 31, 2009 that
includes a net loss of $558,432 for the year ended October 31, 2009. We are in
Clinical Trial phase and do not have a SFDA permit to produce, market or sell in
China.
We
therefore do not have any revenue from inception to October 31, 2009 but have to
incur operating expenses for the upkeep of the Company and the clinical
trials.
Liquidity
and Capital Resources
We had a
working capital deficit of $1,332,845 at October 31, 2009 compared to a working
capital deficit of $831,167 as of October 31, 2008. Our working capital deficit
increased as a result of the fact that we are in Clinical Trial phase and do not
have a SFDA permit to produce, market or sell in China. We had no revenues
during the period and that our sole source of financing came in the form of a
loan from our related parties and stockholders.
Cash
Flows
Net
Cash Used in Operating Activities
Net cash
used in operating activities was $490,481 in the year ended October 31, 2009.
This amount was attributable primarily to the net loss after adjustment for
non-cash items, such as depreciation, imputed interest on advances from a
stockholder and a related party, and others like decrease in other receivables
and prepaid expenses.
Net
Cash Used in Investing Activities
We
recorded $21,355 net cash used in investing activities in the year ended October
31, 2009. This amount reflected purchases of property and equipment, primarily
for research and development to our facilities.
Net
Cash Provided by Financing Activities
Net cash
provided by financing activities in the year ended October 31,, 2009 was
$443,826, which represented advances from related parties.
Operating
Capital and Capital Expenditure Requirements
Our
ability to continue as a going concern and support the commercialization of
current products is dependent upon our ability to obtain additional financing in
the near term. We anticipate that such funding will be in the form of equity
financing from sales of our common stock. However, there is no assurance that we
will be able to raise sufficient funding from the sale of our common stock to
fund our business plan should we decide to proceed. We anticipate continuing to
rely on advances from our related parties and stockholders in order to continue
to fund our business operations
We
believe that our existing cash, cash equivalents at October 31, 2009, will be
insufficient to meet our cash needs. The management is actively pursuing
additional funding and strategic partners, which will enable the Company to
implement our business plan, business strategy, to continue research and
development, clinical trials or further development that may arise.
19
Going
Concern
As
reflected in the accompanying financial statements, the Company has a total
stockholder’s deficit of $1,262,757 at October 31, 2009. The Company’s current
liabilities also exceed its current assets by $1,332,845 and the Company used
cash in operations of $490,481.
These
factors raise substantial doubt about our ability to continue as a going
concern. In view of the matters described above, recoverability of a major
portion of the recorded asset amounts shown in the accompanying balance sheet is
dependent upon continued operations of the Company, which in turn is dependent
up the Company’s ability to raise additional capital, obtain financing and
succeed in its future operations. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
Management
has taken steps to revise its operating and financial requirements, which it
believes are sufficient to provide the Company with the ability to continue as a
going concern. The Company is now pursuing additional funding and potential
merger or acquisition candidates, which would enhance stockholders’ investment.
Management believes that the above actions will allow the Company to continue
operations through the next fiscal year.
During
the year ended October 31, 2009, loans from Company’s Stockholders, a director,
a related company and a related party totaling $1,333,267 were provided to us
for use as working capital. Management believes that such financing will allow
us to continue operations through the next fiscal year. The Company is also
actively pursuing a number of private placement funding which would ensure
continued operations.
OFF-BALANCE
SHEET ARRANGEMENTS
We do not
have any off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital
expenditures or capital resources that are material to our
investors.
CRITICAL
ACCOUNTING POLICIES
The
preparation of our financial statements requires us to make estimates and
judgments that affect the reported amounts of assets, liabilities, revenues and
expenses, and related disclosure of contingent assets and liabilities. On an
ongoing basis, we evaluate our estimates, including but not limited to those
related to income taxes and impairment of long-lived assets. We base our
estimates on historical experience and on various other assumptions and factors
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources. Based on our
ongoing review, we plan to adjust to our judgments and estimates where facts and
circumstances dictate. Actual results could differ from our
estimates.
We
believe the following critical accounting policies are important to the
portrayal of our financial condition and results and require our management’s
most difficult, subjective or complex judgments, often because of the need to
make estimates about the effect of matters that are inherently
uncertain.
20
|
|
1.
|
Property
and equipment
|
Property
and equipment are stated at cost, less accumulated
depreciation. Expenditures for additions, major renewals and
betterments are capitalized and expenditures for maintenance and repairs are
charged to expense as incurred.
Depreciation
is provided on a straight-line basis, less estimated residual value over the
assets estimated useful lives. The estimated useful lives of the
assets are 5 years.
|
|
2.
|
Long-lived
assets
|
In
accordance with FASB Codification Topic 360 (ASC Topic 360), “Accounting for the
impairment or disposal of Long-Lived Assets”, long-lived assets and certain
identifiable intangible assets held and used by the Company are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. For purposes of evaluating
the recoverability of long-lived assets, the recoverability test is performed
using undiscounted net cash flows related to the long- lived assets. The Company
reviews long-lived assets to determine that carrying values are not
impaired.
|
|
3.
|
Fair
value of financial instruments
|
FASB
Codification Topic 825(ASC Topic 825), “Disclosure About Fair Value of Financial
Instruments,” requires certain disclosures regarding the fair value of financial
instruments. The carrying amounts of other receivables and prepaid expenses, due
from related parties, other payables and accrued liabilities and due to related
parties approximate their fair values because of the short-term nature of the
instruments. The management of the Company is of the opinion that the Company is
not exposed to significant interest or credit risks arising from these financial
statements.
|
|
4.
|
Government grant
|
Government
grant represents a subsidy from the local government and is unconditional. The
Company recognizes the grant upon receipt from the local government and is
accounted for as an offset of research and development expenses.
|
|
5.
|
Income
taxes
|
The
Company accounts for income taxes under the FASB Codification Topic 740-10-25
(“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases. Deferred tax assets and liabilities are
measured using enacted tax rates expected to apply to taxable income in the
years in which those temporary differences are expected to be recovered or
settled. Under ASC 740-10-25, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized as income in the period
included the enactment date.
|
|
6.
|
Research
and Development
|
Research
and development costs related to both present and future products are expensed
as incurred.
|
|
7.
|
Foreign
currency translation
|
The
financial statements of the Company’s subsidiary denominated in currencies other
than US $ are translated into US $ using the closing rate method. The
balance sheet items are translated into US $ using the exchange rates at the
respective balance sheet dates. The capital and various reserves are
translated at historical exchange rates prevailing at the time
21
of the
transactions while income and expenses items are translated at the average
exchange rate for the year. All exchange differences are recorded
within equity.
RECENT
ACCOUNTING PRONOUNCEMENTS
In
October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”,
now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides
guidance for accounting and reporting for own-share lending arrangements issued
in contemplation of a convertible debt issuance. At the date of
issuance, a share-lending arrangement entered into on an entity’s own shares
should be measured at fair value in accordance with Topic 820 and recognized as
an issuance cost, with an offset to additional paid-in
capital. Loaned shares are excluded from basic and diluted earnings
per share unless default of the share-lending arrangement occurs. The
amendments also require several disclosures including a description and the
terms of the arrangement and the reason for entering into the
arrangement. The effective dates of the amendments are dependent upon
the date the share-lending arrangement was entered into and include
retrospective application for arrangements outstanding as of the beginning of
fiscal years beginning on or after December 15, 2009. Management is
currently evaluating the potential impact of ASU 2009-15 on our financial
statements.
In
October 2009, the FASB issued ASU 2009-14, “Certain Arrangements That
Include Software Elements, now codified under FASB ASC Topic 985, “Software”,
(“ASU 2009-14”). ASU 2009-14 removes tangible products from the scope of
software revenue guidance and provides guidance on determining whether software
deliverables in an arrangement that includes a tangible product are covered by
the scope of the software revenue guidance. ASU 2009-14 should be applied on a
prospective basis for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010, with early adoption
permitted. Management is currently evaluating the potential impact of ASU
2009-14 on our financial statements.
In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”,
(“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted.
Management is currently evaluating the potential impact of ASU2009-13 on our
financial statements.
In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”) (not part of the codification yet). SFAS 167 amends FASB
Interpretation No. 46 (Revised December 2003) “Consolidation of Variable
Interest Entities—an interpretation of ARB No. 51” (FIN 46(R)) to require an
enterprise to perform an analysis to determine whether the enterprise’s variable
interest or interests give it a controlling financial interest in a variable
interest entity; to require ongoing reassessments of whether an enterprise is
the primary beneficiary of a variable interest entity; to eliminate the
quantitative approach previously required for determining the primary
beneficiary of a variable interest entity; to add an additional reconsideration
event for determining whether an entity is a variable interest entity when any
changes in facts and circumstances occur such that holders of the equity
investment at risk, as a group, lose the power from voting rights or similar
rights of those investments to direct the activities of the entity that most
significantly impact the entity’s economic performance; and to require enhanced
disclosures that will
22
provide
users of financial statements with more transparent information about an
enterprise’s involvement in a variable interest entity. SFAS 167 will be
effective as of the beginning of each reporting entity’s first annual reporting
period that begins after November 15, 2009, for interim periods within that
first annual reporting period, and for interim and annual reporting periods
thereafter. Early adoption is not permitted. This guidance will be codified
under FASB ASC Topic 810, “Consolidation” when it becomes effective. The Company
does not expect the standard to have any impact on the Company’s financial
position.
In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”) (ASC Topic 810).
SFAS 166 (not part of the codification yet) amends various provisions of SFAS
No. 140 “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities—a replacement of FASB Statement No. 125” by
removing the concept of a qualifying special-purpose entity and removes the
exception from applying FIN 46(R) to variable interest entities that are
qualifying special-purpose entities; limits the circumstances in which a
transferor derecognizes a portion or component of a financial asset; defines a
participating interest; requires a transferor to recognize and initially measure
at fair value all assets obtained and liabilities incurred as a result of a
transfer accounted for as a sale; and requires enhanced disclosure; among
others. SFAS 166 will be effective as of the beginning of each reporting
entity’s first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter. Early adoption is not permitted. This
guidance will be codified under FASB ASC Topic 860, “Transfers and Servicing”
when it becomes effective. The Company does not expect the standard to have any
impact on the Company’s financial position.
In
December 2008, the FASB issued Staff Position No. FAS 132(R)-1 “Employers’
Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”) (ASC
Topic 715-20-65). FSP FAS 132(R)-1 (ASC Topic 715-20-65) requires more detailed
disclosures about employers’ plan assets in a defined benefit pension or other
postretirement plan, including employers’ investment strategies, major
categories of plan assets, concentrations of risk within plan assets, and inputs
and valuation techniques used to measure the fair value of plan assets. FSP FAS
132(R)-1 (ASC Topic 715-20-65) also requires, for fair value measurements using
significant unobservable inputs (Level 3), disclosure of the effect of the
measurements on changes in plan assets for the period. The disclosures about
plan assets required by FSP FAS 132(R)-1 (ASC Topic 715-20-65) must be provided
for fiscal years ending after December 15, 2009. As this pronouncement is only
disclosure-related, it will not have an impact on the financial position and
results of operations.
We are a smaller reporting
company as defined by Rule 12b-2 of the Exchange Act and are not required to
provide the information under this item
.
23
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC
AND
SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONSOLIDATED
FINANCIAL STATEMENTS
AS OF
OCTOBER 31, 2009 AND 2008
24
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC
AND
SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
|
Pages
|
||
|
F-1
|
||
|
F-2
|
||
|
F-3
|
||
|
F-
4
|
||
|
F-5
|
||
|
F6
- F15
|
||
 |
Jimmy
C.H. Cheung & Co
Certified
Public Accountants
(A
member of Kreston International)
|
Registered
with the Public Company
Accounting
Oversight
Board
|
|
To the
Board of Directors of:
Advanced
Biomedical Technologies, Inc
We have
audited the accompanying consolidated balance sheets of Advanced Biomedical
Technologies, Inc and subsidiaries (a development stage company), as of October
31, 2009 and 2008 and the related consolidated statements of operations and
comprehensive loss, stockholders’ deficiency and cash flows for the year ended
October 31, 2009 and ten months ended October 31, 2008 and the period September
25, 2002 (Inception) through October 31, 2009. These financial statements are
the responsibility of the Company’s management. Our responsibility is to express
an opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits of the financial
statements provide a reasonable basis for our opinion.
In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Advanced Biomedical Technologies,
Inc and subsidiaries (a development stage company), as of October 31, 2009 and
2008, and the results of its operations and its cash flows for the year ended
October 31, 2009 and ten months ended October 31, 2008 and the period September
25, 2002 (Inception) through October 31, 2009 in conformity with accounting
principles generally accepted in the United States of America.
The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As discussed in Note 9 to the
financial statements, the Company had a net loss of $558,432, an accumulated
deficit of $1,619,245 and a working capital deficiency of $1,332,845 and used
cash in operations of $490,481. These factors raise substantial doubt about its
ability to continue as a going concern. Management’s plans concerning
this matter are also described in Note 9. The accompanying financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
JIMMY
C. H. CHEUNG & CO
Certified
Public Accountants
Hong
Kong
Date:
January 15, 2010
|
1607
Dominion Centre, 43 Queen’s Road East, Wanchai, Hong Kong
Tel: (852)
25295500 Fax: (852)
28651067 Email: jimy.cheung@jchcheungco.hk
Website: www.jchcheungco.hk
|
 |
F-1
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC. (“ABMT”)
AND
SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
|
October
31
|
||||||||
|
2009
|
2008
|
|||||||
| ASSETS | ||||||||
|
CURRENT
ASSETS
|
||||||||
|
Cash
and cash equivalents
|
$ | 10,606 | $ | 78,876 | ||||
|
Other
receivables and prepaid expenses
|
19,708 | 8,161 | ||||||
|
Due
from a noncontrolling stockholder of a subsidiary
|
765 | — | ||||||
|
Total
Current Assets
|
31,079 | 87,037 | ||||||
|
PROPERTY
AND EQUIPMENT, NET
|
70,088 | 80,743 | ||||||
|
TOTAL
ASSETS
|
$ | 101,167 | $ | 167,780 | ||||
|
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
||||||||
|
CURRENT
LIABILITIES
|
||||||||
|
Other
payables and accrued expenses
|
$ | 30,657 | $ | 26,992 | ||||
|
Due
to a noncontrolling stockholder of a subsidiary
|
— | 3,123 | ||||||
|
Due
to a stockholder
|
335,755 | 85,156 | ||||||
|
Due
to directors
|
220,894 | 251,713 | ||||||
|
Due
to a related company
|
390,459 | 389,667 | ||||||
|
Due
to a related party
|
386,159 | 161,553 | ||||||
|
Total
Current Liabilities
|
1,363,924 | 918,204 | ||||||
|
COMMITMENTS
AND CONTINGENCIES
|
— | — | ||||||
|
EQUITY
|
||||||||
|
ABMT
Shareholder’s equity
|
||||||||
|
Common
stock, $0.00001 par value, 100,000,000 shares authorized and
55,721,000 shares issued and outstanding as of October 31, 2009 and
50,510,000 shares issued and utstanding as of October 31, 2008
|
557 | 505 | ||||||
|
Additional
paid-in capital
|
732,269 | 392,074 | ||||||
|
Deferred
stock compensation
|
(292,292 | ) | — | |||||
|
Accumulated
deficit during development stage
|
(1,619,245 | ) | (1,060,813 | ) | ||||
|
Accumulated
other comprehensive loss
|
(84,046 | ) | (82,190 | ) | ||||
|
Total
AMBT Stockholders’ Deficit
|
(1,262,757 | ) | (750,424 | ) | ||||
|
Noncontrolling
interests
|
— | — | ||||||
|
Total
Equity
|
(1,262,757 | ) | (750,424 | ) | ||||
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ | 101,167 | $ | 167,780 | ||||
The
accompanying notes are an integral part of these consolidated financial
statements
F-2
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
|
Year
ended
|
Ten
months ended
|
September
25, 2002
|
||||||||||
|
October
31,
|
October
31,
|
(Inception)
through
|
||||||||||
|
2009
|
2008
|
October
31, 2009
|
||||||||||
|
OPERATING
EXPENSES
|
||||||||||||
|
General
and administrative expenses
|
$ | 448,944 | $ | 139,392 | $ | 1,295,159 | ||||||
|
Depreciation
|
31,382 | 35,902 | 236,805 | |||||||||
|
Research
and development (Net of government
grant)
|
10,313 | 10,327 | 107,347 | |||||||||
|
Total
Operating Expenses
|
490,639 | 185,621 | 1,639,311 | |||||||||
|
LOSS
FROM OPERATIONS
|
(490,639 | ) | (185,621 | ) | (1,639,311 | ) | ||||||
|
OTHER
INCOME (EXPENSES)
|
||||||||||||
|
Other
income
|
15 | 1,394 | 1,976 | |||||||||
|
Interest
income
|
96 | 170 | 1,498 | |||||||||
|
Interest
paid to a stockholder and
related party
|
(35,570 | ) | (5,553 | ) | (41,123 | ) | ||||||
|
Imputed
interest
|
(31,656 | ) | (27,764 | ) | (148,728 | ) | ||||||
|
Other
expenses
|
(678 | ) | (9,664 | ) | (10,762 | ) | ||||||
|
Total
Other Expenses, net
|
(67,793 | ) | (41,417 | ) | (197,139 | ) | ||||||
|
LOSS
FROM OPERATIONS BEFORE TAXES
|
(558,432 | ) | (227,038 | ) | (1,836,450 | ) | ||||||
|
Add:
|
||||||||||||
|
Income
tax expense
|
— | — | — | |||||||||
|
Net
loss attributable to noncontrolling
interests
|
— | — | 217,205 | |||||||||
|
NET
LOSS ATTRIBUTABLE TO AMBT COMMON
STOCKHOLDERS
|
(558,432 | ) | (227,038 | ) | (1,619,245 | ) | ||||||
|
OTHER
COMPREHENSIVE GAIN (LOSS)
|
||||||||||||
|
Total
other comprehensive loss
|
(1,856 | ) | (35,833 | ) | (84,046 | ) | ||||||
|
Add:
foreign currency translation loss attributable
to noncontrolling interest
|
— | — | — | |||||||||
|
Foreign
currency translation loss attributable to ABMT common
shareholder
|
(1,856 | ) | (35,833 | ) | (84,046 | ) | ||||||
|
COMPREHENSIVE
LOSS ATTRIBUTABLE TO ABMT COMMON STOCKHOLDERS
|
$ | (560,288 | ) | $ | (262,871 | ) | $ | (1,703,291 | ) | |||
|
Net
loss per share-basic and diluted
|
$ | (0.01 | ) | $ | (0.00 | ) | ||||||
|
Weighted
average number of shares outstanding during the year
|
||||||||||||
|
-
basic and diluted
|
54,758,489 | 50,510,000 | ||||||||||
The
accompanying notes are an integral part of these consolidated financial
statements
F-3
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
|
Accumulated
|
Accumulated
|
|||||||||||||||||||||||||||||||
|
Additional
|
Deferred
|
deficit
during
|
other
|
|||||||||||||||||||||||||||||
|
Number
|
Common
|
Paid-in
|
Stock
|
development
|
comprehensive
|
Noncontrolling
|
||||||||||||||||||||||||||
|
of
Shares
|
Stock
|
capital
|
Compensation
|
stage
|
loss
|
interests
|
Total
|
|||||||||||||||||||||||||
|
Stock
issued to founders for cash
|
50,510,000 | $ | 505 | $ | 275,002 | $ | — | $ | — | $ | — | $ | 217,205 | $ | 492,712 | |||||||||||||||||
|
Net
loss for the period
|
— | — | — | — | (40,343 | ) | — | (17,290 | ) | (57,633 | ) | |||||||||||||||||||||
|
Foreign
currency translation loss
|
— | — | — | — | — | (225 | ) | 10 | (215 | ) | ||||||||||||||||||||||
|
Comprehensive
loss
|
— | — | — | — | — | — | — | (57,848 | ) | |||||||||||||||||||||||
|
Balance
at December 31, 2003
|
50,510,000 | 505 | 275,002 | — | (40,343 | ) | (225 | ) | 199,925 | 434,864 | ||||||||||||||||||||||
|
Net
loss for the year
|
— | — | — | — | (65,960 | ) | — | (28,269 | ) | (94,229 | ) | |||||||||||||||||||||
|
Foreign
currency translation loss
|
— | — | — | — | — | (357 | ) | 2 | (355 | ) | ||||||||||||||||||||||
|
Comprehensive
loss
|
— | — | — | — | — | — | — | (94,584 | ) | |||||||||||||||||||||||
|
Balance
at December 31, 2004
|
50,510,000 | 505 | 275,002 | — | (106,303 | ) | (582 | ) | 171,658 | 340,280 | ||||||||||||||||||||||
|
Imputed
interest on advances from a stockholder and
related company
|
— | — | 23,103 | — | — | — | — | 23,103 | ||||||||||||||||||||||||
|
Net
loss for the year
|
— | — | — | — | (357,863 | ) | — | (153,370 | ) | (511,233 | ) | |||||||||||||||||||||
|
Foreign
currency translation loss
|
— | — | — | — | — | (12,290 | ) | 2,064 | (10,226 | ) | ||||||||||||||||||||||
|
Comprehensive
loss
|
— | — | — | — | — | — | — | (521,459 | ) | |||||||||||||||||||||||
|
Balance
at December 31, 2005
|
50,510,000 | 505 | 298,105 | — | (464,166 | ) | (12,872 | ) | 20,352 | (158,076 | ) | |||||||||||||||||||||
|
Imputed
interest on advances from a stockholder and
related company
|
— | — | 27,184 | — | — | — | — | 27,184 | ||||||||||||||||||||||||
|
Net
loss for the year
|
— | — | — | — | (172,738 | ) | — | (18,276 | ) | (191,014 | ) | |||||||||||||||||||||
|
Foreign
currency translation loss
|
— | — | — | — | — | (6,084 | ) | (2,076 | ) | (8,160 | ) | |||||||||||||||||||||
|
Comprehensive
loss
|
— | — | — | — | — | — | — | (199,174 | ) | |||||||||||||||||||||||
|
Balance
at December 31, 2006
|
50,510,000 | 505 | 325,289 | — | (636,904 | ) | (18,956 | ) | — | (330,066 | ) | |||||||||||||||||||||
|
Imputed
interest on advances from a stockholder, related
company and related party
|
— | — | 39,021 | — | — | — | — | 39,021 | ||||||||||||||||||||||||
|
Net
loss for the year
|
— | — | — | — | (196,871 | ) | — | — | (196,871 | ) | ||||||||||||||||||||||
|
Foreign
currency translation loss
|
— | — | — | — | — | (27,401 | ) | — | (27,401 | ) | ||||||||||||||||||||||
|
Comprehensive
loss
|
— | — | — | — | — | — | — | (224,272 | ) | |||||||||||||||||||||||
|
Balance
at December 31, 2007
|
50,510,000 | 505 | 364,310 | — | (833,775 | ) | (46,357 | ) | — | (515,317 | ) | |||||||||||||||||||||
|
Imputed
interest on advances from a stockholder and
related company
|
— | — | 27,764 | — | — | — | — | 27,764 | ||||||||||||||||||||||||
|
Net
loss for the period
|
— | — | — | — | (227,038 | ) | — | — | (227,038 | ) | ||||||||||||||||||||||
|
Foreign
currency translation loss
|
— | — | — | — | — | (35,833 | ) | — | (35,833 | ) | ||||||||||||||||||||||
|
Comprehensive
loss
|
— | — | — | — | — | — | — | (262,871 | ) | |||||||||||||||||||||||
|
Balance
at October 31, 2008
|
50,510,000 | 505 | 392,074 | — | (1,060,813 | ) | (82,190 | ) | — | (750,424 | ) | |||||||||||||||||||||
|
Recapitalization
|
5,104,000 | 51 | (51 | ) | — | — | — | — | — | |||||||||||||||||||||||
|
Stock
issued for services
|
100,000 | 1 | 304,999 | (292,292 | ) | — | — | — | 12,708 | |||||||||||||||||||||||
|
Stock
issued for placement
|
5,000 | 0 | 5,750 | — | — | — | — | 5,750 | ||||||||||||||||||||||||
|
Stock
issued for placement
|
2,000 | 0 | 2,300 | — | — | — | — | 2,300 | ||||||||||||||||||||||||
|
Contributed
capital
|
— | — | 26,950 | — | — | — | — | 26,950 | ||||||||||||||||||||||||
|
Distributed
to the stockholders
|
— | — | (31,409 | ) | — | — | — | — | (31,409 | ) | ||||||||||||||||||||||
|
Imputed
Interest on advances from a stockholder and
related company
|
— | — | 31,656 | — | — | — | — | 31,656 | ||||||||||||||||||||||||
|
Net
loss for the year
|
— | — | — | — | (558,432 | ) | — | — | (558,432 | ) | ||||||||||||||||||||||
|
Foreign
currency translation loss
|
— | — | — | — | — | (1,856 | ) | — | (1,856 | ) | ||||||||||||||||||||||
|
Comprehensive
loss
|
— | — | — | — | — | — | — | (560,288 | ) | |||||||||||||||||||||||
|
Balance
at October 31, 2009
|
55,721,000 | $ | 557 | $ | 732,269 | $ | (292,292 | ) | $ | (1,619,245 | ) | $ | (84,046 | ) | $ | — | $ | (1,262,757 | ) | |||||||||||||
F-4
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
|
Year
ended
|
Ten
months ended
|
September
25, 2002
|
||||||||||
|
October
31,
|
October
31,
|
(inception)
through
|
||||||||||
|
2009
|
2008
|
October
31, 2009
|
||||||||||
|
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||||||
|
Net
loss
|
$ | (558,432 | ) | $ | (227,038 | ) | $ | (1,619,245 | ) | |||
|
Adjustments
to reconcile net loss to cash used
in operating activities:
|
||||||||||||
|
Depreciation
|
31,382 | 35,902 | 236,805 | |||||||||
|
Stock
issued for services
|
12,708 | — | 12,708 | |||||||||
|
Noncontrolling
interests
|
— | — | (217,205 | ) | ||||||||
|
Imputed
interest on advances from a stockholder and
a related party
|
31,656 | 27,764 | 148,728 | |||||||||
|
Changes
in operating assets and liabilities
|
||||||||||||
|
(Increase)
decrease in:
|
||||||||||||
|
Other
receivables and prepaid expenses
|
(11,531 | ) | 467 | (11,531 | ) | |||||||
|
Advances
to suppliers
|
||||||||||||
|
Increase
(decrease) in:
|
||||||||||||
|
Other
payables and accrued expenses
|
3,736 | (8,940 | ) | 3,736 | ||||||||
|
Net
cash used in operating activities
|
(490,481 | ) | (171,845 | ) | (1,446,004 | ) | ||||||
|
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||||||
|
Purchase
of property and equipment
|
(20,590 | ) | (10,491 | ) | (226,007 | ) | ||||||
|
Due
from stockholders
|
— | 10,474 | — | |||||||||
|
Due
from a noncontrolling stockholder of a subsidiary
|
(765 | ) | — | (765 | ) | |||||||
|
Net
cash used in investing activities
|
(21,355 | ) | (17 | ) | (226,772 | ) | ||||||
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||||||
|
Stock
issued to founders
|
— | — | 505 | |||||||||
|
Proceeds
from issuance of shares
|
8,050 | — | 8,050 | |||||||||
|
Contribution
by stockholders
|
— | — | 492,207 | |||||||||
|
Distributed
to stockholders
|
(4,459 | ) | — | (4,459 | ) | |||||||
|
Due
to a noncontrolling stockholder of a subsidiary
|
(3,127 | ) | 3,123 | (3,127 | ) | |||||||
|
Due
to a stockholder
|
250,571 | 80,863 | 250,571 | |||||||||
|
Due
to directors
|
(31,302 | ) | 15,903 | (31,302 | ) | |||||||
|
Due
to a related company
|
— | 49,229 | — | |||||||||
|
Due
to a related party
|
224,093 | 97,453 | 224,093 | |||||||||
|
Net
cash provided by financing activities
|
443,826 | 246,571 | 936,538 | |||||||||
|
EFFECT
ON EXCHANGE RATES ON CASH
|
(260 | ) | (35,833 | ) | 746,844 | |||||||
|
NET
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|
(68,270 | ) | 38,876 | 10,606 | ||||||||
|
CASH
AND CASH EQUIVALENTS AT BEGINNING OF PERIOD
|
78,876 | 40,000 | — | |||||||||
|
CASH
AND CASH EQUIVALENTS AT END OF PERIOD
|
$ | 10,606 | $ | 78,876 | $ | 10,606 | ||||||
SUPPLEMENTAL
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
On
December 31, 2008, the Company issued 5,104,000 shares of common stock for
recapitalization.
The
accompanying notes are an integral part of these consolidated financial
statements
F-5
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC
AND
SUBSIDIARIES
(A
DEVELOPMENT STAGE COMPANY)
|
1.
|
SUMMARY
OF SIGNIFICANT ACCOUNTING POLICIES AND
ORGANIZATION
|
|
|
(A)
|
Organization
|
Advanced
Biomedical Technologies, Inc (fka “Geostar Mineral Corporation” or “Geostar”)
(“ABMT”) was incorporated in Nevada on September 12, 2006 .
Shenzhen
Changhua Biomedical Engineering Co., Ltd. (“Shenzhen Changhua”) was incorporated
in the People’s Republic of China (“PRC”) on September 25, 2002 as a limited
liability company with a registered capital of $724,017. Shenzhen Changhua is
owned by two stockholders in the proportion of 70% and 30% respectively.
Shenzhen Changhua plans to develop, manufacture and market self-reinforced,
re-absorbable degradable PA screws, robs and binding ties for fixation on human
fractured bones. The Company is currently conducting clinical trials on its
products and intends to raise additional capital to produce and market its
products commercially pending the approval from the State Food and Drug
Administration (“SFDA”) of the PRC on its products. The Company has no revenue
since its inception and, in accordance with the Financial Accounting Standards
Board (“FASB”) Codification Topic 915 (ASC Topic 915), “Accounting and Reporting
by Development Stage Enterprise,” is considered a Development Stage
Company.
Masterise
Holdings Limited (“Masterise”) was incorporated in the British Virgin Islands on
31 May, 2007 as an investment holding company. Masterise is owned as to 63% by
the spouse of Shenzhen Changhua’s 70% majority stockholder and 37% by a third
party corporation.
On
January 29, 2008, Masterise entered into a Share Purchase Agreement (“the
Agreement”) with a stockholder of Shenzhen Changhua whereupon Masterise acquired
70% of Shenzhen Changhua for US$64,100 in cash. The acquisition was completed on
February 25, 2008. As both Masterise and Shenzhen Changhua are under common
control and management, the acquisition was accounted for as a reorganization of
entities under common control. Accordingly, the operations of Shenzhen Changhua
for the year ended October 31, 2009, ten months ended October 31, 2008 and years
ended December 31, 2007 and 2006 were included in the consolidated financial
statements as if the transactions had occurred retroactively.
On
December 31, 2008, ABMT consummated a Share Exchange Agreement (“the Exchange
Agreement”) with the stockholders of Masterise pursuant to which Geostar issued
50,000 shares of Common Stock to the stockholders of Masterise for 100% equity
interest in Masterise.
Concurrently,
on December 31, 2008, a major stockholder of ABMT also consummated an Affiliate
Stock Purchase Agreement (the “Affiliate Agreement”) with thirteen individuals
including all the stockholders of Masterise, pursuant to which the major
stockholder sold a total of 5,001,000 shares of ABMT’s common stock for a total
aggregate consideration of $5,000, including 4,438,250 shares to the
stockholders of Masterise.
On
consummation of the Exchange Agreement and the Affiliate Agreement, the 70%
majority stockholder of Masterise became a 80.7% stockholder of
ABMT.
On March
13, 2009, the name of the Company was changed from Geostar Mineral Corporation
to Advanced Biomedical Technologies, Inc.
F-6
The
merger of ABMT and Masterise is being treated for accounting purposes as a
capital transaction and recapitalization by Masterise (“the accounting
acquirer”) and a re-organization by ABMT (“the accounting acquiree”). The
financial statements have been prepared as if the re-organization had occurred
retroactively. Following the merger, the Company ceased its mineral exploration
activities.
Accordingly,
these financial statements include the following:
|
(1)
|
The
balance sheet consisting of the net assets of the acquirer at historical
cost and the net assets of the acquiree at historical
cost.
|
|
(2)
|
The
statement of operations including the operations of the acquirer for the
periods presented and the operations of the acquiree from the date of the
transaction.
|
ABMT,
Masterise and Shenzhen Changhua are hereinafter referred to as (“the
Company”)
|
|
(B)
|
Principles
of consolidation
|
The
accompanying consolidated financial statements include the financial statements
of ABMT and its wholly owned subsidiaries, Masterise and its 70% owned
subsidiary, Shenzhen Changhua. The noncontrolling interests represent the
minority stockholders’ 30% proportionate share of the results of Shenzhen
Changhua.
All
significant inter-company transactions and balances have been eliminated in
consolidation.
|
|
(C)
|
Change
of year end
|
Prior to
the acquisition, the Company’s subsidiaries reporting year end was December 31.
ABMT’s reporting year end is October 31. In order to be
consistent with ABMT’s reporting year end, the
Company’s Board of Directors approved all of
their subsidiaries’ fiscal year
end change from December 31 to October 31 with effect from
October 31, 2008.
The
consolidated financial statements consist of a year ended October 31, 2009, ten
month transition period ended October 31, 2008 and the period September 25, 2002
(Inception) through October 31, 2009 respectively.
|
|
(D)
|
FASB
Launches New Accounting Standards
Codification
|
In June
2009 FASB issued FASB Accounting Standards Codification (“Codification”) as the
single source of authoritative GAAP recognized by the FASB to be applied by
nongovernmental entities effective for interim and annual periods ending after
September 15, 2009. Rules and interpretive releases of the SEC under
authority of federal securities laws are also sources of authoritative GAAP for
SEC registrants. The Codification supersedes all existing non-SEC accounting and
reporting standards. All other non-grandfathered, non-SEC accounting literature
not included in the Codification have become non-authoritative.
Following
the Codification, FASB will not issue new standards in the form of Statements,
FASB Staff Positions (“FSP”) or Emerging Issues Task Force (“EITF”) Abstracts.
Instead, it will issue Accounting Standards Updates, which will serve to update
the Codification, provide background information about the guidance and provide
the basis for conclusions on the changes to the Codification.
GAAP is
not intended to be changed as a result of the FASB’s Codification, but it will
change the way the guidance is organized and presented. As a result, these
changes will have a significant impact on how companies reference GAAP in their
financial statements and in their accounting policies. The Trust has
adopted the Codification in this quarterly report by using plain English to
describe FASB broad topic references.
|
|
(E)
|
Use
of estimates
|
The
preparation of the financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amount 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 period.
Actual results could differ from those estimates.
F-7
|
|
(F)
|
Cash
and cash equivalents
|
For
purpose of the statements of cash flows, cash and cash equivalents include cash
on hand and demand deposits with a bank with a maturity of less than three
months. As of October 31, 2009 and 2008 and December 31, 2007, all the cash and
cash equivalents were denominated in United States Dollars (“US$”), Hong Kong
Dollars (“HK$”) and Renminbi (“RMB”) and were placed with banks in the United
States of America, Hong Kong and PRC. Balances at financial
institutions or state-owned banks within the PRC are not freely convertible into
foreign currencies and the remittance of these funds out of the PRC is subject
to exchange control restrictions imposed by the PRC government.
|
|
(G)
|
Property
and equipment
|
Property
and equipment are stated at cost, less accumulated
depreciation. Expenditures for additions, major renewals and
betterments are capitalized and expenditures for maintenance and repairs are
charged to expense as incurred.
Depreciation
is provided on a straight-line basis, less estimated residual value over the
assets estimated useful lives. The estimated useful lives of the
assets are 5 years.
|
|
(H)
|
Long-lived
assets
|
In
accordance with FASB Codification Topic 360 (ASC Topic 360), “Accounting for the
impairment or disposal of Long-Lived Assets”, long-lived assets and certain
identifiable intangible assets held and used by the Company are reviewed for
impairment whenever events or changes in circumstances indicate that the
carrying amount of an asset may not be recoverable. For purposes of evaluating
the recoverability of long-lived assets, the recoverability test is performed
using undiscounted net cash flows related to the long- lived assets. The Company
reviews long-lived assets to determine that carrying values are not
impaired.
|
|
(I)
|
Fair
value of financial instruments
|
FASB
Codification Topic 825(ASC Topic 825), “Disclosure About Fair Value of Financial
Instruments,” requires certain disclosures regarding the fair value of financial
instruments. The carrying amounts of other receivables and prepaid expenses, due
from related parties, other payables and accrued liabilities and due to related
parties approximate their fair values because of the short-term nature of the
instruments. The management of the Company is of the opinion that the Company is
not exposed to significant interest or credit risks arising from these financial
statements.
|
|
(J)
|
Government grant
|
Government
grant represents a subsidy from the local government and is unconditional. The
Company recognizes the grant upon receipt from the local government and is
accounted for as an offset to research and development expenses.
|
|
(K)
|
Income
taxes
|
The
Company accounts for income taxes under the FASB Codification Topic 740-10-25
(“ASC 740-10-25”). Under ASC 740-10-25, deferred tax assets and liabilities are
recognized for the future tax consequences attributable to
differences between the financial statement carrying amounts of existing assets
and liabilities and their respective tax bases. Deferred tax assets
and liabilities are measured using enacted tax rates expected to apply to
taxable income in the years in which those temporary differences are expected to
be recovered or settled. Under ASC 740-10-25, the effect on deferred
tax assets and liabilities of a change in tax rates is recognized as income in
the period included the enactment date.
|
|
(L)
|
Research
and Development
|
Research
and development costs related to both present and future products are expensed
as incurred.
F-8
Total
expenditure on research and development charged to general and administrative
expenses for the year ended October 31, 2009, ten months ended October 31, 2008
and for the period from September 25, 2002 (inception) through October 31, 2009
was $10,313, $10,327 and $107,347 respectively.
|
|
(M)
|
Foreign
currency translation
|
ABMT,
Masterise and Shenzhen Changhua maintain their accounting records in their
functional currencies of United States Dollars (“US$”), Hong Kong Dollars
(“HK$”) and Renminbi (“RMB”) respectively.
Foreign
currency transactions during the year are translated to the functional currency
at the approximate rates of exchange on the dates of
transactions. Monetary assets and liabilities denominated in foreign
currencies at the balance sheet date are translated at the approximate rates of
exchange at that date. Non-monetary assets and liabilities are
translated at the rates of exchange prevailing at the time the asset or
liability was acquired. Exchange gains or losses are recorded in the
statement of operations.
The
financial statements of Masterise and Shenzhen Changhua (whose functional
currency is HK$ and RMB respectively) are translated into US$ using the closing
rate method. The balance sheet items are translated into US$ using
the exchange rates at the respective balance sheet dates. The capital
and various reserves are translated at historical exchange rates prevailing at
the time of the transactions while income and expenses items are translated at
the average exchange rate for the year. All exchange differences are
recorded within equity.
The
exchange rates used to translate amounts in HK$ and RMB into US$ for the
purposes of preparing the financial statements were as follows:
| October 31, 2009 |
|
October
31, 2008
|
|
|||
|
Balance
sheet items, except for share capital, additional paid-in capital and
accumulated deficits, as of year end
|
US$1=HK$7.7504=RMB6.8381
|
US$1=HK$7.7701=RMB6.852
|
||||
|
Amounts
included in the statements of operations and cash flows for the
year
|
US$1=HK$7.752030=RMB6.844020
|
US$1=HK$7.7946=RMB6.98377
|
||||
The
translation loss recorded for the year ended October 31, 2009 and ten months
ended October 31 2008 and for the period from September 25, 2002 (inception)
through October 31, 2009 was $1,856, $35,833 and $84,046
respectively.
No
presentation is made that RMB amounts have been, or would be, converted into US$
at the above rates. Although the Chinese government regulations now allow
convertibility of RMB for current account transactions, significant restrictions
still remain. Hence, such translations should not be construed as
representations that RMB could be converted into US$ at that rate or any other
rate.
The value
of RMB against US$ and other currencies may fluctuate and is affected by, among
other things, changes in China’s political and economic conditions, Any
significant revaluation of RMB may materially affect the Company’s financial
condition in terms of US$ reporting.
|
|
(N)
|
Other
comprehensive loss
|
The
foreign currency translation gain or loss resulting from translation of the
financial statements expressed in RMB and HK$ to US$ is reported as other
comprehensive gain (loss) in the statements of operations and stockholders’
equity. Other comprehensive loss for the year ended October 31, 2009 and ten
months ended October 31 2008 and for the period from September 25,
2002 (inception) through October 31, 2009, was 1,856, $35,833 and $84,046
respectively
|
|
(O)
|
Earnings
per share
|
Basic
earnings per share are computed by dividing income available to stockholders by
the weighted average number of shares outstanding during the
year. Diluted income per share is computed similar to basic income
per share except that the denominator is increased to include the number of
additional shares that would have been outstanding if the potential shares had
been issued and if the additional shares were diluted. There were no potentially
dilutive securities for 2009 and 2008.
F-9
|
|
(P)
|
Segments
|
The
Company operates in only one segment, thereafter segment disclosure is not
presented.
|
|
(Q)
|
Recent
Accounting Pronouncements
|
In
October, 2009, the FASB issued ASU 2009-15, “Accounting for Own-Share Lending
Arrangements in Contemplation of Convertible Debt Issuance or Other Financing”,
now codified under FASB ASC Topic 470 “Debt”, (“ASU 2009-15”), and provides
guidance for accounting and reporting for own-share lending arrangements issued
in contemplation of a convertible debt issuance. At the date of
issuance, a share-lending arrangement entered into on an entity’s own shares
should be measured at fair value in accordance with Topic 820 and recognized as
an issuance cost, with an offset to additional paid-in
capital. Loaned shares are excluded from basic and diluted earnings
per share unless default of the share-lending arrangement occurs. The
amendments also require several disclosures including a description and the
terms of the arrangement and the reason for entering into the
arrangement. The effective dates of the amendments are dependent upon
the date the share-lending arrangement was entered into and include
retrospective application for arrangements outstanding as of the beginning of
fiscal years beginning on or after December 15,
2009. Management is currently evaluating the potential impact
of ASU 2009-15 on our financial statements.
In
October 2009, the FASB issued ASU 2009-14, “Certain Arrangements That
Include Software Elements, now codified under FASB ASC Topic 985, “Software”,
(“ASU 2009-14”). ASU 2009-14 removes tangible products from the scope of
software revenue guidance and provides guidance on determining whether software
deliverables in an arrangement that includes a tangible product are covered by
the scope of the software revenue guidance. ASU 2009-14 should be applied on a
prospective basis for revenue arrangements entered into or materially modified
in fiscal years beginning on or after June 15, 2010, with early adoption
permitted. Management is currently evaluating the potential impact of ASU
2009-14 on our financial statements.
In
October 2009, the FASB issued ASU 2009-13, “Multiple-Deliverable Revenue
Arrangements”, now codified under FASB ASC Topic 605, “Revenue Recognition”,
(“ASU 2009-13”). ASU 2009-13 requires entities to allocate revenue in an
arrangement using estimated selling prices of the delivered goods and services
based on a selling price hierarchy. The amendments eliminate the residual method
of revenue allocation and require revenue to be allocated using the relative
selling price method. ASU 2009-13 should be applied on a prospective basis for
revenue arrangements entered into or materially modified in fiscal years
beginning on or after June 15, 2010, with early adoption permitted.
Management is currently evaluating the potential impact of ASU2009-13 on our
financial statements.
In June
2009, the FASB issued SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”
(“SFAS 167”) (not part of the codification yet). SFAS 167 amends FASB
Interpretation No. 46 (Revised December 2003) “Consolidation of Variable
Interest Entities—an interpretation of ARB No. 51” (FIN 46(R)) to require an
enterprise to perform an analysis to determine whether the enterprise’s variable
interest or interests give it a controlling financial interest in a variable
interest entity; to require ongoing reassessments of whether an enterprise is
the primary beneficiary of a variable interest entity; to eliminate the
quantitative approach previously required for determining the primary
beneficiary of a variable interest entity; to add an additional reconsideration
event for determining whether an entity is a variable interest entity when any
changes in facts and circumstances occur such that holders of the equity
investment at risk, as a group, lose the power from voting rights or similar
rights of those investments to direct the activities of the entity that most
significantly impact the entity’s economic performance; and to require enhanced
disclosures that will provide users of financial statements with more
transparent information about an enterprise’s involvement in a variable interest
entity. SFAS 167 will be effective as of the beginning of each reporting
entity’s first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period, and for interim and
annual reporting periods thereafter. Early adoption is not permitted. This
guidance will be codified under FASB ASC Topic 810, “Consolidation” when it
becomes effective. The Company does not expect the standard to have any impact
on the Company’s financial position.
F-10
In June
2009, the FASB issued SFAS No. 166 “Accounting for Transfers of Financial
Assets—an amendment of FASB Statement No. 140” (“SFAS 166”) (ASC Topic 810).
SFAS 166 (not part of the codification yet) amends various provisions of SFAS
No. 140 “Accounting for Transfers and Servicing of Financial Assets and
Extinguishments of Liabilities—a replacement of FASB Statement No. 125” by
removing the concept of a qualifying special-purpose entity and removes the
exception from applying FIN 46(R) to variable interest entities that are
qualifying special-purpose entities; limits the circumstances in which a
transferor derecognizes a portion or component of a financial asset; defines a
participating interest; requires a transferor to recognize and initially measure
at fair value all assets obtained and liabilities incurred as a result of a
transfer accounted for as a sale; and requires enhanced disclosure; among
others. SFAS 166 will be effective as of the beginning of each reporting
entity’s first annual reporting period that begins after November 15, 2009, for
interim periods within that first annual reporting period and for interim and
annual reporting periods thereafter. Early adoption is not permitted. This
guidance will be codified under FASB ASC Topic 860, “Transfers and Servicing”
when it
becomes effective. The Company does not expect the standard to have any impact
on the Company’s financial position.
In
December 2008, the FASB issued Staff Position No. FAS 132(R)-1 “Employers’
Disclosures about Postretirement Benefit Plan Assets” (“FSP FAS 132(R)-1”) (ASC
Topic 715-20-65). FSP FAS 132(R)-1 (ASC Topic 715-20-65) requires more detailed
disclosures about employers’ plan assets in a defined benefit pension or other
postretirement plan, including employers’ investment strategies, major
categories of plan assets, concentrations of risk within plan assets, and inputs
and valuation techniques used to measure the fair value of plan assets. FSP FAS
132(R)-1 (ASC Topic 715-20-65) also requires, for fair value measurements using
significant unobservable inputs (Level 3), disclosure of the effect of the
measurements on changes in plan assets for the period. The disclosures about
plan assets required by FSP FAS 132(R)-1 (ASC Topic 715-20-65) must be provided
for fiscal years ending after December 15, 2009. As this pronouncement is only
disclosure-related, it will not have an impact on the financial position and
results of operations.
|
2.
|
PROPERTY
AND EQUIPMENT
|
The
following is a summary of property and equipment at October 31, 2009 and
2008:
|
October
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Plant
and machinery
|
$ | 147,040 | $ | 143,955 | ||||
|
Motor
vehicles
|
48,115 | 40,236 | ||||||
|
Office
equipment
|
23,356 | 13,325 | ||||||
|
Office
improvements
|
117,490 | 117,251 | ||||||
| 336,001 | 314,767 | |||||||
|
Less:
accumulated depreciation
|
265,913 | 234,024 | ||||||
|
Property
and equipment, net
|
$ | 70,088 | $ | 80,743 | ||||
Depreciation
expense for the year ended October 31, 2009, ten months ended October 31, 2008
and for the period from September 25, 2002 (inception) through October 31, 2009
was $31,382, $35,902 and $236,805 respectively.
F-11
|
3.
|
OTHER
PAYABLES AND ACCRUED
LIABILITIES
|
Other
payables and accrued liabilities at October 31, 2009 and 2008 consisted of the
following:
|
October
31,
|
||||||||
|
2009
|
2008
|
|||||||
|
Other
payables
|
$ | 4,855 | $ | 1,657 | ||||
|
Accrued
liabilities
|
25,802 | 25,335 | ||||||
| $ | 30,657 | $ | 26,992 | |||||
|
4.
|
RELATED
PARTY TRANSACTIONS
|
As of
October 31, 2009 and 2008, the Company owed $335,755 and $85,156 respectively to
a stockholder which is unsecured and repayable on demand. Interest is charged at
7% per annum on the amount owed.
As of
October 31, 2009 and 2008, the Company owed $386,159 and $161,553 to a related
party which is unsecured and repayable on demand. Interest is charged at 7% per
annum on the amount owed.
Total
interest expenses on advances from a stockholder and a related party accrued for
the year ended October 31, 2009 and for the ten months ended October 31, 2008
and for the period from September 25, 2002 (inception) through October 31, 2009
are $35,570, $5,553 and $41,123 respectively.
As of
October 31, 2009, the Company owed $220,849 to three directors for advances
made. As of October 31, 2008, the Company owed $251,713 to a director for
advances made. These advances were made on an unsecured basis, repayable on
demand and interest free.
As of
October 31, 2009 and October 31, 2008, the Company owed $390,459 and $389,667
respectively to a related company on an unsecured basis, repayable on demand and
interest free.
Imputed
interest charged at 5% per annum on the amounts owed to three directors, and a
related company is $31,656, $27,764 and $148,728 for the year ended October 31,
2009 and the ten months ended October 31, 2008 and the period from September 25,
2002 (inception) through October 31, 2009 respectively.
As of
October 31, 2009, a noncontrolling stockholder of a subsidiary owed the Company
$765 which is unsecured, interest free and repayable on demand. As of
October 31, 2008, the Company owed $3,123 to this noncontrolling stockholder of
a subsidiary and such advances were unsecured, interest free and repayable on
demand.
F-12
|
5.
|
STOCKHOLDERS’
DEFICIENCY
|
|
|
(A)
|
Change
in equity
|
The
following table summarizes the changes in equity:
|
ABMT
Common
|
||||||||||||
|
Stockholders’
|
Noncontrolling
|
Total
|
||||||||||
|
Equity
|
Interests
|
Equity
|
||||||||||
|
Stock
issued to founders for cash
|
$ | 275,507 | $ | 217,205 | $ | 492,712 | ||||||
|
Net
loss for the period
|
(40,343 | ) | (17,290 | ) | (57,633 | ) | ||||||
|
Other
comprehensive (loss) income
|
(225 | ) | 10 | (215 | ) | |||||||
|
Balance
at December 31, 2003
|
234,939 | 199,925 | 434,864 | |||||||||
|
Net
loss for the year
|
(65,960 | ) | (28,269 | ) | (94,229 | ) | ||||||
|
Other
comprehensive (loss) income
|
(357 | ) | 2 | (355 | ) | |||||||
|
Balance
at December 31, 2004
|
168,622 | 171,658 | 340,280 | |||||||||
|
Imputed
interest
|
23,103 | — | 23,103 | |||||||||
|
Net
loss for the year
|
(357,863 | ) | (153,370 | ) | (511,233 | ) | ||||||
|
Other
comprehensive (loss) income
|
(12,290 | ) | 2,064 | (10,226 | ) | |||||||
|
Balance
at December 31, 2005
|
(178,428 | ) | 20,352 | (158,076 | ) | |||||||
|
Imputed
interest
|
27,184 | — | 27,184 | |||||||||
|
Net
loss for the year
|
(172,738 | ) | (18,276 | ) | (191,014 | ) | ||||||
|
Other
comprehensive (loss) income
|
(6,084 | ) | (2,076 | ) | (8,160 | ) | ||||||
|
Balance
at December 31, 2006
|
(330,066 | ) | — | (330,066 | ) | |||||||
|
Imputed
interest
|
39,021 | — | 39,021 | |||||||||
|
Net
loss for the year
|
(196,871 | ) | — | (196,871 | ) | |||||||
|
Other
comprehensive (loss) income
|
(27,401 | ) | — | (27,401 | ) | |||||||
|
Balance
at December 31, 2007
|
(515,317 | ) | — | (515,317 | ) | |||||||
|
Imputed
interest
|
27,764 | — | 27,764 | |||||||||
|
Net
income for the period
|
(227,038 | ) | — | (227,038 | ) | |||||||
|
Other
comprehensive (loss) income
|
(35,833 | ) | — | (35,833 | ) | |||||||
|
Balance
at October 31, 2008
|
(750,424 | ) | — | (750,424 | ) | |||||||
|
Stock
issued for placement
|
8,050 | — | 8,050 | |||||||||
|
Contributed
capital
|
26,950 | — | 26,950 | |||||||||
|
Distributed
to the stockholders
|
(31,409 | ) | — | (31,409 | ) | |||||||
|
Stock
issued for services
|
12,708 | 12,708 | ||||||||||
|
Imputed
interest
|
31,656 | — | 31,656 | |||||||||
|
Net
loss for the year
|
(558,432 | ) | — | (558,432 | ) | |||||||
|
Other
comprehensive (loss) income
|
(1,856 | ) | — | (1,856 | ) | |||||||
|
Balance
at October 31, 2008
|
$ | (1,262,757 | ) | $ | — | $ | (1,262,757 | ) | ||||
F-13
|
|
(B)
|
Common
stock
|
On
December 31, 2008, ABMT consummated a Share Exchange Agreement (“the Exchange
Agreement”) with the stockholders of Masterise pursuant to which ABMT issued
50,000 shares of Common Stock to the stockholders of Masterise for 100% equity
interest in Masterise.
Concurrently,
on December 31, 2008, a major stockholder of ABMT also consummated an Affiliate
Stock Purchase Agreement (the “Affiliate Agreement”) with thirteen individuals
including all the stockholders of Masterise, pursuant to which the major
stockholder sold a total of 5,001,000 shares of ABMT’s common stock for a total
aggregate consideration of $5,000, including 4,438,250 shares to the
stockholders of Masterise.
On
consummation of the Exchange Agreement and the Affiliate Agreement, the 63%
majority stockholder of Masterise became a 54% stockholder of ABMT.
On
December 31, 2008, the Company issued 510,400 shares of common stock in reverse
merger for the recapitalization of Masterise and re-organization of
ABMT.
On March
13, 2009, the Company’s Board of Directors authorized a stock split, effected as
a stock dividend, of ten shares of common stock for every one share of common
stock held by stockholders of record as of the close of business on February 17,
2009. Following the stock split, the Company’s issued and outstanding shares
increased from 5,561,400 shares of common stock to 55,614,000 shares of common
stock. All basic and diluted loss per share and average shares outstanding
information has been adjusted to reflect the aforementioned stock
dividend.
On
October 1, 2009, the Company issued 100,000 shares of restricted common stock at
$3.05 for the advisory services under a service agreement. The shares were
valued at fair value on the date of issuance, yielding an aggregate fair value
of total $305,000. As of October 31, 2009, the Company recognized $12,708 of
consultant fees in general and administrative expenses and
recorded deferred stock compensation of $292,292 as of October 31, 2009 for
these services.
On
October 29, 2009, the Company issued 5,000 shares of common stock at $1.15 for
cash in a private placement.
On
October 29, 2009, the Company issued 2,000 shares of common stock at $1.15 for
cash in a private placement.
|
6.
|
COMMITMENTS
AND CONTINGENCIES
|
|
|
(A)
|
Employee
benefits
|
The full
time employees of the Company are entitled to employee benefits including
medical care, welfare subsidies, unemployment insurance and pension benefits
through a Chinese government mandated multi-employer defined contribution plan.
The Company is required to accrue for these benefits based on certain
percentages of the employees’ salaries and make contributions to the plans out
of the amounts accrued for medical and pension benefits. The total
provisions and contributions made for such employee benefits was $7,773, $2,413
and $15,562 for the year ended October 31, 2009, ten months ended October 31,
2008 and for the period from September 25, 2002 (inception) through
October 31, 2009 respectively. The Chinese government is responsible for the
medical benefits and the pension liability to be paid to these
employees.
|
|
(B)
|
Lease
commitments
|
The
Company leased office space from two third parties under two operating leases at
monthly rental of $1,700 and $1,643 with the latter subject to an annual
increase of 5% in each year. The leases expire on December 1, 2009 and July 20,
2014 The Company also leased staff quarters from a third party under an
operating lease which expires on July 31, 2010 at a monthly rental of
$308.
As of
October 31, 2009, the Company had outstanding commitments with respect to the
above operating leases, which are due as follows:
|
2009
|
$ | 5,603 | ||
|
2010
|
22,862 | |||
|
2011
|
21,737 | |||
|
2012
|
22,824 | |||
|
2013
|
23,966 | |||
|
2014
|
13,936 | |||
|
Total
|
$ | 110,928 | ||
|
7.
|
INCOME
TAX
|
ABMT was
incorporated in the United States and has incurred net operating loss for income
tax purposes for 2009 and 2008. ABMT has net operating loss carry forwards for
income taxes amounting to approximately 83,791 as of October 31, 2009 which may
be available to reduce future years’ taxable income. These carry forwards, will
expire, if not utilized, commencing in 2029. Management believes that the
realization of the benefits from these losses appears uncertain due to the
Company’s limited operating history and continuing losses. Accordingly, a full,
deferred tax asset valuation allowance has been provided and no deferred tax
asset valuation allowance has been provided and no deferred tax asset benefit
has been recorded. The valuation allowance at October 31, 2009 and 2008 was
$83,791 and $7,903 respectively. The net change in the valuation allowance for
2008 was an increase of $75,888.
Masterise
was incorporated in the BVI and under current law of the BVI, is not subject to
tax on income.
F-14
Shenzhen
Changhua was incorporated in the PRC and is subject to PRC income tax which is
computed according to the relevant laws and regulations in the
PRC. The income tax rate has been 25%. No income tax expense has been
provided by Shenzhen Changhua as it has incurred losses.
|
8.
|
CONCENTRATIONS
AND RISKS
|
During
2009 and 2008, 99% and 1% of the Company’s assets were located in the PRC and
the United States respectively.
|
9.
|
GOING
CONCERN
|
As
reflected in the accompanying consolidated financial statements, the Company has
an accumulated deficit of $1,619,245 as of October 31, 2009 that includes a net
loss of $558,432 for the year ended October 31, 2009. The Company’s
total current liabilities exceed its total current assets by $1,332,845 and the
Company used cash in operations of $490,481. These factors raise substantial
doubt about its ability to continue as a going concern. In view of
the matters described above, recoverability of a major portion of the recorded
asset amounts shown in the accompanying balance sheet is dependent upon
continued operations of the Company, which in turn is dependent upon the
Company’s ability to raise additional capital, obtain financing and succeed in
its future operations. The financial statements do not include any
adjustments relating to the recoverability and classification of recorded asset
amounts or amounts and classification of liabilities that might be necessary
should the Company be unable to continue as a going concern.
Management
has taken the following steps to revise its operating and financial
requirements, which it believes are sufficient to provide the Company with the
ability to continue as a going concern. The Company is actively
pursuing additional funding and strategic partners, which will enable the
Company to implement its business plan. Management believes that
these actions, if successful, will allow the Company to continue its operations
through the next fiscal year.
|
10.
|
SUBSEQUENT
EVENTS
|
Management
evaluated all activities of the Company through January 15, 2010 and
concluded that no subsequent events have occurred that would require recognition
in the consolidated financial statements.
F-15
On
December 16, 2008, we dismissed Malone & Bailey, PC as our independent
accountant. There have been no disagreements on accounting and
financial disclosures from the inception of our company through the date of this
Form 10-K.
On
December 16, 2008, we retained Jimmy C.H. Cheung & Co. as the new
independent accountant. There have been no disagreements on
accounting and financial disclosures from the inception of our company through
the date of this Form 10-K. Our financial statements for the period
from inception to October 31, 2009, included in this report have been audited by
Jimmy C.H. Cheung & Co., as set forth in this annual report.
Evaluation
of Disclosure Controls and Procedures
We
maintain “disclosure controls and procedures,” as such term is defined in Rule
13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that
are designed to ensure that information required to be disclosed in our Exchange
Act reports is recorded, processed, summarized and reported within the time
periods specified in the Securities and Exchange Commission rules and forms, and
that such information is accumulated and communicated to our management,
including our Chief Executive Officer and Chief Financial Officer, as
appropriate, to allow timely decisions regarding required
disclosure. We conducted an evaluation (the “Evaluation”), under the
supervision and with the participation of our Chief Executive Officer (“CEO”)
and Chief Financial Officer (“CFO”), of the effectiveness of the design and
operation of our disclosure controls and procedures (“Disclosure Controls”) as
of the end of the period covered by this report pursuant to Rule 13a-15 of the
Exchange Act. Based on this Evaluation, our CEO and CFO concluded
that our Disclosure Controls were effective as of the end of the period covered
by this report.
Changes
in Internal Controls
We have
also evaluated our internal controls for financial reporting, and there have
been no significant changes in our internal controls or in other factors that
could significantly affect those controls subsequent to the date of their last
evaluation.
Limitations
on the Effectiveness of Controls
Our
management, including our CEO and CFO, does not expect that our Disclosure
Controls and internal controls will prevent all errors and all fraud. A control
system, no matter how well conceived and operated, can provide only reasonable,
not absolute, assurance that the objectives of the control system are met.
Further, the design of a control system must reflect the fact that there are
resource constraints, and the benefits of controls must be considered relative
to their costs. Because of the inherent limitations in all control systems, no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been detected. These
inherent limitations include the realities that judgments in decision-making can
be faulty, and that breakdowns can occur because of a simple error or mistake.
Additionally, controls can be circumvented by the individual acts of some
persons, by collusion of two or more people, or by management or board override
of the control.
25
The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
CEO
and CFO Certifications
Appearing
immediately following the Signatures section of this report there are
Certifications of the CEO and the CFO. The Certifications are required in
accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (the Section 302
Certifications). This Item of this report, which you are currently reading is
the information concerning the Evaluation referred to in the Section 302
Certifications and this information should be read in conjunction with the
Section 302 Certifications for a more complete understanding of the topics
presented.
Management’s
Report on Internal Control over Financial Reporting
Our
management is responsible for establishing and maintaining adequate internal
control over financial reporting, as such term is defined in Exchange Act Rule
13a-15(f). The Company’s internal control over financial reporting is a process
designed to provide reasonable assurance to our management and board of
directors regarding the reliability of financial reporting and the preparation
of the financial statements for external purposes in accordance with accounting
principles generally accepted in the United States of America.
Our
internal control over financial reporting includes those policies and procedures
that (i) pertain to the maintenance of records that, in reasonable detail,
accurately and fairly reflect the transactions and dispositions of the assets of
the Company; (ii) provide reasonable assurance that transactions are recorded as
necessary to permit preparation of financial statements in accordance with
accounting principles generally accepted in the United States of America, and
that receipts and expenditures of the Company are being made only in accordance
with authorizations of management and directors of the Company; and (iii)
provide reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use, or disposition of the Company’s assets that could
have a material effect on the financial statements.
Because
of its inherent limitations, internal controls over financial reporting may not
prevent or detect misstatements. All internal control systems, no matter how
well designed, have inherent limitations, including the possibility of human
error and the circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable assurance
with respect to financial statement preparation. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may
deteriorate.
Our
management assessed the effectiveness of our internal control over financial
reporting as of October 31, 2009. In making this assessment, it used the
criteria set forth by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal
Control-Integrated Framework. Based on our assessment, we believe that,
as of October 31, 2009, the Company’s internal control over financial reporting
was effective based on those criteria.
This
annual report does not include an attestation report of our registered public
accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by
26
our
registered public accounting firm pursuant to temporary rules of the Securities
and Exchange Commission that permit us to provide only management’s report in
this annual report.
The
design of any system of controls also is based in part upon certain assumptions
about the likelihood of future events, and there can be no assurance that any
design will succeed in achieving its stated goals under all potential future
conditions; over time, controls may become inadequate because of changes in
conditions, or the degree of compliance with the policies or procedures may
deteriorate. Because of the inherent limitations in a cost-effective control
system, misstatements due to error or fraud may occur and not be
detected.
Officers
and Directors
Our
directors serve until his successor is elected and qualified. Each of our
officers is elected by the board of directors to a term of one (1) year and
serves until his or her successor is duly elected and qualified, or until he or
she is removed from office. The board of directors has no nominating,
auditing or compensation committees.
The name,
age and position of our officers and directors are set forth below:
|
Name
and Address
|
Age
|
Position(s)
|
|
Chi
Ming YU
|
36
|
President,
Director
|
|
WANG
Hui
|
40
|
Chief
Executive Officer, Director
|
|
Kai
GUI
|
40
|
Director,
Secretary, Chief Financial Officer
|
|
QUE
Yong
|
42
|
Director
|
The
person named above has held his offices/positions since inception of our company
and is expected to hold his offices/positions until the next annual meeting of
our stockholders.
Background
of our Officers and Directors
Chi Ming
YU, Director and President, is Director of Operations at Titan Holdings, Inc
where his main responsibilities are in Administration, Company Finance and
Investment, Marketing Research and Customer Relationship. From 2000 to 2003, Mr.
Yu worked as a sales manager at Fu Feng LLC. Mr. Yu studied Computer
Science at Rutgers University, New Jersey.
WANG Hui,
Director and Chief Executive Officer, started her career at Hainan Xinte
Pharmaceutical Ltd in China. She worked her way up from cashier to sales
representative and then to sales manager. She then worked as District Manager of
Southern China with Hainan Tianfeng Pharmaceutical Ltd, and as General Manager
with Hainan Yichen Pharmaceutical Ltd. She is now the General Manager of
Shenzhen Changhua. Ms Wang has skills and experience in R&A, marketing and
business development in Chinese medical industry.
Kai GUI,
Director, Secretary and Chief Financial Officer, worked as an Analyst Programmer
in the British media industry, and as IT Manager, Circulation Manager, and
Foreign Publishing Director at S.J.P. Ltd in London. Mr. Gui participated in
several business projects involving Chinese publicly listed
27
companies.
He is the Director of China Feed Industry Association Information Centre’s
European Office and Vice President of Titan. After graduating from the
University of Westminster in London, Mr. Gui took a Post-graduate course in
Financial Management at Middlesex University in London.
QUE Yong
, Director of Advanced BioMedical Technologies Inc., was in sales and marketing
with Hainan Xinteyao Pharmaceutical Ltd. from 1991 to 1995. He worked as sales
manager for Hainan Tianfeng Pharmaceutical Ltd from 1996 to 2001. He has been a
manager of Guangxi Changda Pharmaceutical Ltd since 2003.
Involvement
in Certain Legal Proceedings
Other
than as described in this section, to our knowledge, during the past five years,
no present or former director or executive officer of our company: (1) filed a
petition under the federal bankruptcy laws or any state insolvency law, nor had
a receiver, fiscal agent or similar officer appointed by a court for the
business or present of such a person, or any partnership in which he was a
general partner at or within two years before the time of such filing, or any
corporation or business association of which he was an executive officer within
two years before the time of such filing; (2) was convicted in a criminal
proceeding or named subject of a pending criminal proceeding (excluding traffic
violations and other minor offenses); (3) was the subject of any order, judgment
or decree, not subsequently reversed, suspended or vacated, of any court of
competent jurisdiction, permanently or temporarily enjoining him from or
otherwise limiting the following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated person of any
of the foregoing, or as an investment advisor, underwriter, broker or dealer in
securities, or as an affiliated person, director of any investment company, or
engaging in or continuing any conduct or practice in connection with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.
We have a
separately-designated audit committee of the board. Audit committee functions
are performed by our board of directors. None of our directors are deemed
independent. All directors also hold positions as our officers. Our audit
committee is responsible for: (1) selection and oversight of our independent
accountant; (2) establishing procedures for the receipt, retention and treatment
of complaints regarding accounting, internal controls and auditing matters; (3)
establishing procedures for the confidential, anonymous submission by our
employees of concerns regarding accounting and auditing matters; (4) engaging
outside advisors; and, (5) funding for the outside auditory and any outside
advisors engagement by the audit committee. A copy of our audit committee
charter is filed as an exhibit to this report.
28
Audit
Committee Financial Expert
None of
our directors or officers has the qualifications or experience to be considered
a financial expert. We believe the cost related to retaining a financial expert
at this time is prohibitive. Further, because of our limited operations, we
believe the services of a financial expert are not warranted.
Code
of Ethics
We have
adopted a corporate code of ethics. We believe our code of ethics is reasonably
designed to deter wrongdoing and promote honest and ethical conduct; provide
full, fair, accurate, timely and understandable disclosure in public reports;
comply with applicable laws; ensure prompt internal reporting of code
violations; and provide accountability for adherence to the code. A copy of the
code of ethics is filed as an exhibit to this report.
Disclosure
Committee and Charter
We have a
disclosure committee and disclosure committee charter. Our disclosure committee
is comprised of all of our officers and directors. The purpose of the committee
is to provide assistance to the Chief Executive Officer and the Chief Financial
Officer in fulfilling their responsibilities regarding the identification and
disclosure of material information about us and the accuracy, completeness and
timeliness of our financial reports. A copy of the disclosure committee charter
is filed as an exhibit to this report.
The
following table sets forth information with respect to compensation paid by us
to our sole officer from inception on September 12, 2006 through October 31,
2009.
|
Executive
Officer Compensation Table
|
||||||||
|
Fees
|
||||||||
|
Earned
|
Nonqualified
|
|||||||
|
or
|
Option |
Non-Equity
|
Deferred
|
|||||
|
Paid
in
|
Stock
|
Plan | Incentive |
Compensation
|
All
Other
|
|||
|
Cash
|
Awards | Awards |
Compensation
|
Earnings
|
Compensation
|
Total
|
||
|
Name
|
Year
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
WANG
Hui
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Chi
Ming YU
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Kai
GUI
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
QUE
Yong
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Andriy
Protskiv
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
29
The
following table sets forth information with respect to compensation paid by us
to our director during the last completed fiscal year. Our fiscal year end is
October 31.
|
Director
Compensation
|
||||||||
|
Fees
|
||||||||
|
Earned
|
Nonqualified
|
|||||||
|
or
|
Option |
Non-Equity
|
Deferred
|
|||||
|
Paid
in
|
Stock
|
Plan
|
Incentive |
Compensation
|
All
Other
|
|||
|
Cash
|
Awards | Awards |
Compensation
|
Earnings
|
Compensation
|
Total
|
||
|
Name
|
Year
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
(US$)
|
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
|
WANG
Hui
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Chi
Ming YU
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Kai
GUI
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
QUE
Yong
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
|
Andriy
Protskiv
|
2009
|
0
|
0
|
0
|
0
|
0
|
0
|
0
|
All
compensation received by our sole officer and director has been
disclosed.
There are
no stock option, retirement, pension, or profit sharing plans for the benefit of
our sole officer and director.
Long-Term
Incentive Plan Awards
We do not have any
long-term incentive plans that provide compensation intended to serve as
incentive for performance.
30
Indemnification
Under our
Bylaws, we may indemnify an officer or director who is made a party to any
proceeding, including a lawsuit, because of his position, if he acted in good
faith and in a manner he reasonably believed to be in our best interest. We may
advance expenses incurred in defending a proceeding. To the extent that the
officer or director is successful on the merits in a proceeding as to which he
is to be indemnified, we must indemnify him against all expenses incurred,
including attorney’s fees. With respect to a derivative action, indemnity may be
made only for expenses actually and reasonably incurred in defending the
proceeding, and if the officer or director is judged liable, only by a court
order. The indemnification is intended to be to the fullest extent permitted by
the laws of the State of Nevada.
Regarding
indemnification for liabilities arising under the Securities Act of 1933, which
may be permitted to directors or officers under Nevada law, we are informed
that, in the opinion of the Securities and Exchange Commission, indemnification
is against public policy, as expressed in the Act and is, therefore,
unenforceable.
The
following table sets forth, as of the date of this Annual Report on Form 10-K,
the total number of shares owned beneficially by each of our directors, officers
and key employees, individually and as a group, and the present owners of 5% or
more of our total outstanding shares. The stockholders listed below have direct
ownership of his/her shares and possess voting and dispositive power with
respect to the shares.
|
Name
of Beneficial
|
Amount
of Direct
|
Position
|
Percent
of
|
|||
|
Owner
|
Ownership
|
Class
|
||||
|
WANG
Hui
|
30,036,820
|
CEO
and Director
|
53.906%
|
|||
|
Chi
Ming YU
|
0
|
President,
Treasurer and Director
|
0
|
|||
|
Kai
GUI
|
0
|
Secretary
and Director
|
0
|
|||
|
QUE
Yong
|
0
|
Director
|
0
|
|||
|
All
Officers and Directors
|
30,036,820
|
|
53.906%
|
Future
Sales by Existing Stockholders
Kai GUI,
officer and director of Registrant owns five percent (5%) of the outstanding
capital stock of Titan, and YU Chi Fung, brother of Registrant’s president Chi
Ming YU, owns seventy percent (70%) of the outstanding capital stock of
Titan.
31
(1)
Audit Fees
The
aggregate fees billed for each of the last two fiscal years for professional
services rendered by the principal accountant for our audit of annual financial
statements and review of financial statements included in our Form 10-Qs or
services that are normally provided by the accountant in connection with
statutory and regulatory filings or engagements for those fiscal years
was:
|
2009
|
$27,500
|
Jimmy
C.H. Cheung & Co.
|
|
2008
|
$20,000
|
Jimmy
C.H. Cheung & Co.
|
(2)
Audit-Related Fees
There is
no fee billed in each of the last two fiscal years for assurance and related
services by the principal accountants that are reasonably related to the
performance of the audit or review of our financial statements and are not
reported in the preceding paragraph.
(3)
Tax Fees
There is
no fee billed in each of the last two fiscal years for professional services
rendered by the principal accountant for tax compliance, tax advice, and tax
planning.
(4)
All Other Fees
There is
no fee billed in each of the last two fiscal years for the products and services
provided by the principal accountant, other than the services reported in
paragraphs (1), (2), and (3).
(5) Our audit committee’s
pre-approval policies and procedures described in paragraph (c)(7)(i) of Rule
2-01 of Regulation S-X were that the audit committee pre-approve all accounting
related activities prior to the performance of any services by any accountant or
auditor.
(6) There is no hour expended
on the principal accountant’s engagement to audit our financial statements for
the most recent fiscal year that were attributed to work performed by persons
other than the principal accountant’s full time and permanent
employees.
32
|
|
Incorporated by reference | |||||||
|
Exhibit
Number
|
Filed
Document
Description herewith
|
|
Form
|
Date
|
|
|||
|
3.1
|
Articles
of Incorporation
|
SB-2
|
01-16-073.1
|
|||||
|
3.2
|
Bylaws
|
SB-2
|
01-16-073.2
|
|||||
|
4.1
|
Specimen
Stock Certificate
|
SB-2
|
01-16-074.1
|
|||||
|
14.1
|
Code
of Ethics
|
X
|
||||||
|
31.1
|
Certification
of Chief Executive Officer pursuant to 15d-15(e), promulgated under the
Securities and Exchange Act of 1934, as amended.
|
X
|
||||||
|
31.2
|
Certification
of Chief Financial Officer pursuant to 15d-15(e), promulgated under the
Securities and Exchange Act of 1934, as amended.
|
X
|
||||||
|
32.1
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Chief Executive
Officer)
|
X
|
||||||
|
|
|
|||||||
|
32.2
|
Certification
pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906
of the Sarbanes-Oxley Act of 2002 (Chief Financial
Officer)
|
X
|
||||||
|
|
|
|||||||
|
99.1
|
Audit
Committee Charter
|
X
|
||||||
|
99.2
|
Disclosure
Committee Charter
|
X
|
||||||
33
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned, thereunto duly authorized.
| ADVANCED BIOMEDICAL TECHNOLOGIES, INC. | ||
| BY: /s/ Chi Ming YU | ||
| Chi Ming YU, President and Director | ||
| BY: /s/ WANG Hui | ||
| WANG Hui, Director and Chief Executive Officer | ||
| BY: /s/ Kai GUI | ||
| Kai GUI, Director, Secretary and Chief Financial Officer | ||
|
Date: February
12, 2010
|
||
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
| ADVANCED BIOMEDICAL TECHNOLOGIES, INC. | ||
| BY: /s/ Chi Ming YU | ||
| Chi Ming YU, President and Director | ||
| BY: /s/ WANG Hui | ||
| WANG Hui, Director and Chief Executive Officer | ||
| BY: /s/ Kai GUI | ||
| Kai GUI, Director, Secretary and Chief Financial Officer | ||
34