Advanced Biomedical Technologies Inc. - Quarter Report: 2009 January (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
10-Q
[X]
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the quarter ended January 31, 2009
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OR
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[
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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)
Geostar
Mineral Corporation
(Former
name or former address, if changed since last report)
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 [
]
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 [ ] Accelerated
filer [ ]
Non-accelerated
filer [ ] 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 [ ]
No [X ]
As of
March 16, 2009, there are 5,561,400 shares of common stock
outstanding.
All
references in this Report on Form 10-Q to the terms “we”, “our”, “us”, the
“Company”, “ABMT” and the “Registrant” refer to Advanced BioMedical
Technologies, Inc.
ITEM 1. FINANCIAL
STATEMENTS
The accompanying condensed unaudited
financial statements of Advanced BioMedical Technologies, Inc., formerly known
as Geostar Mineral Corporation, a Nevada corporation are condensed
and, therefore, do not include all disclosures normally required by accounting
principles generally accepted in the United States of America. These
statements should be read
in conjunction with the Company's most recent annual financial statements for the year ended October
31, 2008 included in our
Annual Report on Form 10-K filed with the U.S. Securities and
Exchange Commission (“SEC”) on February 13, 2009. In the opinion of management, all
adjustments necessary for a fair presentation have been included in the
accompanying condensed financial statements and consist of only normal recurring
adjustments. The results of operations presented in the accompanying condensed financial statements
for the period ended
January 31,
2009 are not necessarily
indicative of the operating results that may be expected for the full year
ending October 31,
2009.
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC.
AND
SUBSIDIARIES
(fka Geostar Mineral
Corporation)
(A
DEVELOPMENT STAGE COMPANY)
CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS
AS OF
JANUARY 31, 2009
(UNAUDITED)
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC AND SUBSIDIARIES
(fka Geostar Mineral
Corporation)
(A
DEVELOPMENT STAGE COMPANY)
CONTENTS
Pages
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ADVANCED BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(fka Geostar Mineral Corporation)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
(fka Geostar Mineral Corporation)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED BALANCE SHEETS
ASSETS
January 31
2009 |
October 31
2009 |
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Unaudited
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Audited
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CURRENT ASSETS | |||||||
Cash and cash equivalents | $ | 64,754 | $ | 78,876 | |||
Other receivables and prepaid expenses | 14,179 | 8,161 | |||||
Total Current Assets | 78,933 | 87,037 | |||||
- | - | ||||||
PROPERTY AND EQUIPMENT, NET | 78,389 | 80,743 | |||||
- | |||||||
TOTAL ASSETS | $ | 157,322 | 167,780 | ||||
LIABILITIES AND STOCKHOLDERS' DEFICIT | |||||||
CURRENT LIABILITIES | |||||||
Other payables and accrued liabilities | $ | 47,348 | $ | 26,992 | |||
Due to a minority stockholder | 3,124 | 3,123 | |||||
Due to a stockholder | 174,460 | 85,156 | |||||
Due to a director | 251,798 | 251,713 | |||||
Due to a related company | 389,798 | 389,667 | |||||
Due to a related party | 193,995 | 161,553 | |||||
Total Current Liabilities | 1,060,523 | 918,204 | |||||
COMMITMENTS AND CONTINGENCIES | - | - | |||||
MINORITY INTEREST | - | - | |||||
STOCKHOLDERS' DEFICIT | |||||||
Common stock, $0.00001 par value, 100,000,000 shares | |||||||
authorized and 5,561,400 shares issued and outstanding | |||||||
as of January 31, 2009 and 5,051,000 shares issued and | |||||||
outstanding as of October 31, 2008 | 56 | 51 | |||||
Additional paid-in capital | 369,171 | 392,528 | |||||
Accumulated deficit during development stage | (1,190,002 | ) | (1,060,813 | ) | |||
Accumulated other comprehensive loss | (82,425 | ) | (82,190 | ) | |||
Total Stockholders' Deficit | (903,201 | ) | (750,424 | ) | |||
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT | $ | 157,322 | $ | 167,780 |
The accompanying notes are an integral part of these condensed
consolidated financial statements
F-1
ADVANCED BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(fka Geostar Mineral Corporation)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS (UNAUDITED)
(fka Geostar Mineral Corporation)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
AND COMPREHENSIVE LOSS (UNAUDITED)
Three
months ended
January 31, |
September 25, 2002 (inception) through |
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2009
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2008
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January 31, 2009 | |||||||||
OPERATING EXPENSES | |||||||||||
General and administrative expenses | $ | 107,411 | $ | 21,876 | $ | 953,626 | |||||
Depreciation | 8,552 | 12,565 | 213,975 | ||||||||
Research and development (Net of | |||||||||||
government grant) | - | 733 | 97,034 | ||||||||
Total Operating Expenses | 115,963 | 35,174 | 1,264,635 | ||||||||
LOSS FROM OPERATIONS | (115,963 | ) | (35,174 | ) | (1,264,635 | ) | |||||
OTHER INCOME (EXPENSES) | |||||||||||
Other income | - | - | 1,961 | ||||||||
Interest income | 39 | 166 | 1,441 | ||||||||
Interest paid to a stockholder | |||||||||||
and related party | (5,117 | ) | - | (10,670 | ) | ||||||
Imputed interest | (8,056 | ) | (7,384 | ) | (125,128 | ) | |||||
Other expenses | (92 | ) | (21 | ) | (10,176 | ) | |||||
Total Other Expenses, net | (13,226 | ) | (7,239 | ) | (142,572 | ) | |||||
NET LOSS BEFORE TAXES AND | |||||||||||
MINORITY INTERESTS | (129,189 | ) | (42,413 | ) | (1,407,207 | ) | |||||
INCOME TAX EXPENSE | - | - | - | ||||||||
MINORITY INTEREST | - | - | 217,205 | ||||||||
NET LOSS | (129,189 | ) | (42,413 | ) | (1,190,002 | ) | |||||
OTHER COMPREHENSIVE LOSS | |||||||||||
Foreign currency translation loss | (235 | ) | (35,833 | ) | (82,425 | ) | |||||
COMPREHENSIVE LOSS | $ | (129,424 | ) | $ | (78,246 | ) | $ | (1,272,427 | ) | ||
Net loss per share-basic and diluted | $ | (0.00 | ) | $ | (0.00 | ) | |||||
Weighted average number of shares | |||||||||||
outstanding during the period | |||||||||||
- basic and diluted | 52,211,330 | 50,510,000 |
The accompanying notes are an integral part of these condensed
consolidated financial statements
F-2
ADVANCED BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
(fka Geostar Mineral Corporation)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(fka Geostar Mineral Corporation)
(A DEVELOPMENT STAGE COMPANY)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three
months ended
January 31, |
September 25, 2002 (inception) through |
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2009
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2008
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January 31, 2009 | |||||||||
(unaudited)
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(unaudited)
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(unaudited)
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CASH FLOWS FROM OPERATING ACTIVITIES | |||||||||||
Net loss | $ | (129,189 | ) | $ | (42,413 | ) | $ | (1,190,002 | ) | ||
Adjustments to reconcile net loss to cash | |||||||||||
used in operating activities: | |||||||||||
Depreciation | 8,552 | 12,565 | 213,975 | ||||||||
Minority interest | - | - | (217,205 | ) | |||||||
Imputed interest on advances from a stockholder, a director | |||||||||||
Imputed interest on advances from a stockholder, a director and a related party | 8,056 | 7,384 | 125,128 | ||||||||
Changes in operating assets and liabilities | |||||||||||
(Increase) decrease in: | |||||||||||
Other receivables and prepaid expenses | (6,011 | ) | (1,065 | ) | (14,179 | ) | |||||
Increase (decrease) in: | |||||||||||
Other payables and accrued liabilities | 20,331 | (1,000 | ) | 47,348 | |||||||
Net cash used in operating activities | (98,261 | ) | (24,529 | ) | (1,034,935 | ) | |||||
CASH FLOWS FROM INVESTING ACTIVITIES | |||||||||||
Purchase of property and equipment | (6,146 | ) | (2,560 | ) | (292,364 | ) | |||||
Due from a stockholder | - | 231 | - | ||||||||
Net cash used in investing activities | (6,146 | ) | (2,329 | ) | (292,364 | ) | |||||
CASH FLOWS FROM FINANCING ACTIVITIES | |||||||||||
Stock issued to founders | - | - | 51 | ||||||||
Contribution by stockholders | - | - | 492,661 | ||||||||
Distributed to stockholders | (31,409 | ) | - | (31,409 | ) | ||||||
Due to a minority stockholder | - | - | 3,124 | ||||||||
Due to a stockholder | 89,216 | 95 | 174,460 | ||||||||
Due to a director | (80 | ) | 5,261 | 251,798 | |||||||
Due to a related company | (125 | ) | 34,472 | 389,798 | |||||||
Due to a related party | 32,324 | (1,415 | ) | 193,995 | |||||||
Net cash provided by financing activities | 89,926 | 38,413 | 1,474,478 | ||||||||
EFFECT ON EXCHANGE RATES ON CASH | 359 | (8,779 | ) | (82,425 | ) | ||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS | (14,122 | ) | 2,776 | 64,754 | |||||||
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD | 78,876 | 41,202 | - | ||||||||
CASH AND CASH EQUIVALENTS AT END OF PERIOD | $ | 64,754 | $ | 43,978 | $ | 64,754 |
SUPPLEMENTAL
DISCLOSURE OF NON-CASH FINANCING ACTIVITIES
On December 31, 2008, the Company issued 510,400 shares of common stock
for recapitalization.
The accompanying notes are an integral part of these condensed
consolidated financial statements
F-3
ADVANCED
BIOMEDICAL TECHNOLOGIES, INC AND SUBSIDIARIES
(fka Geostar Mineral
Corporation)
(A
DEVELOPMENT STAGE COMPANY)
NOTES TO
THE CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
(UNAUDITED)
NOTE
1 BASIS OF
PRESENTATION
The accompanying unaudited condensed
consolidated financial statements have been prepared in accordance with
accounting principles generally accepted in the United States of America for interim financial
information. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements.
In the opinion of management, the
unaudited condensed
consolidated financial statements contain all adjustments consisting only of
normal recurring accruals considered necessary to present fairly the Company's
financial position at January 31, 2009, the consolidated results of operations
and consolidated statements of cash flows for the three
months ended January 31, 2009 and 2008 and for the period from September 25,
2002 (inception) to January
31, 2009. The consolidated
results for the three months ended January 31, 2009 are not necessarily
indicative of the results
to be expected for the entire fiscal year ending October 31, 2009. These
consolidated financial statement should be read in conjunction with the
consolidated financial statements and notes for the period ended October 31, 2008 appearing in the Company's annual report on Form 10-K as
filed with the Securities and Exchange Commission.
NOTE
2 ORGANIZATION
Advanced BioMedical Technologies, Inc.
(fka “Geostar Mineral
Corporation” or
”Geostar”) (“ABMT”) was incorporated in Nevada on
September 12, 2006.
Shenzhen Changhua Biomedicine
Engineering Company Limited (“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 Statement of Financial Accounting Standard
(“SFAS”) No. 7, “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.
F-4
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 three months ended January 31, 2009 and
2008 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 Geostar’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.
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.
Accordingly, these financial statements include
the following:
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(1)
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The
balance sheet consisting of the net assets of the acquirer at historical
cost and the net assets of the acquiree at historical
cost.
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(2)
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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.
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ABMT, Masterise and Shenzhen Changhua are
hereinafter referred to as (“the Company”)
NOTE
3 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 minority
interests represent the minority stockholders’ 30% proportionate share of the
results of Shenzhen
Changhua.
All significant inter-company balances
and transactions have been eliminated in consolidation.
NOTE
4 RELATED PARTY
TRANSACTIONS
F-5
As of
January 31, 2009, the Company owed $174,460 to a stockholder which is unsecured
and repayable on demand. Interest is charged at 7% per annum on the amount
owed.
As of
January 31, 2009, the Company owed $193,995 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 three months ended January 31, 2009 and 2008 and for the period from
September 25, 2002 (inception) through January 31, 2009 are $5,117, $0 and
$10,670 respectively.
As of
January 31, 2009, the Company owed a minority stockholder $3,124 which is
unsecured, interest free and repayable on demand.
As of
January 31, 2009, the Company owed $251,798 to a director for advances made on
an unsecured basis, repayable on demand and interest free.
As of
January 31, 2009, the Company owed $389,798 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 a minority
stockholder, a director, and related company is $8,056, $7,384 and $125,128 for
the three months ended January 31, 2009 and 2008 and for the period from
September 25, 2002 (inception) through January 31, 2009
respectively.
NOTE 5
COMMON STOCK
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.
NOTE
6 RECENT ACCOUNTING
PRONOUNCEMENTS
In December 2007, the Financial Accounting
Standards Board (FASB) issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and
requirements for how an acquirer recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, any
non-controlling interest in the acquiree and the goodwill acquired.
SFAS 141R also establishes disclosure requirements to enable the evaluation of
the nature and financial effects of the business combination. This statement
is
F-6
effective for use beginning January 1,
2009. The Company
does not expect adoption of SFAS 141R will have a material impact on its financial position and results of
operations.
In December 2007, the FASB issued SFAS
No. 160, “Non-controlling
Interests in Consolidated Financial Statements – an amendment of ARB
No.
51” (“SFAS 160”). This statement improves the relevance,
comparability, and transparency of the financial information that a reporting
entity provides in its consolidated financial statements by establishing
accounting and reporting standards that require the ownership interests in
subsidiaries held by parties other than the parent and the amount of
consolidated net income attributable to the parent and to the non-controlling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a
parent’s ownership interest while the parent
retains its controlling financial interest in its subsidiary be accounted for
consistently, when a subsidiary is deconsolidated, any retained non-controlling
equity investment in the former subsidiary be initially
measured at fair value, entities provide sufficient disclosures that clearly
identify and distinguish between the interests of the parent and the interests
of the non-controlling owners. SFAS 160 affects those entities
that have an outstanding non-controlling
interest in one or more subsidiaries or that deconsolidate a
subsidiary. SFAS 160 is effective for fiscal years, and interim
periods within those fiscal years, beginning on or after December 15, 2008.
Early adoption is prohibited. The Company does not expect adoption of SFAS 160 will have a material effect on its financial position and results of
operations.
In March 2008, the FASB issued SFAS
No. 161, “Disclosures about Derivative Instruments
and Hedging Activities, an
amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to
improve transparency in financial reporting by requiring enhanced disclosures of
an entity’s derivative instruments and hedging
activities and their effects on the entity’s financial position, financial
performance, and cash flows. SFAS 161 applies to all derivative
instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities”
(SFAS 133) as well as related hedged items, bifurcated derivatives, and non-derivative
instruments that are designated and qualify as hedging instruments. Entities
with instruments subject to SFAS 161 must provide more robust qualitative
disclosures and expanded quantitative disclosures. SFAS 161 is
effective prospectively for financial statements
issued for fiscal years and interim periods beginning after November 15,
2008, with early application permitted. The Company does not expect adoption of SFAS 161 will have a material effect on its financial position and results of
operations.
In May 2008, the FASB released SFAS
No. 162, “The Hierarchy of
Generally Accepted Accounting Principles.” SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of
financial statements of non-governmental entities that presented in
conformity with generally accepted accounting principles in the United States of
America. SFAS No. 162 will be effective 60 days following the SEC’s approval of the PCAOB amendments to AU Section 411, The Meaning of
Present Fairly in Conformity With Generally Accepted Accounting
Principles. The Company does not expect adoption of SFAS 162 will have a material effect on its financial
position and results of operations.
In May 2008, the FASB issued SFAS No. 163,
“Accounting for
Financial Guarantee Insurance Contracts, an interpretation of FASB Statement No.
60.” The scope of this
Statement is limited to financial guarantee insurance (and reinsurance)
contracts, as described in this Statement, issued by enterprises
included within the scope of Statement 60. Accordingly, this Statement does not
apply to financial guarantee contracts issued by enterprises excluded from the
scope of Statement 60 or to some insurance contracts that seem similar to financial guarantee
insurance contracts issued by insurance enterprises (such as mortgage guaranty
insurance or credit insurance on trade receivables). This Statement also does
not apply to financial guarantee insurance
F-7
contracts that are derivative instruments included within
the scope of FASB Statement No. 133, “Accounting for Derivative Instruments
and Hedging Activities.”
The Company does not expect
adoption of SFAS 163 will have a material effect on its financial position and results
of
operations.
In October 2008, FASB issued FSP FAS
157-3, “Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not
Active”, to clarify guidance on determining the
fair value of a financial asset under SFAS No. 157 in a market that is not active. FSP FAS 157-3 was
effective upon issuance, including prior periods for which financial statements
had not been issued. The adoption of this statement effective September 30, 2008
did not have a material impact on the Company’s financial position or results of
operations.
In November 2008, the Emerging Issues
Task Force issued EITF No. 08 – 7, “Accounting for Defensive Intangible
Assets” (“EITF 08 -7”) that clarifies accounting for
defensive intangible assets subsequent to initial measurement. EITF 08 – 7 applies to acquired intangible assets
which an entity has no intention of actively using, or intends to discontinue
use of, the intangible asset but holds it (locks up) to prevent others from
obtaining access to it (i.e., a defensive intangible asset). Under EITF 08
– 7, the Task Force reached a consensus
that an acquired defensive asset should be accounted for as a separate unit of
accounting (i.e., an asset separate from other assets of the acquirer); and the
useful life assigned to an acquired defensive asset should be
based on the period during which the asset would diminish in value. ETIF 08
– 7 is effective for defensive intangible
assets acquired in fiscal years beginning on or after December 15, 2008. The
Company does not believe EITF 08 - 7 will have a significant
impact on the Company’s consolidated financial
statements.
NOTE
7 GOING CONCERN
As
reflected in the accompanying unaudited condensed financial statements, the
Company has an accumulated deficit of $1,190,002 at January 31, 2009 that
includes a net loss of $129,189 for the three months ended January 31,
2009. The Company’s total current liabilities exceed its total
current assets by $981,590 and the Company used cash in operations of $98,261.
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 condensed
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 as successful will allow the Company to continue its operations
through the next fiscal year.
F-8
NOTE
8 SUBSEQUENT EVENTS
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i.
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On
March 13, 2009, the former Geostar Mineral Corporation changed its name to
Advanced BioMedical Technologies,
Inc.
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ii.
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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 have been
adjusted to reflect the aforementioned stock
dividend.
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F-9
ITEM 2. MANAGEMENT’S
DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
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 Quarterly Report on Form 10-Q. 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 Quarterly Report as well as under the
section entitled “Risk Factors” and elsewhere in the Company’s most recent
Annual Report on Form 10-K filed on February 13, 2009.
The Company is subject to a number of
risks similar to other companies in the medical device industry. These risks
include but are not limited
to 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
Quarterly Report on Form 10-Q 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.
|
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 Screw is currently being
tested in human trials under permit from China’s State Food and Drug
Administration (“SFDA”). As of January 31, 2009, the Company
completed 49 success trial cases. We anticipate that the final 11
cases will be completed by the end of the second fiscal quarter of
2009. Upon the completion of these trials, the Company will apply for
the China’s SFDA’s final approval.
Process
of Human Trials
As of
January 31, 2009, for medical study and comparison purpose, the company has
completed a total of 61 successful clinical human trial cases, including 49
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, also specified an applicant must specify the position on
the body where the clinical trial will be carried on. For these reasons, only 49
cases on the ankle fracture are statistically included by the SFDA as final
successful clinical trial cases. 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. Therefore, the company needs to
complete the remaining 11 cases in order to meet the SFDA requirements.
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 by the third fiscal quarter of 2009, we will have
completed all clinical trial cases and can file immediately for the SFDA final
approval. Furthermore, we can foresee that following the SFDA final
approval, the company will be in revenue as early as January of 2010. The
company is looking forward to starting the application process for the PA Biding
Ties with the SFDA by the end of 2009 with sufficient funding in
place.
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.
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 the Company for the period from January 25, 2002 (Shenzhen
Changhua’s date of inception) to January 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 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 capacity, is capable of generating approximately USD
$27,000,000 in annual revenue.
Estimate
current production lines in full capacity
|
|||||
Output
Quantity (Max.)
|
Price
at ex-factory (U$)
|
Total
Turnover (U$)
|
|||
PA
Screw
|
100,000
|
(piece)
|
150
|
15,000,000
|
|
PA
Binding Wire
|
240,000
|
(pack)
|
50
|
12,000,000
|
|
Total:
|
27,000,000
|
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 manufacturing
sales.
Marketing
and Sales Goals:
1)
|
First
quarter of 2010: $1,579,500 USD in revenues; Distribution of
our product in approximately 32 hospitals immediately following SFDA
approval.
|
2)
|
Second
quarter 2010: $2,754,000 USD revenues; Distribution of our
product in approximately 56 hospitals.
|
3)
|
Third
quarter 2010: $5,062,500 USD revenues; Distribution of our
product in approximately 105 hospitals.
|
4)
|
Fourth
quarter 2010: $9,720,000 USD revenues; Distribution of our
product in approximately 210
hospitals.
|
In
general, we estimate that the Company will distribute product to a total of 210
hospitals and generate total revenues of USD $19,116,000 in the year
2010. 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.
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 years for clinical
trials.
|
Number
of Hospitals in China in year 2007
|
|||||||
Statistic
and Census report by Ministry of Health of People's Republic of
China.
|
|||||||
Total
|
Non-Profit
|
Profit
|
Government
|
Society
|
Private
|
||
Hospitals
|
19852
|
15759
|
4019
|
9832
|
6446
|
3574
|
|
General
Hospital
|
13372
|
11062
|
2269
|
5854
|
5460
|
2058
|
|
TCM
Hospital
|
2720
|
2404
|
314
|
2257
|
171
|
292
|
|
TCM-WM
Hospital
|
245
|
137
|
106
|
98
|
58
|
89
|
|
Minority
Hospital
|
200
|
184
|
16
|
180
|
6
|
14
|
|
Specialist
Hospital
|
3282
|
1951
|
1302
|
1432
|
738
|
1112
|
|
Nursing
Hospital
|
33
|
21
|
12
|
11
|
13
|
9
|
|
TCM
Hospital: Traditional Chinese Medicine Hospital
|
|||||||
WM
Hospital: Western Medicine Hospital
|
|||||||
Minority
Hospital: The hospitals located in Autonomous Region (Province)
in China
|
By the
end of 2010, we anticipate that there will be over 210 hospitals carrying our
products. Thereafter, we predict an increase of 50% - 75%
annually. By the year 2015 we estimate over 1500 hospitals
participating. Based on the sales figures for a single product (PA
Screw), the Company’s projected annual revenues would be USD
$270,000,000.
Potential
Revenue in year 2015 (Estimated) :
|
PA
Screw
|
Hospitals
|
1500
|
Monthly
consumption:
|
100
|
Month
|
12
|
Sales
price:
|
US$150.00
|
Total
National Market Size:
|
US$270,000,000
|
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.
Research and
Development
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
January 31, 2009, a stockholder and a related party had loaned a total of
$368,455 to the Company as unsecured loans repayable on demand and interest is
charged at 7% per annum on the amount due. Total interest expenses on advances
from a stockholder and a related party accrued for the three months ended
January 31, 2009 and 2008 and for the period from September 25, 2002 (inception)
through January 31, 2009 are $5,117, $0 and $10,670, respectively. As of January
31, 2009, a director and a related company had loaned a total of $641,596 to the
Company as an unsecured loan repayable on demand and imputed interest is
computed at 5% per annum on the amount due. Total imputed interest expenses
recorded as additional paid-in capital amounted to $8,056, $7,384 and $125,128
for the three months ended January 31, 2009 and 2008 and for the period from
January 25, 2002 (inception) through January 31, 2009,
respectively.
Net Loss
The net
loss for the three months ended January 31, 2009 and 2008 and for the period
from September 25, 2002 (inception) through January 31, 2009 are $129,189,
$42,413 and $1,190,002 respectively. 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 January 31, 2009 but have to incur operating
expenses for the upkeep of the Company and the clinical trials.
Liquidity
and Capital Resources
As of
January 31, 2009, a stockholder and a related party had loaned a total of
$368,455 to the Company as unsecured loans repayable on demand and interest is
computed at 7% per annum on the amount due. As of January 31, 2009, a director
and a related company had loaned a total of $641,596 to the Company as an
unsecured loan repayable on demand and imputed interest is computed at 5% per
annum on the amount due. Total imputed interest expenses recorded as additional
paid-in capital amounted to $8,056, $7,384 and $125,128 for the three months
ended January 31, 2009 and 2008 and for the period from September 25, 2002
(inception) through January 31, 2009, respectively.
We had a
working capital deficit of $981,590 as of
January 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 $98,261 in the three months ended January
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 $6,146 net cash used in investing activities in the three months ended
January 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 three months ended January 31, 2009 was
$89,926, 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 January 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.
We intend
to spend more to support the commercialization of current products and on
research and development activities, including new products development,
regulatory and compliance, clinical studies, and the enhancement and protection
of our intellectual property portfolio.
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.
|
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 are as
follows:
Plant and
machinery 5
Years
Motor
vehicles 5
Years
Office
equipment
5
Years
Office
Improvement 5
Years
|
2.
|
Long-lived
assets
|
In
accordance with SFAS No. 144, “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
|
SFAS No.
107, "Disclosure About Fair Value of Financial Instruments," requires certain
disclosures regarding the fair value of financial instruments. The carrying
amounts of other receivables, prepaid expenses, amounts 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 SFAS No. 109, “Accounting for Income
Taxes”. Under SFAS No. 109, 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 SFAS No. 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that
includes 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 subsidiaries 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 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 December 2007, the Financial Accounting
Standards Board (FASB) issued SFAS No. 141 (revised 2007), “Business Combinations” (“SFAS 141R”). SFAS 141R establishes principles and requirements for
how an acquirer recognizes and measures in its financial statements the
identifiable assets acquired, the liabilities assumed, any non-controlling interest in the acquiree and
the goodwill acquired. SFAS 141R also establishes disclosure requirements to
enable the evaluation of the nature and financial effects of the business
combination. This statement is effective for use beginning January 1, 2009. The Company does not expect adoption of SFAS 141R will have a material impact on its financial position and results of
operations.
In December 2007, the FASB issued SFAS
No. 160, “Non-controlling
Interests in Consolidated Financial Statements – an amendment of ARB
No. 51” (“SFAS 160”). This statement improves the
relevance, comparability,
and transparency of the financial information that a reporting entity provides
in its consolidated financial statements by establishing accounting and
reporting standards that require the ownership interests in subsidiaries held by
parties other than the parent and the amount
of consolidated net income attributable to the parent and to the non-controlling
interest be clearly identified and presented on the face of the consolidated
statement of income, changes in a parent’s ownership interest while the parent retains its
controlling financial interest in its subsidiary be accounted for consistently,
when a subsidiary is deconsolidated, any retained non-controlling equity
investment in the former subsidiary be initially measured at fair
value, entities provide sufficient
disclosures that clearly identify and distinguish between the
interests
of the parent and the interests of the
non-controlling owners. SFAS 160 affects those entities that have an
outstanding non-controlling interest in one or more subsidiaries or that
deconsolidate a subsidiary. SFAS 160 is effective for fiscal years,
and interim periods within those fiscal years, beginning on or
after December 15, 2008. Early adoption is prohibited. The Company does not expect adoption of SFAS 160 will have a material effect on its financial position and results of
operations.
In March 2008, the FASB issued SFAS
No. 161, “Disclosures about Derivative Instruments
and Hedging Activities, an amendment of FASB Statement No. 133” (SFAS 161). This statement is intended to improve
transparency in financial reporting by requiring enhanced disclosures of an
entity’s derivative instruments and hedging
activities and their effects on the entity’s financial position, financial
performance, and cash flows. SFAS 161 applies to all
derivative instruments within the scope of SFAS 133, “Accounting for Derivative Instruments
and Hedging Activities”
(SFAS 133) as well as related hedged items, bifurcated derivatives, and
non-derivative instruments that are designated and qualify as hedging
instruments. Entities with instruments subject to SFAS 161 must provide more
robust qualitative disclosures and expanded quantitative
disclosures. SFAS 161 is effective prospectively for financial
statements issued for fiscal years and interim periods beginning
after November 15,
2008, with early
application permitted. The Company does not expect adoption of SFAS 161 will have a material effect on its financial position and results of
operations.
In May 2008, the FASB
released SFAS No. 162,
“The Hierarchy of
Generally Accepted Accounting Principles.” SFAS No. 162 identifies the
sources of accounting principles and the framework for selecting the principles
used in the preparation of financial statements of non-governmental entities that presented in conformity
with generally accepted accounting principles in the United States of America. SFAS No. 162 will be effective 60 days
following the SEC’s approval of the PCAOB amendments to AU
Section 411, The Meaning of
Present Fairly in Conformity
With Generally Accepted Accounting Principles. The Company does not expect adoption of SFAS 162 will have a material effect on its financial
position and results of operations.
In May 2008, the FASB issued SFAS No.
163, “Accounting for
Financial Guarantee
Insurance Contracts, an interpretation of FASB Statement No. 60.” The scope of this Statement is limited
to financial guarantee insurance (and reinsurance) contracts, as described in
this Statement, issued by enterprises included within the scope of Statement 60. Accordingly,
this Statement does not apply to financial guarantee contracts issued by
enterprises excluded from the scope of Statement 60 or to some insurance
contracts that seem similar to financial guarantee insurance contracts issued by insurance enterprises (such
as mortgage guaranty insurance or credit insurance on trade receivables). This
Statement also does not apply to financial guarantee insurance contracts that
are derivative instruments included within the scope of FASB Statement No. 133, “Accounting for Derivative Instruments
and Hedging Activities.”
The Company does not expect
adoption of SFAS 163 will have a material effect on its financial position and results of
operations.
In October 2008, FASB issued FSP FAS
157-3, “Determining the Fair
Value of a Financial Asset When the Market for That Asset Is Not
Active”, to clarify guidance on determining the
fair value of a financial asset under SFAS No. 157 in a market that is not active. FSP FAS
157-3 was effective upon issuance, including prior periods for
which financial statements had not been issued. The adoption of this statement
effective January
30, 2008 did not have a material impact on
the Company’s financial position or results of
operations.
In November 2008, the Emerging Issues Task Force issued
EITF No. 08 – 7, “Accounting for Defensive Intangible
Assets” (“EITF 08 -7”) that clarifies accounting for
defensive intangible assets subsequent to initial
measurement. EITF 08 – 7 applies to acquired intangible
assets which an entity has
no intention of actively using, or intends to discontinue use of, the intangible
asset but holds it (locks up) to prevent others from obtaining access to it
(i.e., a defensive intangible asset). Under EITF 08 – 7, the Task Force reached a consensus that an acquired
defensive asset should be accounted for as a separate unit of accounting (i.e.,
an asset separate from other assets of the acquirer); and the useful life
assigned to an acquired defensive asset should be based on the period during which the asset would diminish
in value. ETIF 08 – 7 is effective for defensive intangible
assets acquired in fiscal years beginning on or after December 15, 2008. The Company does not believe EITF 08 -
7 will have a significant impact on the Company’s consolidated financial
statements
ITEM 3. QUANTITATIVE AND
QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We are a smaller reporting company as
defined by Rule 12b-2 of the Exchange Act and are not required to provide the
information required under this item.
ITEM 4.
CONTROLS AND PROCEDURES
Evaluation
of Disclosure Controls and Procedures
Under the supervision and with the
participation of our management, including our principal executive officer and
principal financial officer, we have conducted an evaluation of the effectiveness of the
design and operation of our disclosure controls and procedures, as defined in
Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as
of the end of the period covered by this report. Based on this evaluation, our principal executive
officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material
information required to be included in our Securities and Exchange Commission reports is recorded,
processed, summarized and reported within the time periods specified in SEC
rules and forms relating to our company, particularly during the period when
this report was being prepared.
Additionally, there were no
significant changes in our
internal controls or in other factors that could significantly affect these
controls subsequent to the evaluation date. We have not identified any
significant deficiencies or material weaknesses in our internal controls, and
therefore there were no corrective actions
taken.
PART II – OTHER INFORMATION
ITEM 1. LEGAL
PROCEEDINGS
Currently we are not involved in any
pending litigation or legal proceeding.
ITEM
1A. RISK FACTORS
We are a
smaller reporting company as defined by Rule 12b-2 of the Securities Exchange
Act of 1934 and are not required to provide the information under this
item.
ITEM
2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
On
December 31, 2008, the Company entered into a share exchange agreement (“Share
Exchange Agreement”) under which the Company issued 50,000 shares of its common
stock, par value $0.00001, to Titan Technology Development, Ltd (“Titan”), a
company organized under the laws of Hong Kong, and Ms. WANG, Hui, an individual,
Titan and Ms. WANG, Hui being the sole stockholders of Masterise in exchange for
100% of the issued and outstanding shares of common stock of Masterise. 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.
The physical transfer of
certificates is currently in process and will be completed as soon as
practicable. Shenzhen Changhua is duly organized, validly existing and in good
standing under the laws of the PRC.
Masterise
is a company organized under the laws of British Virgin Islands and has its
principal place of business in the PRC. The 50,000 shares of common stock that
the company issued to Masterise are “restricted shares” which have not been
registered with the SEC and the resale of which must be made in accordance with
Regulation S, Rule 144, and the registration requirements of the Securities Act
of 1933 or an available exemption.
ITEM
3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSIONS OF MATTERS TO A
VOTE OF SECURITY HOLDERS
On
December 31, 2008, the holders of a majority of our outstanding shares of common
stock approved the following actions:
The
election of Ms. WANG, Hui as Chairman of the Board of Directors, and the
election of Mr. QUE Yong to the Board of Directors, to serve until their
successors shall be elected and qualified on the earlier of their death,
resignation or removal in the manner provided for in the Company’s
by-laws;
The
execution of a share exchange agreement whereby the Company issued 50,000 new
shares of the Company’s common stock to Titan and Ms. WANG, in exchange for
50,000 shares of Masteries, said 50,000 shares of Masteries being 100% of the
outstanding capital stock of Masterise.
The sale
by Mr. Chi Ming YU of 5,001,000 restricted common shares of Registrant resulting
in a change in control of Registrant.
ITEM
5. OTHER INFORMATION
On March
13, 2009, NASDAQ OMX announced the Company’s name change to Advanced BioMedical
Technologies, Inc. The Company’s new ticker symbol is
ABMT.
Also on
March 13, 2009, the Company affected a 10:1 Forward Split of the Company’s
common stock, par value $0.00001 per share. The Forward Split was
affected as a stock dividend whereby each
stockholder
of record on February 17, 2009 will be issued nine additional shares of the
Company’s common stock for each one share of the Company’s common stock held by
such stockholder.
ITEM
6. EXHIBITS
The
following documents are filed as a part of this report or are incorporated by
reference to previous filings, if so indicated:
Exhibit No.
|
Description
|
3.1
|
Articles
of Incorporation (1)
|
3.2
|
Bylaws
(1)
|
31.1
|
Section
302 Certification of Chief Executive Officer*
|
31.2
|
Section
302 Certification of Chief Financial Officer *
|
32.1
|
Section
906 Certification of Chief Executive Officer *
|
32.2
|
Section
906 Certification of Chief Financial Officer
*
|
*filed
herewith
(1)
Incorporated by reference to the Form SB-2 registration statement filed on
January 16, 2007.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
March 16, 2009
By:
|
||
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
|