Advanced Biomedical Technologies Inc. - Quarter Report: 2010 January (Form 10-Q)

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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, 2010, the consolidated results of operations for the three months ended January 31, 2010 and 2009 and for the period from September 25, 2002 (inception) to January 31, 2010 and consolidated statements of cash flows for the three months ended  January 31, 2010 and 2009 and for the period from September 25, 2002 (inception) to January 31, 2010. The consolidated results for the three months ended January 31, 2010 are not necessarily indicative of the results to be expected for the entire fiscal year ending October 31, 2010. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes for the year ended October 31, 2009 appearing in the Company’s annual report on Form 10-K as filed with the Securities and Exchange Commission on February 12,  2010.
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 May 31, 2007 as an investment holding company and was then owned as to 63% by the spouse of Shenzhen Changhua’s 70% majority stockholder at the time 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 were 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, 2010 and 2009 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 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 70% majority stockholder of Masterise became a 80.7% stockholder of ABMT.
	The merger of ABMT and Masterise was 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:
	(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”)
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 noncontrolling interests represent the noncontrolling 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
	As of January 31, 2010, the Company owed $342,131 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, 2010, the Company owed a total of $500,720 to two related parties which are unsecured and repayable on demand. Interests are charged at 7% per annum on the amount owed.
	Total interest expenses on advances from a stockholder and the related parties accrued for the three months ended January 31, 2010 and 2009 and for the period from September 25, 2002 (inception) through January 31, 2010 are $12,831, $5,117and $53,954 respectively.
	As of January 31, 2010, the Company owed $202,407 to three directors for advances made on an unsecured basis, repayable on demand and interest free.
	As of January 31, 2010, the Company owed $390,528 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 $7,388, $8,056 and $156,116 for the three months ended January 31, 2010 and 2009 and for the period from September 25, 2002 (inception) through January 31, 2010 respectively.

NOTE 5	STOCKHOLDERS’ EQUITY
	(A) Changes in equity
	The following table summarizes the changes in equity for the three months ended January 31, 2010:

		ABMT Common
		Stockholders’				Noncontrolling				Total
		Equity				Interests				Equity
Balance at October 31, 2009		$	(1,262,757	)		$	-			$	(1,262,757	)
Deferred stock compensation			38,125								38,125
Stock issue for placement			35,000				-				35,000
Additional paid-in capital			7,388				-				7,388
Net loss for the period			(174,391	)			-				(174,391	)
Other comprehensive gain			44				-				44
Balance at January 31, 2010		$	(1,356,591	)		$	-			$	(1,356,591	)

	(B) Common stock
	On December 19, 2009, the Company issued 23,334 shares of common stock at $1.50 for cash in a private placement.
NOTE 6	RECENT ACCOUNTING PRONOUNCEMENTS
	In January 2010, the FASB issued ASU 2010-06, Improving Disclosures about Fair Value Measurements. The ASU requires disclosing the amounts of significant transfers in and out of Level 1 and 2 fair value measurements and to describe the reasons for the transfers. The disclosures are effective for reporting periods beginning after December 15, 2009. Additionally, disclosures of the gross purchases, sales, issuances and settlements activity in Level 3 fair value measurements will be required for fiscal years beginning after December 15, 2010. The Company does not expect the provisions of ASU 2010-06 to have a material effect on the financial position, results of operations or cash flows of the Company.
	In January 2010, the FASB issued Accounting Standards Update 2010-01, Equity (Topic 505): Accounting for Distributions to Shareholders with Components of Stock and Cash (A Consensus of the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the stock portion of a distribution to shareholders that allows them to elect to receive cash or stock with a limit on the amount of cash that will be distributed is not a stock dividend for purposes of applying Topics 505 and 260. Effective for interim and annual periods ending on or after December 15, 2009, and would be applied on a retrospective basis. The Company does not expect the provisions of ASU 2010-01 to have a material effect on the financial position, results of operations or cash flows of the Company.
	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.    The Company does not expect the provisions of ASU 2009-15 to have a material effect on the financial position, results of operations or cash flows of the Company.
	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. The Company does not expect the provisions of ASU 2009-14 to have a material effect on the financial position, results of operations or cash flows of the Company.
	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. The Company does not expect the provisions of ASU2009-13 to have a material effect on the financial position, results of operations or cash flows of the Company.
	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.
	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.
NOTE 7	GOING CONCERN
	As reflected in the accompanying unaudited condensed financial statements, the Company has an accumulated deficit of $1,793,636 at January 31, 2010 that includes a net loss of $174,391 for the three months ended January 31, 2010.  The Company’s total current liabilities exceed its total current assets by $1,423,627 and the Company used cash in operations of $115,312. 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.
NOTE 8	SUBSEQUENT EVENTS
	Management evaluated all activities of the Company through March 21, 2010 and concluded that no subsequent events have occurred that would require recognition in the condensed consolidated financial statements.

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.

 

 

 

Estimate current production lines in full capacity
	Output Quantity (Max.)		Price at ex-factory (U$)		Total Turnover (U$)
PA Screw	100,000	(piece)	120		12,000,000
PA Binding Wire	240,000	(pack)	50		12,000,000
				Total:	24,000,000

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

		Three months ended								September 25, 2002
		January 31,								(inception) through
		2010				2009				January 31, 2010
Interest paid to directors and a related company			(7,388	)			(8,056	)			(156,116	)

1.

Property and equipment

2.

Long-lived assets

3.

Fair value of financial instruments

4.

Government  grant

5.

Income taxes

6.

Research and Development

7.

Foreign currency translation

 

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 *

	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