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ABMT Advanced Biomedical

Filed: 29 Jan 21, 6:11am

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

 

FORM 10-K

 

[X]ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  
 For the fiscal year ended October 31, 2020
  
 OR
  
[  ]TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

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)

 

200 Park Avenue, Suite 1700

New York City, NY 10166

(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 [  ] 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 [  ] 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 [  ]

 

Indicate by check mark whether registrant has submitted electronically and posted on its corporate Web site, 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 [  ]

 

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. [  ]

 

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]

 

There was no active public trading market as of the last business day of the Company’s year-end.

 

The aggregate market value of common stock held by non-affiliates of the registrant, computed by reference to the price at which the common equity was last sold being $0.17 on April 30, 2020 which is the last trading day of the second quarter, was approximately $3,703,951 as of April 30, 2020 (the last business day of the registrant’s most recently completed second quarter), assuming solely for the purpose of this calculation that all directors, officers and more than 10% stockholders of the registrant are affiliates. The determination of affiliate status for this purpose is not necessarily conclusive for any other purpose.

 

As of January 29, 2021, there are 70,224,850 shares of common stock outstanding.

 

 

 

   
   

 

TABLE OF CONTENTS

 

  Page
Special Note Regarding Forward Looking Statements3
PART I  
Item 1.Business4
Item 1A.Risk Factors12
Item 1B.Unresolved Staff Comments12
Item 2.Properties12
Item 3.Legal Proceedings12
Item 4.Mine Safety Disclosures12
   
PART II  
Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities13
Item 6.Selected Financial Data14
Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations15
Item 7A.Quantitative and Qualitative Disclosures about Market Risk26
Item 8.Financial Statements and Supplementary Data27
Item 9.Changes In and Disagreements With Accountants on Accounting and Financial Disclosure28
Item 9A.Controls and Procedures28
Item 9B.Other Information28
   
PART III  
Item 10.Directors, Executive Officers and Corporate Governance29
Item 11.Executive Compensation31
Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters32
Item 13.Certain Relationships and Related Transactions, and Director Independence32
Item 14.Principal Accounting Fees and Services33
Item 15.Exhibits, Financial Statement Schedules34

 

 2 
   

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

Certain matters discussed in this Annual Report, including, but not limited to those set forth under Item 1, “Business,” Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” our consolidated financial statements and notes thereto included in this report, and those set forth from time to time in our other filings with the SEC, contain forward-looking statements. Although we believe that, in making any such statements, our expectations are based on reasonable assumptions, any such statement may be influenced by factors that could cause actual outcomes and results to be materially different from those projected.

 

These forward-looking statements include, but are not limited to, statements relating to our anticipated financial performance, business prospects, expectations of future revenues and funding requirements, business strategy, the market for our products, our competitive position with regard to any competitor, the market for our products generally, market acceptance of our products and technology over competing technologies, and our expectation regarding the ongoing and future impact of COVID-19 on our business and results of operations. Forward looking statements are often preceded by, followed by or include the words “expects,” “anticipates,” “intends,” “plans,” “believes,” “estimates,” “can,” “may,” “could,” “should,” “would,” “assume,” “forecasts,” “believe,” “will,” “potential,” “position,” “predicts,” “strategy,” “guidance,” “intend,” “budget,” “seek,” “project” or “continue.”

 

We have based the forward-looking statements contained in this Annual Report primarily on our current expectations and projections about future events and trends that we believe may affect our business, financial condition, results of operations, prospects, business strategy and financial needs. 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. Some of the factors that may cause actual results, our performance or achievements, or industry results to differ materially from those contemplated by such forward-looking statements include but are not limited to:

 

1.The company’s lack of funds: for new R&D, especially in clinical testing; for new equipment and the utilization of the production process after the NMPA approval; for marketing and sales network build-up;
2.The company may need to seek funding through such vehicles as convertible notes and warrants, private placements, and/or convertible debentures;
3.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;
4.While the company currently holds two patents originating in China, the patents 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. New patents are expected to be filed as result of our continuous research works for new and refined materials. Additionally, all machinery used to manufacture our products is protected by Chinese patents;
5.The Company’s new product offerings may not be accepted in the marketplace;
6.The Company faces risks related to access to information and regulatory oversight.  According to Article 177 of the PRC Securities Law, which became effective in March 2020, no overseas securities regulator can directly conduct investigations or evidence collection activities within the PRC and no entity or individual in China may provide documents and information relating to securities business activities to overseas regulators without Chinese government approval. As a result, investors in China-based Issuers may not benefit from a regulatory environment that fosters effective enforcement of U.S. federal securities laws;
7.The company faces other risks related to being based in China, including but not limited to:   restrictions on the Public Company Accounting Oversight Board’s (“PCAOB”) ability to inspect audit work and practices of PCAOB-registered public accounting firms in China and Hong Kong;  restrictions on U.S. regulators’ access to information and ability to investigate or pursue remedies with respect to China-based Issuers;  difficulties in effecting service of legal process, enforcing judgments obtained in U.S. courts, and bringing claims against the company or its directors and officers.
8.The COVID-19 pandemic has impacted, and may in the future materially and adversely affect our business;

 

These risks are not exhaustive. Other sections of this Annual Report include additional factors that could adversely affect our business and financial performance. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Annual Report. We cannot assure you that the results, events and circumstances reflected in the forward-looking statements will be achieved or occur, and actual results, events or circumstances could differ materially from those described in the forward-looking statements.

 

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Annual Report, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain and investors are cautioned not to unduly rely upon these statements.

 

The forward-looking statements made in this Annual Report relate only to events as of the date on which such statements are made. We undertake no obligation to update any forward-looking statements after the date of this Annual Report or to conform such statements to actual results or revised expectations, except as required by law.

 

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ITEM 1. BUSINESS

 

Organizational History

 

Advanced Biomedical Technologies, Inc. has one direct wholly owned subsidiary, Masterise Holdings Ltd., a limited liability company organized under the laws of British Virgin Islands (“Masterise”). Masterise, owns seventy percent (70%) of the issued and outstanding equity or voting interests in Shenzhen Changhua, a company formed under the laws of the People’s Republic of China. (ABMT, Masterise, and Shenzhen Changhua are collectively referred to throughout this document as “We, “Us,” “Our” (and similar pronouns), “ABMT” and the “Company”).

 

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, 311 S Division Street, Carson City, Nevada 89703, and our business office is located at 200 Park Avenue, Suite 1700, New York City, NY 10166. We have not been subject to any bankruptcy, receivership, or similar proceeding, or any material reclassification or consolidation.

 

Our primary business is carried out by Masterise through Shenzhen Changhua, as set forth in the following diagram:

 

 

Shenzhen Changhua does not have any subsidiary.

 

Organizational History of Masterise and Shenzhen Changhua

 

Masterise is a wholly owned subsidiary of Advanced Biomedical Technologies, Inc.

 

Masterise is a limited liability company which was organized under the laws of British Virgin Islands (“BVI”) on May 31, 2007, and owns 70% of the capital stock of Shenzhen Changhua.

 

Shenzhen Changhua is a limited liability company which was organized under the laws of PRC on September 25, 2002.

 

Since their founding, Shenzhen Changhua has been involved in the development of polymer screws, rods and binding wires for fixation on human fractured bones. The Company is currently involved in researching, manufacturing, marketing and conducting clinical trials on its products and intends to raise additional capital to produce and market its products commercially. The Company holds one Class III permit and one Class II permit from the China Food and Drug Administration (“CFDA”), now the National Medical Products Administration of the PRC (“NMPA”). The Company holds three patents issued by the State Intellectual Property Office of the P.R.C. (“SIPO”) and further patent applications are currently under review by the SIPO.

 

 4 
   

 

Primary Products

 

Our primary products include Polymer Osteosynthesis Devices made of a proprietary material compositing of polyamide 6 (PA6), hydroxyapatite (HA) and poly(methyl methacrylate-co-N-vinylpyrrolidone) (P(MMA-co-NVP)). These advanced materials are used in surgical screws, binding wires, rods and related medical devices for the treatment of orthopaedic trauma, sports-related medical treatment, cartilage repair, and related treatments, and reconstructive dental procedures. Our polymer orthopaedic internal fixation screws received approval from the China Food and Drug Administration (“CFDA”), now the National Medical Products Administration of the PRC (“NMPA”), in April 2018; and our PA Binding Wires are under clinical trials; and our PA Mini-Screws are under animal test.

 

Product Characteristics:

 

The Company’s new and unique material has ideal mechanical properties with similar strength, toughness, tensile strength and flexibility etc. to the human bone. Its elasticity, toughness and high fatigue resistance can effectively stabilize fractures without causing stress shielding. Its strong biocompatibility includes: no inflammation, no pyrogen, no cytotoxicity, no subchronic systemic toxicity etc. Additionally, the biomaterials promote the synthesis of matrix mature protein (ALP, collagen I, osteopontin, osteocalcin) gene expressions, via local transcription factors of osterix, Runx2 mRNA for a long time. Facilitating the continuous synthesis of extracellular matrix proteins required for cell mineralization, and bone tissue regeneration from an effective bio-interface integration.

 

More than 10 years of clinical trials and long-term follow-ups have shown our PA bone screw products to be safe and effective, completing 100% of the required clinical trials with a 100% success rate. Unlike metallic screws, our PA screws do not require secondary removal surgery, even over long periods of time. Our innovative biomedical composite material exhibits the following key technological attributes:

 

 1.Notably reduced implant removal surgeries due to post-operative complications: avoids the unnecessary risk and expense associated with competing technologies;
 2.Enhanced material performance: our material is manufactured to be easily fitted, facilitating an exact fit for each patient need;
 3.Improved biological activity of materials: clinical trial results have shown that PA implants promote a progressive shift of load to the new bone creating micro-motion and thereby avoiding bone atrophy due to ‘stress shielding’;
 4.Reduced chance of post-operative infection: use of our PA implants reduces post-operative infections, speeding recovery times;
 5.Stimulates bone tissues: use of our PA implant technology facilitates effective biological integration, benefitting bone regeneration;
 6.Ease of post-operative care:  our products do not distort during x-ray imaging, further easing post-operative care;
 7.Simple and cost-effective to manufacture.

 

The Company has developed six proprietary 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. The Company’s product range will ultimately cover the full gamut of components for implantation, including human orthopaedic and dental applications, as well as veterinary applications.

 

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 decreases 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.

 

 5 
   

 

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.

 

Product Development

 

After careful deliberation, we selected the polymer screw as our first product to market. In order to replace the widely-used metal components, the new materials must meet multiple bio-consistency and mechanical-consistency requirements. Furthermore, they must also exhibit specific properties with respect to bio-activities, degradability, and controllable degradation speed. Although many macromolecule materials are degradable inside human body, relatively few provide the physical characters required for fracture fixation.

 

Development began with selection of macromolecule materials that exhibited the desired physical characters, leading, ultimately, to our selection of polyamide. In order to achieve the desired mechanical performance and degrading speed, various chemical and physical techniques were employed to modify the bio-degradable polyamide so as to synthesize the required new bio-degradable material. This phase of our research also entailed 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, and numerous other critical considerations.

 

Our next challenge was to identify a suitable bio-active inorganic material, and to optimize the compound and associated production conditions. It was critical that we could predict and control the bio-activities of the implanted fixture material, and to this end we used high grade and mature phosphate type bio-active materials, taking into account the preparation characteristics of the compound material, and the surface character requirements of the finished products. We also improved current technical parameters by modifying the surface character, thereby achieving critical control over the desired grain size and surface activities.

 

The third technological hurdle involved the actual preparation and utilization of the engineered compound in conjunction with a bio-active material. Hydronium bombardment of the surface, with spread and cover techniques, was employed during this critical step in the process. This had the effect of creating a well-knit bio-active membrane on the degradable polymer’s surface, and embedding a bio-active core inside the degradable polymer stick, so as to form the bio-active degradable compound material.

 

The final step entailed strengthening and shaping the processed compound by using directional extrusion and molding. Degradable acantha inoculators, fixation screws, orthopaedics stuffing, enlace strings, and anti-conglutination membrane can all be manufactured, as needed, using this same technique.

 

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:

 

1.Increased mechanical strength to 170Mpa.
  
2.Increased biological activities to accelerate bone cell substitution.
  
3.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

 

Our products are manufactured in a 100,000 level GMP factory with stringent quality management system, workshop alongside a 10,000-level bacteria purification zone. The R&D, production and quality management capabilities satisfies the requirements of implantable medical device production management specifications, ISO9001 and ISO13485. Over the years, Shenzhen Changhua has developed a series of orthopedic internal fixation products such as bone screws, rib nails, tying lines and bone plates using a newly synthesized material, PPH (PA6-P(MMA-co-NVP)-HA)

 

Overview of PA Devices and Market in the US, China and Worldwide

 

The global orthopaedic device market reached US$51 billion in 2018, owing to multiple factors that are enabling it to progress at a CAGR of 15% from 2019 to 2023.

 

The key drivers of the global orthopaedic devices market are the 2 factors below:

 

 1.Rapidly aging population
 2.High demand for painless treatments

 

Growth in geriatric population is primarily pushing demand for orthopaedic solutions globally. Effects of aging, such as diminishing bone density and weakening bones due to excessive loss of bone mass, make their presence felt from 35 years of age and become more prominent after 55 years. By 2050, 1 billion or more people would be above 60 years old.

 

 

In addition, the demand for more pain-free treatments and increasing number of sport related injuries and road accidents are expected to fuel the need for orthopaedic devices. However, stringent regulatory approval procedures as well as the high cost of surgical procedures and these devices are the main reasons restraining market growth, and making it a high-barrier of entry.

 

China’s Market for PA Devices

 

With a population of over 1.3 billion, China is the world’s most densely populated country and makes up of one-fifth of the world’s population. China’s population is nearly five times more than United States even though both roughly cover the same geographic area. There are 32 Provinces, Autonomous Regions, and Municipalities of Mainland China.

 

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China’s orthopaedic implant device industry is in a state of rapid market growth. With the acceleration of population aging, the improvement of medical policies, and an increase in people’s treatment awareness, China’s orthopaedic implant medical device sector continues to boom, with a huge potential orthopaedic market base and developmental space. According to The Blue Book of Chinese Medical Devices, the size of the orthopaedic implant market in China reached US$4.34 billion and US$3.74 billion in 2019 and 2018, an annual increase of 16.03% and 16.44% respectively, and the compound annual growth rate from 2010 to 2018 was 17.52%. With a domestic aging population, coupled with increasing demand for health care and increased purchasing power, the orthopaedic implant market is expected to maintain an annual growth rate of 15%. (source: 2020 China NMPA Blue Book).)

 

Competitive Analysis

 

To the best of our knowledge, our Company is the only patent holder of PA technologies in China, as well as the only company received the NMPA (formerly the CFDA) approval in China. At this time there are no similar products in this market. Moreover, due to the nature of the regulatory environment, and the requirements and logistics of mounting a clinical trial, it would take any new competitor a minimum of three years to catch up to our lead in this area alone. Factoring in our established relationships with key customers, distributors, and regulators, as well as our ready-to-run production facilities, and our actual advantage is considerably longer than the 3-year regulatory advantage. This represents an invaluable window in which to firmly entrench our company as the preferred purveyor of self-reinforced, absorbable biodegradable PA components in the Chinese health care environment.

 

To reiterate, our company and product line offer several critical competitive advantages, specifically:

 

 There are no similar patent registrations in China.
 Our initial product, the PA Screw approved by the NMPA in 2018, has completed 100% of the required clinical trials, with a 100% success rate.
 We are the only company qualified and permitted to conduct clinical trials of other PA products by China’s NMPA.
 We have a timing advantage over other companies in China, which would have to go through the preclinical testing before they could even apply for a permit to conduct actual clinical trials.
 

Under the existing regulatory structure, it would take at least 3 years for any competitor’s clinical trials to be completed, and total of 7 or more years to reach the point where we are now.

 

Specific Competition

 

Competition in the medical implant device industry is intense both in China and in global markets. In orthopaedics, ABMT’s principal competitors are the numerous companies that sell metal implants. ABMT competes with the manufacturers and marketers of metal implants by emphasizing the ease of implantation of the Company’s polymer implants, the cost effectiveness of such products, and the elimination of risks associated with the necessity of performing removal surgeries frequently required with less modern products.

 

According to the record from the NMPA and our estimates, it will take at least 5 years for another medical device provider with similar technology to appear in the market. This is because much time will need to be spent on developing material compatibility, safety and undergoing clinical trials in reaching proper standards.

 

In addition, the current market is mainly saturated with metallic compound bone screws, and the medical industry has been using it predominantly since the 1900s. Not only is our invented material biologically stable and easily accepted by the human body, it is also very versatile and therefore has a great market potential.

 

Our primary competition will be the generation-one and generation-two counterparts, which, despite their functional inferiority, enjoy the benefit of familiarity and an established manufacturing and marketing base. This competition comes from a number of entrenched players worldwide, including Stryker Corp, Zimmer Biomet, Medtronic, Johnson & Johnson Services, and Smith & Nephew and others. Although many of these competitors have substantially greater resources upon which to draw, we believe that the technological superiority of the more forward-looking product will ultimately equalize the playing field by orthopaedic innovation.

 

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Product Comparisons

 

Among many other advantages, a main advantage of ABMT’s proprietary PA technology is the elimination of the need for secondary surgery to remove an implantation device. Implant removal belongs to the most common elective orthopaedic procedures in industrial countries. In children, implant removal may be necessary to remove implants early to avoid disturbances to the growing skeleton, to prevent their bony immuring making later removal technically difficult or impossible, and to allow for planned reconstructive surgery after skeletal maturation (e.g., in case of hip dysplasia). In adults, pain, soft tissue irritation, the resumption of strenuous activities or contact sports after fracture healing, and the patient’s demand are typical indications for implant removal in clinical practice. However, implant removal requires a second surgical procedure in scarred tissue, and poses a risk for nerve damage and re-fractures. (cite: Hanson et al.BMC Musculoskeletal Disorders 2008)

 

  Metallic Compounds Poly-lactic Acid ABMT’s Material (Polyamide)
Market Size & Growth ~97% CAGR = 7% (From Oxford Academics) ~3% CAGR = 15% (From Oxford Academics on polymer based medical devices) N/A CAGR = 15% (From Oxford Academics on polymer based medical devices)
Bio-compatibility level Bending Strength and tensile strength exceeds that of the human bone. Bending strength and tensile strength are close to that of the human bone Bending strength and tensile strength are close to that of the human bone
Problems/ Issues Metallic ions cause extreme inflammation; Reduction in mechanical hold and sturdiness Acidic compounds in bones result in aseptic inflammation and severe water accumulation No apparent issues and with mechanical sturdiness; no inflammation resulted.
Long-term Effects Impair and damage nearby tissues If placed too long High degradation speed; resulting in empty slots in bones; could cause a 2nd bone fracture High bio-stability and long-lasting support
Surgical cost Requires removal surgery (40% of the time); Increasing cost (Additional $500 USD), physical and mental pain Does not require a 2nd surgery, acidic compounds excreted out from the body Does not require 2nd surgery. No toxic compounds released into blood circulation
Remarks Composition not easily affected by external factors during production Characteristics and properties easily altered during manufacturing, purification and storage processes Composition and characteristics not easily affected by external factors during production

 

1Metallic Compounds have been traced in serum and hair of 16 of 46 patients after receiving titanium implants. (cite: Kasai Y, Iida R, Uchida A: Metal concentrations in the serum and hair of patients with titanium alloy spinal implants.)

 

2Implant removal belongs to the most common elective orthopaedic procedures in the industrial countries. In a frequently cited Finnish study, implant removal contributed to almost 30% of all planned orthopaedic operations, and 15% of all operations. (cite: Bostman O, Pihlajamaki H: Routine implant removal after fracture surgery: a potentially reducible consumer of hospital resources in trauma units.)

 

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Towards the end of the last century, spinal and orthopaedic implants evolved towards progressively stronger and stiffer devices, as it was presumed that increased construct rigidity would optimize the biological milieu and provide more rapid and robust healing and arthrodesis. For the past 20 years, titanium has been the most widely used, and the most expensive material for fixing fractures (in both elective and emergency surgery). More than 1,000 tons (2.2 million pounds) of titanium devices of every description and function are implanted in patients worldwide each year. Although metal exhibits the desired strength and rigidity to allow the healing process to begin, there are a number of issues associated with using permanent titanium systems. Our PA materials deliver many of the benefits of their metal counterparts, without the disadvantages:

 

  METAL ABMT’s PA devices
Cranial Growth ● Growth restriction
● Intracranial implant migration
 ● Stimulation of growth leading to better bone healing
     
Accumulation of Metal in tissues Yes No
     
Adverse Effect ● Many necessitate removal operation either for mechanical strength of the overall structure
● majority of implant failures occur at the bone-screw interface with screw pullout being the most common mechanistic cause of construct failure
● should the bone fail to heal, these micromotions will persist and cause the metallic screw to
oscillate within the far softer
surrounding bone interface
 None
     
Stiffness for optimal healing ● Too stiff
● Stress shielding can result in
bone atrophy and degradation
 ● Optimal stiffness/flexibility characteristics to achieve surgical fixation, while conforming to the softer, more pliable bone of the patient
     
Other Effects ● Implant palpability
● Temperature sensitivity
● Occasionally visibility
● Could cause trauma in the event of mechanical failure
● Imaging and radiotherapy
interference
● Potential for cross
contamination
 ● No long-term palpability
● No temperature sensitivity
● Predictable degradation
● Reduced patient trauma
● No imaging and radiotherapy interference
● No second surgery required
     
Cost of product Cost to hospital: $400-$2200 Cost to hospital: $800

 

Intellectual Property

 

The Company has been granted one patent for its material by the State Intellectual Property Office of the P.R.China (“SIPO”), patent no. ZL971190739. This patent also protects the use and manufacturing process of the material.

 

In January 2017, SIPO has issued to the Company a new patent titled “Bone Fracture Plate Made of High Polymer Materials”, patent no. ZL 2014 1 0647464.1, which strengthens the Company’s position in manufacturing process and related controls using our unique polyamide materials.

 

 10 
   

 

The Company is establishing broad and new intellectual property protection schemes around our unique PA product lines, not only on its combination compounds, but also to lead as an outstanding material in the future of clinical activity.

 

Patent Abstract

 

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 fiber 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 absorbed by human body after 1.5-2 years, and its cost is low.

 

Employees

 

As of October 31, 2020, we had 17 employees, with 6 employees in R&D, Clinical and Regulatory, 5 employees in Manufacturing, 5 employees in General and Administration, and 1 employee in Accounting.

 

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 our employee relations have been good.

 

The company’s facilities are located at Block A, Longcheng Tefa Industrial park, Longgang, Shenzhen, China.

 

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 in due course.

 

Government Regulations

 

Our primary target market is the medical community of the People’s Republic of China (PRC). Medical devices manufactured by the Company in China are subject to regulation by the National Medical Products Administration of the PRC (“NMPA”), formerly the China Food and Drug Administration (“CFDA”) and the State Food and Drug Administration (“SFDA”) of the 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. The Company’s PA Screw was approved by the NMPA in April 2018. Furthermore, due to the uniqueness of our PA Screw, it has been independently categorized so the marketing prices are set by the Company rather than healthcare platforms.

 

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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 1B. UNRESOLVED STAFF COMMENTS

 

There are no unresolved comments from the SEC.

 

ITEM 2. PROPERTIES

 

None.

 

ITEM 3. LEGAL PROCEEDINGS

 

We are not involved in any pending or imminent litigations or current legal proceedings.

 

ITEM 4. MINE SAFETY DISCLOSURE

 

Not applicable.

 

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ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

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 on the world’s largest electronic interdealer quotation system “OTCQB” operated by the OTC Markets Group under the symbol “ABMT”.

 

Fiscal Year High Bid  Low Bid 
2020        
Fourth Quarter 08-01-20 to 10-31-20 $0.336  $0.15 
Third Quarter 05-01-20 to 07-31-20 $0.51  $0.151 
Second Quarter 02-01-20 to 04-30-20 $0.30  $0.034 
First Quarter 11-01-19 to 01-31-20 $0.20  $0.047 

 

Fiscal Year High Bid  Low Bid 
2019        
Fourth Quarter 08-01-19 to 10-31-19 $0.25  $0.012 
Third Quarter 05-01-19 to 07-31-19 $0.322  $0.121 
Second Quarter 02-01-19 to 04-30-19 $0.50  $0.112 
First Quarter 11-01-18 to 01-31-19 $0.75  $0.121 

 

Shareholders

 

At October 31, 2020, we had 60 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.

 

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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 $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.

 

ITEM 6. SELECTED FINANCIAL DATA

 

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.

 

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ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

You should read this discussion together with the Financial Statements, related Notes and other financial information included elsewhere in this Form 10-K. The following discussion contains assumptions, estimates and other forward-looking statements that involve a number of risks and uncertainties, including those discussed under “SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS,” and elsewhere in this Form 10-K. These risks could cause our actual results to differ materially from those anticipated in these forward-looking statements.

 

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 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 the NMPA 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 sales 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 two patents originating in China, the patents 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. New patents are expected to be filed as result of our continuous research works for new and refined materials. Additionally, all machinery used to manufacture our products is protected by 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 from larger companies, the need to obtain additional financing, compliance with government regulations, 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.

 

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Our Business

 

We are engaged in the business of designing, developing, manufacturing and marketing of biomaterial internal fixation devices. We hold one medical device permit from the National Medical Products Administration of the PRC (“NMPA”) for our product - polymer orthopaedic internal fixation screws and three patents issued by the State Intellectual Property Office of the P.R.C. (“SIPO”). Our polyamide materials, their uses and manufacturing processes are protected by Patent No. ZL971190739. Patent No. ZL201410647464.1 titled “Bone Fracture Plate Made of High Polymer Materials” and patent No. ZL201511005531.0 titled “Composite fiber, manufacturing method and orthopaedic binding wire” were granted to us in 2018 and 2020 respectively. Our polyamide materials are used in producing screws, binding wires, rods and related products. These products are used in a variety of applications including orthopaedic trauma, sports related medical treatment, or cartilage injuries, and reconstructive dental procedures. At this time, our company is the sole patent holder and market permit holder of PA technologies in China, as well as the only company currently engaged in clinical trials, manufacturing and marketing for PA orthopaedic internal fixation devices in the PRC. Our products are made of a very unique material called PA6-P(MMA-CO-NVP)-HA (“PA”). Our PA products, such as screws, binding wires, rods, suture anchors and rib-pins 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 PA implants 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.Stimulate bone tissues to facilitate effective biological integration, benefitting the regeneration of bone;
 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 polymer orthopaedic internal fixation screws received approval from the National Medical Products Administration of the PRC (“NMPA”) in April 2018. We launched our sales campaign at the end of our fiscal year ended October 31, 2019 and achieved a milestone in the Company’s history by generating revenue through the sales of our PA Screws.

 

NMPA Application Process and Approval for Polymer Screws

 

The Company first submitted its application for PA Screws to the NMPA (formerly the SFDA/CFDA) in 2008. The application has been withheld by the NMPA pending additional clinical trial cases. This is due to the amended NMPA regulations, which unlike previous regulations require the applicant to specify the position on the body where the clinical trial is carried out. Our amended NMPA 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.

 

Due to the uniqueness of our material, there were no established NMPA Product Standards that we could follow during our application process for our PA Screws. To establish our own Product Standards, the Company had been carrying out extra tests. The Company submitted its Product Standards and supplementary reports to the NMPA in 2014. In December 2016, the Company received a notice from the NMPA requesting supplementary report as part of the review process. The Company completed the supplementary report and submitted it to the NMPA in June 2017.

 

In April 2018, the Company’s application for its PA Screws was approved by the NMPA in China (Medical Device Certification Number: 20183460133).

 

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Clinical Trials on Other Products

 

The Company has completed a total of 83 successful clinical human trial cases, including 71 cases on ankle fractures and 57 successful PA Binding Wire trial cases. We have been conducting human trials at the 6 state level hospitals recognized by NMPA for clinical trials in different cities throughout China; including Nanchang, Changsha, Luoyang, Nanning and Tianjin. The cities and provinces where our clinical trial hospitals are based will be the initial target regions on our marketing plan. These regions are both densely populated and have experienced high or above medium economic growth. The clinical trials for the Company’s PA Screws have been completed with 100 percent success rate. Having gained NMPA approval for PA Screws, the Company is planning to start clinical trials on series of orthopaedic products the Company has developed using the same unique biomaterial.

 

Government Regulation

 

Medical implant devices/products manufactured or marketed by the Company in China are subject to extensive regulations by the NMPA. Pursuant to the related laws and acts, as amended, and the regulations promulgated there under (the “NMPA Regulations”), the NMPA regulates the clinical testing, manufacture, labeling, distribution and promotion of medical devices. The NMPA also has the authority to request repair, replacement, or refund of the cost of any device manufactured or distributed by the Company.

 

Under the NMPA Regulations, medical devices are classified into three classes (class I, II or III), the basis of the controls deemed necessary by the NMPA to reasonably assure their safety and efficacy. Under the NMPA’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 NMPA 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 NMPA 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 NMPA 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 NMPA 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 NMPA has publicly stated that compliance will be more strictly scrutinized. From time to time the NMPA 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 years ended October 31, 2020 and 2019.

 

Sales and Marketing

 

The Company launched the sales and marketing campaign of its NMPA approved unique proprietary bio-polymer internal fixation screws (“PA Screws”) at the end of the fiscal year ended October 31, 2019. The campaign was kick-started with the signing of a sales and marketing distribution agreement between Shenzhen Changhua, an ABMT subsidiary, and Guangzhou Ding Hua Biomedical Technology Ltd. (“GZDH”), a medical device sales company based in Guangzhou, South China. Both companies share core values and a common vision of the future. Guangzhou Ding Hua (GZDH) has been authorized as Changhua’s national sales representative company and will be leading its sales effort in China, where the market value for orthopaedic devices is expected to reach US$4 billion and continue to grow in the coming years. Mr. Tie Jun Chen, a related party, has a significant equity interest in Guangzhou Ding Hua (“GZDH”).

 

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The Company has established long term relationships with many hospitals and national distributors in China. Ms. Hui Wang, the Company’s CEO, has over 25 years’ sales experience in medical distribution. She is in charge of our sales programs. Professor LIU, Shangli, our chief medical advisor for Greater China, is one of the highest ranked orthopaedic doctors in China as well as being highly renowned in the rest of the world. He has assisted the Company in nationwide product promotion and joint projects with associated academic institutions and medical schools.

 

The Company has been actively boosting its brand through participating in national and provincial orthopaedic conferences, garnering deals with national and provincial distributors. In addition, we have coordinated with government authorities to obtain the National New Orthopaedic Consumables Classification Code (“OCCC”) especially for our unique proprietary bio-polymer internal fixation screws and completed the provincial product registrations meeting China’s Medical Sourcing regulations. We believe that these activities will not only strengthen our network of agents and distributors to reach a greater number of hospitals, but also allow us to better understand the needs and demands of surgeons, without inhibiting existing operational procedures and maximizing the effectiveness of our products.

 

Revenues

 

The Company achieved a milestone in its history at the end of the fiscal year ended October 31, 2019, by completing sales of $11,657 to its distributor, a company in which Mr. Tie Jun Chen, a key management personnel of Shenzhen Changhua, has a significant equity interest. We generated $60,501 in sales revenue in the following quarter ended January 31, 2020, an over 400% increase compared with the previous quarter. Our marketing campaign was then disrupted by the COVID-19 pandemic during the second and third quarter of 2020. Like most of the businesses in Mainland China, our facility in Shenzhen was closed during pandemic lockdown. With the easing of COVID-19 restrictions in Mainland China, we generated $62,336 in sales revenue in the fourth quarter ended October 31, 2020, and achieved a quarterly growth rate of 435% compared with the quarter ended October 31, 2019. We anticipate our sales revenue to grow at a moderate rate during 2021.

 

Cost of Sales

 

Cost of sales for the years ended October 31, 2020 and 2019 was $51,817 and $7,596 respectively, which accounted for 41.93% and 65.16% of the gross revenue. Most of the costs were expenses for attending exhibitions and trade shows.

 

Gross Profits

 

Gross profits for the years ended October 31, 2020 and 2019 was $71,770 and $4,061 respectively. Compared to prior year, the gross profits for the years ended October 31, 2020 and 2019 were positive rather than nil. We started to generate revenue at the end of our fiscal year from inception to October 31, 2019 before our sales campaign was disrupted by the COVID-19 pandemic,

 

Operating Expenses

 

Operating expenses for the years ended October 31, 2020 and 2019 were $518,394 and $608,799 respectively, which accounted for 419.46% and 5,222.6% of the gross revenue. Compared to prior year, operating expenses for the years ended October 31, 2020 and 2019 were reduced by 14.85% and 3.98%. The primary reasons for the changes were due to the General and Administrative expenses reduction of $99,551 or 30.72% and $237,200 or 42.27% for the years ended October 31, 2020 and 2019 respectively, in addition to Research and Development reduction of $80,680 or 30.6% for the year ended October 31, 2020, and Research and Development increment of $207,127 or 366.52% for the year ended October 31, 2019.

 

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Funding Needs

 

The Company estimates that it will need to raise minimum $1,000,000 over the next 12 months to market and expand the sales of its products. This amount may increase if we decide to start clinical trials on new products.

 

Due to the COVID-19 pandemic, our sales plan has been disrupted and our revenue was insufficient to cover our expenditures in 2020. We estimate that our sales revenue to be insufficient to meet our operating costs in 2021, albeit our sales revenue started to recover with the easing of pandemic restrictions in China. Therefore, we will continue to rely on external investments and shareholder’s loans to cover our cash shortage. While the Company has no outside sources of funding, the Company’s shareholders have committed to advance the Company funds as needed. There is a Letter of Continuing Financial Support signed between the Company and one of its major shareholders, Titan Technology Development Ltd.

 

The management team is continuously looking for fundraising possibilities for sales and marketing expansion, product improvement, machinery upgrades, facility expansions and continuous research and development.

 

Estimate current production lines in full capacity

 

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 capacities are capable of generating approximately $30,000,000 in annual revenue.

  

  Output Quantity
(Max.)
 Price at ex-factory
(US$)
 Total Turnover
(US$)
 
PA Screw 100,000 (piece) 180 18,000,000 
PA Binding Wire 240,000 (pack) 50 12,000,000 
   Total: 30,000,000 

 

China’s Marketing Analysis

 

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. According to China Health Care Year Book 2013, the total revenue of Chinese orthopaedic hospitals in 2013 was US$1.28 billion with over 11.5 million patients. From 2009 to 2013, the market size of China’s orthopaedic devices has grown from US$1.1 billion to US$1.92 billion, and China has overtaken Japan as the second largest market in the world. The size of the orthopaedic implant market in China continued to grow from US$2 billion in 2014 to US$3.2 billion in 2017. Even taken into account of the factors that have slowed down the growth, such as centralized procurement and domestic “import substitution” programs, the size of the China’s orthopaedic implant medical device market was US$4.34 billion in 2019, a growth rate of 16.03% compared with 2018.(source: 2020 China NMPA Blue Book).

 

China has gradually entered the Old Age Society. It is expected that there will be 245 million people over 60 years of age by 2020, and, according to the survey of 50 years old, the incidence of osteoporosis is as high as 60%, accompanied by osteoporosis, fracture, bone necrosis, disability and other diseases, resulting in continued high demand of orthopaedic implant medical devices. (Source: The UN; Shenwan Hongyuan Securities research report).

 

Other factors such as 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 double digits market growth rate in the near future in China.

 

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The Company has advantages and more opportunities over others competitors due to:

 

- No other similar patent registrations in China.

- We are the only company received market approval and permitted to perform PA clinical trials by the NMPA to the best of our knowledge.

- We have a timing advantage over other companies in China, which would have to go through the preclinical testing for the NMPA permit on clinical trials.

- Under new regulations by the NMPA, it will take at least 5-10 years for clinical trials of new materials.

- Our patented material enables us to rapidly diversify our product line according to market trend and demand.

 

Number of Hospitals at the end of October 2020 Statistic and Census report by the National Health Commission of the People’s Republic of China.

 

Statistic and Census report by National Health Commission of the People’s Republic of China

(October 2020)

 

  October 2020  October 2019  Increase / (Decrease) 
Total No. of Hospitals  34,879   33,752   1,127 
Public Hospital  11,876   11,914   (38)
Private Hospital  23,003   21,838   1,165 
Hospital Rating            
AAA  2,860   2,671   189 
AA  10,059   9,410   649 
A  11,545   11,011   534 
Unrated  10,415   10,660   (245)

 

In general, technological advancements and the marketing potential within Asia are the biggest factors in driving significant growth within the global orthopaedic 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.

 

Distribution Model

 

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.

 

Dealer/Distributor System:

 

We collaborate with dealers to sell and distribute our products to various hospitals and reach the consumers, i.e. bone fracture victims. The company will assist dealers to promote products to famous orthopaedic hospitals

 

By utilizing a distributor, ABMT will further benefit from promotional activities by having a second party help with common objectives, and at the same time, increase our sales audience through their contacts.

 

Currently, we have established contacts with various national and district distributors, every distributor covers a minimum of 50 hospitals, so our total coverage is 6,000 hospitals. We will provide ongoing after-sales service, technical supports and conventional meetings, etc., to help our distributors better promote our products.

 

Direct Hospital Sales (DHS):

 

Our Direct Hospital Sales (DHS) regions will include Guangdong, Jiangsu, Zhejiang, Xinjiang, Shanghai and Beijing at the beginning. We have already established close relationships with the 7 state-level hospitals where our clinical tests have been conducted. These hospitals are located in one of the fastest growing areas of China, with healthcare coverage for 20% of the Chinese population. These 7 State level hospitals are:

 

 1.The First Affiliated Hospital of Hunan University of Traditional Chinese Medicine.
 2.The Second Affiliated Hospital of Zhongshan University.
 3.The First Affiliated Hospital of Guangxi Traditional Chinese Medicine University.
 4.The First Affiliated Hospital of Guangxi Medical University.
 5.The People’s Hospital of Guangxi Zhuang Autonomous Region.
 6.The Affiliated Hospital of Jiangxi University of Traditional Chinese Medicine.
 7.Luoyang Orthopaedic-Traumatological Hospital.

 

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Apart from assisting in our sales, these 7 hospitals will also be assisting ABMT in future clinical applications and trials.

 

In addition, we will receive up-to-date information directly from physicians to develop new products better suited for current patient needs and hence, speed up product commercialization.

 

Appointment of Chief Medical Officer

 

On March 9, 2020, the Company announced the appointment of Prof. Puyi Sheng, M.D., PhD, as its Chief Medical Officer. Prof. Sheng, age 53, is a professor and surgeon, specializing in Primary and Revision Arthroplasties, and Joint Surgery. Prof. Sheng currently serves as the vice director of the Department of Orthopaedic Surgery, the vice director of the Department of Joint Surgery in the First Affiliated Hospital of Sun Yat-sen University, professor and PhD student mentor of Sun Yat-sen University in Guangzhou, China. Prof. Sheng received his Bachelor and Master degrees from Sun Yat-Sen University of Medical Sciences, he received his PhD in Bone Science from Sun Yat-sen University in China and PhD in Surgery from Tampere University in Finland. During his career as an orthopaedic surgeon for over 20 years, Prof. Sheng has served in various capacities at different medical institutions including the First Affiliated Hospital of Sun Yat-Sen University in China, Coxa Hospital for Joint Replacement in Finland and Nagoya University in Japan. Prof. Sheng has published 48 science papers as author or co-author.

 

Prof. Sheng will have an advisory role only and report directly to and take direction from the Company’s Board of Directors. His scientific and strategic input and advice will help the Company’s research and development projects.

 

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 years ended October 31, 2020 and 2019 was $182,959 and $263,639. Compared to prior period, the research and development expenses for the years ended October 31, 2020 and 2019 were reduced by 30.6% and increased by 366.52%. The main component of research and development costs is staff costs of the technical personnel on product improvements to enhance industrial design.

 

The Company started research projects on two new products in 2020. These products are Class II and Class III medical devices for treating Sports Trauma. 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. The Company will be working closely with medical institutions and research universities to expedite future clinical trials of upcoming series of polymer fixation devices, including Intramedullary Nailing Fixation, Binding Wires, Micromodule Screws & Plates, Maxillofacial & Craniofacial Plates, and Rib Pins.

 

Impact of COVID-19 Pandemic

 

The Company’s primary business is carried out through its subsidiary, Shenzhen Changhua Biomedical Engineering Co., Ltd. (“Shenzhen Changhua”), based in Shenzhen, China, where COVID-19 pandemic started in January 2020.

 

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The Company has identified the following areas that had been adversely affected by COVID-19:

 

 1.Operation: Our facilities in China were not fully staffed due to COVID-19 lockdown, travel restrictions and quarantine requirements. This affected our accounting and marketing departments mostly because a large number of staff could not come back to office as they were not allowed to travel or have 14-day quarantine before they came back to work. Our operation gradually came back to normal with the easing of COVID-19 restrictions in China during the third and fourth quarter of 2020.
 2.Manufacturing: We had sufficient raw material stock for 2 months, however, our production was affected by staff shortage and facilities closure during lockdown.
 3.Marketing: We launched our sales campaign in late 2019 and we generated revenue the first time in the history of the Company at the end of 2019 fiscal year. Our sales and marketing plans were disrupted by COVID-19 pandemic because almost all the hospitals in China were dealing with COVID-19 and non-essential operations were postponed or cancelled.

 

The Company has been working with its business partners and workforce through crisis planning, effective communication and co-operation to minimize the negative impact of COVID-19.

 

Finance Costs

 

As of October 31, 2020 and 2019, the Company owed $880,108 and $824,705 respectively to a stockholder – Titan Technology Development Limited, which is unsecured and repayable on demand. Interest is charged at 7% per annum on the amount owed.

 

As of October 31, 2020 and 2019, the Company owed $2,068,471 and $1,802,625 to Chi Fung Yu, $2,327,850 and $2,835,785 to Tie Jun Chen, $41,742 and $37,701 to Que Feng, $267,449 and $240,527 to Shenzhen Hygeian Medical Device Company, Limited., which are unsecured and repayable on demand. Interest is charged at 7% per annum on the amount owed.

 

Total interest expenses on advances from a stockholder accrued for the years ended October 31, 2020 and October 31, 2019 are $50,065 and $48,418 for Titan Technology Development Limited.

 

Total interest expenses on advances from following related parties accrued for the years ended October 31, 2020 and October 31, 2019 are $92,625 and $93,742 for Chi Fung Yu; $152,606 and $155,444 for Tie Jun Chen; $2,007 and $2,032 for Que Feng; $13,899 and $14,067 for Shenzhen Hygeian Medical Device Company.

 

As of October 31, 2020 and October 31, 2019, the Company owed the following amounts respectively to three directors for advances made - $283,627 and $256,469 to Hui Wang; $20,930 and $23,478 to Chi Ming Yu; $3,474 and $567 to Kai Gui. These advances were made on an unsecured basis, repayable on demand and interest free.

 

Imputed interest charged at 5% per annum on the amounts owed to the directors for the years ended October 31, 2020 and 2019 respectively is $13,695 and $12,707 for Hui Wang; $0 and $0 for Chi Ming Yu and Kai Gui.

 

Income Tax

 

ABMT was incorporated in the United States and has incurred net operating loss for income tax purposes for 2020 and 2019. ABMT has net operating loss carry forwards for income taxes amounting to approximately $2,421,252 and $2,224,307 as of October 31, 2020 and 2019 respectively 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, 2020 and 2019 was $797,623 and $756,265 respectively. The net change in the valuation allowance for 2020 was an increase of $41,358.

 

Masterise was incorporated in the BVI and under current law of the BVI, is not subject to tax on income.

 

 22 
   

 

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 only started to generated revenue at the end of fiscal year and it has incurred losses.

 

Other Income/(Expenses)

 

Other expenses for the years ended October 31, 2020 and 2019 were $225,376 and $344,082 respectively. Comparing with prior year, the other expenses were reduced by $118,706 or 34.5%. There were no substantial changes in other income/expenses except the added in government grants and interest on lease liabilities. During the year ended 31 October 2020, the Company was awarded a government grant equivalent to US$125,806 by the government of Shenzhen Longgang District where our facilities are located. The grant was a Biomedical Incentive Award recognizing the Company’s achievement of obtaining a Class III medical device permit from China’s NMPA.

 

Net Loss

 

As reflected in the accompanying audited consolidated financial statements, the Company has an accumulated deficit of $10,256,364 at October 31, 2020 that includes a net loss of $672,000 for the year ended October 31, 2020. We started to generate revenue at the end of 2019 fiscal year from inception, but our marketing campaign was disrupted by the COVID-19 pandemic. Revenue income from our PA Screws sales was not sufficient to meet operating expenses for the upkeep of the Company and the clinical trials.

 

Liquidity and Capital Resources

 

We had a working capital deficit of $7,533,045 at October 31, 2020 compared to a working capital deficit of $6,577,273 as of October 31, 2019. Our working capital deficit increased as a result of the fact that we only started to market of our NMPA approved PA Screw in China at the end of 2019 fiscal year, and the company has to put resources to market its products, complete the clinical trials of other products. Although we began to generate revenues at the end of 2019 fiscal year, the first time in the Company’s history, our marketing campaign was disrupted by the COVID-19 pandemic and the revenue income was not sufficient. Our main source of financing during the year came in the form of PA Screws sales and loan from our related parties and stockholders.

 

Cash Flows

 

Net Cash Generated from Operating Activities

 

Net cash generated from operating activities was $646,660 in the year ended October 31, 2020. This amount was attributable primarily to the net loss after adjustment for non-cash items, such as depreciation and imputed interest on advances from directors.

 

Net Cash Used in Investing Activities

 

We recorded $30,706 net cash used in investing activities in the year ended October 31, 2020. This amount reflected purchases of property and equipment, primarily for research and development to our facilities.

 

Net Cash Used in Financing Activities

 

Net cash used in financing activities in the year ended October 31, 2020 was $427,821, 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 marketing of our products and 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 products and common stock to fund our business plan should we decide to proceed. We anticipate our sales revenue will not meet our financial needs in 2021 and we need 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, 2020, will be insufficient to meet our cash needs. The management is actively marketing its product, pursuing additional funding and strategic partners, which will enable the Company to implement our business plan, business strategy, to continue research and development, manufacturing and marketing our products, clinical trials or further development that may arise.

 

 23 
   

 

Going Concern

 

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $10,256,364 as of October 31, 2020 that includes a net loss of $672,000 for the year ended October 31, 2020. The Company’s total current liabilities exceed its total current assets by $7,533,045.

 

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 upon the Company’s ability to generating revenue, 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 marketing its products, 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.

 

As of October 31, 2020, loans from the Company’s stockholder, three directors, three related parties and a non-related third party totaling $5,893,651 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 placements funding which would ensure continued operations. The Company launched the sales campaign for its NMPA approved PA Screws at the end of fiscal year ended October 31, 2019 and continuously generated revenue since then. The Company believes its revenue will gradually increase during 2021.

 

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 of the assets are 5 years.

 

 24 
   

 

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.

 

Long-lived assets, such as property, plant and equipment are reviewed for impairment whenever events or changes in circumstances indicate that the book value of the asset may not be recoverable. Impairment of the carrying value of long-lived assets would be indicated if the best estimate of future undiscounted cash flows expected to be generated by the asset grouping is less than its carrying value. If an impairment is indicated, any loss is measured as the difference between estimated fair value and carrying value and is recognized in operating income. For the years ended October 31, 2020 and 2019, the company has not recognized any impairment charges.

 

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, other payables and accrued expenses, due to a stockholder, directors and 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 grants are recognized when there is reasonable assurance that the Company complies with any conditions attached to them and the grants will be received.

 

5.Revenue recognition

 

Revenue from contract with customers is recognized when control of goods is transferred to a customer, at an amount that reflects the consideration to which the Company expects to be entitled in exchange for those goods. Control is considered to be transferred when the customer has the ability to direct the use of and obtain substantially all of the remaining benefits of that good, generally on delivery of the goods.

 

Revenues are generated from manufacturing and supply of biomaterial internal fixation devices, which are sold through its network of distributors/agents and direct sales channels. Our performance obligations are satisfied at a point in time. Our contracts have an anticipated duration of less than a year.

 

Actual returns and claims in any future period are inherently uncertain and thus may differ from our estimates. If actual or expected future returns and claims are significantly greater or lower than the reserves that we have established, we will record a reduction or increase to net revenue in the period in which we make such a determination.

 

6.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.

 

 25 
   

 

7.Research and Development

 

Research and development costs related to both present and future products are expensed as incurred.

 

8.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 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

 

There has been no newly effective accounting pronouncement that has significance, or potential significance, to our consolidated financial statements.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoptions of any such pronouncements may be expected to cause a material impact on the financial condition or the results of operations. The Company will carefully analyze these recently accounting pronouncements and take action to adopt them as required.

 

ITEM 7A. 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 under this item.

 

 26 
   

 

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

 

ADVANCED BIOMEDICAL TECHNOLOGIES, INC.

AND SUBSIDIARIES

 

CONSOLIDATED FINANCIAL STATEMENTS

AS OF OCTOBER 31, 2020

 

 27 
   

 

ADVANCED BIOMEDICAL TECHNOLOGIES, INC.

AND SUBSIDIARIES

 

CONTENTS

 

 Pages
  
Reports of Independent Registered Public Accounting FirmF-2
  
Consolidated Balance SheetsF-3
  
Consolidated Statements of Operations and Comprehensive LossF-4
  
Consolidated Statements of Stockholders’ DeficitF-5
  
Consolidated Statements of Cash FlowsF-6
  
Notes to Consolidated Financial StatementsF-7 – F-15

 

 F-1 
   

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Advanced Biomedical Technologies, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying consolidated balance sheets of Advanced Biomedical Technologies, Inc. and subsidiaries (the “Company”) as of October 31, 2020 and 2019, and the related consolidated statements of operations and comprehensive loss, changes in equity and cash flows for each of the years in the two-year period ended October 31, 2020, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of October 31, 2020 and 2019, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2020, 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 has suffered from losses from operation and significant accumulated deficits. The Company comes to have insufficient cash flows generated from operations and provided for development. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

 

/s/ Centurion ZD CPA & Co. 
  
Centurion ZD CPA & Co. 
  
We have served as the Company’s auditor since 2016. 
  

Hong Kong, China

 
January 29, 2021 

 

 F-2 
   

 

ADVANCED BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS

 

  October 31, 2020  October 31, 2019 
       
ASSETS      
         
CURRENT ASSETS        
Cash and cash equivalents $201,664  $5,592 
Other receivables and prepaid expenses  29,260   49,767 
Inventory  100,026   64,107 
Total current assets  330,950   119,466 
         
NON-CURRENT ASSETS        
Property and equipment, cost  552,423   534,666 
Less: Accumulated depreciation  (446,949)  (435,632)
Property and equipment, net  105,474   99,034 
Operating lease right-of-use assets  32,802   - 
Total non-current assets  138,276   99,034 
         
TOTAL ASSETS $469,226  $218,500 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT        
         
CURRENT LIABILITIES        
Other payables and accrued expenses  1,942,316   674,882 
Operating lease liabilities, current portion  28,028   - 
Due to directors  308,031   280,514 
Due to a stockholder  880,108   824,705 
Advances from related parties  4,705,512   4,916,638 
Total current liabilities  7,863,995   6,696,739 
         
NON-CURRENT LIABILITIES        
Operating lease liabilities, less current portion  7,029   - 
         
STOCKHOLDERS’ DEFICIT        
Common stock, $0.00001 par value, 100,000,000 shares authorized, 70,224,850 and 69,874,850 issued and outstanding as of October 31, 2020 and October 31, 2019  702   698 
Additional paid-in capital  2,824,279   2,768,138 
Stock-based compensation reserves  8,160   - 
Accumulated deficit  (10,256,364)  (9,581,438)
Accumulated other comprehensive income  21,425   334,363 
         
Total stockholders’ deficit  (7,401,798)  (6,478,239)
         
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT $469,226  $218,500 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-3 
   

 

ADVANCED BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

 

  Years ended 
  October 31, 2020  October 31, 2019 
SALES $123,587  $11,657 
Cost of sales  (51,817)  (7,596)
Gross margin  71,770   4,061 
         
OPERATING EXPENSES        
General and administrative expenses  224,459   324,010 
Research and development  182,959   263,639 
Depreciation  17,025   21,150 
Depreciation on right-of-use assets  43,341   - 
Stock-based compensation expenses  50,610   - 
Total Operating Expenses  518,394   608,799 
         
LOSS FROM OPERATIONS  (446,624)  (604,738)
         
OTHER (EXPENSES) INCOME        
Government grants  125,806   - 
Interest income  44   24 
Interest paid to a stockholder and related parties  (311,202)  (313,703)
Interest on lease liabilities  (4,046)  - 
Imputed interest  (13,695)  (12,707)
Other, net  (22,283)  (17,696)
Total Other (Expenses) Income, net  (225,376)  (344,082)
         
LOSS BEFORE TAXES  (672,000)  (948,820)
Income tax expense  -   - 
NET LOSS  (672,000)  (948,820)
Net loss attributable to non-controlling interests  -   - 
NET LOSS ATTRIBUTABLE TO ABMT COMMON STOCKHOLDERS  (672,000)  (948,820)
         
OTHER COMPREHENSIVE INCOME/(LOSS)        
Foreign currency translation gain/(loss)  (312,938)  61,636 
Total other comprehensive income/(loss)  (312,938)  61,636 
         
COMPREHENSIVE LOSS ATTRIBUTABLE TO ABMT COMMON STOCKHOLDERS $(984,938) $(887,184)
         
Net loss per share-basic and diluted        
- basic and diluted $(0.01) $(0.01)
         
        
Weighted average number of shares outstanding during the year        
- basic  69,944,658   69,626,220 
- diluted  70,104,002   69,626,220 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-4 
   

 

ADVANCED BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT

 

                 Accumulated    
  Common stock  Additional  Stock-based     other    
  Number     paid-in  compensation  Accumulated  comprehensive    
  of shares  Amount  capital  reserve  deficit  loss  Total 
Balance at October 31, 2017  69,374,850  $694  $2,673,620  $-  $(7,679,298) $9,957  $(4,995,027)
                             
Stock issued for services ($0.211 per share)  250,000   2   52,748   -   -   -   52,750 
                             
Imputed interest on advances from directors  -   -   13,815   -   -   -   13,815 
                             
Net loss for the year  -   -   -   -   (953,320)  -   (953,320)
                             
Foreign currency translation gain  -   -   -   -   -   262,770   262,770 
                             
Balance at October 31, 2018  69,624,850  $696  $2,740,183  $-  $(8,632,618) $272,727  $(5,619,012)
                             
Stock to be issued ($0.061 per share)  250,000   2   15,248   -   -   -   15,250 
                             
Imputed interest on advances from directors  -   -   12,707   -   -   -   12,707 
                             
Net loss for the year  -   -   -   -   (948,820)  -   (948,820)
                             
Foreign currency translation gain  -   -   -   -   -   61,636   61,636 
                             
Balance at October 31, 2019  69,874,850  $698  $2,768,138  $-  $(9,581,438) $334,363  $(6,478,239)
                             
Effect of adoption of ASU 2016-02  -   -   -   -   (2,926)  -    (2,926)
                             
Stock issued for services ($0.042 per share)  100,000   2   4,198   -   -   -   4,200 
                             
Stock issued for services ($0.153 per share)  250,000   2   38,248   -   -   -   38,250 
                             
Imputed interest on advances from directors  -   -   13,695   -   -   -   13,695 
                             
Stock-based compensation expenses  -   -   -   8,160   -   -   8,160 
                             
Net loss for the year  -   -   -   -   (672,000)  -   (672,000)
                             
Foreign currency translation loss  -   -   -   -   -   (312,938)  (312,938)
                             
Balance at October 31, 2020  70,224,850  $702  $2,824,279  $8,160  $(10,256,364) $21,425  $(7,401,798)

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-5 
   

 

ADVANCED BIOMEDICAL TECHNOLOGIES, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS

 

  Year ended 
  October 31, 
  2020  2019 
CASH FLOWS FROM OPERATING ACTIVITIES        
Net loss attributable to ABMT common stockholders $(672,000) $(948,820)
Adjustments to reconcile net loss to cash generated from (used in) operating activities:        
Depreciation on property & equipment  17,025   21,150 
Depreciation on right-of-use assets  43,341   - 
Loss on disposal of property & equipment  3,953   - 
Imputed interest  13,695   12,707 
Interest on lease liabilities  4,046   - 
Shares issued for services  50,610   15,250 
Net exchange difference  (3)  - 
Changes in operating assets and liabilities        
Decrease (Increase) in:        
Inventory  (31,284)  (65,473)
Other receivables and prepaid expenses  23,673   (17,745)
Depreciation allocated to inventory  8,432   404 
Increase in:        
Other payables and accrued expenses  1,185,172   239,997 
Net cash generated from/(used in) in operating activities  646,660   (742,530)
         
CASH FLOWS FROM INVESTING ACTIVITIES        
Purchase of property and equipment  (30,706)  (18,565)
Net cash used in investing activities  (30,706)  (18,565)
         
CASH FLOWS FROM FINANCING ACTIVITIES        
Due to a stockholder  54,285   105,877 
Due to directors  13,694   9,078 
Due to related parties  (447,623)  644,887 
Principal element of lease rental paid  (44,131)  - 
Interest element of lease rental paid  (4,046)  - 
Net cash provided by (used in) financing activities  (427,821)  759,842 
         
EFFECT OF EXCHANGE RATE CHANGES ON CASH AND CASH EQUIVALENTS  7,939   (15)
         
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS  196,072   (1,268)
         
CASH AND CASH EQUIVALENTS AT THE BEGINNING OF YEAR  5,592   6,860 
         
CASH AND CASH EQUIVALENTS AT THE END OF YEAR $201,664  $5,592 
         
Supplemental of cash flow information        
Interest income $44  $24 
         
Other non cash items        
Interest expenses $315,248  $313,703 

 

The accompanying notes are an integral part of these consolidated financial statements

 

 F-6 
   

 

ADVANCED BIOMEDICAL TECHNOLOGIES, INC.

AND SUBSIDIARIES

(A DEVELOPMENT STAGE COMPANY)

 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 

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 China Food and Drug Administration (“CFDA”, formerly known as “SFDA”) of the PRC on its products. The Company has no revenue since its inception and, in accordance with Accounting Standards Codification (“ASC”) Topic 915, “Development Stage Entities”, 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 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 an 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.

 

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.

 

 F-7 
   

 

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 noncontrolling stockholders’ 30% proportionate share of the results of Shenzhen Changhua.

 

All significant inter-company balances and transactions have been eliminated in consolidation.

 

 (C)Use of estimates

 

The preparation of the financial statements in conformity with generally accepted accounting principles in the United States 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.

 

 (D)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, 2020 and 2019, 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.

 

 (E)Inventories

 

Raw materials, work in progress and finished goods are stated at the lower of cost and net realisable value. Cost comprises direct materials, direct labour and an applicable proportion of production overheads. Production overheads are allocated to inventories on the basis of normal operating capacity. Costs are assigned to individual inventory items on weighted average costs basis. Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated selling costs.

 

 (F)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.

 

 (G)Long-lived assets

 

The Company accounts for long-lived assets under the FASB Codification Topic 360 (ASC 360) “Accounting for Impairment or Disposal of Long-Lived Assets”. In accordance with ASC Topic 360, long-lived 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, when undiscounted future cash flows will not be sufficient to recover an asset’s carrying amount, the asset is written down to its fair value. The long-lived assets of the Company, which are subject to evaluation, consist primarily of property and equipment. For the years ended October 31, 2020 and 2019, the Company has not recognized any allowances for impairment.

 

 F-8 
   

 

 (H)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 other payables and accrued liabilities and due to directors, a stockholder and 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.

 

 (I)Stock-based compensation

 

The fair value of services received, as measured at the fair value of stock granted at the grant date, is expensed in the statements of operations and comprehensive loss with a corresponding increase in the common stock and additional paid-in capital where applicable.

 

Where the shares are granted for services to be rendered over a period of time, the fair value of the stock granted is accounted for as a prepayment with a corresponding increase in the common stock and additional paid-in capital where applicable. This prepaid stock-based compensation is amortized as an expense on a straight-line basis over the period for which the services are rendered.

 

Where, pursuant to an agreement, the stock of the Company is to be granted for services being rendered, the fair value of the stock-based compensation is credited to the stock-based compensation reserve which will be transferred to common stock and additional paid-in-capital upon the actual granting of the shares. The stock-based compensation would be amortized as an expense on a straight-line basis over the period for which the services are rendered.

 

 (J)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.

 

We assess our income tax positions and record tax benefits for all years subject to examination based upon our evaluation of the facts, circumstances and information available at the reporting date. For those tax positions where there is greater than 50% likelihood that a tax benefit will be sustained, we have recorded the largest amount of tax benefit that may potentially be realized upon ultimate settlement with a taxing authority that has full knowledge of all relevant information. For those income tax positions where there is a 50% or less likelihood that a tax benefit will be sustained, no tax benefit has been recognized in the financial statements.

 

 (K)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 years ended October 31, 2020 and 2019 were $182,959 and $263,639 respectively.

 

(L)Foreign currency translation

 

The reporting currency of the Company is the US dollar. ABMT, Masterise and Shenzhen Changhua maintain their accounting records in their functional currencies of US$, HK$ and 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.

 

 F-9 
   

 

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, 2020 October 31, 2019
 Balance sheet items, except for share capital, additional paid-in capital and accumulated deficits, as of year end 

 

 

US$1=HK$7.7548=RMB6.6919

 

 

 

US$1=HK$7.8376=RMB7.0379

 

Amounts included in the statements of operations and cash flows for the year

 

 

 

US$1=HK$7.7660=RMB6.9743

 

 

 

US$1=HK$7.8366=RMB6.8911

 

The translation (loss) and gain recorded for the years ended October 31, 2020 and 2019 were $(312,938) and $61,636 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.

 

 (M)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 or loss in the statements of operations and stockholders’ deficit. Other comprehensive (loss) and gain for the years ended October 31, 2020 and 2019 were $(312,938) and $61,636 respectively.

 

 (N)Earnings/(Loss) per share

 

Basic earnings/(loss) per share are computed by dividing income available to stockholders by the weighted average number of shares outstanding during the year. Diluted earnings per share is computed similar to basic earnings 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. However, the diluted loss per share will not be computed because of the anti-dilutive effect. There are no potentially dilutive securities as at October 31, 2020 and October 31, 2019.

 

 (O)Segments

 

The Company operates in only one business segment and one geographic region, thereafter segment disclosure is not presented.

 

 (P)Recent Accounting Pronouncements

 

There has been no newly effective accounting pronouncement that has significance, or potential significance, to our consolidated financial statements.

 

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoptions of any such pronouncements may be expected to cause a material impact on the financial condition or the results of operations. The Company will carefully analyze these recently accounting pronouncements and take action to adopt them as required.

 

 F-10 
   

 

2.PROPERTY AND EQUIPMENT

 

The following is a summary of property and equipment at October 31, 2020 and 2019:

 

  October 31, 
  2020  2019 
       
Plant and machinery $356,132  $309,626 
Motor vehicles  -   39,174 
Office equipment  39,668   36,696 
Computer software  5,017   5,017 
Office improvements  151,606   144,153 
         
   552,423   534,666 
Less: accumulated depreciation  446,949   435,632 
         
Property and equipment, net $105,474  $99,034 

 

Depreciation expense for the years ended October 31, 2020 and 2019 was $17,025 and $21,150 respectively.

 

3.OTHER PAYABLES AND ACCRUED EXPENSES

 

Other payables and accrued expenses at October 31, 2020 and 2019 consisted of the followings:

 

  October 31, 
  2020  2019 
       
Trade payables $234  $2,493 
Contract liabilities  1,343,281   135,942 
Other payables  224,151   213,132 
Accrued expenses  374,650   323,315 
         
  $1,942,316  $674,882 

 

Movements in contract liabilities during the reporting periods are as follows:

 

  Related  Non-related    
  parties  parties  Total 
          
At 1 November 2018 $-  $-  $- 
Deposit received  141,440   15,220   156,660 
Revenue recognised  (11,657)  -   (11,657)
VAT and other tax paid  (4,066)  (2,099)  (6,165)
Exchange realignment  (2,622)  (274)  (2,896)
             
At 30 October and 1 November 2019  123,095   12,847   135,942 
Revenue recognised  (110,899)  (12,964)  (123,863)
VAT paid  (12,732)  -   (12,732)
Deposits received  1,288,311   -   1,288,311 
Exchange realignment  55,506   117   55,623 
             
At 31 October 2020 $1,343,281  $-  $1,343,281 

 

 F-11 
   

 

4.RELATED PARTY TRANSACTIONS

 

As of October 31, 2020 and 2019, the Company owed $880,108 and $824,705 respectively to Titan Technology Development Limited, a stockholder.

 

As of October 31, 2020 and 2019, amount due to related parties were as follows:

 

  As at October 31, 
  2020  2019 
Advances from related parties:        
Chi Fung Yu $2,068,471  $1,802,625 
Que Feng  41,742   37,701 
Tie Jun Chen  2,327,850   2,835,785 
Shenzhen Hygeian Medical Device Co., Ltd.  267,449   240,527 
         
Total advances from related parties  4,705,512   4,916,638 
Due to directors  308,031   280,514 
Due to a stockholder  880,108   824,705 
Contract liabilities  1,343,281   123,095 
Total amount due to related parties $7,236,932  $6,144,952 

 

Sales for the year ended 31 October 2020 and 2019 amounted to US$110,899 and US$11,657 respectively were to a company in which Mr. Tie Jun Chen has a significant equity interest. Advance payments for undelivered goods are recognised as contract liabilities at the end of the reporting period.

 

Advances from a stockholder and related parties are unsecured, repayable on demand and bearing interest at 7% per annum. Interest expenses on advances from a stockholder and the related parties accrued for the years ended October 31, 2020 and 2019 were as follows:

 

  Year ended October 31, 
  2020  2019 
       

Titan Technology Development Limited, a stockholder of the Company

 $

50,065

   

48,418

 
Related parties:     
Chi Fung Yu  92,625   93,742 
Que Feng  2,007   2,032 
Tie Jun Chen  152,606   155,444 
Shenzhen Hygeian Medical Device Co., Ltd.  13,899   14,067 
         
Interest expenses to a stockholder and related parties $311,202  $313,703 

 

As of October 31, 2020 and 2019, advances from directors were as follows:

 

  As at October 31, 
  2020  2019 
       
Wang Wei $283,627  $256,469 
Kai Gui  3,474   567 
Chi Ming Yu  20,930   23,478 
         
Amount due to directors $308,031  $280,514 

 

Advances from directors were unsecured, repayable on demand and interest free. Imputed interests on the amounts owed to Wang Wei, a director, were $13,695 and $12,707 for the years ended October 31, 2020, and 2019 respectively.

 

 F-12 
   

 

5.STOCKHOLDERS’ DEFICIENCY

 

Common stock

 

On December 8, 2011, the Company issued 100,000 shares of restricted common stock at $0.2 to Dr. John Lynch, the Company’s chief officer of dental technologies, for services for a term of twelve months. The shares were valued at the closing price on the date of grant yielding an aggregate fair value of $20,000, fully recognised in prior years as consultancy fees included in general and administrative expenses.

 

On 28 October 2013, the Company issued 150,000 shares of restricted common stock as directors’ services compensation for past services to each of Mr. Chi Ming Yu and Kai Gui, directors of the Company. The shares were valued at the closing price of $0.71 per share on the date of grant, yielding an aggregate fair value of $213,000.

 

On 13 November 2015, $106,506 of the interest payable to a Company’s stockholder and $393,494 of the interest payable to two related parties, totaled $500,000, were converted into 10,000,000 shares of common stock at a conversion price of $0.05 per share and which were issued to the said stockholder.

 

On 31 March 2016, the Company issued 100,000 and 150,000 shares of restricted common stock as directors’ compensation for past services to Mr. Chi Ming Yu and Mr. Kai Gui, directors of the Company respectively. The shares were valued at the closing price of $0.21 per share on the date of grant, yielding an aggregate fair value of $52,500.

 

On 28 April 2017, the Company issued 100,000 and 150,000 shares of restricted common stock as directors’ compensation for past services to Mr. Chi Ming Yu and Mr. Kai Gui, directors of the Company respectively. The shares were valued at the closing price of $0.15 per share on the date of grant, yielding an aggregate fair value of $37,500.

 

On 23 October 2018, the Company issued 100,000 and 150,000 shares of restricted common stock as directors’ compensation for past services to Mr. Chi Ming Yu and Mr. Kai Gui, directors of the Company respectively. The shares were valued at the closing price of $0.211 per share on the date of grant, yielding an aggregate fair value of $52,750.

 

On 30 October 2019, the Company issued 100,000 and 150,000 shares of restricted common stock as directors’ compensation for past services to Mr. Chi Ming Yu and Mr. Kai Gui, directors of the Company respectively. The shares were valued at the closing price of $0.061 per share on the date of grant, yielding an aggregate fair value of $15,250.

 

On March 1, 2020 the Company and Mr. Puyi Sheng entered into an agreement to appoint the Mr. Sheng as the Chief Medical Officer for a term of 36 months. Pursuant to the Agreement, the Company has issued to Mr. Sheng 100,000 shares of the Company’s common stock (“the Shares”). The shares were valued at the closing price of US$0.042 on the date of grant yielding an aggregate fair value of $4,200, fully recognised as consultancy fees included in general and administrative expenses for the current year. The Company agrees to issue to Mr. Sheng 80,000 shares at the end of each 12-month term effective from 1 March 2020.

 

On 27 October 2020, the Company issued 100,000 and 150,000 shares of restricted common stock as directors’ compensation for past services to Mr. Chi Ming Yu and Mr. Kai Gui, directors of the Company respectively. The shares were valued at the closing price of $0.153 per share on the date of grant, yielding an aggregate fair value of $38,250.

 

 F-13 
   

 

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 $27,662 and $71,247 for the years ended October 31, 2020 and 2019 respectively. The Chinese government is responsible for the medical benefits and the pension liability to be paid to these employees.

 

 (B)Leases

 

The Company adopted ASU 2016-02 on November 1, 2019 using the modified retrospective adoption method. The reported results for year ended October 31, 2020 reflect the adoption of ASC 842 guidance while the reported results for the year ended October 31, 2019 were prepared and continue to be reported under the guidance of ASC 840, Leases.

 

Pursuant to ASC 842, the Company measures right-of-use assets and recognizes lease liabilities for all leases, with exemptions for low-value assets and short-term leases of 12 months or less. The Company recognises lease liabilities and the underlying right-of-use assets in respect of two operating leases with unrelated parties for factory space and director’s quarter in the P.R.C., which are non-cancelable and expiring on dates between 28 March 2021 and 30 April 2022, and do not include options to renew. The depreciable life of right-of use assets are limited by the term of leases.

 

As of October 31, 2020, the Company has future lease payments as follows:

 

For the year ending October 31,    
2021 $29,513 
2022  7,173 
Total lease payment payables  36,686 
Short-term lease not recognized as a liability  (224)
Less: Interest element  (1,405)
Total lease liabilities  35,057 
Lease liabilities, current portion  (28,028)
Lease liabilities, non-current portion $7,029 

 

The Company leased from a third party office space at monthly rent prevailing at October 31, 2020 of $1,945 (2019: $1,850). This operating lease expired on July 20, 2015. The Company continues to lease this premises at same monthly rent pending a formal renewal of the lease.

 

 (C)Capital commitments

 

As of October 31, 2020, The Company has no outstanding commitments contracted for, net of deposit paid, in respect of acquisitions of plant and machineries (2019: US$7,235).

 

7.INCOME TAX

 

ABMT was incorporated in the United States and has incurred net operating loss for income tax purposes for 2020 and 2019. ABMT has net operating loss carry forwards for income taxes amounting to approximately $2,421,252 and $2,224,307 as of October 31, 2020 and 2019 respectively 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, 2020 and 2019 was $797,623 and $756,265 respectively. The net change in the valuation allowance for 2020 was an increase of $41,358.

 

Masterise was incorporated in the BVI and under current law of the BVI, is not subject to tax on income.

 

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. The losses cannot be carried forward as Shenzhen Changhua has not yet commenced operation.

 

 F-14 
   

 

8.CONCENTRATIONS AND RISKS

 

As at October 31, 2020 and 2019, 98% and 2% of the Company’s assets were located in the P.R.C. and the United States respectively.

 

9.GOING CONCERN

 

As reflected in the accompanying consolidated financial statements, the Company has an accumulated deficit of $10,256,364 as of October 31, 2020 that includes a net loss of $672,000 for the year ended October 31, 2020. The Company’s total current liabilities exceed its total current assets by $7,533,045. 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.

 

To continue as a going concern, the Company is actively pursuing additional funding and strategic partners to enable it 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 EVENT

 

The Company has evaluated the existence of significant events subsequent to the balance sheet date through the date the financial statements were issued and has determined that there were no subsequent events or transactions which would require recognition or disclosure in the financial statements.

 

 F-15 
   

 

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

 

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.

 

ITEM 9A. CONTROLS AND PROCEDURES.

 

Evaluation of Disclosure Controls and Procedures

 

We have established disclosure controls and procedures, as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Our disclosure controls and procedures are designed to ensure that material information relating to us, including our consolidated subsidiaries, is made known to our principal executive officer and principal financial officer by others within our organization. Under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, we conducted an evaluation of the effectiveness of our disclosure controls and procedures as of October 31, 2020 to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is accumulated and communicated to our management, including our principal executive officer and principal financial officer as appropriate, to allow timely decisions regarding required disclosure. Based on this evaluation, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective as of October 31, 2020.

 

Management’s Annual Report on Internal Control Over Financial Reporting

 

Under the supervision and with the participation of our then principal executive officer and principal financial officer, we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended, as of October 31, 2020. Based on this evaluation, the management concluded that the disclosure controls and procedures were ineffective at such time to ensure that information required to be disclosed by the company in the reports filed or submitted under the Exchange Act were recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. Our principal executive officer and principal financial officer also concluded that our disclosure controls, which are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to management, were inappropriate to allow timely decisions regarding required disclosure.

 

Based on officers’ assessment, the Company determined that there were material weaknesses in its internal control over financial reporting as of October 31, 2020 based on the material weaknesses described below:

 

 Because the Company consists of one person who acts as the financial officer, operating officer, secretary and director of the Company, there are limited internal controls over information processing.
 There is an inadequate segregation of duties consistent with control objectives as financial reporting function is composed of only one person. In order to remedy this situation, we would need to hire additional staff to provide greater segregation of duties. Currently, it is not feasible to hire additional staff to obtain optimal segregation of duties. Management will reassess this matter after the Company has obtained additional financial resources to determine whether improvement in segregation of duty is feasible.
 The Company does not have a formal audit committee with a financial expert, and thus the Company lacks of effective Board oversight role within the financial reporting process.
 There is a lack of formal policies and procedures necessary to adequately review significant accounting transactions and activities.

 

The Company utilizes a third-party independent contractor for the preparation of its financial statements. Although the financial statements and footnotes are reviewed by our management, we do not have a formal policy to review significant accounting transactions and the accounting treatment of such transactions. The third-party independent contractor is not involved in the day-to-day operations of the Company and may not provide financial information from and to the management on a timely basis to allow for adequate reporting/consideration of certain transactions.

 

Changes in Internal Control Over Financial Reporting

 

During the year ended October 31, 2020, there were no significant changes in our internal control over financial reporting that materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 28 
   

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

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  47 President, Director
Hui Wang  51 Chief Executive Officer, Director
Kai Gui  51 Director, Secretary, Chief Financial Officer, Chief Operating Officer
Puyi Sheng  53 Chief Medical Officer

 

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. From 2003 to present, Mr. Yu worked as Vice President at Titan Technology Development Ltd. Mr. Yu studied Computer Science at Rutgers University, New Jersey. Mr. Yu has extensive knowledge of the Company’s product line, and is fluent in several languages, including English and Chinese. The Board concluded that Mr. Yu should serve as a Director due to his background in the Company’s product line together with his communication skills

 

Hui Wang, Director and Chief Executive Officer, started her career at Hainan Xinte Pharmaceutical Ltd in China in 1990. 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, from 1995 to 2000 and as General Manager with Hainan Yichen Pharmaceutical Ltd. from 2001 to 2004. 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. The Board concluded that Hui Wang should serve as a Director due to her skills and experience in pharmaceutical sales and business development.

 

Kai Gui, Director, Secretary, Chief Financial Officer and Chief Operating 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 from 1994 to 2008. Beginning in 2000 Mr. Gui participated in several business projects involving Chinese publicly listed companies. He was the Director of China Feed Industry Association Information Centre’s European Office. He is Vice President of Titan Technology Development Ltd. After graduating from the University of Westminster in London, Mr. Gui took a Post-graduate course in Financial Management at Middlesex University in London. The Board concluded that Kai Gui should serve as a Director due to his business experience and financial management skills.

 

Puyi Sheng, Chief Medical Officer, is a professor and surgeon, specializing in Primary and Revision Arthroplasties, and Joint Surgery. Prof. Sheng currently serves as the vice director of the Department of Orthopaedic Surgery, the vice director of the Department of Joint Surgery in the First Affiliated Hospital of Sun Yat-sen University, professor and PhD student mentor of Sun Yat-sen University in Guangzhou, China. Prof. Sheng received his Bachelor and Master degrees from Sun Yat-Sen University of Medical Sciences, he received his PhD in Bone Science from Sun Yat-sen University in China and PhD in Surgery from Tampere University in Finland. During his career as an orthopaedic surgeon for over 20 years, Prof. Sheng has served in various capacities at different medical institutions including the First Affiliated Hospital of Sun Yat-Sen University in China, Coxa Hospital for Joint Replacement in Finland and Nagoya University in Japan. Prof. Sheng has published 48 science papers as author or co-author. The Board concluded that Prof. Sheng’s scientific and strategic input and advice will help the Company’s research and development projects and he should serve as the Company’s Chief Medical Officer.

 

Involvement in Certain Legal Proceedings

 

To the best of our knowledge, none of our directors or executive officers, during the past ten years, has been involved in any legal proceeding of the type required to be disclosed under applicable SEC rules, including:

 

 1.Any petition under the Federal bankruptcy laws or any state insolvency law being filed by or against, or a receiver, fiscal agent or similar officer being appointed by a court for the business or property of such 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 at or within two years before the time of such filing;

 

 29 
   

 

 2.Conviction in a criminal proceeding, or being a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

 

 3.Being 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, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
   
 ii.Engaging in any type of business practice; or
   
 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 commodities laws;

 

 4.Being 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 in paragraph (3)(i) of this section, or to be associated with persons engaged in any such activity;
   
 5.Being 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 such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
   
 6.Being 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;
   
 7.Being the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

 

 i.Any Federal or State securities or commodities law or regulation; or
   
 ii.Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
   
 iii.Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

 

 8.Being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Audit Committee and Charter

 

We do not have an independent audit committee of the board. Our board of directors also performs audit committee functions due to our small company size and limited human resources. 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.

 

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.

 

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ITEM 11. EXECUTIVE COMPENSATION

 

The following table sets forth information with respect to compensation paid by the registrant to its officers during the last completed fiscal year ended October 31, 2020 and 2019.

 

Executive Officer Compensation Table
  Fees                   
  Earned           Nonqualified       
  or        Non-Equity  Deferred       
  Paid in  Stock  Option  Incentive Plan  Compensation  All Other    
  Cash  Awards  Awards  Compensation  Earnings  Compensation  Total 
Name (US$)  (US$)  (US$)  (US$)  (US$)  (US$)  (US$) 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
                      
Hui Wang (Oct 31, 2020) $34,602       0      0        0        0        0  $34,602 
(Oct 31, 2019) $35,019   0   0   0   0   0  $35,019 
Chi Ming Yu (Oct 31, 2020)  0   0   0   0   0   0   0 
(Oct 31, 2019)  0   0   0   0   0   0   0 
Kai Gui (Oct 31, 2020)  0   0   0   0   0   0   0 
(Oct 31, 2019)  0   0   0   0   0   0   0 
Puyi Sheng (Oct 31, 2020)  0   4,200   0   0   0   0   

4,200

 
(Oct 31, 2019)  0   0   0   0   0   0   0 

 

The following table sets forth information with respect to compensation paid by the registrant to its directors during the last completed fiscal year ended October 31, 2020 and 2019.

 

Director Compensation
  Fees                   
  Earned           Nonqualified       
  or        Non-Equity  Deferred       
  Paid in  Stock  Option  Incentive Plan  Compensation  All Other    
  Cash  Awards  Awards  Compensation  Earnings  Compensation  Total 
Name (US$)  (US$)  (US$)  (US$)  (US$)  (US$)  (US$) 
(a) (b)  (c)  (d)  (e)  (f)  (g)  (h) 
                      
Hui Wang (Oct 31, 2020) 0  0  0  0  0  0  0 
(Oct 31, 2019)     0   0      0        0         0         0   0 
Chi Ming Yu (Oct 31, 2020)  0   15,300   0   0   0   0   15,300 
(Oct 31, 2019)  0   6,100   0   0   0   0   6,100 
Kai Gui (Oct 31, 2020)  0   22,950   0   0   0   0   22,950 
(Oct 31, 2019)  0   9,150   0   0   0   0   9,150 

 

All compensation received by our officers and directors has been disclosed.

 

There are no stock option, retirement, pension, or profit sharing plans for the benefit of our officers and directors.

 

Long-Term Incentive Plan Awards

 

We do not have any long-term incentive plans that provide compensation intended to serve as incentive for performance.

 

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.

 

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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

The registrant has no compensation plans (including individual compensation arrangements) under which equity securities of the registrant are authorized for issuance.

 

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.

 

(1) Title of Class (2) Name and address of beneficial owner (3) Amount and nature of beneficial ownership  (4) Percent of class 
Common Stock Hui Wang, CEO & Director  22,153,540   31.547%
Common Stock Chi Ming Yu, President & Director  650,000   0.926%
Common Stock Kai Gui, Secretary & Director  1,050,000   1.495%
Common Stock Puyi Sheng, Chief Medical Officer  

100,000

   

0.142

%
Common Stock 

Titan Technology Development, LTD.,

Room 1903 Hing Yip, Commercial Centre, 272

Des Voeux Road Central, Hong Kong, 718332

  24,183,359   34.437%
All Officers & Directors    23,953,540   34.11%

 

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS AND DIRECTOR INDEPENDENCE

 

As of October 31, 2020 and 2019, the Company owed $880,108 and $824,705 respectively to a stockholder – Titan Technology Development Limited, which is unsecured and repayable on demand. Interest is charged at 7% per annum on the amount owed.

 

As of October 31, 2020 and 2019, the Company owed $2,068,471 and $1,802,625 to Chi Fung Yu, $2,327,850 and $2,835,785 to Tie Jun Chen, $41,742 and $37,701 to Que Feng, $267,449 and $240,527 to Shenzhen Hygeian Medical Device Company, Limited., which are unsecured and repayable on demand. Interest is charged at 7% per annum on the amount owed.

 

Total interest expenses on advances from a stockholder accrued for the years ended October 31, 2020 and October 31, 2019 are $50,065 and $48,418 for Titan Technology Development Limited.

 

Total interest expenses on advances from following related parties accrued for the years ended October 31, 2020 and October 31, 2019 are $92,625 and $93,742 for Chi Fung Yu; $152,606 and $155,444 for Tie Jun Chen; $2,007 and $2,032 for Que Feng; $13,899 and $14,067 for Shenzhen Hygeian Medical Device Company.

 

As of October 31, 2020 and October 31, 2019, the Company owed the following amounts respectively to three directors for advances made - $283,627 and $256,469 to Hui Wang; $20,930 and $23,478 to Chi Ming Yu; $3,474 and $567 to Kai Gui. These advances were made on an unsecured basis, repayable on demand and interest free.

 

Imputed interest charged at 5% per annum on the amounts owed to the directors for the years ended October 31, 2020 and 2019 respectively is $13,695 and $12,707 for Hui Wang; $0 and $0 for Chi Ming Yu and Kai Gui.

 

Sales for the years ended 31 October 2020 and 2019 amounted to US$110,899 and US$11,657 respectively were to a company in which Mr. Tie Jun Chen has a significant equity interest. Advance payments for undelivered goods are recognised as contract liabilities at the end of the reporting period.

 

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ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

(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:

 

2020  $48,000  Centurion ZD CPA & Co.
2019  $45,000  Centurion ZD CPA & 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-approves 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 was.

 

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ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

    Incorporated by reference    
Exhibit Document Description Form Date Number Filed herewith
           
3.1 Articles of Incorporation SB-2 01-16-07 3.1  
3.2 Bylaws SB-2 01-16-07 3.2  
4.1 Specimen Stock Certificate SB-2 01-16-07 4.1  
10.1 Titan – ABMT Loan Agreement       X
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

 

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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, thereto duly authorized.

 

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.

 

Signature Title Date
     
/s/ Chi Ming Yu President and Director January 29, 2021
Chi Ming Yu (Principal Executive Officer)  
     
/s/ Kai Gui Director, Secretary and Chief Financial Officer January 29, 2021
Kai Gui (Principal Financial Officer)  
     
/s/ Hui Wang Director and Chief Executive Officer January 29, 2021
Hui Wang (Controller)  

 

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