10-Q/A

 UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

þ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2013

OR

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 0-52282

Cellular Biomedicine Group, Inc.

(Exact name of registrant as specified in its charter)

Delaware	86-1032927
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

530 University Avenue, #17

Palo Alto, CA 94301

(Address of principal executive offices)

(Zip Code)

(650) 566-5064

(Registrant’s telephone number, including area code)

________________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes þ     No o

Indicate by check mark whether the 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 than the registrant was required to submit and post such files). Yes þ     No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer," and "large accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o     No þ

As of August 5, 2013 the issuer has 6,174,519 shares of common stock, par value $.001, issued and outstanding.

EXPLANATORY NOTE

The purpose of this Amendment No. 1 (the “Amendment”) to the Cellular Biomedicine Group, Inc. Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, filed with the Securities and Exchange Commission on August 14, 2013 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language). Exhibit 101 was not accepted for filing on August 14, 2013 due to an inadvertent transmission error associated with the EDGAR filing system.

No other changes have been made to the Form 10-Q. This Amendment speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred after to the original filing date, and does not modify or in any way update disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

ITEM 6. EXHIBITS

Exhibits

Exhibit Number	Description
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Executive Officer, filed herewith.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 - Chief Financial Officer, filed herewith.
32	Certifications Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, filed herewith.
101.INS	XBRL Instance Document*
101.SCH	XBRL Taxonomy Extension Schema*
101.CAL	XBRL Taxonomy Extension Calculation Linkbase*
101.DEF	XBRL Taxonomy Extension Definition Linkbase*
101.LAB	XBRL Taxonomy Extension Label Linkbase*
101.PRE	XBRL Taxonomy Extension Presentation Linkbase*

*   XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

SIGNATURES

In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	CELLULAR BIOMEDICINE GROUP, INC.
	(Registrant)
Date: August 15, 2013	By:	/s/ Wen Tao (Steve) Liu
		Wen Tao (Steve) Liu
		Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Andrew Chan
		Andrew Chan
		Chief Financial Officer (Principal Financial and Accounting Officer)

EX-31.1

Exhibit 31.1

CERTIFICATION

I, Wen Tao (Steve) Liu, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Cellular Biomedicine Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2013

/s/ Wen Tao (Steve) Liu

Wen Tao (Steve) Liu

Chief Executive Officer

(Principal Executive Officer)

EX-31.2

Exhibit 31.2

CERTIFICATION

I, Andrew Chan, certify that:

1. I have reviewed this quarterly report on Form 10-Q/A of Cellular Biomedicine Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15-d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 15, 2013

/s/ Andrew Chan

Andrew Chan

Chief Financial Officer and Secretary

(Principal Financial and Accounting Officer)

EX-32.1

Exhibit 32.1

CERTIFICATION

In connection with the periodic report of Cellular Biomedicine Group, Inc. (the “Company”) on Form 10-Q/A for the quarter ending June 30, 2013 as filed with the Securities and Exchange Commission (the “Report”), we, Wen Tao (Steve) Liu, Chief Executive Officer (Principal Executive Officer) and Andrew Chan, Chief Financial Officer (Principal Financial and Accounting Officer) of the Company, hereby certify as of the date hereof, solely for purposes of Title 18, Chapter 63, Section 1350 of the United States Code, that to the best of our knowledge:

(1)           The Report fully complies with the requirements of Section 13(a) or 15(d), as applicable, of the Securities Exchange Act of 1934, and

(2)           The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company at the dates and for the periods indicated.

Date: August 15, 2013

/s/ Wen Tao (Steve) Liu

Wen Tao (Steve) Liu

Chief Executive Officer

(Principal Executive Officer)

/s/ Andrew Chan

Andrew Chan

Chief Financial Officer

(Principal Financial and Accounting Officer)

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12. LEASES

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

12. LEASES

Operating lease commitments

Our corporate headquarters are located at 530 University Avenue in Palo Alto, California. We currently pay rent in the amount of $1,400 per month on a month-to-month basis.

The Company also is leasing office space in Scottsdale, Arizona under a two year non-cancelable operating lease agreement initiated in August 2012. In 2012, the Company agreed to continue the lease agreement for housing in Beijing. This lease continues on a month to month basis. Rent expense for the six months ended June, 2013 and 2012 was $221,356 and $183,080, respectively, including events to related parties described in Note 13.

Additionally, the Company has agreed to enter six tenancy agreements. The details of the six tenancy agreements are as follows:

CBMG Wuxi, the lessee, has a tenancy agreement with Wuxi HuishanXin Cheng Life Technology Industry Development Co., LTD’s., the lessor, for lease of the demised premises in Room E2301, Life Technology Industry A Zone, 1619, Huishan Da Dao, Huishan District, Wuxi, P. R. China. The lease term is three years, commencing from March 1, 2011 to February 28, 2014.

CBMG Shanghai, the lessee, has a tenancy agreement with Shanghai Guilin Industry Company Ltd., the lessor, for lease of the demised premises in level 5 and level 6, Building 1,333 Guiping Road, Xuhui District, Shanghai, P.R. China. The lease term is three years, commencing from December 31, 2011 to November 30, 2014.

CBMG Shanghai, the lessee, has a tenancy agreement with HuiQian, the lessor, for lease of the demised premises in Room 202, Lianhua Road, Minhang District, Shanghai, P.R. China. The lease term is one year, commencing from February 12, 2012 to February 11, 2013.

CBMG Shanghai, the lessee, has a tenancy agreement with WangJing, the lessor, for lease of the demised premises in Room 3-308, Alley 1458, Gumei Road, Minhang District, Shanghai, P.R. China. The lease term is one year, commencing from August 5, 2012 to August 4, 2013.

Cellular Biomedicine Group (HK), the lessee, has a tenancy agreement with Global Incorporation Centre (HK) Limited, the lessor, for lease of the demised premises in Unit 402, 4th Floor, Fairmont House, No. 8 Cotton Tree Drive, Admiralty, Hong Kong. The lease term is one year, commencing from August 5, 2012 to August 4, 2013.

CBMG Shanghai, the lessee, has a tenancy agreement with Shanghai Xuhui Huizhong Public rental housing, the lessor, for lease of the demised premises in Room1210, NO. 36 Caodong Road, Xuhui District. The lease term is two years, commencing from December 17, 2012 to December 31, 2014.

As of June 30, 2013, the Company has the following future minimum lease payments due under the foregoing lease agreements:

Year ending December 31,	Amount
2013	$	193,648
2014		376,549
		570,197

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11. INTANGIBLE ASSETS (Details 1) (USD $)	Jun. 30, 2013
Intangible Assets Details 1
2013	$ 172,430
2014	344,860
2015	205,974
2016	9,561
2017 and thereafter	49,045
Intangible assets net	$ 781,870

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CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) (UNAUDITED) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Condensed Consolidated Statement Of Operations And Comprehensive Income Loss
Revenues	$ 111,434	$ 194,774	$ 111,434	$ 273,363
Cost of goods sold		85,358		113,048
Gross profit	111,434	109,416	111,434	160,315
Operating expenses:
General and administrative	1,904,355	787,317	6,976,747	1,483,828
Selling and marketing	78,951	145,968	107,653	175,689
Research and development	639,276	55,181	1,119,781	311,135
Total operating expenses	2,622,582	988,466	8,204,181	1,970,652
Operating loss	(2,511,148)	(879,050)	(8,092,747)	(1,810,337)
Other income (expense)
Interest expense	(11)		(257,761)
Interest income	1,182	288	2,465	1,301
Other expense	14,135		(52,541)
Total other income (expense)	15,306	288	(307,837)	1,301
Loss before taxes	(2,495,842)	(878,762)	(8,400,584)	(1,809,036)
Income tax provision
Net loss	(2,495,842)	(878,762)	(8,400,584)	(1,809,036)
Other comprehensive income (loss):
Cumulative translation adjustment	31,959	(4,760)	31,959	1,059
Unrecognized loss on investments	(112,253)		(734,573)
Comprehensive net loss	$ (2,576,136)	$ (883,522)	$ (9,103,198)	$ (1,807,977)
Earnings per share:
Basic and diluted	$ (0.44)	$ (0.30)	$ (1.62)	$ (0.63)
Weighted average common shares outstanding:
Basic and diluted	5,719,075	2,896,868	5,196,583	2,871,534

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5. BUSINESS COMBINATION

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

5. BUSINESS COMBINATION

As indicated in Notes 1 and 2, as of February 6, 2013, EastBridge merged with Cellular Biomedicine Group, Ltd., with Cellular Biomedicine Group, Ltd. being the accounting acquirer thus resulting in a reverse merger for accounting purposes. After consummation of this transaction, the then current Company stockholders retained 30% of the Company on a fully-diluted basis. The Company has accounted for the merger as a business purchase of EastBridge by Cellular Biomedicine with the purchase price of $9,781,794 equal to the fair value of the shares retained by the then current Company stockholders.

The following table presents the initial allocation of the purchase price of EastBridge by Cellular Biomedicine:

Cash	$	2,568,995
Other current assets		50,000
Investments		2,026,334
Goodwill		6,808,533
Total assets acquired		11,453,862
Accounts payable		(149,098	)
Accrued expenses		(1,156,223	)
Deferred revenue		(251,834	)
Advances payable to related party		(32,635	)
Other current liabilities		(5,734	)
Deferred tax liability non-current		(76,544	)
Total liabilities assumed		(1,672,068	)
Net assets acquired	$	9,781,794

The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2013 and 2012 has been prepared as if the acquisition of EastBridge had occurred on January 1, 2012.

	Three Months Ended June 30, 2013									Three Months Ended June 30, 2012
	CBMG			EastBridge			Pro forma			CBMG			EastBridge			Pro forma
	As stated			Pro forma Adjustment			Consolidated			As stated			Pro forma Adjustment			Consolidated
Net revenue	$	111,434		$	-		$	111,434		$	194,774		$	166,771		$	361,545
Net loss		(2,495,842	)		-			(2,495,842	)		(878,762	)		(171,725	)		(1,050,487	)
Weighted average shares		5,719,075			-			5,719,075			2,896,868			1,563,706			4,460,574
Earnings per share
Basic and diluted	$	(0.44	)	$	-		$	(0.44	)	$	(0.30	)	$	(0.11	)	$	(0.24	)
	Six Months Ended June 30, 2013									Six Months Ended June 30, 2012
	CBMG			EastBridge			Pro forma			CBMG			EastBridge			Pro forma
	As stated			Pro forma Adjustment			Consolidated			As stated			Pro forma Adjustment			Consolidated
Net revenue	$	111,434		$	-		$	111,434		$	273,363		$	166,771		$	440,134
Net loss		(8,400,584	)		(230,707	)		(8,631,291	)		(1,809,036	)		(416,099	)		(2,225,135	)
Weighted average shares		5,196,583			313,930			5,510,513			2,871,534			1,563,706			4,435,240
Earnings per share
Basic and diluted	$	(1.62	)	$	(0.73	)	$	(1.57	)	$	(0.63	)	$	(0.27	)	$	(0.50	)

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19. INCOME TAXES

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

19 - INCOME TAXES

Income taxes are accounted for under the asset and liability method.  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 and operating loss and tax credit carryforwards.  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.  The effect of a change in tax rates on deferred tax assets and liabilities is recognized in income in the period during which such rates are enacted.

We consider all available evidence to determine whether it is more likely than not that some portion or all of the deferred tax assets will be realized.  The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become realizable.  Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), and projected taxable income in assessing the realizability of deferred tax assets.  In making such judgments, significant weight is given to evidence that can be objectively verified.  Based on all available evidence, in particular our three-year historical cumulative losses, recent operating losses and an expected U.S. pre-tax loss for the fiscal year ending December 31, 2012, we recorded a valuation allowance against our U.S. net deferred tax assets.  In order to fully realize the U.S. deferred tax assets, we will need to generate sufficient taxable income in future periods before the expiration of the deferred tax assets governed by the tax code.

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12. LEASES (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Leases Details Narrative
Rent Expense	$ 221,356	$ 183,080

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13. RELATED PARTY TRANSACTIONS

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

13. RELATED PARTY TRANSACTIONS

As of June 30, 2013, the accrued compensation liability to the former officers was $359,228 of which $881,929 was accrued as of December 31, 2012.  No such amounts are reflected as of December 31, 2012 as these represent liabilities of EastBridge whose assets are only reported subsequent to the date of merger.

The Company received advances from two of its directors, one of whom is also a major stockholder who holds approximately a 9% interest in the Company, in the ordinary course of business at a rate of 4.5% interest which is the federal long term interest rate. As of June 30, 2013 and December 31, 2012 advances payable to the Company’s two directors were $31,385 and $0, respectively.

Reference is made to the executive employment agreements and deferred compensation arrangement discussion in Note 16, which is incorporated into this Note 13.

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7. OTHER CURRENT ASSETS (Details Narrative) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Other Current Assets Details Narrative
Other Current Liabilities	$ 166,785	$ 128,681

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13. RELATED PARTY TRANSACTIONS (Details Narrative) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Related Party Transactions Details Narrative
Advances Payable	$ 31,385	$ 0
Accrued Compensation Liability to officers	$ 359,228	$ 881,929

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17. STOCK BASED COMPENSATION (Tables)

6 Months Ended

Jun. 30, 2013

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Incentive stock option plan

Our stock-based compensation arrangements include grants of stock options and restricted stock awards under the 2009 Stock Option Plan (the "2009 Plan") and the 2011 Incentive Stock Option Plan (the "2011 Plan"), and certain awards granted outside of these plans. Refer to Note 12, “Stock Based Compensation,” in Item 8. “Financial Statements and Supplementary Financial Data” appearing in our Annual Report on Form 10-K for the year ended December 31, 2012, as amended, for further information on our stock-based compensation arrangements. The compensation cost that has been charged against income related to stock-based compensation for the three and six months ended June 30, 2013 was $203,366 and $862,433, respectively, and is included in general and administrative expense in our Condensed Consolidated Statements of Operations. There was no such compensation cost for the three and six months ended June 30, 2012. As of June 30, 2013, there was total unrecognized compensation expense of $1,408,857 related to non-vested stock option awards and $104,996 related to non-vested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 2.46 years and 2.10 years for the stock option and restricted stock awards, respectively. 

2009 Stock Option Plan

During the first quarter of 2009, the Company's Board of Directors approved and adopted the 2009 Plan and designated 100,000 shares of our common stock for issuance under the 2009 Plan to employees, directors or consultants for EastBridge through either the issuance of shares or stock option grants. Under the terms of the 2009 Plan, stock option grants shall be made with exercise prices not less than 100% of the fair market value of the shares of Common Stock on the grant date. Since adoption, the Company issued an aggregate of approximately 95,000 shares of Common Stock under the 2009 plan. These grants were not stock options but instead represent fully vested shares at the date of grant. For the six months ended June 30, 2013, the Company issued no shares of common stock under the 2009.

Amended and Restated 2011 Incentive Stock Option Plan

Awards granted under the 2011 Plan are typically granted with with following vesting or payment schedule: 30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and 40% on the third anniversary of the grant date. As of June 30, 2013, a total of 63,133 restricted shares have been reserved for issuance to employees, that remain unearned.

During the six months ended June 30, 2013, the Company issued 264,738, shares of common stock under the 2011 Plan. All shares were issued to officers, directors and employees of the Company as stock based compensation. An additional 423,733 of common shares have been reserved under the 2011 Plan, but have not become issuable under options or issued as restricted share awards.

As of June 30, 2013, the following sets forth the total number of shares reserved and remaining available for issuance under the 2009 and 2011 plans.

	Total shares reserved under the plan		Remaining shares available for issuance under the plan
2009 Stock Option Plan		100,000		4,593
Amended and Restated 2011 Incentive Stock Option Plan		780,000		88,161

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies)

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

Principles of Consolidation

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, and reflect the accounts and operations of the Company and its majority or wholly-owned subsidiaries, beginning with the date of their respective acquisition. In accordance with the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Section 810, or ASC 810, Consolidation, the Company consolidates any variable interest entity, or VIE, of which it is the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as variable interest entities, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when the Company is not considered the primary beneficiary. The Company has determined that it is the primary beneficiary in a VIE—refer to Note 6, Variable Interest Entity. The Company evaluates its relationships with the VIE on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Revenue Recognition

The Company utilizes the guidance set forth in the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, regarding the recognition, presentation and disclosure of revenue in its financial statements.

For its Consulting segment, the Company engages in listing contracts with its clients which provide for the payment of fees, either in cash or equity, upon the achievement of certain milestones by the client, including the successful completion of a financial statement audit, the successful listing on a national stock exchange or over-the-counter market and the maintenance of ongoing 1934 Act reporting requirements with the Securities and Exchange Commission. In some instances, payment may be made in advance of performance; however, such payment is often refundable in the event that milestones are not reached.  The Company recognizes revenue on a systematic basis as milestones are reached in accordance with FASB’s ASC (“605-28-25”). Such guidance stipulates that revenue be recognized for individual elements in a multiple deliverable arrangement using the relative selling price method. The Company relies on internal estimates of the relative selling price of each element as objective third-party evidence is unattainable.

For its Biomedicine segment, the Company recognizes revenue when pervasive evidence of an arrangement exists, the price is fixed and determinable, collection is reasonably assured and delivery of products or services has been rendered.  Based on current estimates we expect our biomedicine business to generate revenues primarily from the development of therapies for the treatment of Knee Osteoarthritis within the next two years and Hepatocellular Carcinoma within the next three to five years.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2013 and December 31, 2012, respectively, cash and cash equivalents include cash on hand and cash in the bank. At times, cash deposits may exceed government-insured limits.

Accounts Receivable

Accounts receivable represent amounts earned but not collected in connection with the Company’s Biomedicine segment sales. The Company’s Consulting segment does not have accounts receivable from regular operations. Account receivables are carried at their estimated collectible amounts.

The Company plans to follow the allowance method of recognizing uncollectible accounts receivable. The Company recognizes bad debt expense based on specifically identifying customers and invoices that are anticipated to be uncollectable. At June 30, 2013 and December 31, 2012, an allowance was determined to not be needed as the Company is still performing clinical trials and has not yet generated revenues from its cell therapy candidates in the Biomedicine segment. Correspondingly the Company has not recorded any bad debt expense for the periods ended June 30, 2013 and December 31, 2012, respectively.

Inventory

Inventories consist of finished goods, raw materials, work-in-process, and low value consumable materials. Inventories are initially recognized at cost and subsequently at the lower of costs and net realizable value. First in first out cost is used to determine the cost. Finished goods are comprised of direct materials, direct labor, depreciation and manufacturing overhead. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. The Company regularly inspects the shelf life of prepared finished goods and, if necessary, writes down their carrying value based on their salability and expiration dates into cost of goods sold.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets and begins when the related assets are placed in service. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Plant, property and equipment are reviewed each year to determine whether any events or circumstances indicate that the carrying amount of the assets may not be recoverable.

For the three and six months ended June 30, 2013, depreciation expense was $121,585 and $253,000, respectively and for the three and six months ended June 30, 2012 depreciation expense was $85,168 and $121,847, respectively.

Depreciation is provided for on the straight-line method over the following estimated useful lives:

Description	Estimated useful life
Office equipment	5 years
Manufacturing equipment	5 years
Leasehold improvements	5 years
Computer equipment	5 years

Goodwill and Other Intangibles

Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred. The Company intends to perform its annual impairment test in the fourth quarter of 2013. As of June 30, 2013 no impairment has been recorded with respect to any goodwill or intangible assets

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized.

  A full valuation allowance has been established against all net deferred tax assets as of June 30, 2013 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it has determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model.

Share-Based Compensation

The Company periodically uses stock-based awards, consisting of shares of common stock, to compensate certain employees, officers and consultants. Shares are expensed on a straight-line basis over the requisite service period based on the grant date fair value, net of estimated forfeitures, if any.

Fair Value of Financial Instruments

Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable inputs. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities.

Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain unobservable assumptions and projections in determining the fair value assigned to such assets.

All transfers between fair value hierarchy levels are recognized by the Company at the end of each reporting period. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement in its entirety, requires judgment, and considers factors specific to the investment. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investment in those instruments.

The following is a description of the valuation methodologies used for instruments measured at fair value:

Investments

The fair value of “investments” is dependent on the type of investment, whether it is marketable or non-marketable.

Marketable securities held by the Company are held for an indefinite period of time and thus are classified as available-for-sale securities. The fair value is determined by the closing price for the investment as of the balance sheet date. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available for-sale securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income (loss). Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers.

  The carrying amounts of other financial instruments, including cash, other receivables, accounts payable and accrued liabilities, income tax payable and related party payable approximate fair value due to their short maturities.

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the Company has not issued any dilutive securities.

Comprehensive Loss

U.S. GAAP establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements. Our accumulated other comprehensive income (loss) was $(640,988) as of June 30, 2013 and $61,626 as of June 30, 2012.

Foreign Currency Translation

The Company's financial statements are presented in U.S. dollars ($), which is the Company’s reporting currency, while some of the Company’s subsidiaries’ functional currency is Chinese Renminbi (RMB). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income. In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into USD from RMB using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders' equity as part of accumulated other comprehensive income. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions.

Reclassification

Certain prior period amounts have been reclassified to conform to current year presentations.

Recent Accounting Pronouncements

In January 2013, the FASB issued Accounting Standards Update ASU No. 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This Standard clarifies that ordinary trade receivables are not in the scope of ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11. The adoption of ASU No. 2013-01 is not expected to have a material impact on the consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes to the financial statements, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to the note where additional details about the effect of the reclassifications are disclosed. This ASU is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this guidance is not expected to have a significant impact on the presentation of the Company's consolidated financial statements.

In March 2013, the Financial Accounting Standards Board ("FASB") issued ASU No. 2013-05, Foreign Currency Matters (Topic 830)—Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, ("ASU 2013-05"). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in ASC 830-30 to release any related cumulative translation adjustment into net earnings. Accordingly, the cumulative translation adjustment should be released into net earnings only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted as of the beginning of the entity's fiscal year. The Company will adopt ASU 2013-05 as of the beginning of calendar 2014 and does not expect the adoption of ASU 2013-05 to have a material impact on the Company's consolidated financial position, cash flows, or results of operations.

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21. SUBSEQUENT EVENTS

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

21. SUBSEQUENT EVENTS

On July 24, 2013, the Company entered into a Subscription Agreement (“Subscription Agreement”) with selected investors (the “Purchasers”) that met the criteria as “Accredited Investors” as defined in Rule 501(a) of Regulation D under the Securities Act of 1933 (the “Act”), and other investors who met the criteria as “non-U.S. persons” who agreed to comply with the applicable requirements of Regulation S under the Act. The Company offered to sell up to an aggregate of 1,194,030 shares of the Company’s common stock, $0.001 par value.  Under the Subscription Agreement, on July 24, 2013 in an initial closing the Company issued to the Purchasers 448,508 shares of common stock at a price per share of $6.70 for an aggregate purchase price of $3,005,006.  Additional information regarding this financing appears in the Company’s 8-K filed on July 25, 2013.

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5. BUSINESS COMBINATION (Details 1) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net revenue	$ 111,434	$ 194,774	$ 111,434	$ 273,363
Net loss	(2,495,842)	(878,762)	(8,400,584)	(1,809,036)
Weighted average shares	5,719,075	2,896,868	5,196,583	2,871,534
Earnings per share
Basic and diluted	$ (0.44)	$ (0.30)	$ (1.62)	$ (0.63)
CBMG As stated
Net revenue	111,434	194,774	111,434	273,363
Net loss	(2,495,842)	(878,762)	(8,400,584)	(1,809,036)
Weighted average shares	5,719,075	2,896,868	5,196,583	2,871,534
Earnings per share
Basic and diluted	$ (0.44)	$ (0.30)	$ (1.62)	$ (0.63)
EastBridge
Net revenue		166,771		166,771
Net loss		(171,725)	(230,707)	(416,099)
Weighted average shares		1,563,706	313,930	1,563,706
Earnings per share
Basic and diluted		$ (0.11)	$ (0.73)	$ (0.27)
Pro-forma Consolidated
Net revenue	111,434	361,545	111,434	440,134
Net loss	$ (2,495,842)	$ (1,050,487)	$ (8,631,291)	$ (2,225,135)
Weighted average shares	5,719,075	4,460,574	5,510,513	4,435,240
Earnings per share
Basic and diluted	$ (0.44)	$ (0.24)	$ (1.57)	$ (0.50)

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10. FAIR VALUE ACCOUNTING (Tables)

6 Months Ended

Jun. 30, 2013

Fair Value Accounting Tables

Assets measured at fair value on a recurring basis

Assets measured at fair value on a recurring basis as of June 30, 2013 are summarized as follows:

	2013
	Fair Value Measurements at Reporting Date Using:
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity position in Alpha Lujo, Inc.	$	128,541	$	128,541	$	-	$	-
Equity position in Wonder International Education & Investment Group Corporation		1,084,078		1,084,078		-		-
	$	1,212,619	$	1,212,619	$	-	$	-
		2012
		Fair Vaue Measurements at Reporting Date Using:
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Investment Type 1	$	-	$	-	$	-	$	-
Investment Type 2		-		-		-		-
	$	-	$	-	$	-	$	-

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20. SEGMENT INFORMATION (Tables)

6 Months Ended

Jun. 30, 2013

Segment Information Tables

Segment reporting

Our chief operating decision maker evaluates performance and allocates resources based on net sales, gross profit and working capital in each of the reporting segments.

		For the Three Months Ended June 30,
		2013						2012
		(in USD)			(% of Total)			(in USD)			(% of Total)
Biomedicine
	Revenue	$	-			0.0	%	$	194,774			100.0	%
	Cost of services		-			0.0	%		85,358			100.0	%
	Gross profit	$	-			0.0	%	$	109,416			100.0	%
	Gross profit %		0.0	%					56.2	%
Consulting
	Revenue	$	111,434			0.0	%	$	-			0.0	%
	Cost of services		-			0.0	%		-			0.0	%
	Gross profit	$	111,434			0.0	%	$	-			0.0	%
	Gross profit %		100.0	%					0.0	%
Total:
	Revenue	$	111,434			0.0	%	$	194,774			100.0	%
	Cost of services		-			0.0	%		85,358			100.0	%
	Gross profit	$	111,434			0.0	%	$	109,416			100.0	%
	Gross profit %		100.0	%					56.2	%
		For the Six Months Ended June 30,
			2013						2012
		(in USD)			(% of Total)			(in USD)			(% of Total)
Biomedicine
	Revenue	$	-			0.0	%	$	273,363			100.0	%
	Cost of services		-			0.0	%		113,048			100.0	%
	Gross profit	$	-			0.0	%	$	160,315			100.0	%
	Gross profit %		0.0	%					58.6	%
Consulting
	Revenue	$	111,434			0.0	%	$	-			0.0	%
	Cost of services		-			0.0	%		-			0.0	%
	Gross profit	$	-			0.0	%	$	-			0.0	%
	Gross profit %		100.0	%					0.0	%
Total:
	Revenue	$	111,434			0.0	%	$	273,363			100.0	%
	Cost of services		-			0.0	%		113,048			100.0	%
	Gross profit	$	111,434			0.0	%	$	160,315			100.0	%
	Gross profit %		100.0	%					58.6	%

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8. INVENTORY (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Inventory Details
Raw materials	$ 30,439	$ 37,241
Finished goods
Inventory Total	$ 30,439	$ 37,241

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6. VARIABLE INTEREST ENTITY (Tables)

6 Months Ended

Jun. 30, 2013

Variable Interest Entity Tables

Aggregate carrying value of assets and liability

The Company has aggregated the financial information of CBMG Shanghai in the table below. The aggregate carrying value of CBMG Shanghai’s assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s consolidated balance sheet as of June 30, 2013 and December 31, 2012, are as follows:

	June 30,		December 31,
	2013		2012
Assets
Cash	$	37,289	$	10,183
Other receivable		99,301		51,949
Inventory		23,583		33,232
Prepaid expenses		67,302		4,420
Total current assets		227,475		99,784
Property, plant and equipment, net		888,879		1,082,358
Intangibles		79,585		79,468
Deferred tax asset		-		39,615
Total assets	$	1,195,939	$	1,301,225
Liabilities
Liabilities:
Accounts payable	$	8,713	$	16,004
Accrued expenses		452,408		539,244
Tax payable		15,094		-
Total liabilities	$	476,215	$	555,248

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20. SEGMENT INFORMATION (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Revenue	$ 111,434	$ 194,774	$ 111,434	$ 273,363
Cost of services		85,358		113,048
Gross profit	111,434	109,416	111,434	160,315
Biomedicine
Revenue		194,774		273,363
Cost of services		85,358		113,048
Gross profit		109,416		160,315
Revenue Percent	0.00%	100.00%	0.00%	100.00%
Cost of services Percent	0.00%	100.00%	0.00%	100.00%
Gross profit Percent	0.00%	100.00%	0.00%	100.00%
Gross profit %	0.00%	56.20%	0.00%	58.60%
Consulting
Revenue	111,434		111,434
Cost of services
Gross profit	111,434
Revenue Percent	0.00%	0.00%	0.00%	0.00%
Cost of services Percent	0.00%	0.00%	0.00%	0.00%
Gross profit Percent	0.00%	0.00%	0.00%	0.00%
Gross profit %	100.00%	0.00%	100.00%	0.00%
Consolidated
Revenue	111,434	194,774	111,434	273,363
Cost of services		85,358		113,048
Gross profit	$ 111,434	$ 109,416		$ 160,315
Revenue Percent	0.00%	100.00%	0.00%	100.00%
Cost of services Percent	0.00%	100.00%	0.00%	100.00%
Gross profit Percent	0.00%	100.00%	0.00%	100.00%
Gross profit %	100.00%	56.20%	100.00%	58.60%

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4. RESTATEMENT AND RECLASSIFICATION (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Assets
Cash	$ 2,060,148	$ 4,144,896	$ 2,640,533	$ 4,413,971
Accounts receivable		20,683
Other receivable	166,785	128,681
Inventory	30,439	37,241
Prepaid expenses	173,112	18,118
Total current assets	2,480,484	4,349,619
Property, plant and equipment, net	1,144,316	1,326,882
Intangibles	781,870	940,897
Deferred tax asset	134,210	119,427
Long-term prepaid expenses		14,802
Liabilities and Stockholders' Equity
Accounts payable	156,325	23,931
Accrued expenses	1,498,500	97,454
Tax payable	10,121
Other current liabilities	330,534	473,848
Deferred tax liability non-current	76,544
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares authorized; none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
Common stock, par value $.001, 300,000,000 shares authorized; 5,704,245 and 3,710,560 issued and outstanding as of March 31, 2013 and December 31, 2012, respectively	5,726	3,711
Additional paid in capital	25,979,501	12,827,923
Accumulated deficit	(15,137,450)	(6,736,866)
Accumulated other comprehensive income (loss)	(640,988)	61,626
Reported [Member]
Assets
Cash		4,144,896
Accounts receivable		20,683
Other receivable		1,715,756
Inventory		37,241
Prepaid expenses		18,118
Total current assets		5,936,694
Property, plant and equipment, net		1,326,882
Intangibles		940,897
Long-term prepaid expenses		14,802
Total assets		8,219,275
Liabilities and Stockholders' Equity
Accounts payable		23,931
Accrued expenses		97,454
Tax payable		(119,427)
Other current liabilities		473,848
Total current liabilities		475,806
Total liabilities		475,806
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares authorized; none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
Common stock, par value $.001, 300,000,000 shares authorized; 5,704,245 and 3,710,560 issued and outstanding as of March 31, 2013 and December 31, 2012, respectively		3,711
Additional paid in capital		14,414,998
Accumulated deficit		(6,736,866)
Accumulated other comprehensive income (loss)		61,626
Total stockholders' equity		7,743,469
Total liabilities and stockholders' equity		8,219,275
Restatement Adjustment [Member]
Assets
Cash
Accounts receivable
Other receivable		(1,587,075)
Inventory
Prepaid expenses
Total current assets		(1,587,075)
Property, plant and equipment, net
Intangibles
Deferred tax asset		119,427
Long-term prepaid expenses
Total assets		(1,467,648)
Liabilities and Stockholders' Equity
Accounts payable
Accrued expenses
Tax payable		119,427
Other current liabilities
Total current liabilities		119,427
Total liabilities		119,427
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares authorized; none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
Common stock, par value $.001, 300,000,000 shares authorized; 5,704,245 and 3,710,560 issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
Additional paid in capital		(1,587,075)
Accumulated deficit
Accumulated other comprehensive income (loss)
Total stockholders' equity		(1,587,075)
Total liabilities and stockholders' equity		(1,467,648)
Restated [Member]
Assets
Cash		4,144,896
Accounts receivable		20,683
Other receivable		128,681
Inventory		37,241
Prepaid expenses		18,118
Total current assets		4,349,619
Property, plant and equipment, net		1,326,882
Intangibles		940,897
Deferred tax asset		119,427
Long-term prepaid expenses		14,802
Total assets		6,751,627
Liabilities and Stockholders' Equity
Accounts payable		23,931
Accrued expenses		97,454
Tax payable
Other current liabilities		473,848
Total current liabilities		595,233
Deferred tax liability non-current
Total liabilities		595,233
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares authorized; none issued and outstanding as of March 31, 2013 and December 31, 2012, respectively
Common stock, par value $.001, 300,000,000 shares authorized; 5,704,245 and 3,710,560 issued and outstanding as of March 31, 2013 and December 31, 2012, respectively		3,711
Additional paid in capital		12,827,923
Accumulated deficit		(6,736,866)
Accumulated other comprehensive income (loss)		61,626
Total stockholders' equity		6,156,394
Total liabilities and stockholders' equity		$ 6,751,627

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20. SEGMENT INFORMATION

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

20. SEGMENT INFORMATION

The Company operates two reporting segments. The majority of all assets are contained in Biomedicine segment with the majority of the operations located in the People’s Republic of China. The Company’s Consulting segment provides services to foreign and domestic companies seeking access to the U.S. capital markets, substantially all revenue generating activities are conducted in the United States. The Company intends to use gross profit as our measure of profit and loss for each business segment. The accounting principles applied at the operating segment level in determining gross profit are the same as those applied at the consolidated financial statement level. Our chief operating decision maker evaluates performance and allocates resources based on net sales, gross profit and working capital in each of the reporting segments.

		For the Three Months Ended June 30,
		2013						2012
		(in USD)			(% of Total)			(in USD)			(% of Total)
Biomedicine
	Revenue	$	-			0.0	%	$	194,774			100.0	%
	Cost of services		-			0.0	%		85,358			100.0	%
	Gross profit	$	-			0.0	%	$	109,416			100.0	%
	Gross profit %		0.0	%					56.2	%
Consulting
	Revenue	$	111,434			0.0	%	$	-			0.0	%
	Cost of services		-			0.0	%		-			0.0	%
	Gross profit	$	111,434			0.0	%	$	-			0.0	%
	Gross profit %		100.0	%					0.0	%
Total:
	Revenue	$	111,434			0.0	%	$	194,774			100.0	%
	Cost of services		-			0.0	%		85,358			100.0	%
	Gross profit	$	111,434			0.0	%	$	109,416			100.0	%
	Gross profit %		100.0	%					56.2	%
		For the Six Months Ended June 30,
			2013						2012
		(in USD)			(% of Total)			(in USD)			(% of Total)
Biomedicine
	Revenue	$	-			0.0	%	$	273,363			100.0	%
	Cost of services		-			0.0	%		113,048			100.0	%
	Gross profit	$	-			0.0	%	$	160,315			100.0	%
	Gross profit %		0.0	%					58.6	%
Consulting
	Revenue	$	111,434			0.0	%	$	-			0.0	%
	Cost of services		-			0.0	%		-			0.0	%
	Gross profit	$	-			0.0	%	$	-			0.0	%
	Gross profit %		100.0	%					0.0	%
Total:
	Revenue	$	111,434			0.0	%	$	273,363			100.0	%
	Cost of services		-			0.0	%		113,048			100.0	%
	Gross profit	$	111,434			0.0	%	$	160,315			100.0	%
	Gross profit %		100.0	%					58.6	%

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1. DESCRIPTION OF BUSINESS

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

1. DESCRIPTION OF BUSINESS

Overview

As of February 6, 2013, our principal line of business is in the field of biomedicine. Specifically, through our wholly-owned subsidiary Cellular Biomedicine Group Ltd. (BVI), we are involved in the development of new treatments for cancerous and degenerative diseases utilizing proprietary cell technologies, which include, without limitation, (i) TC-DC (tumor cell specific dendritic cells) for treatment of a board range of cancers, (ii) haMPC (human adipose-derived mesenchymal progenitor cells) for treatment of joint disease, (iii) huMPC (human umbilical cord-derived mesenchymal progenitor cells), (iv) MNP (human embryo-derived motor neuron precursor cells) and NP (human embryo-derived neuronal precursor cells) for treatment of central nervous system diseases. Leading up to our recent change of control, we were primarily engaged in financial consulting. We continue to operate our financial consulting business under a wholly owned subsidiary, as discussed in further detail below.

Corporate History

Cellular Biomedicine Group, Inc., a Delaware corporation (formerly known as EastBridge Investment Group Corporation) (the “Company”), was originally incorporated in the State of Arizona on June 25, 2001 under the name ATC Technology Corporation. ATC Technology Corporation changed its corporate name to EastBridge Investment Group Corporation in September 2005 and changed its business focus to providing investment related services in Asia, with a strong focus on high GDP growth countries, such as China. The Company provides consulting services necessary for small to medium-size companies to obtain capital to grow their business. The Company assists its clients in locating investment banking, financial advisory and other financial services necessary to become public companies in the United States or find joint venture partners or raise capital to expand their businesses. While it still maintains its consulting services business, effective with the merger in the first quarter of 2013, the Company has shifted its focus to the field of biomedicine.

Reorganization and Share Exchange

Effective January 18, 2013, the Company completed its reincorporation from the State of Arizona to the State of Delaware (the “Reincorporation”). The Company filed its Certificate of Incorporation and Certificate of Conversion with the Delaware Secretary of State on January 18, 2013. In connection with the Reincorporation, each 100 shares of common stock of the Company was converted into 1 share, with the same effect as a 1:100 reverse stock split, effective on January 31, 2013. Please refer to the Current Reports on Form 8-K, filed by the Company on January 25, 2013 and February 1, 2013. All share and per share information in this 10-Q, unless otherwise specified, are retroactively restated to reflect this conversion.

Merger with CBMG BVI

On November 13, 2012, EastBridge Investment Group Corporation, an Arizona corporation (“EastBridge”), CBMG Acquisition Limited, a British Virgin Islands company and the Company’s wholly-owned subsidiary (“Merger Sub”) and Cellular Biomedicine Group Ltd. (“CBMG BVI”), a British Virgin Islands company, entered into a Merger Agreement, pursuant to which CBMG BVI was the surviving entity in a merger with Merger Sub whereby CBMG BVI became a wholly-owned subsidiary of the Company (the "Merger"). The Merger was consummated on February 6, 2013 (the “Closing Date”). Upon consummation of the Merger, CBMG BVI shareholders were issued 3,638,941 shares of common stock, par value $0.001 per share, of the Company (the “Company Common Stock”) constituting approximately 70% of the outstanding stock of the Company on a fully-diluted basis and the then current Company shareholders retained 30% of the Company on a fully-diluted basis. Specifically, each of CBMG BVI’s ordinary shares (“CBMG BVI Ordinary Shares”) were converted into the right to receive 0.020019 shares of Company Common Stock.

A copy of the Agreement and Plan of Merger dated November 13, 2012 and Amendments 1, 2 and 3 thereto, were included as Exhibits 2.1, 2.2, 2.3 and 2.4 to the Current Report on Form 8-K filed by the Company on February 12, 2013.

Also in connection with the Merger, the Company created a new Delaware subsidiary named EastBridge Investment Corp. (“EastBridge Sub”). Pursuant to a Contribution Agreement by and between the Company and EastBridge Sub dated February 5, 2013, the Company contributed all of its then current assets and liabilities to EastBridge Sub which continued the business and operations of the Company at the subsidiary level. A copy of the Contribution Agreement is attached as Exhibit 10.1 the Current Report on Form 8-K filed by the Company on February 12, 2013.

As a result of the Merger, the Company now has two operating subsidiaries: CBMG BVI and EastBridge Sub.

In connection with the Merger, effective on March 5, 2013, the Company (formerly named “EastBridge Investment Group Corporation”) changed its name to “Cellular Biomedicine Group, Inc.” In addition in March 2013, the Company changed its corporate headquarters to 530 University Avenue in Palo Alto, California.

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The Company prepares its financial statements in accordance with U.S. GAAP. Significant accounting policies are as follows:

Principles of Consolidation

The consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles, or GAAP, and reflect the accounts and operations of the Company and its majority or wholly-owned subsidiaries, beginning with the date of their respective acquisition. In accordance with the provisions of Financial Accounting Standards Board (“FASB”), Accounting Standards Codification (“ASC”) Section 810, or ASC 810, Consolidation, the Company consolidates any variable interest entity, or VIE, of which it is the primary beneficiary. The typical condition for a controlling financial interest ownership is holding a majority of the voting interests of an entity; however, a controlling financial interest may also exist in entities, such as variable interest entities, through arrangements that do not involve controlling voting interests. ASC 810 requires a variable interest holder to consolidate a VIE if that party has the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance, and the obligation to absorb losses of the VIE that could potentially be significant to the VIE or the right to receive benefits from the VIE that could potentially be significant to the VIE. The Company does not consolidate a VIE in which it has a majority ownership interest when the Company is not considered the primary beneficiary. The Company has determined that it is the primary beneficiary in a VIE—refer to Note 6, Variable Interest Entity. The Company evaluates its relationships with the VIE on an ongoing basis to ensure that it continues to be the primary beneficiary. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements.

These estimates and assumptions also affect the reported amounts of revenues, costs and expenses during the reporting period. Management evaluates these estimates and assumptions on a regular basis. Actual results could differ from those estimates.

Revenue Recognition

The Company utilizes the guidance set forth in the Securities and Exchange Commission's Staff Accounting Bulletin (SAB) No. 104, regarding the recognition, presentation and disclosure of revenue in its financial statements.

For its Consulting segment, the Company engages in listing contracts with its clients which provide for the payment of fees, either in cash or equity, upon the achievement of certain milestones by the client, including the successful completion of a financial statement audit, the successful listing on a national stock exchange or over-the-counter market and the maintenance of ongoing 1934 Act reporting requirements with the Securities and Exchange Commission. In some instances, payment may be made in advance of performance; however, such payment is often refundable in the event that milestones are not reached.  The Company recognizes revenue on a systematic basis as milestones are reached in accordance with FASB’s ASC (“605-28-25”). Such guidance stipulates that revenue be recognized for individual elements in a multiple deliverable arrangement using the relative selling price method. The Company relies on internal estimates of the relative selling price of each element as objective third-party evidence is unattainable.

For its Biomedicine segment, the Company recognizes revenue when pervasive evidence of an arrangement exists, the price is fixed and determinable, collection is reasonably assured and delivery of products or services has been rendered.  Based on current estimates we expect our biomedicine business to generate revenues primarily from the development of therapies for the treatment of Knee Osteoarthritis within the next two years and Hepatocellular Carcinoma within the next three to five years.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At June 30, 2013 and December 31, 2012, respectively, cash and cash equivalents include cash on hand and cash in the bank. At times, cash deposits may exceed government-insured limits.

Accounts Receivable

Accounts receivable represent amounts earned but not collected in connection with the Company’s Biomedicine segment sales. The Company’s Consulting segment does not have accounts receivable from regular operations. Account receivables are carried at their estimated collectible amounts.

The Company plans to follow the allowance method of recognizing uncollectible accounts receivable. The Company recognizes bad debt expense based on specifically identifying customers and invoices that are anticipated to be uncollectable. At June 30, 2013 and December 31, 2012, an allowance was determined to not be needed as the Company is still performing clinical trials and has not yet generated revenues from its cell therapy candidates in the Biomedicine segment. Correspondingly the Company has not recorded any bad debt expense for the periods ended June 30, 2013 and December 31, 2012, respectively.

Inventory

Inventories consist of finished goods, raw materials, work-in-process, and low value consumable materials. Inventories are initially recognized at cost and subsequently at the lower of costs and net realizable value. First in first out cost is used to determine the cost. Finished goods are comprised of direct materials, direct labor, depreciation and manufacturing overhead. Net realizable value is the estimated selling price, in the ordinary course of business, less estimated costs to complete and dispose. The Company regularly inspects the shelf life of prepared finished goods and, if necessary, writes down their carrying value based on their salability and expiration dates into cost of goods sold.

Property, Plant and Equipment

Property, plant and equipment are recorded at cost. Depreciation is provided for on the straight-line method over the estimated useful lives of the assets and begins when the related assets are placed in service. Maintenance and repairs that neither materially add to the value of the property nor appreciably prolong its life are charged to expense as incurred. Betterments or renewals are capitalized when incurred. Plant, property and equipment are reviewed each year to determine whether any events or circumstances indicate that the carrying amount of the assets may not be recoverable.

For the three and six months ended June 30, 2013, depreciation expense was $121,585 and $253,000, respectively and for the three and six months ended June 30, 2012 depreciation expense was $85,168 and $121,847, respectively.

Depreciation is provided for on the straight-line method over the following estimated useful lives:

Description	Estimated useful life
Office equipment	5 years
Manufacturing equipment	5 years
Leasehold improvements	5 years
Computer equipment	5 years

Goodwill and Other Intangibles

Goodwill represents the excess of the cost of assets acquired over the fair value of the net assets at the date of acquisition. Intangible assets represent the fair value of separately recognizable intangible assets acquired in connection with the Company’s business combinations. The Company evaluates its goodwill and other intangibles for impairment on an annual basis or whenever events or circumstances indicate that an impairment may have occurred. The Company intends to perform its annual impairment test in the fourth quarter of 2013. As of June 30, 2013 no impairment has been recorded with respect to any goodwill or intangible assets.

Income Taxes

Income taxes are accounted for using the asset and liability method. Under this method, deferred income tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred income tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which these temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance would be provided for those deferred tax assets for which if it is more likely than not that the related benefit will not be realized.

  A full valuation allowance has been established against all net deferred tax assets as of June 30, 2013 based on estimates of recoverability. While the Company has optimistic plans for its business strategy, it has determined that such a valuation allowance was necessary given the current and expected near term losses and the uncertainty with respect to its ability to generate sufficient profits from its business model.

Share-Based Compensation

The Company periodically uses stock-based awards, consisting of shares of common stock, to compensate certain employees, officers and consultants. Shares are expensed on a straight-line basis over the requisite service period based on the grant date fair value, net of estimated forfeitures, if any.

Fair Value of Financial Instruments

Under the FASB’s authoritative guidance on fair value measurements, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In determining the fair value, the Company uses various methods including market, income and cost approaches. Based on these approaches, the Company often utilizes certain assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated or generally unobservable inputs. The Company uses valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs. Based on observability of the inputs used in the valuation techniques, the Company is required to provide the following information according to the fair value hierarchy. The fair value hierarchy ranks the quality and reliability of the information used to determine fair values. Financial assets and liabilities carried at fair value are classified and disclosed in one of the following three categories:

Level 1: Valuations for assets and liabilities traded in active exchange markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.

Level 2: Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities.

Level 3: Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer or broker traded transactions. Level 3 valuations incorporate certain unobservable assumptions and projections in determining the fair value assigned to such assets.

All transfers between fair value hierarchy levels are recognized by the Company at the end of each reporting period. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement in its entirety, requires judgment, and considers factors specific to the investment. The inputs or methodology used for valuing financial instruments are not necessarily an indication of the risks associated with investment in those instruments.

The following is a description of the valuation methodologies used for instruments measured at fair value:

Investments

The fair value of “investments” is dependent on the type of investment, whether it is marketable or non-marketable.

Marketable securities held by the Company are held for an indefinite period of time and thus are classified as available-for-sale securities. The fair value is determined by the closing price for the investment as of the balance sheet date. Realized investment gains and losses are included in the statement of operations, as are provisions for other than temporary declines in the market value of available for-sale securities. Unrealized gains and unrealized losses deemed to be temporary are excluded from earnings (losses), net of applicable taxes, as a component of other comprehensive income (loss). Factors considered in judging whether an impairment is other than temporary include the financial condition, business prospects and creditworthiness of the issuer, the length of time that fair value has been less than cost, the relative amount of decline, and the Company’s ability and intent to hold the investment until the fair value recovers.

  The carrying amounts of other financial instruments, including cash, other receivables, accounts payable and accrued liabilities, income tax payable and related party payable approximate fair value due to their short maturities.

Basic and Diluted Net Loss Per Share

Net loss per share was computed by dividing the net loss by the weighted average number of common shares outstanding during the period. The weighted average number of shares was calculated by taking the number of shares outstanding and weighting them by the amount of time that they were outstanding. Diluted net loss per share for the Company is the same as basic net loss per share, as the Company has not issued any dilutive securities.

Comprehensive Loss

U.S. GAAP establishes standards for the reporting and display of comprehensive income or loss, requiring its components to be reported in a financial statement that is displayed with the same prominence as other financial statements. Our accumulated other comprehensive income (loss) was $(640,988) as of June 30, 2013 and $61,626 as of June 30, 2012.

Foreign Currency Translation

The Company's financial statements are presented in U.S. dollars ($), which is the Company’s reporting currency, while some of the Company’s subsidiaries’ functional currency is Chinese Renminbi (RMB). Transactions in foreign currencies are initially recorded at the functional currency rate ruling at the date of transaction. Any differences between the initially recorded amount and the settlement amount are recorded as a gain or loss on foreign currency transaction in the consolidated statements of income. Monetary assets and liabilities denominated in foreign currency are translated at the functional currency rate of exchange ruling at the balance sheet date. Any differences are taken to profit or loss as a gain or loss on foreign currency translation in the statements of income. In accordance with ASC 830, Foreign Currency Matters, the Company translates the assets and liabilities into USD from RMB using the rate of exchange prevailing at the applicable balance sheet date and the statements of income and cash flows are translated at an average rate during the reporting period. Adjustments resulting from the translation are recorded in shareholders' equity as part of accumulated other comprehensive income. The PRC government imposes significant exchange restrictions on fund transfers out of the PRC that are not related to business operations. These restrictions have not had a material impact on the Company because it has not engaged in any significant transactions that are subject to the restrictions.

Reclassification

Certain prior period amounts have been reclassified to conform to current year presentations.

Recent Accounting Pronouncements

In January 2013, the FASB issued Accounting Standards Update ASU No. 2013-01, “Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities.” This Standard clarifies that ordinary trade receivables are not in the scope of ASU No. 2011-11, “Balance Sheet (Topic 210): Disclosures about Offsetting Assets and Liabilities.” Specifically, ASU 2011-11 applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the FASB Accounting Standards Codification or subject to a master netting arrangement or similar agreement. An entity is required to apply the amendments in ASU 2013-01 for fiscal years beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The effective date is the same as the effective date of ASU 2011-11. The adoption of ASU No. 2013-01 is not expected to have a material impact on the consolidated financial statements.

In February 2013, the FASB issued ASU 2013-02, "Comprehensive Income – Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income." This update requires an entity to provide information about the amounts reclassified out of accumulated other comprehensive income by component. In addition, entities are required to present, either on the face of the statement where net income is presented or in the notes to the financial statements, significant amounts reclassified out of accumulated other comprehensive income by the respective line items of net income but only if the amount reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period. For other amounts that are not required under U.S. GAAP to be reclassified in their entirety to net income, entities are required to cross-reference to the note where additional details about the effect of the reclassifications are disclosed. This ASU is effective prospectively for reporting periods beginning after December 15, 2012. The adoption of this guidance is not expected to have a significant impact on the presentation of the Company's consolidated financial statements.

In March 2013, the Financial Accounting Standards Board ("FASB") issued ASU No. 2013-05, Foreign Currency Matters (Topic 830)—Parent's Accounting for the Cumulative Translation Adjustment upon Derecognition of Certain Subsidiaries or Groups of Assets within a Foreign Entity or of an Investment in a Foreign Entity, ("ASU 2013-05"). This amendment clarifies the applicable guidance for the release of cumulative translation adjustment into net earnings. When an entity ceases to have a controlling financial interest in a subsidiary or group of assets within a foreign entity, the entity is required to apply the guidance in ASC 830-30 to release any related cumulative translation adjustment into net earnings. Accordingly, the cumulative translation adjustment should be released into net earnings only if the sale or transfer results in the complete or substantially complete liquidation of the foreign entity in which the subsidiary or group of assets had resided. ASU 2013-05 is effective prospectively for fiscal years, and interim reporting periods within those years, beginning after December 15, 2013. Early adoption is permitted as of the beginning of the entity's fiscal year. The Company will adopt ASU 2013-05 as of the beginning of calendar 2014 and does not expect the adoption of ASU 2013-05 to have a material impact on the Company's consolidated financial position, cash flows, or results of operations.

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6. VARIABLE INTEREST ENTITY

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

6. VARIABLE INTEREST ENTITY

VIEs are those entities in which a company, through contractual arrangements, bears the risk of, and enjoys the rewards normally associated with ownership of the entity, and therefore the company is the primary beneficiary of the entity.  Cellular Biomedicine Group Ltd (Shanghai) (“CBMG Shanghai”) is a variable interest entity (VIE), through which the Company conducts stem cell research and clinical trials in China.  The shareholders of record for CBMG Shanghai are Cao Wei and Chen Mingzhe, who together own 100% of the equity interests in CBMG Shanghai. The initial capitalization and operating expenses of CBMG Shanghai are funded by our WFOE, Cellular Biomedicine Group Ltd. (Wuxi) (“CBMG Wuxi”).  The registered capital of CBMG Shanghai is ten million RMB and was incorporated on October 19, 2011.

In February 2012, CBMG Wuxi provided financing to CBMG Shanghai in the amount of $1,587,075 for working capital purposes.  In conjunction with the provided financing, exclusive option agreements were executed granting CBMG Wuxi the irrevocable and exclusive right to convert the unpaid portion of the provided financing into equity interest of CBMG Shanghai at CBMG Wuxi’s sole and absolute discretion.  CBMG Wuxi and CBMG Shanghai additionally executed a business cooperation agreement whereby CBMG Wuxi is to provide CBMG Shanghai with technical and business support, consulting services, and other commercial services.  The shareholders of CBMG Shanghai pledged their equity interest in CBMG Shanghai as collateral in the event CBMG Shanghai does not perform its obligations under the business cooperation agreement.

The Company has determined it is the primary beneficiary of CBMG Shanghai by reference to the power and benefits criterion under ASC 810, Consolidation. This determination was reached after considering the financing provided by CBMG Wuxi to CBMG Shanghai is convertible into equity interest of CBMG Shanghai and the business cooperation agreement grants the Company and its officers the power to manage and make decisions that affect the operation of CBMG Shanghai.

There are substantial uncertainties regarding the interpretation, application and enforcement of PRC laws and regulations, including but not limited to the laws and regulations governing our business or the enforcement and performance of our contractual arrangements.  See Risk Factors below regarding “Risks Related to Our Structure”. The Company has not provided any guarantees related to CBMG Shanghai and no creditors of CBMG Shanghai have recourse to the general credit of the Company.

As the primary beneficiary of CBMG Shanghai, the Company consolidates in its financial statements the financial position, results of operations, and cash flows of CBMG Shanghai, and all intercompany balances and transactions between the Company and CBMG Shanghai are eliminated in the consolidated financial statements.

The Company has aggregated the financial information of CBMG Shanghai in the table below. The aggregate carrying value of CBMG Shanghai’s assets and liabilities (after elimination of intercompany transactions and balances) in the Company’s consolidated balance sheet as of June 30, 2013 and December 31, 2012, are as follows:

	June 30,		December 31,
	2013		2012
Assets
Cash	$	37,289	$	10,183
Other receivable		99,301		51,949
Inventory		23,583		33,232
Prepaid expenses		67,302		4,420
Total current assets		227,475		99,784
Property, plant and equipment, net		888,879		1,082,358
Intangibles		79,585		79,468
Deferred tax asset		-		39,615
Total assets	$	1,195,939	$	1,301,225
Liabilities
Liabilities:
Accounts payable	$	8,713	$	16,004
Accrued expenses		452,408		539,244
Tax payable		15,094		-
Total liabilities	$	476,215	$	555,248

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4. RESTATEMENT AND RECLASSIFICATION

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

4. RESTATEMENT AND RECLASSIFICATION

The Company presented the December 31, 2012 balance sheet in the 8-K/A filed on June 18, 2013, without properly applying ASC 810 Consolidation, with respect to the treatment of the Variable Interest Entity (VIE) relationship.  The correction was the result of other current receivables to the VIE treated as equity in the amount of $1,587,075.  In addition, reclassifications of account categorizations were made on the balance sheet. There was no material impact to the Company’s financial condition, operating cash flows or results of operations as a result of this correction.  Prior periods have been corrected to conform to the current period presentation.

The following table sets forth the impact of this correction on our balance sheet as of December 31, 2012:

CELLULAR BIOMEDICINE GROUP, INC.
CONSOLIDATED BALANCE SHEET
	December 31, 2012
	As Originally reported			Restatement adjustment			As Restated
Assets
Cash	$	4,144,896		$	-		$	4,144,896
Accounts receivable		20,683			-			20,683
Other receivable		1,715,756			(1,587,075	)		128,681
Inventory		37,241			-			37,241
Prepaid expenses		18,118			-			18,118
Total current assets		5,936,694			(1,587,075	)		4,349,619
Property, plant and equipment, net		1,326,882			-			1,326,882
Intangibles		940,897			-			940,897
Deferred tax asset					119,427			119,427
Long-term prepaid expenses		14,802			-			14,802
Total assets (1)	$	8,219,275		$	(1,467,648	)	$	6,751,627
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	23,931		$	-		$	23,931
Accrued expenses		97,454			-			97,454
Tax payable		(119,427	)		119,427			-
Other current liabilities		473,848			-			473,848
Total current liabilities		475,806			119,427			595,233
Deferred tax liability non-current		-			-			-
Total liabilities (1)		475,806			119,427			595,233
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares
authorized; none issued and outstanding
as of March 31, 2013 and December 31, 2012, respectively		-			-			-
Common stock, par value $.001, 300,000,000 shares authorized;
5,704,245 and 3,710,560 issued and outstanding
as of March 31, 2013 and December 31, 2012, respectively		3,711			-			3,711
Additional paid in capital		14,414,998			(1,587,075	)		12,827,923
Accumulated deficit		(6,736,866	)		-			(6,736,866	)
Accumulated other comprehensive income (loss)		61,626			-			61,626
Total stockholders' equity		7,743,469			(1,587,075	)		6,156,394
Total liabilities and stockholders' equity	$	8,219,275		$	(1,467,648	)	$	6,751,627

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details)	6 Months Ended
	Jun. 30, 2013
Office equipment
Estimated Useful Lives	5 years
Manufacturing equipment
Estimated Useful Lives	5 years
Leasehold improvements
Estimated Useful Lives	5 years
Computer equipment
Estimated Useful Lives	5 years

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3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables)

6 Months Ended

Jun. 30, 2013

Summary Of Significant Accounting Policies Tables

Depreciation

Depreciation is provided for on the straight-line method over the following estimated useful lives:

Description	Estimated useful life
Office equipment	5 years
Manufacturing equipment	5 years
Leasehold improvements	5 years
Computer equipment	5 years

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8. INVENTORY (Tables)

6 Months Ended

Jun. 30, 2013

Inventory Tables

Inventory

At June 30, 2013 and December 31, 2012, inventory consisted of the following:

	June 30, 2013		December 31, 2012
Raw materials	$	30,439	$	37,241
Finished goods		-		-
		30,439		37,241

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15. DEFERRED REVENUE (Tables)

6 Months Ended

Jun. 30, 2013

Deferred Revenue Tables

Deferred revenue

The following table represents the balance of deferred revenue that has not yet been recognized under the Company’s revenue recognition policies:

	June 30,		December 31,
	2013		2012
Kaida Road Construction Company	$	73,000	$	-
AREM Pacific Corporation		92,985		-
Dwarf Technologies		75,814		-
LongWen		10,035		-
Deferred Revenue	$	251,834	$	-

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12. LEASES (Details) (USD $)	Jun. 30, 2013
Leases Details
2013	$ 193,648
2014	376,549
Total	$ 570,197

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9. PROPERTY, PLANT AND EQUIPMENT (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Gross Property plant and equipment	$ 1,450,816	$ 1,456,578
Less: accumulated depreciation	(306,500)	(129,696)
Net Property plant and equipment	1,144,316	1,326,882
Office equipment
Gross Property plant and equipment	16,874	16,586
Manufacturing equipment
Gross Property plant and equipment	686,348	644,909
Computer equipment
Gross Property plant and equipment	37,258	32,504
Leasehold improvements
Gross Property plant and equipment	$ 710,336	$ 762,579

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5. BUSINESS COMBINATION (Details) (USD $)	Jun. 30, 2013
Business Combination Details
Cash	$ 2,568,995
Other current assets	50,000
Investments	2,026,334
Goodwill	6,808,533
Total assets acquired	11,453,862
Accounts payable	(149,098)
Accrued expenses	(1,156,223)
Deferred revenue	(251,834)
Advances payable to related party	(32,635)
Other current liabilities	(5,734)
Deferred tax liability non-current	(76,544)
Total liabilities assumed	(1,672,068)
Net assets acquired	$ 9,781,794

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Stockholders' equity:
Preferred stock par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	50,000,000	50,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Common stock, par value	$ 0.001	$ 0.001
Common stock, Authorized	300,000,000	300,000,000
Common stock, Issued	5,726,011	3,710,560
Common stock, outstanding	5,726,011	3,710,560

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9. PROPERTY, PLANT AND EQUIPMENT

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

9. PROPERTY, PLANT AND EQUIPMENT

As of June 30, 2013 and December 31, 2012, property, plant and equipment, carried at cost, consisted of the following:

	June 30, 2013			December 31, 2012
Office equipment	$	16,874		$	16,586
Manufacturing equipment		686,348			644,909
Computer equipment		37,258			32,504
Leasehold improvements		710,336			762,579
		1,450,816			1,456,578
Less: accumulated depreciation		(306,500	)		(129,696	)
	$	1,144,316		$	1,326,882

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CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$ (8,400,584)	$ (1,809,036)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	425,578	122,237
Non-cash stock compensation expense	665,210
Amortization of deferred stock compensation	862,434
Common stock issued for services	1,844,155
Deferred tax asset	(14,783)
Loss on the disposal of fixed assets		1,477
Loss on the disposal of investments	69,071
Changes in operating assets and liabilities:
Accounts receivables	20,683	38,198
Other receivables	(38,104)	(65,054)
Inventory	6,802	25,131
Prepaid expenses	(154,994)	350,014
Accounts payables	(16,704)	(10,812)
Other payables	(149,048)	(550,704)
Taxes payable		(87,950)
Accrued liabilities	254,944	44
Long-term prepaid expenses	14,802
Net cash used in operating activities	(4,610,538)	(1,986,455)
CASH FLOWS FROM INVESTING ACTIVITIES:
Acquisition of business, net of cash acquired	2,568,995
Proceeds from the sale of assets	10,071
Purchases of intangibles	(12,880)	(30,429)
Purchases of assets	(52,465)	(871,411)
Net cash provided by (used in) investing activities	2,513,721	(901,840)
CASH FLOWS FROM FINANCING ACTIVITIES:
Common stock issued		1,112,928
Repayment of advances from affiliate	(1,250)	(5,651)
Net cash provided by (used in) financing activities	(1,250)	1,107,277
EFFECT OF EXCHANGE RATE CHANGES ON CASH	13,319	7,580
INCREASE (DECREASE) IN CASH	(2,084,748)	(1,773,438)
CASH, BEGINNING OF PERIOD	4,144,896	4,413,971
CASH, END OF PERIOD	2,060,148	2,640,533
SUPPLEMENTAL CASH FLOW INFORMATION
Non cash transactions
Issuance of company stock for accrued liabilities and advances	149,475
Issuance of stock for services	$ 1,844,155	$ 113,750

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14. EQUITY (Details Narrative) (USD $)	3 Months Ended	6 Months Ended			6 Months Ended	3 Months Ended	6 Months Ended
	Jun. 30, 2012	Jun. 30, 2012	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2013 Number of Employees, Total [Member]	Jun. 30, 2012 Service Agreements [Member]	Jun. 30, 2012 Service Agreements [Member]	Jun. 30, 2013 Former Officer [Member]	Jun. 30, 2013 Majority Shareholder [Member]
Shares Issued			5,726,011	3,710,560
Par value of common stock			$ 0.001
Shares Outstanding			5,726,011	3,710,560
Shares Authorized			300,000,000	300,000,000
Common stock issued					71,814	3,003	6,109	60,000	342,360
Common Stock Issued Expensed					$ 305,210	$ 75,000	$ 113,750	$ 360,000	$ 1,694,682
Proceeds from stock option issued	12,012	112,104
Proceed from stock option issued	$ 200,000	$ 2,700,000

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CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Assets
Cash	$ 2,060,148	$ 4,144,896
Accounts receivable		20,683
Other receivable	166,785	128,681
Inventory	30,439	37,241
Prepaid expenses	173,112	18,118
Other current assets	50,000
Total current assets	2,480,484	4,349,619
Investments	1,212,619
Property, plant and equipment, net	1,144,316	1,326,882
Goodwill	6,808,533
Intangibles	781,870	940,897
Deferred tax asset	134,210	119,427
Long-term prepaid expenses		14,802
Total assets (1)	12,562,032	6,751,627
Liabilities and Stockholders' Equity
Accounts payable	156,325	23,931
Accrued expenses	1,498,500	97,454
Tax payable	10,121
Deferred revenue	251,834
Advances payable to related party	31,385
Other current liabilities	330,534	473,848
Total current liabilities	2,278,699	595,233
Deferred tax liability non-current	76,544
Total liabilities (1)	2,355,243	595,233
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares authorized; none issued and outstanding as of June 30, 2013 and December 31, 2012, respectively
Common stock, par value $.001, 300,000,000 shares authorized; 5,726,011 and 3,710,560 issued and outstanding as of June 30, 2013 and December 31, 2012, respectively	5,726	3,711
Additional paid in capital	25,979,501	12,827,923
Accumulated deficit	(15,137,450)	(6,736,866)
Accumulated other comprehensive income (loss)	(640,988)	61,626
Total stockholders' equity	10,206,789	6,156,394
Total liabilities and stockholders' equity	$ 12,562,032	$ 6,751,627

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10. FAIR VALUE ACCOUNTING (Details) (USD $)	Jun. 30, 2013
Equity position	$ 1,212,619
Investment Type 1
Investment Type 2
Total
Level 1
Equity position	1,212,619
Investment Type 1
Investment Type 2
Total
Level 2
Investment Type 1
Investment Type 2
Total
Level 3
Investment Type 1
Investment Type 2
Total
Equity position in Alpha Lujo, Inc.
Equity position	128,541
Equity position in Alpha Lujo, Inc. | Level 1
Equity position	128,541
Equity position in Alpha Lujo, Inc. | Level 2
Equity position
Equity position in Alpha Lujo, Inc. | Level 3
Equity position
Equity position in Wonder International Education & Investment Group Corporation
Equity position	1,084,078
Equity position in Wonder International Education & Investment Group Corporation | Level 1
Equity position	1,084,078
Equity position in Wonder International Education & Investment Group Corporation | Level 2
Equity position
Equity position in Wonder International Education & Investment Group Corporation | Level 3
Equity position

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4. RESTATEMENT AND RECLASSIFICATION (Tables)

6 Months Ended

Jun. 30, 2013

Restatement And Reclassification Tables

Impact of reclassifications

The following table sets forth the impact of this correction on our balance sheet as of December 31, 2012:

CELLULAR BIOMEDICINE GROUP, INC.
CONSOLIDATED BALANCE SHEET
	December 31, 2012
	As Originally reported			Restatement adjustment			As Restated
Assets
Cash	$	4,144,896		$	-		$	4,144,896
Accounts receivable		20,683			-			20,683
Other receivable		1,715,756			(1,587,075	)		128,681
Inventory		37,241			-			37,241
Prepaid expenses		18,118			-			18,118
Total current assets		5,936,694			(1,587,075	)		4,349,619
Property, plant and equipment, net		1,326,882			-			1,326,882
Intangibles		940,897			-			940,897
Deferred tax asset					119,427			119,427
Long-term prepaid expenses		14,802			-			14,802
Total assets (1)	$	8,219,275		$	(1,467,648	)	$	6,751,627
Liabilities and Stockholders' Equity
Liabilities:
Accounts payable	$	23,931		$	-		$	23,931
Accrued expenses		97,454			-			97,454
Tax payable		(119,427	)		119,427			-
Other current liabilities		473,848			-			473,848
Total current liabilities		475,806			119,427			595,233
Deferred tax liability non-current		-			-			-
Total liabilities (1)		475,806			119,427			595,233
Stockholders' equity:
Preferred stock, par value $.001, 50,000,000 shares
authorized; none issued and outstanding
as of March 31, 2013 and December 31, 2012, respectively		-			-			-
Common stock, par value $.001, 300,000,000 shares authorized;
5,704,245 and 3,710,560 issued and outstanding
as of March 31, 2013 and December 31, 2012, respectively		3,711			-			3,711
Additional paid in capital		14,414,998			(1,587,075	)		12,827,923
Accumulated deficit		(6,736,866	)		-			(6,736,866	)
Accumulated other comprehensive income (loss)		61,626			-			61,626
Total stockholders' equity		7,743,469			(1,587,075	)		6,156,394
Total liabilities and stockholders' equity	$	8,219,275		$	(1,467,648	)	$	6,751,627

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18. NET LOSS PER SHARE

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

18. NET LOSS PER SHARE

Basic and diluted net loss per common share is computed on the basis of our weighted average number of common shares outstanding, as determined by using the calculations outlined below:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net loss	$	(2,495,842	)	$	(878,762	)	$	(8,400,584	)	$	(1,809,036	)
Weighted average shares of common stock		5,719,075			2,896,868			5,196,583			2,871,534
Dilutive effect of stock options		-			-			-			-
Common stock and common stock equivalents		5,719,075			2,896,868			5,196,583			2,871,534
Net loss per basic share	$	(0.44	)	$	(0.30	)	$	(1.62	)	$	(0.63	)
Net loss per diluted share	$	(0.44	)	$	(0.30	)	$	(1.62	)	$	(0.63	)

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4. RESTATEMENT AND RECLASSIFICATION (Details Narrative) (USD $)	Jun. 30, 2013
Restatement And Reclassification Details Narrative
Other current receivables to the VIE treated as equity	$ 1,587,075

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11. INTANGIBLE ASSETS (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Intangible Assets Details Narrative
Amortization expense	$ 87,242	$ 390	$ 172,578	$ 390

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18. NET LOSS PER SHARE (Tables)

6 Months Ended

Jun. 30, 2013

Net Loss Per Share Tables

Schedule of basic and diluted earning per share

Basic and diluted net loss per common share is computed on the basis of our weighted average number of common shares outstanding, as determined by using the calculations outlined below:

	Three Months Ended						Six Months Ended
	June 30,						June 30,
	2013			2012			2013			2012
Net loss	$	(2,495,842	)	$	(878,762	)	$	(8,400,584	)	$	(1,809,036	)
Weighted average shares of common stock		5,719,075			2,896,868			5,196,583			2,871,534
Dilutive effect of stock options		-			-			-			-
Common stock and common stock equivalents		5,719,075			2,896,868			5,196,583			2,871,534
Net loss per basic share	$	(0.44	)	$	(0.30	)	$	(1.62	)	$	(0.63	)
Net loss per diluted share	$	(0.44	)	$	(0.30	)	$	(1.62	)	$	(0.63	)

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11. INTANGIBLE ASSETS (Tables)

6 Months Ended

Jun. 30, 2013

Intangible Assets Tables

Intangible assets at cost

As of June 30, 2013 and December 31, 2012, intangible assets, at cost, consisted of the following:

Patent - 5 year
	June 30, 2013			December 31, 2012
Cost basis	$	58,638		$	48,286
Less: accumulated amortization		(2,803	)		(1,419	)
	$	55,835		$	46,867
Patent - 3 year
	June 30, 2013			December 31, 2012
Cost basis	$	1,000,000		$	1,000,000
Less: accumulated amortization		(305,556	)		(139,097	)
	$	694,444		$	860,903
Software
	June 30, 2013			December 31, 2012
Cost basis	$	37,606		$	34,259
Less: accumulated amortization		(6,015	)		(1,132	)
	$	31,591		$	33,127

Estimated amortization expenses

Estimated amortization expense for each of the ensuing years are as follows:

Year ending December 31,	Amount
2013	$	172,430
2014		344,860
2015		205,974
2016		9,561
2017 and thereafter	$	49,045
	$	781,870

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12. LEASES (Tables)

6 Months Ended

Jun. 30, 2013

Leases Tables

Future minimum lease payments due

As of June 30, 2013, the Company has the following future minimum lease payments due under the foregoing lease agreements:

Year ending December 31,	Amount
2013	$	193,648
2014		376,549
		570,197

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8. INVENTORY

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

8. INVENTORY

At June 30, 2013 and December 31, 2012, inventory consisted of the following:

	June 30, 2013		December 31, 2012
Raw materials	$	30,439	$	37,241
Finished goods		-		-
		30,439		37,241

This inventory is from the biomedicine segment. The consulting segment does not have inventory.

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18. NET LOSS PER SHARE (Details) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Net Loss Per Share Details
Net loss	$ (2,495,842)	$ (878,762)	$ (8,400,584)	$ (1,809,036)
Weighted average shares of common stock	5,719,075	2,896,868	5,196,583	2,871,534
Dilutive effect of stock options
Common stock and common stock equivalents	5,719,075	2,896,868	5,196,583	2,871,534
Net loss per basic share	$ (0.44)	$ (0.30)	$ (1.62)	$ (0.63)
Net loss per diluted share	$ (0.44)	$ (0.30)	$ (1.62)	$ (0.63)

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5. BUSINESS COMBINATION (Tables)

6 Months Ended

Jun. 30, 2013

Business Combination Tables

Initial allocation of the purchase price

The following table presents the initial allocation of the purchase price of EastBridge by Cellular Biomedicine:

Cash	$	2,568,995
Other current assets		50,000
Investments		2,026,334
Goodwill		6,808,533
Total assets acquired		11,453,862
Accounts payable		(149,098	)
Accrued expenses		(1,156,223	)
Deferred revenue		(251,834	)
Advances payable to related party		(32,635	)
Other current liabilities		(5,734	)
Deferred tax liability non-current		(76,544	)
Total liabilities assumed		(1,672,068	)
Net assets acquired	$	9,781,794

Unaudited pro forma consolidated results of operations

The following unaudited pro forma consolidated results of operations for the three and six months ended June 30, 2013 and 2012 has been prepared as if the acquisition of EastBridge had occurred on January 1, 2012.

	Three Months Ended June 30, 2013									Three Months Ended June 30, 2012
	CBMG			EastBridge			Pro forma			CBMG			EastBridge			Pro forma
	As stated			Pro forma Adjustment			Consolidated			As stated			Pro forma Adjustment			Consolidated
Net revenue	$	111,434		$	-		$	111,434		$	194,774		$	166,771		$	361,545
Net loss		(2,495,842	)		-			(2,495,842	)		(878,762	)		(171,725	)		(1,050,487	)
Weighted average shares		5,719,075			-			5,719,075			2,896,868			1,563,706			4,460,574
Earnings per share
Basic and diluted	$	(0.44	)	$	-		$	(0.44	)	$	(0.30	)	$	(0.11	)	$	(0.24	)
	Six Months Ended June 30, 2013									Six Months Ended June 30, 2012
	CBMG			EastBridge			Pro forma			CBMG			EastBridge			Pro forma
	As stated			Pro forma Adjustment			Consolidated			As stated			Pro forma Adjustment			Consolidated
Net revenue	$	111,434		$	-		$	111,434		$	273,363		$	166,771		$	440,134
Net loss		(8,400,584	)		(230,707	)		(8,631,291	)		(1,809,036	)		(416,099	)		(2,225,135	)
Weighted average shares		5,196,583			313,930			5,510,513			2,871,534			1,563,706			4,435,240
Earnings per share
Basic and diluted	$	(1.62	)	$	(0.73	)	$	(1.57	)	$	(0.63	)	$	(0.27	)	$	(0.50	)

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3. Summary of Significant Accounting Policies (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Summary Of Significant Accounting Policies Details Narrative
Depreciation expense	$ 121,585	$ 85,168	$ 253,000	$ 121,847
Comprehensive loss	$ (640,988)	$ 61,626	$ (640,988)	$ 61,626

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11. INTANGIBLE ASSETS

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

11. INTANGIBLE ASSETS

Intangible assets that are subject to amortization are reviewed for potential impairment whenever events or circumstances indicate that carrying amounts may not be recoverable. Assets not subject to amortization are tested for impairment at least annually. The Company evaluates the continuing value of the intangibles at each balance sheet date and records write-downs if the continuing value has become impaired. An impairment is determined to exist if the anticipated future cash flow attributable to the asset is less than its carrying value. The asset is then reduced to the net present value of the anticipated future cash flow. Goodwill is reviewed for possible impairment at least annually or more frequently upon the occurrence of an event or when circumstances indicate that a reporting unit’s carrying amount is greater than its fair value.

As of June 30, 2013 and December 31, 2012, intangible assets, at cost, consisted of the following:

Patent - 5 year
	June 30, 2013			December 31, 2012
Cost basis	$	58,638		$	48,286
Less: accumulated amortization		(2,803	)		(1,419	)
	$	55,835		$	46,867
Patent - 3 year
	June 30, 2013			December 31, 2012
Cost basis	$	1,000,000		$	1,000,000
Less: accumulated amortization		(305,556	)		(139,097	)
	$	694,444		$	860,903
Software
	June 30, 2013			December 31, 2012
Cost basis	$	37,606		$	34,259
Less: accumulated amortization		(6,015	)		(1,132	)
	$	31,591		$	33,127

All software is provided by a 3rd party vendor, not internally developed, it has an estimated useful life of 5 years. Amortization expense for the three and six months ended June 30, 2013 was $87,242 and $172,578, respectively, the amortization expense for the three and six months ended June 30, 2012 was $390, respectively. Estimated amortization expense for each of the ensuing years are as follows:

Year ending December 31,	Amount
2013	$	172,430
2014		344,860
2015		205,974
2016		9,561
2017 and thereafter	$	49,045
	$	781,870

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7. OTHER CURRENT ASSETS

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

7. OTHER CURRENT ASSETS

Other Receivables

The Company pays deposits on various items relating to office expenses. Management has classified these deposits as receivables as the intention is to recover these deposits in less than 12 months. As of June 30, 2013 and December 31, 2012 the amounts of other receivables was $166,785 and $128,681.

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2. BASIS OF PRESENTATION

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

2. BASIS OF PRESENTATION

As of February 6, 2013, in connection with the Merger, Cellular Biomedicine Group, Ltd. being the accounting acquirer thus resulting in a reverse merger for accounting purposes. Therefore, the accompanying financial statements are on a consolidated basis subsequent to February 6, 2013, but only reflect the operations of Cellular Biomedicine Group, Ltd. prior to the date of acquisition.

The results of operations for the three and six months ended June 30, 2013, are not necessarily indicative of the results to be expected for the full year. The information included in this Form 10-Q should be read in conjunction with the audited financial statements of Cellular Biomedicine Group, Ltd for the year ended December 31, 2012 filed on as Exhibit 99.1 to Form 8-K/A filed with the Securities and Exchange Commission on June 18, 2013. Unless otherwise noted in this report, any description of “us”, “our” or “we” refers to Cellular Biomedicine Group, Inc. and its subsidiaries.

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the reported amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from these estimates.

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11. INTANGIBLE ASSETS (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Total	$ 781,870
Patent - 5 year
Cost basis	58,638	48,286
Less: accumulated amortization	(2,803)	(1,419)
Total	55,835	46,867
Patent - 3 year
Cost basis	1,000,000	1,000,000
Less: accumulated amortization	(305,556)	(139,097)
Total	694,444	860,903
Software - 5 year
Cost basis	37,606	34,259
Less: accumulated amortization	(6,015)	(1,132)
Total	$ 31,591	$ 33,127

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6. VARIABLE INTEREST ENTITY (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012	Jun. 30, 2012	Dec. 31, 2011
Assets
Cash	$ 2,060,148	$ 4,144,896	$ 2,640,533	$ 4,413,971
Other receivable	166,785	128,681
Inventory	30,439	37,241
Property, plant and equipment, net	1,144,316	1,326,882
Intangibles	781,870	940,897
Deferred tax asset	134,210	119,427
Liabilities:
Accounts payable	156,325	23,931
Accrued expenses	1,498,500	97,454
Tax payable	10,121
CBMG Shanghai
Assets
Cash	37,289	10,183
Other receivable	99,301	51,949
Inventory	23,583	33,232
Prepaid expenses	67,302	4,420
Total current assets	227,475	99,784
Property, plant and equipment, net	888,879	1,082,358
Intangibles	79,585	79,468
Deferred tax asset		39,615
Total Assets	1,195,939	1,301,225
Liabilities:
Accounts payable	8,713	16,004
Accrued expenses	452,408	539,244
Tax payable	15,094
Total liabilities	$ 476,215	$ 555,248

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9. PROPERTY, PLANT AND EQUIPMENT (Tables)

6 Months Ended

Jun. 30, 2013

Property Plant And Equipment Tables

Property, plant and equipment, carried at cost

As of June 30, 2013 and December 31, 2012, property, plant and equipment, carried at cost, consisted of the following:

	June 30, 2013			December 31, 2012
Office equipment	$	16,874		$	16,586
Manufacturing equipment		686,348			644,909
Computer equipment		37,258			32,504
Leasehold improvements		710,336			762,579
		1,450,816			1,456,578
Less: accumulated depreciation		(306,500	)		(129,696	)
	$	1,144,316		$	1,326,882

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15. DEFERRED REVENUE (Details) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Deferred Revenue	$ (251,834)
Kaida Road Construction Company
Deferred Revenue	73,000
Arem Pacific Corporation
Deferred Revenue	92,985
Dwarf Technologies
Deferred Revenue	75,814
LongWen
Deferred Revenue	$ 10,035

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14. EQUITY

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

14. EQUITY

Accounting Standard Codification Topic 505 Equity paragraph 505-50-30-6 establishes that share-based payment transactions with nonemployees shall be measured at the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Accounting Standard Codification Topic 470 Debt paragraph 470-50-40-3, in an early extinguishment of debt through exchange for common or preferred stock, allows for the reacquisition price of the extinguished debt shall be determined by the value of the common or preferred stock issued or the value of the debt whichever is more clearly evident.  The Company’s policy is to record all stock transactions at the quoted market price on the day of issuance, as the most consistently reliable measurement of the transaction value.

As of June 30, 2013, Cellular Biomedicine Group, Inc. had 5,726,011 shares of common stock, par value $.001, issued and outstanding with 300,000,000 common shares authorized.

Immediately prior to the reverse merger the company had 1,571,130 shares outstanding. The Company issued 3,638,941 shares in connection with the merger. See Note 5 for a discussion of the accounting for the merger.

During the three and six months ended June 30, 2013, the Company issued 21,766 and 41,766 shares of common stock, respectively, for services rendered. The Company expensed $67,475 and $149,475, respectively, in connection with these issuances based on the quoted market prices on the dates of issuance.

During the six months ended June 30, 2013, the Company issued 60,000 shares of common stock, to the former officers of the Company. The Company expensed $360,000 in connection with these issuances based on the quoted market prices on the dates of issuance.  No such issuances were made during the three months ended June 30, 2013.

During the six months ended June 30, 2013, the Company issued 71,814 shares of common stock, to employees that had earned these shares as compensation as of the date of merger. The Company expensed $305,210 in connection with these issuances based on the quoted market prices on the dates of issuance. No such issuances were made during the three months ended June 30, 2013.

During the six months ended June 30, 2013, the Company issued 342,360 shares of common stock, to specific stockholders as the Company did not achieve ten Phase II clinical trials by March 31, 2013 in accordance with the terms and conditions of certain private placement agreements entered into by private investors in CBMG BVI and assumed by the Company. The Company expensed $1,694,682 in connection with these issuances based on the quoted market prices on the dates of issuance. There are no further milestones that would require additional stock issuances. No such issuances were made during the three months ended June 30, 2013.

During the three and six months ended June 30, 2012, the Company issued 3,003 and 6,109 shares of common stock, respectively, for services rendered. The Company expensed $75,000 and $113,750, respectively, in connection with these issuances based on the quoted market prices on the dates of issuance.

During the three and six months ended June 30, 2012, the Company issued 12,012 and 112,104, respectively, shares of common stock for cash in the amount of $200,000 and $2,700,000, respectively.

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10. FAIR VALUE ACCOUNTING

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

10. FAIR VALUE ACCOUNTING

Assets measured at fair value on a recurring basis as of June 30, 2013 are summarized as follows:

	2013
	Fair Value Measurements at Reporting Date Using:
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Equity position in Alpha Lujo, Inc.	$	128,541	$	128,541	$	-	$	-
Equity position in Wonder International Education & Investment Group Corporation		1,084,078		1,084,078		-		-
	$	1,212,619	$	1,212,619	$	-	$	-
		2012
		Fair Vaue Measurements at Reporting Date Using:
			Quoted Prices in		Significant Other		Significant
			Active Markets for		Observable		Unobservable
			Identical Assets		Inputs		Inputs
	Total		(Level 1)		(Level 2)		(Level 3)
Assets:
Investment Type 1	$	-	$	-	$	-	$	-
Investment Type 2		-		-		-		-
	$	-	$	-	$	-	$	-

The Company holds 2,142,350 and 2,409,062 shares in Alpha Lujo, Inc and Wonder International Education and Investment Group Corporation, respectively. The Company has valued these shares at the closing OTCBB quoted price on June 30, 2013. As such, the estimated fair values of these financial instruments subsequent to the reporting date may be different than the amounts reported at period end. No such assets existed as of December 31, 2012.

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17. STOCK BASED COMPENSATION

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

17. STOCK BASED COMPENSATION

Our stock-based compensation arrangements include grants of stock options and restricted stock awards under the 2009 Stock Option Plan (the "2009 Plan") and the 2011 Incentive Stock Option Plan (the "2011 Plan"), and certain awards granted outside of these plans. Refer to Note 12, “Stock Based Compensation,” in Item 8. “Financial Statements and Supplementary Financial Data” appearing in our Annual Report on Form 10-K for the year ended December 31, 2012, as amended, for further information on our stock-based compensation arrangements. The compensation cost that has been charged against income related to stock-based compensation for the three and six months ended June 30, 2013 was $203,366 and $862,433, respectively, and is included in general and administrative expense in our Condensed Consolidated Statements of Operations. There was no such compensation cost for the three and six months ended June 30, 2012. As of June 30, 2013, there was total unrecognized compensation expense of $1,408,857 related to non-vested stock option awards and $104,996 related to non-vested restricted stock awards. That cost is expected to be recognized over a weighted-average period of 2.46 years and 2.10 years for the stock option and restricted stock awards, respectively. 

2009 Stock Option Plan

During the first quarter of 2009, the Company's Board of Directors approved and adopted the 2009 Plan and designated 100,000 shares of our common stock for issuance under the 2009 Plan to employees, directors or consultants for EastBridge through either the issuance of shares or stock option grants. Under the terms of the 2009 Plan, stock option grants shall be made with exercise prices not less than 100% of the fair market value of the shares of Common Stock on the grant date. Since adoption, the Company issued an aggregate of approximately 95,000 shares of Common Stock under the 2009 plan. These grants were not stock options but instead represent fully vested shares at the date of grant. For the six months ended June 30, 2013, the Company issued no shares of common stock under the 2009.

Amended and Restated 2011 Incentive Stock Option Plan

Awards granted under the 2011 Plan are typically granted with with following vesting or payment schedule: 30% on the first anniversary of the grant date, 30% on the second anniversary of the grant date, and 40% on the third anniversary of the grant date. As of June 30, 2013, a total of 63,133 restricted shares have been reserved for issuance to employees, that remain unearned.

During the six months ended June 30, 2013, the Company issued 264,738, shares of common stock under the 2011 Plan. All shares were issued to officers, directors and employees of the Company as stock based compensation. An additional 423,733 of common shares have been reserved under the 2011 Plan, but have not become issuable under options or issued as restricted share awards.

As of June 30, 2013, the following sets forth the total number of shares reserved and remaining available for issuance under the 2009 and 2011 plans.

	Total shares reserved under the plan		Remaining shares available for issuance under the plan
2009 Stock Option Plan		100,000		4,593
Amended and Restated 2011 Incentive Stock Option Plan		780,000		88,161

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15. DEFERRED REVENUE

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

15. DEFERRED REVENUE

The following table represents the balance of deferred revenue that has not yet been recognized under the Company’s revenue recognition policies:

	June 30,		December 31,
	2013		2012
Kaida Road Construction Company	$	73,000	$	-
AREM Pacific Corporation		92,985		-
Dwarf Technologies		75,814		-
LongWen		10,035		-
Deferred Revenue	$	251,834	$	-

All of the deferrd revenue result from receipt of cash deposits from the consulting segment clients in accordance with each specific listing agreements.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 05, 2013
Document And Entity Information
Entity Registrant Name	Cellular Biomedicine Group, Inc.
Entity Central Index Key	0001378624
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		6,174,519
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013

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16. COMMITMENTS AND CONTINGENCIES

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

16. COMMITMENTS AND CONTINGENCIES

Executive Employment Agreements

At the closing of the merger  with CBMG BVI, the Company entered into executive employment agreements with each of Wen Tao (Steve) Liu, Wei (William) Cao and Andrew Chan (each of these officers) dated February 6, 2013 (each an “Employment Agreement,” collectively, the “Employment Agreements”). Pursuant to their Employment Agreements, each of these officers will receive an annual base salary of $150,000. The officers are also eligible to participate in the Company’s Amended and Restated 2011 Incentive Stock Option Plan (the “Plan”) and receive an option grant thereunder for the purchase of common stock of the Company at the discretion of the board of directors of the Company (the “Board”). The term of the officers’ employment agreements are effective as of February 6, 2013 and continue for three years thereafter. After the three year term, if the officers continue to be employed, they will be employed on an at-will basis and their agreements shall automatically renew for successive one year terms, until and unless their employment is terminated.

Each of the above Executive Employment Agreements contain termination provisions that dependent on the reason an executive is terminated, severance payments and the payment of COBRA premiums may be triggered.

Copies of the Executive Employment Agreements were filed as Exhibits 10.2, 10.3 and 10.4 to our current report on Form 8-K filed February 12, 2013.

EastBridge Sub Employment Agreements with Norman Klein and Keith Wong

On February 6, 2013, EastBridge Sub entered into employment agreements with Norman Klein and Keith Wong (each a “Subsidiary Employment Agreement,” collectively, the “Subsidiary Employment Agreements”).

Pursuant to Mr. Wong’s Subsidiary Employment Agreement with EastBridge Sub, Mr. Wong is entitled to an annual base salary of $240,000. Mr. Wong is also eligible to participate in the Plan.

Pursuant to Mr. Klein’s Subsidiary Employment Agreement with EastBridge Sub, Mr. Klein is entitled to an annual base salary of $180,000. Mr. Klein is also eligible to participate in the Plan.

The Subsidiary Employment Agreements are effective as of February 6, 2013 and shall continue for three years thereafter unless earlier terminated. After the three year term, Mr. Wong and Mr. Klein shall continue to be employed on an at-will basis and their employment agreements automatically renew for successive one year terms until terminated.

Each of the above Subsidiary Employment Agreements contain termination provisions that dependent on the reason employment is terminated, severance payments and the payment of COBRA premiums may be triggered.

Copies of the Subsidiary Employment Agreements were attached as Exhibits 10.10 and 10.11 to our current report on Form 8-K filed February 12, 2013.

Deferred Compensation Arrangement with Former Officers

On February 5, 2013, the Company entered into a Deferred Compensation Agreement with Keith Wong and Norman Klein (the “Former Executives”), in which the Company agreed to: (i) pay its Former Executives certain accrued unpaid cash compensation consisting of $676,839 payable to Keith Wong and $459,300 payable to Norman Klein, plus aggregate accrued interest calculated at the simple rate of 12% per annum; and (ii) pay on August 31, 2013, a cash bonus payment of $204,723 to Mr. Wong and $152,577 to Mr. Klein. The Company accrued approximately $351,000 in interest and bonus in connection with Mr. Wong’s deferred compensation and approximately $262,000 in interest and bonus in connection with Mr. Klein’s deferred compensation. A copy of the Deferred Compensation Agreement was attached as Exhibit 10.9 to our current report on Form 8-K filed February 12, 2013.

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17. STOCK BASED COMPENSATION (Details Narrative) (USD $)	3 Months Ended	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2013 2011 Incentive Stock Option Plan	Jun. 30, 2012 Amended and Restated 2011 Incentive Stock Option Plan	Jun. 30, 2013 Amended and Restated 2011 Incentive Stock Option Plan
Stock-based compensation	$ 144,046	$ 193,740
Unrecognized compensation cost related to non-vested stock option awards		$ 1,408,857		$ 104,996
Weighted-average period for the stock option awards		2 years 5 months 16 days	2 years 1 month 6 days
Restricted shares awards			63,133
Shares issued under 2011 Incentive Plan			264,738
Additional Shares			423,733

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17. STOCK BASED COMPENSATION (Details)	Jun. 30, 2013
2009 Stock Option Plan
Total shares reserved under the plan	100,000
Remaining shares available for issuance under the plan	4,593
2011 Incentive Stock Option Plan
Total shares reserved under the plan	780,000
Remaining shares available for issuance under the plan	88,161