UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
--------------------
FORM 8-K
CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES ACT OF 1934
Date of Report (Date of earliest event reported): November 26, 2004
AEGIR VENTURES, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-50141
(Commission File Number)
none
(I.R.S. Employer Identification No.)
436-3 Tomondou Miyakecho Shikigun, Nara, Japan
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
n/a
(Former name or former address, if changed since last report)
Formerly at: Tianzhu Export Processing Zone, Shunyi District,
Beijing, China 10131
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 1.01 ENTRY INTO A DEFINITIVE MATERIAL AGREEMENT
On November 26, 2004, Bio-Bridge Science (Cayman) Corporation
("Bio-Bridge", the sole shareholder of Aegir Ventures, Inc. ("Aegir," "Company,"
or "Registrant")), entered into a Stock Purchase Agreement with Nakagawa
Corporation, a Japan corporation, the address of which is 436-3 Tomondou
Miyakecho Shikigun, Nara, Japan ("Nakagawa", or "Purchaser"). The total
consideration for all of the issued and outstanding shares was forty thousand
dollars (US$40,000) payable by promissory note over two years pursuant to the
terms as outlined in the Stock Purchase Agreement. Before this transaction,
there was no relationship between Purchaser and the Company nor did Purchaser
own any securities of the Company. Nakagawa now owns 100% of the issued and
outstanding shares of the Company.
Prior to the sale, the Company had 2,240,000 shares of common stock
outstanding, which represented all of the issued and outstanding shares of the
Company.
Copy of the Stock Purchase Agreement reflecting the sale of the 2,240,000
shares is attached hereto as an exhibit and is incorporated herein by reference.
The foregoing description of the agreement does not purport to be complete and
is qualified in its entirety by such reference to the Stock Purchase Agreement.
ITEM 5.01 CHANGE IN CONTROL OF REGISTRANT
Please see Item 1.01 and the exhibits attached hereto. The following table
sets forth, as of November 26, 2004, certain information with respect to the
Registrant's equity securities owned of record or beneficially by (i) each
officer and director of the Registrant; (ii) each person who owns beneficially
more than 5% of each class of the Registrant's outstanding equity securities;
and (iii) all directors and executive officers as a group.
TITLE OF NAME AND ADDRESS OF AMOUNT AND NATURE OF PERCNT OF
CLASS BENEFICIAL OWNER (1) BENEFICIAL OWNERSHIP CLASS (2)
- ---------- ------------------------------ -------------------- ---------
Common Stock Nakagawa Corporation (3) 2,240,000 100%
436-3 Tomondou Miyakecho
Shikigun Nara, Japan
Common Stock Nakagawa(4) 0 0%
Common Stock All Officers and Directors as 0 0%
a Group (1 person)
(1) Beneficial ownership has been determined in accordance with Rule
13d-3 under the Exchange Act and unless otherwise indicated,
represents securities for which the beneficial owner has sole voting
and investment power.
(2) Based upon 2,240,000 shares issued and outstanding.
(3) Nakagawa Koichi is the controlling shareholder of Nakagawa
Corporation.
(4) Nakagawa Koichi is the President, Secretary, Treasurer and Director
of the Company.
ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS
On November 26, 2004, the Board of Directors nominated Nakagawa Koichi to the
Board of Directors and all former officers and directors resigned. These
resignations consisted of Ming Jin Yu's resignation from the positions of
President, Secretary, Treasurer and sole Director of the Company. On November
26, 2004, Nakagawa Koichi was also appointed President, Secretary and Treasurer
of the Company. There are no related party transactions between Mr. Koichi and
the Company requiring disclosure under Items 404(a) and (b) of Regulation S-B.
Mr. Koichi joined Matsumitetu Corporation, a corporation devoted to textile
product sales, in 1991 as a sales representative. In July 2000, he started
Nakagawa Corporation and served as President since then. Nakagawa Corporation's
main business is the management of house interior design and parking lots.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(C)Exhibits:
10.1 Agreement for the Purchase of Common Stock dated as of November 26, 2004,
by and between Nakagawa Corporation and Bio-Bridge Science (Cayman) Corporation.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
AEGIR VENTURES, INC.
By:/s/ Nakagawa Koichi Date: November 29, 2004
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Name: Nakagawa Koichi
Title: President