SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 31, 2005
BBMF CORPORATION
(Exact name of Registrant as specified in its charter)
NEVADA 0-27989 88-0286466
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
Room 4302, 43rd Floor, China Resources Building
26 Harbour Road, Wan Chai, Hong Kong SAR
(Address of principal executive offices) (Zip code)
+852 2116 8509
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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 (see General Instruction A.2. below):
[ ] 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 MATERIAL DEFINITIVE AGREEMENT
On March 31, 2005, BBMF Corporation, a Nevada corporation (the "Company" or
the "Registrant"), entered into several share sale and purchase agreements (the
"Agreements") with certain shareholders of Bothtec Inc., a corporation organized
and existing under the laws of Japan ("Bothtec"), to acquire an aggregate of
1,890 shares of Bothtec at an aggregate purchase price of 42,350,000 Japanese
Yen. A form of the Agreement is attached hereto as Exhibit 1.1. The 1,890 shares
represent 52.8% of the issued and outstanding stock of Bothtec. Bothtec is
primarily engaged in the business of developing and distributing of on-line
computer games and mobile games.
ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
From April 1, 2005 to April 6, 2005, the parties completed the share sale
and purchase transactions as described in Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Business Acquired.
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It is currently impracticable for the Company to provide the required
financial statements. In accordance with Item 9.01(a)(4) of the Instructions to
Form 8-K, the Company will file such financial statements as soon as they are
available, and in no event later than 71 days from the date of the 8-K filing.
(b) Pro Forma Financial Information.
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It is currently impracticable for the Company to provide the required
financial statements. In accordance with Items 9.01(a)(4) and 9.01(b)(2) of the
Instructions to Form 8-K, the Company will file such financial statements as
soon as they are available, and in no event later than 71 days from the date of
the 8-K filing.
(c) Exhibit.
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1.1 Form of Share Sale and Purchase Agreement, each dated March 31,
2005, as entered into by and between the Company and certain
shareholders of Bothtec.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
BBMF CORPORATION
(Registrant)
Date: April 6, 2004 By: /s/ Antony Ren Haw Ip
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Antony Ren Haw Ip
President