UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the quarterly period ended September 30, 2004
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[ ] TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934.
For the transition period from to
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Commission file number 0-50141
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Aegir Ventures, Inc.
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(Exact name of registrant as specified in its charter)
Delaware pending
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(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
Tianzhu Export Processing Zone, Shunyi District, Beijing, China 101312
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(Address of principal executive offices) (Zip Code)
(86-10) 8041-1315
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(Registrant's telephone number, including area code)
Formerly at 244 Fifth Avenue, #W219, New York, NY 10001
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(Former name, former address and former fiscal year, if changed since last
report)
Check whether the issuer: (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 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.
[X] Yes [ ] No
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
Outstanding at September 30, 2004
Common Stock, par value $0.0001 - 2,240,000
Transitional Small Business Disclosure Format (check one): [ ] Yes [X] No
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements.
The Financial Statements of the Registrant required to be filed with this 10-
QSB Quarterly Report were prepared by management and commence on the following
page, together with related Notes. In the opinion of management, the Financial
Statements fairly present the financial condition of the Registrant.
<Table> <c> <c>
Aegir Ventures, Inc.
(A Development Stage Company)
As of September 30, 2004
(Unaudited)
ASSETS
CURRENT ASSETS $ --
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TOTAL CURRENT ASSETS $ --
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OTHER ASSETS $ --
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TOTAL OTHER ASSETS $ --
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TOTAL ASSETS $ --
==========
LIABILITIES and STOCKHOLDERS' EQUITY
Tax Payable $ --
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CURRENT LIABILITIES $ --
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TOTAL LIABILITIES $ --
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STOCKHOLDERS' EQUITY
Preferred stock, $0.0001 par value; 20,000,000 shares
authorized, 0 shares issued and outstanding $ --
Common stock, $0.0001 par value; 100,000,000 shares
authorized; 2,240,000 shares issued and outstanding $ 224
Additional paid-in capital $ --
Accumulated deficit during development stage $ (224)
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TOTAL STOCKHOLDERS' EQUITY $ --
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TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ --
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The accompanying notes are an integral part of financial statements.
Aegir Ventures, Inc.
(A Development Stage Company)
Statement of Operations
(Unaudited)
Three Months Three Months July 16, 2002
Ended Ended (Inception) to
September 30, September 30, September 30,
2004 2003 2004
------------- ------------- ----------------
Income $ -- $ -- $ --
Expenses
Organization expense -- -- 124
General and administrative -- -- 100
-------- -------- --------
Total expenses -- -- 224
-------- -------- --------
NET LOSS $ -- $ -- $ (224)
======== ======== ========
See accompanying notes to financial statements
Aegir Ventures, Inc.
(A Development Stage Company)
Statements of Cash Flows
Unaudited
Three Months Three Months July 16, 2002
Ended Ended (Inception) to
September 30, September 30, September 30,
2004 2003 2004
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CASH FLOWS FROM OPERATING
ACTIVITIES:
Net loss $ -- $ -- $ (224)
Adjustment to reconcile net
loss to net cash provided by
operational activities:
Issue of common stock for
services rendered -- -- 124
Issuance of stock to convert
debt to equity -- -- 100
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Net cash used in operating
activities -- -- --
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CASH FLOWS FROM INVESTING
ACTIVITIES -- -- --
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CASH FLOWS FROM FINANCING
ACTIVITIES:
Proceeds from issuance of
common stock -- -- --
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Net cash provided by
financing activities -- -- --
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INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS -- -- --
CASH AND CASH EQUIVALENTS
BEGINNING OF PERIOD -- -- --
------------- ------------- ----------------
CASH AND CASH EQUIVALENTS
END OF PERIOD $ -- $ -- $ --
============= ============= ================
</Table>
See accompanying notes to financial statements
Aegir Ventures, Inc.
(A Development Stage Company)
Notes To Financial Statements
For the Period Ended September 30, 2004 (Unaudited)
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. Organization and Business Operations
Aegir Ventures, Inc. (a development stage company) ("the Company") was
incorporated in the State of Delaware on July 16, 2002 to serve as a vehicle
to effect a merger, exchange of capital stock, asset acquisition or other
business combination with a domestic or foreign private business. At September
30, 2004, the Company had not commenced any formal business operations,
and all activity to date relates to the Company's formation and proposed
fund raising. The Company's fiscal year end is December 31.
The Company's ability to commence operations is contingent upon its ability to
identify a prospective target business.
B. Basis of Presentation
The accompanying unaudited financial statements have been prepared by the
Company in accordance with generally accepted accounting principles in the
United States and pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements, prepared in accordance with generally
accepted accounting principles, have been condensed or omitted pursuant to such
rules and regulations. The Company believes that the disclosures in these
financial statements are adequate and not misleading.
In the opinion of management, the unaudited financial statements contain all
adjustments (consisting only of normal recurring adjustments) necessary for a
fair presentation of the Company's financial position, results of operations
and cash flows. Operating results for the quarter ended September 31, 2004
are not necessarily indicative of the results for any future period.
C. Going Concern
The accompanying financial statements have been prepared in conformity with the
U.S. generally accepted accounting principles, which contemplate continuation
of the Company as a going concern. However, the Company was only recently
formed, has incurred losses since its inception and has not yet been successful
in establishing profitable operations. These factors raise substantial doubt
about the ability of the Company to continue as a going concern.
In this regard, management is proposing to raise any necessary additional funds
to meet its ongoing expenses through shareholder loans or private placement of
its equity securities. There is no assurance that the Company will be
successful in raising this additional capital. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties.
D. Cash and Cash Equivalents
For purposes of the statement of cash flows, the Company considers all highly
liquid investments purchased with an original maturity of three months or less
to be cash equivalents.
E. Income Taxes
The Company accounts for income taxes under the Financial Accounting Standards
Board of Financial Accounting Standards No. 109, "Accounting for Income Taxes"
("Statement 109"). Under Statement 109, 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 basis. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.
Under Statement 109, 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. There were no current or deferred income tax expense or
benefits due to the Company not having any material operations for the period
ending September 30, 2004.
NOTE 2. STOCKHOLDERS' EQUITY
A. Preferred Stock
The Company is authorized to issue 20,000,000 shares of preferred stock at
$.0001 par value, with such designations, voting and other rights and
preferences as may be determined from time to time by the Board of Directors.
As of September 30, 2004, no preferred stock has been issued.
B. Common Stock
The Company is authorized to issue 100,000,000 shares of common stock at $.0001
par value.
On July 17, 2002 the Company issued 1,240,000 shares of its $.0001 par value
common stock to the founder of the Company for services of $124. The shares
were deemed to have been issued pursuant to an exemption provided by Section
4(2) of the Act, which exempts from registration "transactions by an issuer not
involving any public offering."
On December 31, 2003 the Company issued an officer of the Company 1,000,000
shares of its $.0001 par value common stock for conversion of debt to equity of
$100. The shares were deemed to have been issued pursuant to an exemption
provided by Section 4(2) of the Act, which exempts from registration
"transactions by an issuer not involving any public offering."
C. Warrant and Options
There are no warrants or options outstanding to issue any additional shares of
common stock.
D. Subsequent Events
On April 6, 2004, the Company's then majority shareholder and sole officer
and director sold 2,240,000 shares of the Company's common stock to
Bio-Bridge Science (Cayman) Corporation, in a private transaction. Such
transaction resulted in a change in control of the Company.
Item 2. Management's Discussion and Analysis or Plan of Operation.
The following discussion should be read in conjunction with the information
contained in the financial statements of the Company and the Notes thereto
appearing elsewhere herein.
Results of Operations - Inception (July 16, 2002) through September 30, 2004
The Company is considered to be in the development stage as defined in
Statement of Financial Accounting Standards No. 7. There have been no
operations since inception.
Liquidity and Capital Resources
The Company has no cash as of September 30, 2004.
STATEMENT REGARDING FORWARD-LOOKING INFORMATION
This report contains various forward-looking statements that are based on the
Company's beliefs as well as assumptions made by and information currently
available to the Company. When used in this report, the words "believe,"
"expect," "anticipate," "estimate" and similar expressions are intended to
identify forward-looking statements. Such statements may include statements
regarding seeking business opportunities, payment of operating expenses, and
the like, and are subject to certain risks, uncertainties and assumptions which
could cause actual results to differ materially from projections or estimates
contained herein. Factors which could cause actual results to differ
materially include, among others, unanticipated delays or difficulties in
location of a suitable business acquisition candidate, unanticipated or
unexpected costs and expenses, competition and changes in market conditions,
lack of adequate management personnel and the like. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions
prove incorrect, actual results may vary materially form those anticipated,
estimated or projected. The Company cautions again placing undue reliance on
forward-looking statements all of that speak only as of the date made.
Item 3. Controls and Procedures.
The Company maintains a system of controls and procedures designed to provide
reasonable assurance as to the reliability of the financial statements and
other disclosures included in this report, as well as to safeguard assets from
unauthorized use or disposition. Within 90 days prior to the filing of this
report, the Company's Chief Executive Officer and principal financial officer
have evaluated the effectiveness of the design and operation of the Company's
disclosure controls and procedures with the assistance and participation of
other members of management. Based upon that evaluation, the Company's Chief
Executive Officer and principal financial officer concluded that the Company's
disclosure controls and procedures are effective for gathering, analyzing and
disclosing the information the Company is required to disclose in the reports
it files under the Securities Exchange Act of 1934 within the time periods
specified in the SEC's rules and forms. There have been no significant changes
in the Company's internal controls or in other factors which could
significantly affect internal controls subsequent to the date the Company
carried out its evaluation.
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings.
There are no legal proceedings against the Company and the Company is unaware
of such proceedings contemplated against it.
Item 2. Changes in Securities.
Not applicable.
Item 3. Defaults upon Senior Securities.
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders.
Not applicable.
Item 5. Other Information.
Not applicable.
Item 6. Exhibits and Reports on Form 8-K.
(a) Exhibits.
Exhibit No. Description
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Exhibit 31. Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley
Act of 2002
Exhibit 32. Certification of Principal Executive Officer and Principal
Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002
(b) Reports on Form 8-K.
On April 6, 2004, the Company filed a Form 8-K and Form 8-K/A to report Items
1, 2, 5, and 7.
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Aegir Ventures, Inc.
(Registrant)
By: /s/ Mingjin Yu
-----------------------------------
Name: Mingjin Yu
Title: President
Dated: This 11 day of November 2004.
EXHIBIT 31
CERTIFICATION
I, Mingjin Yu, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Aegir Investments,
Inc.;
2. Based on my knowledge, this quarterly 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 quarterly
report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:
a) designed such disclosure controls and procedures 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 quarterly report is being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the effectiveness
of the disclosure controls and procedures based on our evaluation as of the
Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal controls
which could adversely affect the registrant's ability to record, process,
summarize and report financial data and have identified for the registrant's
auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal controls;
and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal controls
subsequent to the date of our most recent evaluation, including any corrective
actions with regard to significant deficiencies and material weaknesses.
Date: November 11, 2004 /s/ Mingjing Yu
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By: Mingjing Yu
Title: Director and President
Principal Financial Officer
EXHIBIT 32
Certification
Of
Aegir Ventures, Inc. pursuant to Section 906 of the Sarbanes-Oxley Act of
2002 regarding Quarterly Report on Form 10-QSB for the quarter ended September
30, 2004 Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
(subsections (a) and (b) of section 1350, chapter 63 of title 18, United
States Code), each of theundersigned officers of Aegir Investments, Inc.,
a Delaware corporation (the"Company"), does hereby certify that:
1. The Company's Quarterly Report on Form 10-QSB for the quarter ended
September 30, 2004 (the "Form 10-QSB") complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended;
and
2. Information contained in the Form 10-QSB fairly presents, in all material
respects, the financial condition and results of operations of the Company.
Dated: November 11, 2004 /s/ Mingjing Yu
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By: Mingjing Yu
Title: Director and President
Principal Financial Officer