Bio Bridge Science Inc - Current report filing (8-K)
31 Julio 2008 - 10:13AM
Edgar (US Regulatory)
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 Exchange Act of
1934
Date
of
Report (Date of earliest event reported):
July
31,
2008
(Exact
name of registrant as specified in its charter)
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Delaware
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000-51497
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20-1802936
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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1211
West 22nd Street, Suite 615, Oak Brook, Illinois
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60523
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
630-928-0869
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):
o
Written
communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
This
Form 8-K and other reports filed by the Registrant from time to time with the
Securities and Exchange Commission (collectively the “Filings”) contain forward
looking statements and information that are based upon beliefs of, and
information currently available to, the Registrant’s management as well as
estimates and assumptions made by the Registrant’s management. When used in the
Filings the words “anticipate”, “believe”, “estimate”, “expect”, “future”,
“intend”, “plan” or the negative of these terms and similar expressions as they
relate to the Registrant or the Registrant’s management identify forward looking
statements. Such statements reflect the current view of the Registrant with
respect to future events and are subject to risks, uncertainties, assumptions
and other factors relating to the Registrant’s industry, operations and results
of operations and any businesses that may be acquired by the Registrant. Should
one or more of these risks or uncertainties materialize, or should the
underlying assumptions prove incorrect, actual results may differ significantly
from those anticipated, believed, estimated, expected, intended or
planned.
Item
2.01 Completion of Acquisition or Disposition of Assets.
As
used
in this report, "we", "us", "our" or "BGES" refer to Bio-Bridge Science, Inc.,
a
Delaware corporation and its subsidiaries.
On
April
30, Bio-Bridge Science (HK) Co., Ltd., a wholly-owned subsidiary of Bio-Bridge
Science, Inc. entered into an equity sale and purchase agreement with Huhhot
Xinheng Baide Biotechnology Co. Ltd., (the “ Seller” or “Xinheng Baide”), a
serum manufacturing and distribution company organized under the laws of the
People's Republic of China, pursuant to which we agreed to purchase newly issued
shares of Seller. The acquisition was consummated as of July 31, 2008 pursuant
to the terms of the equity sale and purchase agreement.
After
the
closing of the acquisition, we will control 51% of the outstanding capital
stock
of Xinheng Baide. The cash purchase price is RMB 6 million (approximately US$
881,047). Xinheng Baide, located in the city of Huhhot in Inner Mongolia of
the
People’s Republic of China, manufactures and distributes bovine serum and other
related products in China. The completion of this acquisition will enable us
to
begin earning revenues, build a distribution network in China and in the
meantime complement our product lines.
The
purchase agreement is governed by the law of the People’s Republic of China and
reflects customary business practices in China. As such, it does not contain
provisions that are generally included in a United States equity sale and
purchase agreement.
Item
9.01 Financial Statements and Exhibits
(a)
and
(b) Financial statements and pro forma financial information required by Items
9.01 (a) and (b) will be filed by amendment within the date specified by the
applicable rules. .
(d)
Exhibits.
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Exhibit Number
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Description
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1.01
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Sale
and Purchase Agreement dated April 30, 2008( translated from Chinese
version and
Chinese
version is the binding agreement). Incorporated by reference to an
8-K
filed on May 1, 2008.
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99.1
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Press
release dated July 31, 2008
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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BIO-BRIDGE
SCIENCE, INC.
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Date:
July
31, 2008
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By:
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/s/
Liang Qiao, MD.
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Name
Liang
Qiao, MD.
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Title:
Chief
Executive Officer
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Bio Bridge Science (CE) (USOTC:BGES)
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Bio Bridge Science (CE) (USOTC:BGES)
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