-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KNxBF4PRp1yYtrF9c8XvUkxFZETsQWl3ShkJOGqowkxWhiOwj1m8AG7nJrCyR6A2 51dZx5M8Bn4Kk5VZCnfm3Q== 0001329136-07-000011.txt : 20070319 0001329136-07-000011.hdr.sgml : 20070319 20070316175325 ACCESSION NUMBER: 0001329136-07-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20070316 ITEM INFORMATION: Entry into a Material Definitive Agreement ITEM INFORMATION: Unregistered Sales of Equity Securities FILED AS OF DATE: 20070319 DATE AS OF CHANGE: 20070316 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ADMAX RESOURCES INC. CENTRAL INDEX KEY: 0001329136 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NV FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-32984 FILM NUMBER: 07701435 BUSINESS ADDRESS: STREET 1: 2300-1066 WEST HASTINGS ST. CITY: VANCOUVER STATE: A1 ZIP: V6E 3X2 BUSINESS PHONE: (604) 601-8274 MAIL ADDRESS: STREET 1: 2300-1066 WEST HASTINGS ST. CITY: VANCOUVER STATE: A1 ZIP: V6E 3X2 8-K 1 chinayoutv_mar1607.htm CHNA YOU TV - MARCH 16 2007 CHNA YOU TV - MARCH 16 2007
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): March 19, 2007

 
 
CHINA YOUTV CORPORATION

 (Exact name of registrant as specified in its charter)
 
Nevada

 (State or Other Jurisdiction of Incorporation)
 
 
333-130767

 (Commission File Number)
 
N/A

(I.R.S. Employer Identification No.)

Unit 2300 - 1066 West Hasting Street
Vancouver, British Columbia
Canada V6E 3X2

(Address of principal executive offices, including zip code.)
 
(604) 601-8274

(Registrant's Telephone Number, Including Area Code)

 



 

This Current Report on Form 8-K is filed by China YouTV Corp., a Nevada corporation (the “Registrant”), in connection with the items set forth below.

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On March 16, 2007, the Registrant and Beijing HuaJu NetMedia Technology Co. Ltd., a company organized and existing under the laws of the People's Republic of China (“HuaJu”), entered into a Joint Venture Agreement (the “Agreement”) for a term of twenty years to be organized in Beijing, China. The purpose of the Agreement is to jointly conduct a video sharing web site and other related Internet interactive media business in China. A copy of the Agreement is attached as Exhibit 10 hereto and is incorporated by reference herein.

The Registrant will contribute 510,000 RMB to the Joint Venture and will own 51% of the joint venture company, having a majority of the seats on the Board of Directors. HuaJu will contribute 490,000 RMB to the Joint Venture and will own 49% of the joint venture company, having a minority of the seats on the Board of Directors. The Registrant will provide the required working capital for the Joint Venture, and will be in charge of the Joint Venture's accounting management. HuaJu will be in charge of the daily operation of the Joint Venture. HuaJu has agreed to conduct its video sharing business only through the Joint Venture, and has agreed to contribute its web site and customer contracts to the Joint Venture.


ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

The Registrant has agreed to issue 20 million restricted common shares to HuaJu or its designee as additional consideration for entering into the Agreement, in an offering intended to be exempt from registration under the Securities Act of 1933, as amended (the “Act”), pursuant to Regulation S promulgated pursuant to the Act. HuaJu and its designees will not constitute “U.S. Persons” within the meaning of Regulation S, and the shares may become eligible for sale pursuant to Rule 144 under the Act within one year if certain conditions are met. The consideration received by the Registrant for the issuance of the shares was the agreement of HuaJu to enter into the Agreement and to transfer its existing signed contracts and web site to the Joint Venture.

There are presently 23,800,000 shares of common stock issued and outstanding as of February 2, 2007, according to the Registrant's Form 10-QSB filed with the Commission on February 8, 2007. Upon the consummation of the offering, there will be 43,800,000 shares of common stock issued and outstanding, an increase of eighty-four percent (84%). The planned offering will not result in a change in control of the Registrant within the meaning of Rule 405 under the Act. Finally, management of the Registrant estimates that there are approximately 13.0 million shares of common stock in the public float of the Registrant.

 



Exhibit Index

Exhibit

10      Joint Venture Agreement, dated March 16, 2007


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 hereunto duly authorized.

 
 
China YouTV Corporation
 
 
 
 
 
 
 
 
Date: March 19, 2007
By:  
 /s/ Gao, Zhenyong
 

Gao, Zhenyong
 
President, Principal Executive Officer and a Member of the Board of Directors
 









EX-10 2 chinayoutv10ex_mar1607.htm CHINA YOU TV EX 10 -MARCH 16 2007 CHINA YOU TV EX 10 -MARCH 16 2007
Exhibit 10
 
Joint Venture Agreement

 
Party A: China YouTV Corp. a company incorporated under the laws of the State of Nevada and trading on the NASD OTCBB under symbol “CYTV”.
 
 
Address: #2300 Oceanic Business Centre, 1066 West Hastings Street, Vancouver, British Columbia, Canada
 
 
Legal Representative: Gao, ZhenYong
 
 
Position: Chairman
 
 
Party B: Beijing HuaJu NetMedia Technology Co. Ltd., a company organized and existing under the laws of People's Republic of China.
 
 
Address:10-A General International Building, Beijing, China
 
 
Legal Representative: James Wei
 
 
Position: CEO
 

Whereas:

Party A and Party B reached an agreement for mutual benefit and joint development, both parties agree as follows:

1. Structure of Co-operation

1.1  A Joint Venture (JV) will be formed in Beijing China by both parties. The JV will form an Internet video sharing web site in China;

1.2  Registered Capital of the JV will be 1 million RMB, of which, 510,000 RMB of registered capital will be invested from Party A who will own 51% of the JV, the rest will be invested from Party B who will own 49% of the JV;

1.3  Party B will transfer the ownership of its current web site: www.cnboo.com to the JV and will also transfer all the signed commercial contracts (“Transferred Contracts”) to the JV.

2. Ownership of the www.cnboo.com web site and rights with respect to the Transferred Contracts

2.1  JV is the beneficial owner of www.cnboo.com and the Transferred Contracts;

3. Rights and Obligations

3.1 Rights and Obligations of Party A

3.1.1    Party A will invest 510,000 RMB as registered capital of the JV and Party A will own 51% of the JV;

3.1.2    Party A will provide the required working capital according to the JV's Business Plan;

3.1.3  Party A will be in charge of JV's accounting management;

 




3.1.4  The board of the JV will have 3 or 5 members. Party A has the right to appoint 2 members if the board has 3 members or 3 members if the board has 5 members;
 
3.1.5    Party A has the right to require Party B not to transfer its ownership to any third party during the term of this Agreement, except for transferring his ownership to Party A;
 
3.1.6    Party A has the right to get cooperation from Party B in order to comply with the annual audit requirements of the SEC, if any, and such cooperation will include working with a
    PCAOB approved accounting firm retained by Party A which is credentialed to practice before the SEC;
 
3.1.7   Party A has right not to distribute the profit to both parties within the first 3 years;
 
3.1.8   Party A will issue 20 million new restricted common shares of Party A to Party B or its designees in an offering exempt from registration pursuant to Regulation S under the
   Securities Act of 1933, as amended.

  3.2. Rights and Obligations of Party B

 3.2.1  Party B will invest 490,000 RMB as registered capital of the JV and Party B will own 49% of the JV;
 
3.2.2 Party B is responsible for the daily operations;

    3.2.3   Party B is responsible for ensuring all the operations will comply with related rules and regulations in China. The JV will focus on the video sharing web site in China. Party B is
       responsible to ensure the core management will work for the JV for no less than 3 years;

3.2.4 The board of the JV will have 3 or 5 members. Party B has the right to appoint 1 member if the board has 3 members or 2 members if the board has 5 members;

3.2.5   Party B will not conduct business with any third party which cause a conflict of interest with the business of the JV;

3.2.6   Party B has the exclusive right with Party A to conduct video sharing business in China. Party A can not co-operate with any third party for the same business. Party B can not conduct the video sharing business except through the JV.

3.2.7   Party B is responsible of transferring the www.cnboo.com ownership and the Transferred Contracts to the JV.

4. Time to set up the JV

4.1 Both parties will start submitting the required documents for setting up the JV within one month after signing this Agreement.

5. Settlements of Disputes

5.1 All disputes among the Parties arising from this Agreement shall be settled through friendly negotiation. In case no settlement can be reached through negotiation, any Party has the right to submit such disputes to China International Economic and Trade Arbitration Commission (CIETAC). And the arbitration decision shall be final and binding on both parties. The expenses for arbitration shall be borne by losing party unless otherwise stated by Arbitration Commission.


 



6. Term of Agreement

6.1 This Agreement has a term of Twenty (20) years from the signing of this Agreement.

7. General

7.1 This Agreement sets forth the entire agreement and understanding of the parties in respect to the matters contained herein and supersedes all prior agreements, ar-rangements
    and understandings relating thereto;

7.2   All of the terms and conditions of this Agreement shall be binding upon, and inure to the benefit of and be enforce-able by, the parties hereto;

7.3 This Agreement may be amended, modified, superseded or canceled, and any of the terms or conditions hereof may be waived, only by a written instrument executed by each party hereto or, in the case of a waiver, by the party waiving compliance. The failure of any party at any time or times to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same. No waiver of any party of any condition, or of the breach of any term contained in this Agree-ment, whether by conduct or otherwise, in any one or more instances shall be deemed to be or construed as a further or continuing waiver of any such condition or breach or a waiver of any other condition or of the breach of any other term of this Agreement. No party may assign any rights, duties or obligations hereunder unless all other parties have given their prior written consent;
 
7.4 If any provision included in this Agreement proves to be invalid or unenforceable, it shall not affect the validity of the remaining provisions;

7.5  This Agreement and any amendment or modification of this Agreement may be executed in several counterparts or by separate instruments and all of such counterparts and instruments shall constitute one agreement, binding on all of the parties hereto.

8. Form of Signature

8.1 The parties hereto agree to accept a facsimile transmission copy of their respective actual signatures as evidence of their actual signatures to this Agreement and any amendment or modification of this Agreement; provided, however, that each party who produces a facsimile signature agrees, by the express terms hereof, to place, promptly after transmission of his or her signature by fax, a true and correct original copy of his or her signature in overnight mail to the address of the other party.

IN WITNESS WHEREOF, the parties have duly executed this Agreement as of the date first set forth above.

Party A:
     China YouTV Corp.
   
 
 
 
 
 
 
Date: March 16, 2007 By:   /s/ Gao, ZhenYong
 
Gao, ZhenYong
  Title: Chairman

 


Party B:
     Beijing HuaJu NetMedia Technology Co. Ltd.
   
 
 
 
 
 
 
Date: March 16, 2007 By:   /s/ James Wei
 
James Wei
  Title:CEO



 
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