-----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, SWMIDbnc2wpjTKftyYn9jvuFyvnBYhHZT9IkKqmOtJCdoPD2XMxgmjvxkncrylys +aCvYgRnAyS9S5tjJLEYEw== 0001092306-08-000152.txt : 20080317 0001092306-08-000152.hdr.sgml : 20080317 20080317060737 ACCESSION NUMBER: 0001092306-08-000152 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080310 ITEM INFORMATION: Changes in Control of Registrant ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20080317 DATE AS OF CHANGE: 20080317 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Tag Events Corp. CENTRAL INDEX KEY: 0001388855 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT CONSULTING SERVICES [8742] IRS NUMBER: 205526104 STATE OF INCORPORATION: NV FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-140545 FILM NUMBER: 08691092 BUSINESS ADDRESS: STREET 1: 1239 WEST GEORGIA STREET, SUITE 1208 CITY: VANCOUVER STATE: A1 ZIP: V6E 4R8 BUSINESS PHONE: 7782884461 MAIL ADDRESS: STREET 1: 1239 WEST GEORGIA STREET, SUITE 1208 CITY: VANCOUVER STATE: A1 ZIP: V6E 4R8 8-K 1 tag8k.txt 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 March 10, 2008 ________________________________________________ Date of Report (Date of earliest event reported) TAG EVENTS CORP. ______________________________________________________ (Exact name of registrant as specified in its charter) Nevada 333-131168 20-5526104 ____________________________ ________________________ ___________________ (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification No.) Building No. 1, Suite A-609, Jin Gang Guo Ji No. 19 XI Da Wang Lu, Chao Yang District Beijing, People's Republic of China V100022 ____________________________________________ __________ (Address of principal executive offices) (Zip Code) (010) 13146252516 __________________________________________________ Registrant's telephone number, including area code 1239 West Georgia Street, Suite 1208 Vancouver, British Columbia Canada V6E 4R8 _____________________________________________________________ (Former name or former address, if changed since last report) Check the appropriate box below if the Form 8-K 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)) SECTION 5. CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS Effective on March 12, 2008, the Board of Directors (the "Board") of TAG Events Corp., a Nevada corporation (the "Company") accepted the resignation of Art Balykin as the President and a director of the Company. Mr. Balykin will remain in his executive position as the Secretary/Treasurer of the Company. On the same date, the Board accepted the consent of Crescent Liu to act as a director of the Company. On the same date, the Board further appointed Mr. Liu as the President of the Company. As a result of these changes, the Company's Board and executive officer positions are as follows: NAME POSITION Crescent Liu President and a director Art Balykin Secretary/Treasurer and a director BIOGRAPHY CRESCENT LIU. Mr. Liu has been an independent business consultant advising companies in the areas of intellectual property and technology and strategic development since 2006. From approximately August 2001 to August 2006, Mr. Liu was the technical advisor for Beijing Creative Technology Co. Ltd., an intellectual technology company specializing in computer system integration. From August 2000 to August 2001, Mr Liu was director of technology for BTG Travel & Tours, a Beijing based travel services company. Mr. Liu is a Microsoft, Unix and Cisco certiofied technician. He has also received Management by Objective Training from Hewlett Packard China. Mr. Liu graduated from Beijin Institute of Mechanical Engineering in 1997 with a Bachelor's degree in Engineering Management. Mr. Liu is fluent in English and Mandarin Chinese. ITEM 5.01 CHANGES IN CONTROL OF REGISTRANT Effective on March 12, 2008, the prior President and sole director of the Company, Art Balykin ("Seller") entered into an agreement for sale and purchase of securities (the "Agreement") with Mr. Liu ("Purchaser"). In accordance with the terms and provisions of the Agreement, Seller sold an aggregate of 3,000,000 shares of common stock held of record representing a 57.14% equity interest to Purchaser in a private transaction under Section 4 1/2 of the Securities Act of 1933, as amended, for aggregate consideration of $50,000. The source of funds used by Purchaser were personal funds. As a result, there has been a change in control of the Company. As of the date of this Current Report, there are 5,250,000 shares of Common Stock issued and outstanding. Thus, the acquisition by Purchaser of the 3,000,000 shares of Common Stock represents an equity interest of 57.14% in the Company. Other than as disclosed above, there are no arrangements or understandings between Seller and Purchaser and their respective agents and associates with respect to election of directors or other matters. SECTION 9. FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (a) Financial Statements of Business Acquired. Not applicable. (b) Pro forma Financial Information. Not applicable. (c) Shell Company Transaction. Not applicable. (d) Exhibits. Exhibit 10.1 Agreement for Purchase and Sale of Securities dated March 10, 2008 between Art Balykin and Crescent Liu. 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. TAG EVENTS CORP. DATE: March 11, 2008. /s/ CRESCENT LIU _____________________________ Name: Crescent Liu Title: President EX-10 2 ex10-1.txt EX-10.1 EXHIBIT 10.1 AGREEMENT FOR PURCHASE AND SALE OF SECURITIES This Agreement for Purchase and Sale of Securities is entered into this 10h day of March, 2008, by and between Art Balykin ("Seller") and Crescent Liu ("Purchaser"). RECITALS WHEREAS TAG Events Corp. is a corporation organized under the laws of the State of Nevada in good standing (the "Corporation), which is involved in the music event organization and promotion; WHEREAS Seller is the sole director and the President of the Corporation and in anticipation of the tender of his resignation as a member of the Board of Directors and President to the Corporation to be effective March 12, 2008 (the "Resignation"), Seller has appointed Purchaser to the Board of Directors; WHEREAS Seller holds of record 3,000,000 shares of the common stock of the Corporation as evidenced by share certificate no. ___ (the "Common Stock"); WHEREAS Seller and Purchaser have entered into negotiations regarding the acquisition by the Purchaser of the 3,000,000 shares of Common Stock held of record by Seller for an aggregate purchase price of $50,000; and WHEREAS the parties desire to memoralize in writing the terms and provisions of the sale and purchase of the shares of Common Stock; NOW THEREFORE in consideration of the aforesaid recitals and mutual promises contained herein, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. SALE OF SECURITIES. Seller shall sell and Purchaser shall purchase from Seller, free from all liabilities and encumbrances, the aggregate 3,000,000 shares of Common Stock of the Corporation in consideration for the purchase price of $50,000. 2. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller represents, warrants and agrees that the following are true and correct on the date hereof: a. Seller is the record holder of 3,000,000 shares of Common Stock with absolute right, title and interest to such shares of Common Stock, and that Seller is transferring the 3,000,000 shares of Common Stock to Purchaser free of any liens, pledges, judgments or other encumbrances; b. Seller understands that by transferring the shares of Common Stock to Purchaser, Seller may be foregoing the possibility of substantial appreciation with regard to the shares of Common Stock and Seller has determined that the value of the aggregate purchase price of $50,000 is equal to the value of the aggregate 3,000,000 shares of Common Stock, which are being sold to Purchaser as a result of arms-length negotiations; c. Seller is transferring the 3,000,000 shares of Common Stock pursuant to an exemption from registration in Section 4 (1 1/2) under the Securities Act of 1933, as amended (the "1933 Securities Act"), and applicable exemptions from such state securities acts as may apply. d. Seller will execute and deliver to the Corporation any document, or to do any other act or thing, which the Corporation may reasonably request in connection with the disposition of the shares of Common Stock; e. Seller understands the significance to Purchaser and to the Corporation and its officers and directors of the above representations and they are made with the intention that such parties may rely upon them; and f. Seller acknowledges that Seller understands the meaning and legal consequences of the representations and warranties contained above and Seller hereby agrees to indemnify and hold harmless Purchaser and the Corporation and its respective affiliates, officers, directors, employees and principal shareholders from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty contained in this Agreement. 3. PURCHASE OF THE SECURITIES. Purchaser shall purchase from Seller, free from all liabilities and encumbrances, the aggregate 3,000,000 shares of Common Stock of the Corporation in consideration for the purchase price of $50,000. The $50,000 purchase price shall be paid to Seller by certified check or wire on March 12, 2008 (the "Closing"). 4. REPRESENTATIONS AND WARRANTIES OF PURCHASER. Purchaser represents, warrants and agrees that the following are true and correct on the date hereof: a. Purchaser is aware that the shares of Common Stock have not been registered under the 1933 Securities Act nor the securities act of any state and may not be sold, transferred for value, pledged, hypothecated, or otherwise encumbered in the absence of an effective registration of them under the 1933 Securities Act and/or the securities laws of any applicable state or in the absence of an opinion of counsel acceptable to the Corporation and/or its stock transfer agent that such registration is not required under such act or acts; b. Purchaser is aware that the share certificate to be issued evidencing the 3,000,000 shares of Common Stock purchased hereunder may include the above-described restrictions; -2- c. Purchaser acknowledges that the Seller is transferring the shares of Common Stock pursuant to an exemption from registration under the 1933 Securities Act, and applicable exemptions from such state securities acts; d. Purchaser is acquiring the shares of Common Stock solely for his own account and not on behalf of any other person; e. Purchaser is acquiring the shares of Common Stock for investment and not for distribution or with the intent to divide his participation with others or reselling or otherwise distributing the shares of Common Stock; f. Purchaser will not sell the shares of Common Stock without registration under the 1933 Securities Act and any applicable state securities laws or exemption therefrom; g. Purchaser will execute and deliver to the Corporation any document, or do any other act or thing, which the Corporation may reasonably request in connection with the acquisition of the shares of Common Stock; h. Purchaser is able to bear the economic risk of an investment in the shares of Common Stock for an indefinite period of time, and further, could bear a total loss of the investment and not change his financial condition which existed at the time of such investment; i. Purchaser acknowledges that he is acquiring 3,000,000 shares of Common Stock from Seller, who is deemed an affiliate of the Corporation, and that the 3,000,000 shares of Common Stock will be deemed "restricted" and the holding period in Rule 144 under the 1933 Act Securities will commence for Purchaser as of the date of this Agreement; j. Purchaser understands the significance to Seller and the Corporation and its officers and directors of the above representations and they are made with the intention that such parties may rely upon them; and k. Purchaser acknowledges that he understands the meaning and legal consequences of the representations and warranties contained above and he hereby agrees to indemnify and hold harmless Seller and the Corporation and its respective affiliates, officers, directors and employees from and against any and all loss, damage or liability due to or arising out of a breach of any representation or warranty of his contained in this Agreement. 5. CLOSING. The Closing shall take place at the offices of the Corporation on March 12, 2008 at 10:00 a.m. The parties hereto agree to execute any and all documents that may be necessary to carry out the terms of this Agreement. At the time of Closing: (i) Seller shall tender to Purchaser share certificate no. ____ evidencing an aggregate of 3,000,000 shares of Common Stock of the Corporation; (ii) Purchaser shall tender to Seller a -3- certified check or wire transfer in the aggregate amount of $50,000; and (iii) Seller shall tender his Resignation to the Corporation effective as of March 12, 2008. 6. GOVERNING LAW. This Agreement shall be construed in accordance with Nevada law. This Agreement shall be effective as of the date first above written and shall be binding upon and inure to the benefit of the parties hereto and their respective successors. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the dates indicated below to be effective as of the day and year set forth above. The parties hereto acknowledge that this Agreement may be executed in counterpart. SELLER: /s/ ART BALYKIN Date: March 10, 2008 _______________________________ Art Balykin PURCHASER: /s/ CRESCENT LIU Date: March 10, 2008 _______________________________ Crescent Liu Acknowledged by: TAG Events Corp. By:_____________________________ President -4- -----END PRIVACY-ENHANCED MESSAGE-----