0001424100-11-000007.txt : 20110516
0001424100-11-000007.hdr.sgml : 20110516
20110516142756
ACCESSION NUMBER: 0001424100-11-000007
CONFORMED SUBMISSION TYPE: 8-K/A
PUBLIC DOCUMENT COUNT: 2
CONFORMED PERIOD OF REPORT: 20110204
ITEM INFORMATION: Changes in Control of Registrant
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20110516
DATE AS OF CHANGE: 20110516
FILER:
COMPANY DATA:
COMPANY CONFORMED NAME: Your Event, Inc.
CENTRAL INDEX KEY: 0001424100
STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389]
IRS NUMBER: 261375322
STATE OF INCORPORATION: NV
FISCAL YEAR END: 0831
FILING VALUES:
FORM TYPE: 8-K/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-53164
FILM NUMBER: 11845649
BUSINESS ADDRESS:
STREET 1: 7065 W. ANN RD.
STREET 2: SUITE 130-110
CITY: LAS VEGAS
STATE: NV
ZIP: 89130
BUSINESS PHONE: 877-871-4552
MAIL ADDRESS:
STREET 1: 7065 W. ANN RD.
STREET 2: SUITE 130-110
CITY: LAS VEGAS
STATE: NV
ZIP: 89130
8-K/A
1
yevn8ka.txt
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Amendment No. 1 to
FORM 8-K/A
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported)
February 4, 2011
-----------------
Your Event, Inc.
------------------------------------------------------
(Exact Name of Registrant as Specified in Its Charter)
Nevada
----------------------------------------------
(State or Other Jurisdiction of Incorporation)
000-53164 26-1375322
------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
---------------------------------------------------------
(Address of principal executive offices)(Zip Code)
(877) 871-4552
----------------------------------------------------
(Registrant's Telephone Number, Including Area Code)
Not Applicable
--------------------------------------------------------------
(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))
1
Explanatory Note
----------------
We are filing this Amendment No. 1 on Form 8-K to amend the Form 8-K dated
February 4, 2011 originally filed with the U. S. Securities and Exchange
Commission on February 4, 2011. We are filing this amendment for the
purpose of providing additional disclosure information under Item 5.01
concerning the source and consideration paid for change of control of ownership
of the Registrant. We have also attached an exhibit, under Item 9.01 entitled
"Share Purchase Agreement."
Unless otherwise expressly stated, this Amendment No. 1 does not reflect events
occurring after the filing of the original Form 8-K, or modify or update in
any way disclosures contained in the original Form 8-K.
Item 5.01. Changes in Control of Registrant.
Your Event, Inc., (the "Company") on February 4, 2011, underwent a change of
control of ownership. Marilyn Montgomery, the sole officer and director
sold her ownership of 8,200,000 control shares to Million Win Investments
(HK) Limited, located in Hong Kong, P.R.C. Million Win Investments (HK)
Limited, entered into a Share Purchase Agreement with Marilyn Montgomery.
whereby Million Win Investments (HK) Limited paid cash consideration of one
hundred thousand ($100,000) for the 8,200,000 control shares (see exhibit
99.1 entitled "Share Purchase Agreement"). Mr. Aiki Kobayashi, CEO, the
beneficial owner of Million Win Investments (HK) Limited was the source of
the funds.
The Company has 11,000,000 common shares issued and outstanding. The
transfer of ownership of 8,200,000 shares represents 74.5% ownership in the
Company.
With the change of ownership control, Marilyn Montgomery has agreed to
maintain her positions as sole officer and director of the Company.
SECURITY OWNERSHIP OF BENEFICIAL OWNERSHIP AND MANAGEMENT
The following table presents information, to the best of our knowledge, about
the ownership of our common stock on February 4, 2011 relating to those
persons known to beneficially own more than 5% of our capital stock and by
our named executive officer and sole director.
2
Beneficial ownership is determined in accordance with the rules of the
Securities and Exchange Commission and does not necessarily indicate
beneficial ownership for any other purpose. Under these rules, beneficial
ownership includes those shares of common stock over which the stockholder has
sole or shared voting or investment power. It also includes shares of common
stock that the stockholder has a right to acquire within 60-days after
February 1, 2011 pursuant to options, warrants, conversion privileges or
other right. The percentage ownership of the outstanding common stock,
however, is based on the assumption, expressly required by the rules of the
Securities and Exchange Commission, that only the person or entity whose
ownership is being reported has converted options or warrants into shares of
Your Event, Inc.'s common stock.
We do not have any outstanding options, warrants or other securities
exercisable for or convertible into shares of our common stock.
AMOUNT AND
NATURE OF
TITLE OF NAME OF BENEFICIAL BENEFICIAL PERCENT OF
CLASS OWNER AND POSITION OWNERSHIP CLASS(1)
----------------------------------------------------------------------
Common Marilyn Montgomery(2) 0 0%
Sole Officer/Director
Common Million Win Investments
(HK) Limited (3) 8,200,000 74.5%
-----------------------------
DIRECTORS AND OFFICERS
AS A GROUP (1 person) 0 0%
(1) Percent of Class is based on 11,000,000 shares issued and outstanding.
(2) Marilyn Montgomery, 7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
(3) Million Win Investments (HK) Limited, FLAT/RM 602-3, 6/F Bonham
Strand East, Shenghan, Hong Kong, P.R.C. Aiki Kobayashi, CEO of
Million Win Investments (HK) Limited is beneficial owner who has
the ultimate voting control over the shares held this entity.
3
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
The exhibits listed in the following Exhibit Index are filed as part of this
Current Report on Form 8-K:
Exhibit No. Exhibits
----------- --------
99.1 Share Purchase Agreement, dated February 4, 2011.
SIGNATURE
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.
Your Event, Inc.
---------------------------
Registrant
By: /s/ Marilyn Montgomery
--------------------------
Marilyn Montgomery
President and Director
Principal Executive, Financial,
and Accounting Officer
Dated: May 16, 2011
------------
4
EX-99.1
2
ex991spa.txt
SHARE PURCHASE AGREEMENT
Exhibit 99.1
SHARE PURCHASE AGREEMENT
THIS AGREEMENT is entered into as of the 4th day of February, 2011, by and
between Marilyn Montgomery, 7065 W. Ann Road, #130-110, Las Vegas, Nevada
89130 (the "Seller") and Million Win Investments (HK) Limited (the "Buyer"),
do Mr. Aiki Kobayashi, #702 1-6-3 Mita Minato-ku, Tokyo Japan T108-0073,
(collectively referred to herein as the "Parties").
WHEREAS, the Seller is the owner of 8,200,000 control shares ("Selling
Shares") of the common stock of Your Event, Inc. ("the Company"), a Nevada
Company, whose stock ("Shares") is quoted on the OTC-Bulletin Board, under
the stock symbol YEVN; and
WHEREAS, the Seller originally purchased these shares directly from Your
Event, Inc. on or about October 30, 2007 as the founder of the Company. These
shares represent the control shares of the Company.
WHEREAS, the Buyer desires to purchase and the Seller desires to sell these
Shares upon the terms and conditions set forth below;
NOW THEREFORE, in consideration of the foregoing and for other good and
valuable consideration, the receipt of which are hereby acknowledged, the
Parties hereby agree to the following.
1. Purchase and Sale
1.1 The Seller agrees to sell, transfer and deliver to the Buyer and the
Buyer agrees to purchase 8,200,000 of the Your Event's control stock owned by
the Seller, free and clear of all liens created by the Seller, for a purchase
price of One Hundred Thousand ($100,000.00) Dollars ("Purchase Price")
payable at close of this Agreement.
1.2 The transfer of the Shares by the Seller to the Buyer in consideration of
the Purchase Price shall result in the Seller delivering stock certificate(s)
to the Buyer upon the execution of this Share Purchase Agreement by both
parties.
1.3 If for any reason, the funds are delivered to the Seller by March 15,
2011, this Share Purchase Agreement becomes null and void.
2. Representations and Warranties. In order to induce the Buyer to enter
into this Agreement and complete its transactions contemplated hereunder,
Seller represents and warrants to Buyer that:
2.2 Seller originally purchased these shares directly from Your Event, Inc.
on or about October 30, 2007. The Seller's ownership of these shares are in
certificate form.
2.3 Seller has good and sufficient power, authority and capacity to enter
into this Agreement and complete its transactions contemplated under this
Agreement on the terms and conditions set forth herein, and the sale of the
Selling Shares to Buyer will not violate any other agreement or instrument to
which Seller is a party or by which the Selling Shares are bound;
3. Representations and Warranties. In order to induce the Seller to enter
into this Agreement and complete its transactions contemplated hereunder,
Buyer represents and warrants to Seller that:
3.1 Buyer has the funds to complete this purchase, and agrees to complete
the complete its transactions contemplated herein.
4. Entire Agreement. This Agreement contains the entire understanding
between and among the parties and supersedes any prior understandings and
agreements among them respecting the subject matter of this Agreement.
5. Amendment and Modification. Subject to applicable law, this Agreement may
be amended, modified or supplemented only by a written agreement signed by
Buyer and Seller.
6. Waiver of Compliance; Consents.
6.1 Any failure of any party to comply with any obligation, covenant,
agreement or condition herein may be waived by the party entitled to the
performance of such obligation, covenant or agreement or who has the benefit
of such condition, but such waiver or failure to insist upon strict
compliance with such obligation, covenant, or agreement or condition will not
operate as a waiver of, or estoppel with respect to, any subsequent or other
failure.
6.2 Whenever this Agreement requires or permits consent by or on behalf of
any party hereto, such consent will be given in a manner consistent with the
requirements for a waiver of compliance as set forth above.
7. Agreement Binding. This Agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the parties hereto.
8. Attorneys' Fees. In the event an arbitration, suit or action is brought
by any party under this Agreement to enforce any of its terms, or in any
appeal there from, it is agreed that the prevailing party shall be entitled
to reasonable attorneys fees to be fixed by the arbitrator, trial court,
and/or appellate court.
9. Computation of Time. In computing any period of time pursuant to this
Agreement, the day of the act, event or default from which the designated
period of time begins to run shall be included, unless it is a Saturday,
Sunday or a legal holiday, in which event the period shall begin to run on
the next day that is not a Saturday, Sunday or legal holiday.
10. Governing Law. THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HERETO SHALL BE GOVERNED, CONSTRUED AND ENFORCED IN ACCORDANCE WITH
THE LAWS OF NEVADA. THE PARTIES AGREE THAT ANY LITIGATION RELATING DIRECTLY
OR INDIRECTLY TO THIS AGREEMENT MUST BE BROUGHT BEFORE AND DETERMINED BY A
COURT OF COMPETENT JURISDICTION WITHIN NEVADA.
11. Arbitration. If at any time during the term of this Agreement any
dispute, difference, or disagreement shall arise upon or in respect of this
Agreement, and the meaning and construction hereof, every such dispute,
difference, and disagreement shall be referred to a single arbiter agreed
upon by the parties, or if no single arbiter can be agreed upon, an arbiter
or arbiters shall be selected in accordance with the rules of the American
Arbitration Association and such dispute, difference or disagreement shall be
settled by arbitration in accordance with the then prevailing commercial
rules of the American Arbitration Association, and judgment upon the award
rendered by the arbiter may be entered in any court having jurisdiction
thereof.
12. Further Action. The parties hereto shall execute and deliver all
documents, provide all information and take or forbear from all such action
as may be necessary or appropriate to achieve the purposes of the Agreement.
13. Confidentiality. The parties shall keep this Agreement and its terms
confidential, but any party may make such disclosures as it reasonably
considers are required by law or necessary to obtain financing. In the event
that the transactions contemplated by this Agreement are not consummated for
any reason whatsoever, the parties hereto agree not to disclose or use any
confidential information they may have concerning the affairs of other
parties, except for information which is required by law to be disclosed.
Confidential information includes, but is not limited to, financial records,
surveys, reports, plans, proposals, financial information, information
relating to personnel contracts, stock ownership, liabilities and litigation.
14. Costs, Expenses and Legal Fees. Whether or not the transactions
contemplated hereby are consummated, each party hereto shall bear its own
costs and expenses (including attorneys' fees).
15. Severability. If any provision of this Agreement is held to be illegal,
invalid or unenforceable under present or future laws effecting during the
term hereof, such provision shall be fully severable and this Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable
provision never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the
illegal, invalid or unenforceable provision or by its severance herefrom.
Furthermore, in lieu of such illegal, invalid and unenforceable provision,
there shall be added automatically as part of this Agreement a provision as
similar in nature in its terms to such illegal, invalid or unenforceable
provision as may be possible and be legal, valid and enforceable.
16. Counterparts. This Agreement may be executed in any number of
counterparts, each of which shall be deemed to be an original and all of
which taken together shall be deemed to constitute one and the same Facsimile
copies may act as originals.
IN WITNESS HEREOF, the parties have duly executed this Agreement as of the
date written herewith.
Seller:
By: /s/ Marilyn Montgomery
---------------------------
Marilyn Montgomery
Seller
Buyer:
By: /s/ Aiki Kobayashi
---------------------------
Million Win Investments (HK) Limited Aiki Kobayashi, CEO
Send stock certificate to:
Million Win Investments (HK) Limited c/o Mr. Aiki Kobayashi
#702 1-6-3 Mita Minato-ku
Tokyo, Japan
108-0073
Aiki Kobayashi
Telephone: +819031000039=