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=