0001255294-11-000452.txt : 20110804 0001255294-11-000452.hdr.sgml : 20110804 20110804113921 ACCESSION NUMBER: 0001255294-11-000452 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20110803 ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20110804 DATE AS OF CHANGE: 20110804 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Global Karaoke Network, Inc. CENTRAL INDEX KEY: 0001451797 STANDARD INDUSTRIAL CLASSIFICATION: PERIODICALS: PUBLISHING OR PUBLISHING AND PRINTING [2721] IRS NUMBER: 260884454 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-156254 FILM NUMBER: 111009354 BUSINESS ADDRESS: STREET 1: 1114 17TH AVE., SUITE 105 CITY: NASHVILLE STATE: TN ZIP: 37212 BUSINESS PHONE: (615) 495-8494 MAIL ADDRESS: STREET 1: 1114 17TH AVE., SUITE 105 CITY: NASHVILLE STATE: TN ZIP: 37212 FORMER COMPANY: FORMER CONFORMED NAME: Republik Media & Entertainment, Ltd. DATE OF NAME CHANGE: 20081210 8-K 1 mainbody.htm MAINBODY

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): August 3, 2011

 

Global Karaoke Network, Inc.

(Exact name of small business issuer as specified in its charter)

 

Delaware 26-0884454
(State or other jurisdiction of incorporation or organization) (IRS Employer Identification No.)

 

1114 17th Ave., Suite 105, Nashville, TN 37212

(Address of principal executive offices)

 

(615) 495-8494
(Issuer’s telephone number)

 

Republik Media and Entertainment, Ltd.

(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))

 

 
 

SECTION 5 – Corporate Governance and Management

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws

 

Effective August 3, 2011, and upon the prior approval of our board of directors and a majority of our shareholders, our corporate name has been changed to “Global Karaoke Network, Inc.” A copy of the Certificate of Amendment describing the name change filed with the State of Delaware is attached hereto as Exhibit 3.1.

 

Concurrently with the name change described above, our board of directors and a majority of our shareholders approved a 90 for 1 forward split of our common stock. The total number of authorized common shares has not been changed. Per final notification received from FINRA, the record date for the forward split will be August 8, 2011 and the payment date will be August 10, 2011.

 

SECTION 8 – Other Events

 

Item 8.01 Other Events

 

In connection with our name change to Global Karaoke Network, Inc., our common stock has now been assigned the following new CUSIP number and new trading symbol:

 

New CUSIP Number:  37951U 104

New Trading Symbol: GKNI

 

 

Item 9.01 Financial Statements and Exhibits

 

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Exhibit No.

 Description
3.1 Certificate of Amendment

 

 

2
 

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.

 

 

Global Karaoke Network, Inc.

 

 

/s/ Jason Sakowski

Jason Sakowski

Chief Executive Officer

 

Date: August 4, 2011

3
 

 EX-3.1 2 ex3_1.htm EXHIBIT 3.1

 

STATE OF DELAWARE

CERTIFICATE OF AMENDMENT

OF CERTIFICATE OF INCORPORATION

 

The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:

 

FIRST: That at a meeting of the Board of Directors of Republik Media and Entertainment, Ltd. resolutions were duly adopted setting forth a proposed amendment of the Certificate of Incorporation of said corporation, declaring said amendment to be advisable and calling a meeting of the stockholders of said corporation for consideration thereof. The resolution setting forth the proposed amendment is as follows:

 

RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered I so that, as amended, said Article shall be and read as follows:

 

ARTICLE I

 

The name of the Corporation is Global Karaoke Network, Inc. (the “Corporation”).

 

SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.

 

THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.

 

IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this 27th day of July, 2011.

 

 

 

/s/ Jason Sakowski

Jason Sakowski

President and CEO