Attached files
| file | filename |
|---|---|
| EX-10.2 - China Premium Lifestyle Enterprise, Inc. | v176448_ex10-2.htm |
| EX-10.1 - China Premium Lifestyle Enterprise, Inc. | v176448_ex10-1.htm |
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 1,
2010
Date of
Report (Date of earliest event reported)
China Premium Lifestyle
Enterprise, Inc.
(Exact
name of Registrant as specified in its charter)
|
Nevada
|
333-120807
|
11-3718650
|
||
|
(State
or other jurisdiction
|
(Commission
File Number)
|
(I.R.S.
Employer
|
||
|
of
incorporation)
|
Identification
No.)
|
10/F, Wo
Kee Hong Building
585-609
Castle Peak Road
Kwai Chung, N.T. Hong
Kong
(Address
of principal executive offices)
(Zip
Code)
(852)
2954-2469
Registrant’s
telephone number, including area code
|
|
|
(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))
|
As used in this Current Report, the
terms “we,” “us,” “our” and the “Company” mean China Premium Lifestyle
Enterprise, Inc., a Nevada corporation, and our consolidated subsidiaries, taken
together as a whole.
|
Item
1.01
|
Entry
into a Material Definitive
Agreement.
|
|
Item
3.02
|
Unregistered
Sales of Equity Securities.
|
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Effective March 1, 2010, we settled our
federal court action for breach of contract, fraud, conversion and breach of
fiduciary duty against Happy Emerald Ltd., a purported British Virgin Islands
corporate entity, Global Premium Brands Co., Inc., a defunct California
Corporation, Global Premium Brands Co., Inc., a Nevada corporation, Fred De
Luca, Charles Miseroy, Delia Rodriguez, Robert G. Pautsch, Richard Cabo,
Federico Cabo and other defendants.
Under the terms of the settlement: (1)
the defendants agreed to return to us for cancellation 247,798 shares of
preferred stock and 4,569,619 shares of common stock; (2) Mr. De Luca, a member
of our board of directors and a defendant in the action, resigned from our board
of directors effective March 1, 2010; (3) the parties executed a mutual release;
and (4) we dismissed the action with prejudice. At the time of Mr. De
Luca’s resignation, he was not a member of any committee of our board of
directors.
In December 2006, we had delivered
65,454 shares of preferred stock to Bern Noble, Ltd. for consulting services
rendered in connection with our July 2006 share exchange
transaction. In March 2007, Bern Noble converted such shares into
1,210,631 shares of common stock. As previously disclosed in our
Current Report on Form 8-K, filed on May 11, 2009, we later determined that we
were never authorized to issue any shares of preferred stock.
On March 1, 2010, Bern Noble agreed to
return the 1,210,631 shares of common stock (which were derived from
unauthorized shares of preferred stock) to us for cancellation and we agreed to
issue Bern Noble an equal number of new shares of common stock in consideration
of the services previously rendered to the Company in 2006. We agreed
to issue the new shares in nine monthly installments, commencing on March 15,
2010. The shares will be issued in reliance on an exemption from
registration pursuant to Section 4(2) of the Securities Act of 1933, as amended,
and Rule 506 of Regulation D thereunder.
Prior to the settlement, we had
29,104,110 shares of common stock and 247,798 shares of preferred stock issued
and outstanding. As a result of the settlement and the related share
cancellations, we currently have 23,323,860 shares of common stock and no shares
of preferred stock issued and outstanding. Assuming the issuance of
all of the Bern Noble shares, we will have 24,534,491 shares of common stock and
no shares of preferred stock issued and outstanding.
|
Item
9.01
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits
|
|
Exhibit No.
|
Description
|
|
|
Exhibit 10.1
|
Settlement
Agreement, effective March 1, 2010, by and among China Premium Lifestyle
Enterprise, Inc., Fred De Luca, Federico Cabo, Robert Pautsch, Charles
Miseroy, Delia Rodriguez, Global Premium Brands Co., Inc., a California
corporation, Global Premium Brands Co., Inc., a Nevada corporation, Bern
Noble, Ltd., Edward W. Withrow, III and Kyle Withrow
|
|
|
Exhibit 10.2
|
Agreement,
effective March 1, 2010, by and among China Premium Lifestyle Enterprise,
Inc. and Bern Noble, Ltd.
|
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 thereunto
duly authorized.
|
CHINA
PREMIUM LIFESTYLE ENTERPRISE, INC.
|
||
|
Dated:
March 4, 2010
|
By:
|
/s/ Joseph
Tik Tung WONG
|
|
Joseph
Tik Tung WONG
|
||
|
Chief
Financial Officer and
Secretary
|
||
EXHIBIT
INDEX
|
Exhibit No.
|
Description
|
|
|
Exhibit 10.1
|
Settlement
Agreement, effective March 1, 2010, by and among China Premium Lifestyle
Enterprise, Inc., Fred De Luca, Federico Cabo, Robert Pautsch, Charles
Miseroy, Delia Rodriguez, Global Premium Brands Co., Inc., a California
corporation, Global Premium Brands Co., Inc., a Nevada corporation, Bern
Noble, Ltd., Edward W. Withrow, III and Kyle Withrow
|
|
|
Exhibit 10.2
|
Agreement,
effective March 1, 2010, by and among China Premium Lifestyle Enterprise,
Inc. and Bern Noble, Ltd.
|