Attached files
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
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Your Event, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Nevada
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(State or Other Jurisdiction of Incorporation)
000-53164 26-1375322
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(Commission File Number) (IRS Employer Identification No.)
7065 W. Ann Road, #130-110, Las Vegas, Nevada 89130
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(Address of principal executive offices)(Zip Code)
(877) 871-4552
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(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))
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Explanatory Note
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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.
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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)
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Common Marilyn Montgomery(2) 0 0%
Sole Officer/Director
Common Million Win Investments
(HK) Limited (3) 8,200,000 74.5%
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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.
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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
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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.
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Registrant
By: /s/ Marilyn Montgomery
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Marilyn Montgomery
President and Director
Principal Executive, Financial,
and Accounting Officer
Dated: May 16, 2011
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