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): November 17, 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)

 

________________________________________________

(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 5.01 Changes in Control of Registrant

 

On November 17, 2011, our majority shareholder, Kenneth Roy White agreed to sell all of his 388,800,000 shares to Jason Sakowski in exchange for $17,400. Following this transaction, Mr. Sakowski now holds 82.82% of our total issued and outstanding stock. The source of the consideration paid to Mr. White was the existing funds of the purchaser. The sale of these shares was exempt from registration under Section 4(2) of the Securities Act.

 

Jason Sakowski is currently our sole officer and director.

 

There are no arrangements known to the company, the operation of which may, at a subsequent date, result in a change in control of the registrant.

 

Following the change in control, the following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of November 17, 2011 by (1) all persons who are beneficial owners of 5% or more of our voting securities, (2) each director, (3) each executive officer, and (4) all directors and executive officers as a group. The information regarding beneficial ownership of our common stock has been presented in accordance with the rules of the Securities and Exchange Commission. Under these rules, a person may be deemed to beneficially own any shares of capital stock as to which such person, directly or indirectly, has or shares voting power or investment power, and to beneficially own any shares of our capital stock as to which such person has the right to acquire voting or investment power within 60 days through the exercise of any stock option or other right. The percentage of beneficial ownership as to any person as of a particular date is calculated by dividing (a) (i) the number of shares beneficially owned by such person plus (ii) the number of shares as to which such person has the right to acquire voting or investment power within 60 days by (b) the total number of shares outstanding as of such date, plus any shares that such person has the right to acquire from us within 60 days. Including those shares in the tables does not, however, constitute an admission that the named stockholder is a direct or indirect beneficial owner of those shares. Unless otherwise indicated, each person or entity named in the table has sole voting power and investment power (or shares that power with that person’s spouse) with respect to all shares of capital stock listed as owned by that person or entity.

 

Except as otherwise indicated, all Shares are owned directly and the percentage shown is based on 469,440,000 shares of Common Stock issued and outstanding.

 

 

Title of class

 

Name and address of beneficial owner

Amount of beneficial ownership

Percent of class

Common

Jason Sakowski

1114 17th Ave., Suite 105

Nashville, TN 37212

388,800,000 82.82%
All Officers and Directors as a Group 388,800,000 82.82%
 
Other 5% owners
Common None.

 

 

Other than the shareholders listed above, we know of no other person who is the beneficial owner of more than five percent (5%) of our common stock.

2
 

Except as superseded or updated by the disclosures set forth in this Current Report, all other information required Item 5.01(a)(8) of Form 8-K may be found in the Company’s Quarterly Report on Form 10-Q filed November 14, 2011, the Company’s Annual Report on Form 10-K/A filed October 4, 2011, and Company’s Registration Statement on Form S-1 as amended effective July 6, 2010, each of which is incorporated herein by reference as permitted by Item 5.01(a)(8) of Form 8-K.

 

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: November 17, 2011

3