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
Date of Report (Date of earliest event reported): August 8, 2012
ALTERNATIVE ENERGY MEDIA, INC.
(Exact name of Registrant as specified in its charter)
|
|
|
Nevada | 333-176169 | 45-2426430 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) |
| Identification Number) |
|
|
|
| 2850 W. Horizon Ridge Parkway Suite 200 Henderson, NV 89052 (Address of principal executive offices) Phone: 619-688-1799 (Registrants Telephone Number) 3160 Camino Del Rio South, Number 310, San Diego, CA 92108 |
|
| (Former name or former address, if changed since last report) |
|
|
|
|
Copy of all Communications to:
The Krueger Group, LLP
7486 La Jolla Boulevard
La Jolla, California 92037
858-405-7385
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Company under any of the following provisions:
. .
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))
ALTERNATIVE ENERGY MEDIA, INC.
Form 8-K
Current Report
ITEM 3.02. UNREGISTERED SALES OF EQUITY SECURITIES
The following table sets forth, as of August 7, 2012, the beneficial ownership of the outstanding common stock by: (i) any holder of more than five (5%) percent; (ii) each of our executive officers and directors; and (iii) our directors and executive officers as a group. Unless otherwise indicated, each of the stockholders named in the table below has sole voting and dispositive power with respect to such shares of common stock. As of the date of this Current Report, there are 12,500,000 shares of common stock issued and outstanding of Alternative Energy Media, Inc. (the Company).
|
|
|
Name and Address of Beneficial Owner | Amount and Nature of Beneficial Ownership | Percentage of Beneficial Ownership |
Directors and Officers: |
|
|
|
|
|
Harmony Innovation Investments International Limited (1) 15B, Granville House, 41C Granville Road, Tsim Sha Tsui, Kowloon, Hong Kong | 9,375,000 | 75.00% |
|
|
|
Sen Kai Low (2) No. 147 C, Taman Peringgit Jaya, 75400 Melaka, Melaka, Malaysia | 625,000 | 5.00% |
|
|
|
Kebi Huang (3) Block B, Room 1826, 18/F, Jia Zhao Ye Building, No. 66, Nanyuan Road, Futian District, Shenzhen, China | 0 | 0.00% |
|
|
|
All executive officers and directors as a group (1 person) | 0 | 0.00% |
(1)
Harmony Innovation Investments International Limited (Harmony) acquired these shares on August 7, 2012 in a private transaction with Windstream Partners, LLC (Windstream) and Mr. Matthew J. Zouvas, (Zouvas) our former President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Harmony is a business entity domiciled in Hong Kong.
(2)
Mr. Sen Kai Low (Low) acquired these shares on August 7, 2012 in a private transaction with Windstream.
(3)
Mr. Kebi Huang (Huang) was appointed as the Companys sole officer and director on August 7, 2012. Huang does not currently own any shares of the Company.
ITEM 5.01. CHANGES IN CONTROL OF REGISTRANT
On August 7, 2012, Harmony and Low acquired control of ten million (10,000,000) shares of the Companys issued and outstanding common stock, representing approximately 80.00% of the Companys total issued and outstanding common stock, from Windstream and Zouvas in accordance with a common stock purchase agreement among Windstream, Zouvas, Harmony and Low (the Stock Purchase Agreement). The Stock Purchase Agreement was negotiated in an arms length transaction.
As part of the acquisition, the following changes to the Company's directors and officers have occurred:
· As of August 7, 2012, Mr. Matthew J. Zouvas resigned from all positions with the Company, including but not limited to, that of President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.
· As of August 7, 2012, Mr. Kebi Huang was appointed as the Companys President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.
ITEM 5.02. DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF DIRECTORS; PPOINTMENT OF PRINCIPAL OFFICERS
On August 7, 2012, Mr. Matthew J. Zouvas resigned from all positions with the Company, including but not limited to, that of President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. The resignation was not the result of any disagreement with the Company on any matter relating to the Companys operations, policies or practices.
On August 7, 2012, Mr. Kebi Huang was appointed as the Companys President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director.
The biography for Mr. Huang is set forth below:
KEBI HUANG. Mr. Huang, is the Companys President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director. Mr. Huang is an accountant and certified tax representative in the Peoples Republic of China (China). Since 2012 has worked with Falcon Certified Public Accountants Ltd. in Hong Kong overseeing the firms various business operations in China. Mr. Huang graduated from Guizhou Financial & Economic University in 1991, majoring in Accounting and Finance. Mr. Huang worked for a German-owned company in Shenzhen, Guangdong Province, China, as a Financial Director during 2004 to 2009. In 2009, Mr. Huang worked for an American-owned company in Kaiping, Guangdong Province, China as a Financial Director. Mr. Huangs many years of experience in management, accounting and finance will provide the Company the strategic direction and management that is necessary both here in the US and in China.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|
|
|
|
|
|
|
| ||
ALTERNATIVE ENERGY MEDIA, INC. | ||||
Date: August 10, 2012 | By: /s/ Kebi Huang |
| ||
|
| Kebi Huang | ||
|
| Chief Executive Officer, President & Director |