UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 19, 2009
ASIA PREMIUM TELEVISION GROUP, INC
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(Exact name of registrant as specified in its charter)
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Nevada |
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033-33263 |
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62-1407521 |
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(State or other jurisdiction of incorporation) |
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(Commission File No.) |
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(I.R.S. Employer Identification No.) |
Room 602, 2 North Tuanjiehu Street, Chaoyang District
Beijing, 100026, People's Republic Of China
(Address of principal executive offices)
Registrant’s telephone number, including area code:
(86-10) 6582-7900
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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communication pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 3.03
Material Modification to Rights of Security Holders.
See disclosure in Item 5.03 below.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On October 19, 2009, the Company filed a Certificate of Amendment to Articles of Incorporation (“Certificate of Amendment”) with the Nevada Secretary of State which reflects the following corporate actions (“Corporate Actions”);
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the name change of the Company to “ China Grand Resorts, Inc .” and
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a reverse split of its issued and outstanding common stock, par value $0.001, on a 20 for 1 basis.
As stated in the Certificate of Amendment, the effective date of the Corporate Actions is November 16, 2009.
A true and correct copy of the Certificate of Amendment is attached hereto.
The Company’s Board of Directors approved the Corporation Actions by unanimous written consent on August 13, 2009. Shareholders holding a majority of the Common Stock approved the Corporate Actions by the written consent dated August 14, 2009. These stockholders held an aggregate 5,334,487 shares of Common Stock or 53.5% of the Common Stock issued and outstanding on such date.
The Company has previously filed a Definitive Information Statement with the Securities and Exchange Commission on October 16, 2009 relating to the Corporate Actions and the attendant shareholder consent, and has mailed the Definitive Information Statement to its shareholders on or about October 19, 2009.
Please refer to the Company’s Definitive Information Statement and the attached Certificate of Amendment for more specific details concerning the Corporate Actions.
Item 9.01
Financial Statements and Exhibits
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(d) |
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Exhibits. |
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Exhibit No. |
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Description |
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3(i) |
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Certificate of Amendment filed with the Nevada Secretary of State on October 19, 2009. |
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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.
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Asia Premium Television Group, Inc. |
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Date: October 23, 2009 |
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By: |
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/s/ Menghua Liu |
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Name: |
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Menghua Liu |
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Title: |
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Chief Executive Officer and Chairman of the Board |
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ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4520
(775) 684 5708
Website: www.nvsos.gov
USE BLACK INK ONLY - DO NOT HIGHLIGHT ABOVE SPACE IS FOR OFFICE USE ONLY
Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock )
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1. Name of corporation: Asia Premium Television Group Inc .
2. The articles have been amended as follows:
A. ARTICLE I is amended as follows: The name of the Corporation has been changed to “ China Grand Resorts, Inc.”
B. ARTICLE IV – regarding the capital stock is hereby amended to add the following paragraph:
Each twenty (20) shares of Common Stock, $0.001 par value per share, of the Corporation outstanding at 9:00 a.m. on the effective date shall be deemed to be one (1) share of Common Stock, $0.001 par value per share, of the Corporation. There shall be no fractional shares. Odd lots shall be rounded up. The total number of authorized shares shall not be reversed down but shall remain the same.
3. The vote by which the stockholders holding shares in the corporation entitling them to exercise a least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the articles of incorporation have voted in favor of the amendment is: 5,334,487 shares (53.5%).
4. The effective date of this filing: (optional) 11/16, 2009.
5. Signature: (required)
/s/ Carla Zhou Carla Zhou CFO 10/16/09 |
*If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless to limitations or restrictions on the voting power thereof.
IMPORTANT: Failure to include any of the above information and submit with the proper fees may cause this filing to be rejected.
This form must be accompanied by appropriate fees. Nevada Secretary of State Amend Profit After
Revised: 3-6-09