American Paramount Gold Corp. (Form: 8-K, Received: 04/12/2010 15:12:48)

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

Date of Report (Date of earliest event reported) March 17, 2010

AMERICAN PARAMOUNT GOLD CORP.
(Exact name of registrant as specified in its charter)

          Nevada                      333-138148                 20-5243308
(State or other jurisdiction         (Commission               (IRS Employer
     of incorporation)               File Number)            Identification No.)

29733 Niguel Road, Suite A, Laguna Niguel, CA 92677
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (949) 481-5396

ZEBRA RESOURCES, INC.
(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:

[ ] 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))

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Effective March 17, 2010, we effected a one (1) old for two (2) new forward stock split of our issued and outstanding common stock. As a result, our authorized capital increased from 75,000,000 to 150,000,000 shares of common stock and our issued and outstanding increased from 32,000,000 shares of common stock to 64,000,000 shares of common stock, all with a par value of $0.001.

Also effective March 17, 2010, we changed our name from "Zebra Resources, Inc." to "American Paramount Gold Corp.", by way of a merger with our wholly owned subsidiary American Paramount Gold Corp., which was formed solely for the change of name.

ITEM 7.01 REGULATION FD DISCLOSURE

The name change and forward stock split becomes effective with the Over-the-Counter Bulletin Board at the opening for trading on April 12, 2010 under the new stock symbol "APGA". Our new CUSIP number is 02882T 105.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

3.01 Articles of Merger

3.02 Certificate of Change

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.

AMERICAN PARAMOUNT GOLD CORP.

/s/ Dan Gravelle
------------------------------
Dan Gravelle
President and Director

Date: April 12, 2010

EXHIBIT 3.01

ROSS MILLER Document Number Secretary of State 20100167558-85 206 North Carson Street Filing Date and Time Carson City, Nevada 89701-4299 03/17/2010 12:00 PM
(775) 684 5708 Entity# Number Website: www.nvsos.gov EO543122006-0

Filed in the office of

                                                          /s/ Ross Miller
                                                          ROSS MILLER
                                                          Secretary of State
   ARTICLES OF MERGER                                     State of Nevada
(PURSUANT TO NRS 92A.200)

PAGE 1

ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

1) Name and jurisdiction of organization of each constituent entity (NRS 92A.200). If there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity.

American Paramount Gold Corp.
Name of merging entity

Nevada                                             Corporation
Jurisdiction                                       Entity type *

Zebra Resources Inc.
Name of merging entity

Nevada                                             Corporation
Jurisdiction                                       Entity type *

Name of merging entity

Jurisdiction                                       Entity type *

Name of merging entity

Jurisdiction                                       Entity type *

and,

Zebra Resources Inc.
Name of surviving entity

Nevada                                             Corporation
Jurisdiction                                       Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 2

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):

Attn:

c/o:

3) (Choose one)

[X] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

[ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

4) Owner's approval (NRS 92A.200)(options a, b, or c must be used, as applicable, for each entity) (if there are more than four merging entities, check box [ ] and attach an 8 1/2" x 11" blank sheet containing the required information for each additional entity):

(a) Owner's approval was not required from

American Paramount Gold Corp.

Name of merging entity, if applicable

Zebra Resources Inc.
Name of merging entity, if applicable

Name of merging entity, if applicable

and, or;

Zebra Resources Inc.
Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 3

(b) The plan was approved by the required consent of the owners of *:

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

* Unless otherwise provided in the certificate of trust or governing instrument of a business trust, a merger must be approved by all the trustees and beneficial owners of each business trust that is a constituent entity in the merger.

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 4

The plan of merger has been approved by the directors of the corporation and by each public officer or other person whose approval of the plan of merger is required by the articles of incorporation of the domestic corporation.

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 5

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article One of the Articles of Incorporation of Zebra Resources Inc. is hereby amended to change the name of Zebra Resources Inc. to American Paramount Gold Corp.

6) Location of Plan of Merger (check a or b):

[X] (a) The entire plan of merger is attached;

or,

[ ] (b) The entire plan of merger is on file at the registered office of the surviving corporation, limited-liability company or business trust, or at the records office address if a limited partnership, or other place of business of the surviving entity (NRS 92A.200).

7) Effective date (optional)":

* Amended and restated articles may be attached as an exhibit or integrated into the articles of merger. Please entitle them "Restated" or "Amended and Restated," accordingly. The form to accompany restated articles prescribed by the secretary of state must accompany the amended and/or restated articles. Pursuant to NRS 92A. 180 (merger of subsidiary into parent - Nevada parent owning 90% or more of subsidiary), the articles of merger may not contain amendments to the constituent documents of the surviving entity except that the name of the surviving entity may be changed.

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 6

8) Signatures - Must be signed by: An officer of each Nevada corporation; All general partners of each Nevada limited partnership; All general partners of each Nevada limited partnership; A manager of each Nevada limited-liability company with managers or all the members if there are no managers; A trustee of each Nevada business trust (NRS 92A.230)* (if there are more than four merging entities, check box [ ] and attach an "8 1/2 x
11 " blank sheet containing the required information for each additional entity.):

American Paramount Gold Corp.
Name of merging entity

/s/ Dan Gravelle                 President             January 4, 2010
Signature                          Title                    Date

Zebra Resources Inc.
Name of merging entity

/s/ Dan Gravelle                 President             January 4, 2010
Signature                          Title                    Date

Name of merging entity

Signature                          Title                    Date

Name of merging entity

Signature                          Title                    Date

Zebra Resources Inc.
Name of surviving entity

/s/ Dan Gravelle                 President             January 4, 2010
Signature                          Title                    Date

* The articles of merger must be signed by each foreign constituent entity in the manner provided by the law governing it (NRS 92A.230). Additional signature blocks may be added to this page or as an attachment, as needed.

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

AGREEMENT AND PLAN OF MERGER

THIS AGREEMENT dated as of January 4, 2010.

BETWEEN:

AMERICAN PARAMOUNT GOLD CORP., a Nevada corporation, having its office at 29773 Niguel Road, Suite A, Laguna Niguel 92677

("American Paramount")

AND:

ZEBRA RESOURCES INC., a Nevada corporation, having its office at 29773 Niguel Road, Suite A, Laguna Niguel 92677

("Zebra")

WHEREAS:

A. American Paramount is the wholly-owned subsidiary of Zebra;

B. The board of directors of American Paramount and Zebra deem it advisable and in the best interests of their respective companies and shareholders that American Paramount be merged with and into Zebra, with Zebra remaining as the surviving corporation under the name "American Paramount Gold Corp.";

C. The board of directors of American Paramount has approved the plan of merger embodied in this Agreement; and

D. The board of directors of Zebra has approved the plan of merger embodied in this Agreement.

THEREFORE, in consideration of the mutual agreements and covenants set forth herein, the parties hereto do hereby agree to merge on the terms and conditions herein provided, as follows:

1. THE MERGER

1.1 THE MERGER

Upon the terms and subject to the conditions hereof, on the Effective Date (as hereinafter defined), American Paramount shall be merged with and into Zebra in accordance with the applicable laws of the State of Nevada (the "MERGER"). The separate existence of American Paramount shall cease, and Zebra shall be the

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surviving corporation under the name "American Paramount Gold Corp." (the "SURVIVING CORPORATION") and shall be governed by the laws of the State of Nevada.

1.2 EFFECTIVE DATE

The Merger shall become effective on the date and at the time (the
"EFFECTIVE DATE") that:

(a) the Articles of Merger, in substantially the form annexed hereto as Appendix A, that the parties hereto intend to deliver to the Secretary of State of the State of Nevada, are accepted and declared effective by the Secretary of State of the State of Nevada; and

(b) after satisfaction of the requirements of the laws of the State of Nevada.

1.3 ARTICLES OF INCORPORATION

On the Effective Date, the Articles of Incorporation of Zebra, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the Articles of Incorporation of the Surviving Corporation except that Article 1 of the Articles of Incorporation of Zebra, as the Surviving Corporation, shall be amended to state that the name of the corporation is "American Paramount Gold Corp.".

1.4 BYLAWS

On the Effective Date, the Bylaws of Zebra, as in effect immediately prior to the Effective Date, shall continue in full force and effect as the bylaws of the Surviving Corporation.

1.5 DIRECTORS AND OFFICERS

The directors and officers of Zebra immediately prior to the Effective Date shall be the directors and officers of the Surviving Corporation, until their successors shall have been duly elected and qualified or until otherwise provided by law, the Articles of Incorporation of the Surviving Corporation or the Bylaws of the Surviving Corporation.

2. CONVERSION OF SHARES

2.1 COMMON STOCK OF ZEBRA

Upon the Effective Date, by virtue of the Merger and without any action on the part of any holder thereof, each share of common stock of Zebra, par value of $0,001 per share, issued and outstanding immediately prior to the Effective Date shall be changed and converted into one fully paid and non-assessable share of the common stock of the Surviving Corporation, par value of $0,001 per share (the "SURVIVOR STOCK").

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2.2 COMMON STOCK OF AMERICAN PARAMOUNT

Upon the Effective Date, by virtue of the Merger and without any action on the part of the holder thereof, each share of common stock of American Paramount, par value of $0,001 per share, issued and outstanding immediately prior to the Effective Date shall be cancelled.

2.3 EXCHANGE OF CERTIFICATES

Each person who becomes entitled to receive any Survivor Stock by virtue of the Merger shall be entitled to receive from the Surviving Corporation a certificate or certificates representing the number of Survivor Stock to which such person is entitled as provided herein.

3. EFFECT OF THE MERGER

3.1 RIGHTS, PRIVILEGES, ETC.

On the Effective Date of the Merger, the Surviving Corporation, without further act, deed or other transfer, shall retain or succeed to, as the case may be, and possess and be vested with all the rights, privileges, immunities, powers, franchises and authority, of a public as well as of a private nature, of American Paramount and Zebra; all property of every description and every interest therein, and all debts and other obligations of or belonging to or due to each of American Paramount and Zebra on whatever account shall thereafter be taken and deemed to be held by or transferred to, as the case may be, or invested in the Surviving Corporation without further act or deed, title to any real estate, or any interest therein vested in American Paramount or Zebra, shall not revert or in any way be impaired by reason of this merger; and all of the rights of creditors of American Paramount and Zebra shall be preserved unimpaired, and ail liens upon the property of American Paramount or Zebra shall be preserved unimpaired, and all debts, liabilities, obligations and duties of the respective corporations shall thenceforth remain with or be attached to, as the case may be, the Surviving Corporation and may be enforced against it to the same extent as if all of said debts, liabilities, obligations and duties had been incurred or contracted by it.

3.2 FURTHER ASSURANCES

From time to time, as and when required by the Surviving Corporation or by its successors and assigns, there shall be executed and delivered on behalf of American Paramount such deeds and other instruments, and there shall be taken or caused to be taken by it such further other action, as shall be appropriate or necessary in order to vest or perfect in or to confirm of record or otherwise in the Surviving Corporation the title to and possession of all the property, interest, assets, rights, privileges, immunities, powers, franchises and authority of American Paramount and otherwise to carry out the purposes of this Agreement, and the officers and directors of the Surviving Corporation are fully authorized in the name and on behalf of American Paramount or otherwise to take any and all such action and to execute and deliver any and all such deeds and other instruments.

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4. GENERAL

4.1 ABANDONMENT

Notwithstanding any approval of the Merger or this Agreement by the shareholders of American Paramount or Zebra or both, this Agreement may be terminated and the Merger may be abandoned at any time prior to the Effective Time, by mutual written agreement of American Paramount and Zebra.

4.2 AMENDMENT

At any time prior to the Effective Date, this Agreement may be amended or modified in writing by the board of directors of both American Paramount and Zebra.

4.3 GOVERNING LAW

This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Nevada.

4.4 COUNTERPARTS

In order to facilitate the filing and recording of this Agreement, the same may be executed in any number of counterparts, each of which shall be deemed to be an original.

4.5 ELECTRONIC MEANS

Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date hereof.

IN WITNESS WHEREOF, the parties hereto have entered into and signed this Agreement as of the date set forth above.

AMERICAN PARAMOUNT GOLD CORP.

Per: /s/ Dan Gravelle
    -----------------------------------
    Authorized Signatory

ZEBRA RESOURCES INC.

Per: /s/ Dan Gravelle
    -----------------------------------
    Authorized Signatory

APPENDIX A

To the Agreement and Plan of Merger between American Paramount and Zebra Articles of Merger

ROSS MILLER
Secretary of State
206 North Carson Street
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 1

ABOVE SPACE IS FOR OFFICE USE ONLY

(Pursuant to Nevada Revised Statutes Chapter 92A)

(excluding 92A.200(4b))

American Paramount Gold Corp.
Name of merging entity

Nevada                                             Corporation
Jurisdiction                                       Entity type *

Zebra Resources Inc.
Name of merging entity

Nevada                                             Corporation
Jurisdiction                                       Entity type *

Name of merging entity

Jurisdiction                                       Entity type *

Name of merging entity

Jurisdiction                                       Entity type *

and,

Zebra Resources Inc.
Name of surviving entity

Nevada                                             Corporation
Jurisdiction                                       Entity type *

* Corporation, non-profit corporation, limited partnership, limited-liability company or business trust.

Filing Fee: $350.00

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 2

2) Forwarding address where copies of process may be sent by the Secretary of State of Nevada (if a foreign entity is the survivor in the merger - NRS 92A.1 90):

Attn:

c/o:

3) (Choose one)

[X] The undersigned declares that a plan of merger has been adopted by each constituent entity (NRS 92A.200).

[ ] The undersigned declares that a plan of merger has been adopted by the parent domestic entity (NRS 92A.180)

(a) Owner's approval was not required from

American Paramount Gold Corp.

Name of merging entity, if applicable

Zebra Resources Inc.
Name of merging entity, if applicable

Name of merging entity, if applicable

and, or;

Zebra Resources Inc.
Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 3

(b) The plan was approved by the required consent of the owners of *:

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 4

Name of merging entity, if applicable

and, or;

Name of surviving entity, if applicable

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 5

5) Amendments, if any, to the articles or certificate of the surviving entity. Provide article numbers, if available. (NRS 92A.200)*:

Article One of the Articles of Incorporation of Zebra Resources Inc. is hereby amended to change the name of Zebra Resources Inc. to American Paramount Gold Corp.

6) Location of Plan of Merger (check a or b):

[X] (a) The entire plan of merger is attached;

or,

7) Effective date (optional)":

** A merger takes effect upon filing the articles of merger or upon a later date as specified in the articles, which must not be more than 90 days after the articles are filed (NRS 92A.240).

This form must be accompanied by appropriate fees.

ROSS MILLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: www.nvsos.gov

ABOVE SPACE IS FOR OFFICE USE ONLY

ARTICLES OF MERGER

(PURSUANT TO NRS 92A.200)

PAGE 6

American Paramount Gold Corp.
Name of merging entity

/s/ Dan Gravelle                 President             January 4, 2010
Signature                          Title                    Date

Zebra Resources Inc.
Name of merging entity

/s/ Dan Gravelle                 President             January 4, 2010
Signature                          Title                    Date

Name of merging entity

Signature                          Title                    Date

Name of merging entity

Signature                          Title                    Date

Zebra Resources Inc.
Name of surviving entity

/s/ Dan Gravelle                 President             January 4, 2010
Signature                          Title                    Date

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

This form must be accompanied by appropriate fees.

Exhibit 3.02

ROSS MILLER
Secretary of State Document Number 254 North Carson Street, Suite 1 201001675595-96 Carson City, Nevada 89701-4299 Filing Date and Time
(776) 684 5708 03/17/2010 12:00 PM Website: www.nvsos.gov Entity# Number EO543122006-0

Filed in the office of

                                                          /s/ Ross Miller
CERTIFICATE OF CHANGE PURSUANT                            Ross Miller
      TO NRS 78.209                                       Secretary of State
                                                          State of Nevada

ABOVE SPACE IS FOR OFFICE USE ONLY

CERTIFICATE OF CHANGE FILED PURSUANT TO NRS 78.209
FOR NEVADA PROFIT CORPORATIONS

1. Name of corporation:

American Paramount Gold Corp.

2. The board of directors have adopted a resolution pursuant to NRS 78.209 and have obtained any required approval of the stockholders.

3. The current number of authorized shares at the par value, if any, of each class or series, if any, of shares before the change:

75,000,000 shares of common stock with a par value of $0.001

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

150,000,000 shares of common stock with a par value of $0.001

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

The Corporation shall issue two (2) shares of common stock for every one
(1) share of common stock issued and outstanding, immediately prior to the effective date of the stock split.

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

No fractional shares shall be issued, all fractional shares shall be rounded up.

7. Effective date of filing (optional):

(must not be later than 90 days after the certificate is filed)

8. Signature: (required)

X /s/ Dan Gravelle                                         President
Signature of Officer                                         Title

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.