Current Report Filing (8-k)
June 16 2015 - 11:06AM
Edgar (US Regulatory)
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): June 15, 2015
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Great China Mania Holdings, Inc.
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(Exact name of registrant as specified in charter)
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Florida
| 000-54446
| 59-2318378
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(State or other jurisdiction of incorporation)
| (Commission File Number)
| (IRS Employer Identification No.)
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Room 1902, 19/F, Kodak House 2, Java Road, North Point, Hong Kong
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(Address of Principal Executive Offices)
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(852) 3543-1208
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(Registrant’s Telephone Number, Including Area Code)
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(Former name or former address, if changed since last report.)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of registrant under any of the following provisions:
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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(b) under the Exchange Act (17 CFR 240.14a-12(b))
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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 communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
Effective June 30, 2015, upon written consent of the board of directors and the majority shareholder holding a majority of the shares issued and outstanding (66%), Article I of the Articles of Incorporation was amended to change the corporate name to GME Innotainment, Inc. as follows:
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ARTICLE I
The name of this Corporation is GME Innotainment, Inc.
. . .
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A Preliminary Information Statement on Schedule 14C regarding this corporate action was filed with the SEC on June 15, 2015. The Definitive Information Statement on Schedule 14C will be filed with the SEC and mailed to shareholders once the SEC has no further comments.
SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01
Financial Statements and Exhibits
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Exhibit No.
| Description
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3(vi)
| Articles of Amendment to Articles of Incorporation Name Change
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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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| GREAT CHINA MANIA HOLDINGS, INC.
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Date: June 16, 2015
| By:
| /s/Kwan Yin Roy Kwong
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| Kwan Yin Roy Kwong
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| Chief Executive Officer and Director
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2
Articles of Amendment
to
Articles of Incorporation
Of
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Great China Mania Holdings, Inc.
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(Name of Corporation as currently filed with the Florida Dept. of State)
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G48025
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(Document Number of Corporation (if known)
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Pursuant to the provisions of section 607.1006, Florida Statutes, this Florida Profit Corporation adopts the following amendment(s) to its Articles of Incorporation:
A.
If amending name, enter the new name of the corporation:
GME Innotainment, Inc. The new name must be distinguishable and contain the word “corporation,” “company,” or “incorporated” or the abbreviation “Corp.,” “Inc.,” or Co.,” or the designation “Corp,” “Inc,” or “Co”. A professional corporation name must contain the word “chartered,” “professional association,” or the abbreviation “P .A.”
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B.
Enter new principal office address, if applicable:
(Principal office address MUST BE A STREET ADDRESS)
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C.
Enter new mailing address, if applicable:
(Mailing address MAY BE A POST OFFICE BOX )
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D.
If amending the registered agent and/or registered office address in Florida, enter the name of the new registered agent and/or the new registered office address:
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Name of New Registered Agent
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(Florida street address)
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New Registered Office Address:
| ,
| Florida
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| (City)
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New Registered Agent's Signature, if changing Registered Agent :
I hereby accept the appointment as registered agent. I am familiar with and accept the obligations of the position.
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| Signature of New Registered Agent, if changing
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Page 1 of 4
If amending the Officers and/or Directors, enter the title and name of each officer/director being removed and title, name, and address of each Officer and/or Director being added:
(Attach additional sheets, if necessary)
Please note the officer/director title by the first letter of the office title:
P = President; V= Vice President; T= Treasurer; S= Secretary; D= Director; TR= Trustee; C = Chairman or Clerk; CEO = Chief Executive Officer; CFO = Chief Financial Officer. If an officer/director holds more than one title, list the first letter of each office held. President, Treasurer, Director would be PTD.
Changes should be noted in the following manner. Currently John Doe is listed as the PST and Mike Jones is listed as the V There is a change, Mike Jones leaves the corporation, Sally Smith is named the V and S. These should be noted as John Doe, PT as a Change, Mike Jones, V as Remove, and Sally Smith, SV as an Add.
Example:
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X Change
| PT
| John Doe
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X Remove
| V
| Mike Jones
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X Add
| SV
| Sally Smith
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Type of Action
(Check One)
| | Title
| | Name
| | Address
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1)
| ¨Change
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| ¨Add
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| ¨Remove
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2)
| ¨Change
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| ¨Add
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| ¨Remove
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3)
| ¨Change
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| ¨Add
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| ¨Remove
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4)
| ¨Change
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| ¨Add
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| ¨Remove
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5)
| ¨Change
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| ¨Add
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| ¨Remove
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6)
| ¨Change
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| ¨Add
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| ¨Remove
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Page 2 of 4
E. If amending or adding additional Articles, enter change(s) here:
(Attach additional sheets, if necessary).
(Be specific)
Article I of the corporation's Articles of Incorporation is replaced in its entirety by the following:
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ARTICLE I
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The name of this Corporation is GME Innotainment, Inc.
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F. If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself:
( if not applicable, indicate N/A)
Page 3 of 4
The date of each amendment(s) adoption: , if other than the date this document was signed.
Effective date if applicable: June 30, 2015
(no more than 90 days after amendment file date)
Adoption of Amendment(s)
(CHECK ONE)
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þ
| The amendment(s) was/were adopted by the shareholders. The number of votes cast for the amendment(s) by the shareholders was/were sufficient for approval.
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¨
| The amendment(s) was/were approved by the shareholders through voting groups. The following statement must be separately provided for each voting group entitled to vote separately on the amendment(s):
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“The number of votes cast for the amendment(s) was/were sufficient for approval
by ____________________________________________________.”
(voting group)
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¨
| The amendment(s) was/were adopted by the board of directors without shareholder action and shareholder action was not required.
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¨
| The amendment(s) was/were adopted by the incorporators without shareholder action and shareholder action was not required.`
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Dated
| 06/15/2015
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Signature
| /s/Diane J. Harrison, as attorney-in-fact
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| (By a director, president or other officer - if directors or officers have not been
selected, by an incorporator - if in the hands of a receiver, trustee, or other court
appointed fiduciary by that fiduciary)
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Diane J. Harrison
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| | (Typed or printed name of person signing)
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Attorney-in-fact
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| | (Title of person signing)
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Page 4 of 4
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