U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): April 21, 2010
AVANI INTERNATIONAL GROUP INC.
(Name of Small Business Issuer in its charter)
Nevada 000-23319 88-0367866
(State of Commission File No. (I.R.S. Employer
Incorporation) I.D. Number)
108-2419 Bellevue Ave. West Vancouver, B.C. V7V 4T4 Canada
(Address of principal executive offices) (Zip Code)
Registrant's telephone number (604)-913 2386
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))
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Item 5.01.Change in Control of Registrant.
On April 21, 2010, Robert Wang, the Company’s former President and Chairman, transferred to Mr. Dennis Robinson, the Company’s current President and Chairman, the 1,000,000 shares of Class A-Super Voting Preferred Stock of the Company (“Preferred Stock”) previously held by Mr. Wang. Each share of the Preferred Stock carries 2,000 votes on matters submitted to shareholders for voting purposes. No other rights or privileges are attendant to the Preferred Stock.
The following table will identify, as of April 21, 2010, after giving effect to the transfer of the Preferred Stock as mentioned above, the number and percentage of outstanding shares of common stock and preferred stock of the Company owned by (i) each person known to the Company who owns more than five percent of the outstanding common stock, (ii) each officer and director, and (iii) and officers and directors of the Company as a group. Except as otherwise indicated, the address of each party is the address of the Company. The following is based on 17,582,698 and 1,000,000 shares of common stock and preferred stock, respectively, outstanding as of April 21, 2010, except that shares of common stock underlying options or warrants exercisable within 60 days of the date hereof are deemed to be outstanding for purposes of calculating the beneficial ownership of securities of the holder of such options or warrants.
Title
Name and Address
Amount and nature
Percent
of Class
of Beneficial Owner
Beneficial Ownership
of Class
Dennis Robinson
Common Stock
-0-
0%
Chairman, President,
Preferred Stock
2,000,000,000(1)
100%
Principal Financial Officer,
Treasurer And Director
Jeffrey Lightfoot
Common Stock
-0-
0%
Director
Preferred Stock
-0-
0%
MX Power Systems, Co. Ltd.
Common Stock
2,500,000
14.2%
Preferred Stock
-0-
0%
Chin Yen Ong
Common Stock
4,912,503
28%
106 Taman Sri Selayang
Preferred Stock
-0-
0%
68100 Batu Caves, Selangor
Malaysia
Tee Ah Siew
Common
Stock
4,085,017
23.2%
No.6 Jalan 7,Kaw 15
Preferred Stock
-0-
0%
Taman Seng Chai
41300 Kelang
Selangor Darul Ehsan
Malaysia
Officers and
Common Stock
-0-
0%
Directors,
Preferred Stock
2,000,000,000(1)
100%
as a group (2 persons)
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(1). Based on 1,000,000 outstanding shares of the Company’s Class A Super Voting Preferred Stock after giving effect to the 2,000 to 1 common voting rights per share.
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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Avani International Group, Inc.
April 30, 2010
/s/ Dennis Robinson
Dennis Robinson
Chairman, President,
Principal Financial Officer
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