UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D/A
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
COMMON STOCK, $0.0001 PAR VALUE
Not applicable.
CUSIP NUMBER
William Tay
2000 Hamilton Street, #943
Philadelphia, PA 19130
Telephone/Fax: (215) 405-8018
E-mail: william.tay@hotmail.com
(NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
August 2, 2012
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), (f) or (g), check the following box / /.
The reason for filing this amendment is to file the Exhibit listed under Item 7 that was not filed with the original filing.
| (1) | Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above Persons (entities only): |
| | |
| (2) | Check the Appropriate Box if a Member of a Group (See Instructions) |
| | (a) o |
| (4) | Source of Funds (See Instructions) N/A |
| (5) | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) |
| (6) | Citizenship or Place of Organization: |
| | |
| Number | (7) | Sole Voting Power |
| of Shares | | 313,900 |
| Beneficially | | |
| Owned by | (8) | Shared Voting Power: |
| Each | | 0 |
| Reporting | | |
| Person | (9) | Sole Dispositive Power: |
| With | | 313,900 |
| | | |
| | (10) | Shared Dispositive Power: |
| | | 0 |
| (11) | Aggregate Amount Beneficially Owned by Each Reporting Person: 313,900 |
| (12) | Check if the Aggregate Amount in Row (11) Excludes Certain Shares |
| | o |
| (13) | Percent of Class Represented by Amount in Row (11): 1% |
| | |
| (14) | Type of Reporting Person: IN |
ITEM 1. SECURITY AND ISSUER.
Attn: Mr. Peter Iodice, President and CEO
Artemis Acquisition Corp. (Issuer)
897 Fording Island Rd., #411
Bluffton, SC 29910
ITEM 2. IDENTITY AND BACKGROUND.
| (b) | Address: 2000 Hamilton Street, #943 |
| | Philadelphia, PA 19130 | |
| | | | |
| (c) | Business consultant and private investor. |
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person, William Tay, sold 31,076,100 shares of the Issuer in a private transaction to Peter Iodice and received the sum of $59,990. After the sale, Mr. Tay owns 313,900 shares of the common stock of the Issuer.
ITEM 4. PURPOSE OF TRANSACTION.
The purpose of the transaction was for a change in control of the Issuer, based on a private sale of 31,076,100 shares of common stock of the Issuer by Reporting Person William Tay to Peter Iodice. The transaction closed on August 2, 2012.
As part of the acquisition and pursuant to the Share Purchase Agreement, the following changes to the Issuer's directors and officers has occured on August 2, 2012: 1) William Tay resigned as the Issuer's President, Secretary and Treasurer, effective August 2, 2012, 2) Peter Iodice was appointed as the Company's new President, Secretary and Director, effective as of August 2, 2012 and 3) Mr. Tay then resigned as a member of the Board of Directors of the Issuer, effective August 2, 2012.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
William Tay beneficially owns 313,900 shares of the Issuer's Common Stock.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
Other than as described in this Schedule 13D/A, the Reporting Person has no contracts, arrangements, understandings or relationships with any other person with respect to any securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1. Share Purchase Agreement, dated August 2, 2012, between William Tay, Artemis Acquisition Corp. and Peter Iodice.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
| | | |
| | Signature: |
| Dated: August 8, 2012 | |
| | | |
| | By: | /s/ William Tay |
| | William Tay |
