SECURITIES AND EXCHANGE COMMISSIONSEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)

Dec 11, 2018

2. SEC Identification Number

CS20091269

3. BIR Tax Identification No.

007236853000

4. Exact name of issuer as specified in its charter

PH RESORTS GROUP HOLDINGS, INC.

5. Province, country or other jurisdiction of incorporation

Philippines

6. Industry Classification Code(SEC Use Only)

7. Address of principal office

GGDC Administrative Services Building, Clark Global City, Clark Freeport Zone, Pampanga, Philippines Postal Code 2023

8. Issuer's telephone number, including area code

(632)403-4015

9. Former name or former address, if changed since last report

PHILIPPINE H2O VENTURES CORP.; 4th Floor 20 Lansbergh Place, 170 Tomas Morato Avenue, Quezon City

10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA

Title of Each Class	Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common shares	243,241,504

11. Indicate the item numbers reported herein

Item 9

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Philippine H2O Ventures Corp.H2O

PSE Disclosure Form 4-3 - Amendments to Articles of Incorporation References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure
Amendment of the Articles of Incorporation
Background/Description of the Disclosure
The Shareholders and Board of Directors approved the amendment of the Articles of Incorporation of the Corporation in connection with the following: • Change of name of the Corporation to from Philippine H2O Ventures Corp. to PH Resorts Group Holdings, Inc.; • Change of the principal office of the Corporation; • Amendment of the primary purpose of the Corporation; • Increase of the number of directors from seven (7) to nine (9); • Increase of the authorized capital stock of the Corporation from Php 500,000,000 up to Php 8,000,000,000. On 10 December 2018, the SEC approved the foregoing amendments. See attached for a copy of the Certificate of Filing of Amended Articles of Incorporation and Certificate of Approval of Increase of Capital Stock

Date of Approval by Board of Directors	Jun 25, 2018
Date of Approval by Stockholders	Jun 25, 2018
Other Relevant Regulatory Agency, if applicable	N/A
Date of Approval by Relevant Regulatory Agency, if applicable	N/A
Date of Approval by Securities and Exchange Commission	Dec 10, 2018
Date of Receipt of SEC approval	Dec 11, 2018

Amendment(s)

Article No.	From	To
First	That the name of the Corporation shall be Philippine H2O Ventures Corp.	That the name of the Corporation shall be PH Resorts Group Holdings, Inc.
Second	To invest in, purchase, or otherwise acquire and own, hold, use, develop, lease, sell, assign, transfer, mortgage, pledge, exchange, operate, enjoy or otherwise dispose of, as may be permitted by law, all properties of every kind, nature and description and wherever situated, including but not limited to real estate, whether improved or unimproved, agricultural and natural resource projects, buildings, warehouses, factories, industrial complexes and facilities; shares of stock, subscriptions, bonds, warrants, debentures, notes, evidences of indebtedness, and other securities and obligations of any corporation or corporations, association or associations, domestic or foreign, for whatever lawful purpose or purposes the same may have been...	The primary purpose of the Corporation is to subscribe, acquire, hold, sell, assign, or dispose of shares of stock and other securities of any corporation including those engaged in the hotel and/or gaming and entertainment business, without however engaging in the dealership of securities or in the stock brokerage business or in the business of an investment company, to the extent permitted by law, and to be involved in the management and operations of such investee companies; and to guarantee the obligations of its subsidiaries or affiliates or any entity in which the Corporation has lawful interest.
Third	The principal office of the Corporation shall be established or located in 4th Floor 20 Lansbergh Place Bldg., 170 Tomas Morato Ave., Quezon City, Philippines	The principal office of the Corporation shall be established or located in GGDC Administrative Services Building, Clark Global City, Clark Freeport Zone, Pampanga, Philippines 2023.
Sixth	The number of directors of the Corporation shall be Seven (7)...	The number of directors of the Corporation shall be Nine (9)...
Seventh	The capital stock of the corporation is Five Hundred Million (P500,000,000.00) Pesos, Philippine Currency, divided into Five Hundred Million (500,000,000) shares with a par value of One Peso (P1.00) Philippine Currency per share.	The authorized capital stock of the corporation is Eight Billion (P8,000,000,000.00) Pesos, divided into Eight Billion (8,000,000,000) shares with a par value of One Peso (P1.00) per share.

Rationale for the amendment(s)
These amendments will enable the Corporation to pursue a new line of business as a result of the recent change in majority ownership of the Corporation.

The timetable for the effectivity of the amendment(s)

Expected date of filing the amendments to the Articles of Incorporation with the SEC	Jul 2, 2018
Expected date of SEC approval of the Amended Articles of Incorporation	Dec 10, 2018

Effect(s) of the amendment(s) to the business, operations and/or capital structure of the Issuer, if any
These amendments will enable the Corporation to pursue a new line of business as a result of the recent change in majority ownership of the Corporation. The amendments also increases the capitalization of the Corporation from Php 500,000,000.00 to Php 8,000,000,000.00.
Other Relevant Information
The issuance of the shares that were subscribed pursuant to the increase of the authorized capital stock will be completed upon payment of the relevant taxes. Thus, the minimum public float of the Corporation is still currently maintained at 30% of the issued and outstanding shares. Upon issuance of the shares that were subscribed in the increase of its authorized capital stock, the Corporation will maintain a minimum public float of at least 10% as it will also be issuing shares to other unaffiliated and unrelated shareholders of the Corporation.