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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C., 20549


FORM 6-K


REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13a-16 OR 15D-16

UNDER THE SECURITIES EXCHANGE ACT OF 1934


For the month of August, 2005


PEACE ARCH ENTERTAINMENT GROUP INC.

(Translation of Registrant’s name into English)


407-124 Merton Street, Toronto, Ontario M4S 2Z2

(Address of principal executive office)


[Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20F or Form 40-F.


Form 20-F             [ X ]

Form 40-F            [   ]


[Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to rule 12g3-2(b) under the Securities Exchange Act of 1934.


Yes             [   ]

No      [ X ]


(If “Yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):

82-_______________




PEACE ARCH ENTERTAINMENT GROUP INC.


Special Meeting held at Peace Arch Entertainment Group Inc. Corporate Offices

407-124 Merton Street, Toronto, Ontario

on August 24, 2005 at 10:00 a.m.


REPORT ON VOTING RESULTS


In accordance with Section 11.3 of National Instrument 51-102, the following are the voting results from the special meeting of shareholders of Peace Arch Entertainment Group Inc. (the “Corporation”) held on August 24, 2005 at 10:00 a.m.  The matters voted upon were approved by a show of hands.


102 Shareholders holding 15,438,788 Common Shares were represented in person or by proxy at the special meeting.  This represents 73.69% of the 20,948,492 issued and outstanding Common Shares.


MATTER VOTED UPON

VOTING RESULTS

To consider and, if thought fit, to pass a special resolution amending the articles of the Company.

On the matter of approval by Special Resolution of the holders of Common Shares, amending the articles of the Company.


Details of proxy votes received:


Item Voted On                               Votes For %                Votes Against %


Amend Company’s Articles                  98.4                                   1.6

To consider and, if thought fit, to pass a special resolution authorizing the directors to reduce the Company’s stated capital account for the common shares by the amount of up to $29,706,623, or such lesser amount as may be determined by the directors.

On the matter of  authorizing the directors to reduce the Company’s stated capital account for the common shares by the amount of up to $29,706,623, or such lesser amount as may be determined by the directors.


Details of proxy votes received:


Item Voted On                                Votes For %                Votes Withheld %


Reduction in Capital Account                   98.8                                  1.2

  


“Nicole Spracklin”


NICOLE SPRACKLIN

Executive Legal Assistant


Peace Arch Entertainment Group Inc.

 

 

 

 




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, thereunto duly authorized.


    

Peace Arch Entertainment Group Inc.

    

(Registrant)


Date

August 25, 2005

 

By

“Mara Di Pasquale”

    

(Signature)*

    

Mara Di Pasquale, Chief Financial Officer

*Print the name and title under the signature of the signing officer.


GENERAL INSTRUCTIONS

A.

Rule as to Use of Form 6-K,


This form shall be used by foreign private issuers which are required to furnish reports pursuant to Rule 13a-16 or 15d-16 under the Securities Exchange Act of 1934.


B.

Information and Document required to be Furnished,


Subject to General Instruction D herein, an issuer furnishing a report on this form shall furnish whatever information, not required to be furnished on Form 40-F or previously furnished, such issuer (I) makes or is required to make public pursuant to the law of the jurisdiction of its domicile or in which it is incorporated or organized, or (ii) files or is required to file with a stock exchange on which its securities are traded and which was ;made public by that exchange, or (iii) distributes or is required to distribute to its security holders.


The information required to be furnished pursuant to (I), (ii) or (iii) above is that which is material with respect to the issuer and its subsidiaries concerning: changes in business; changes in management or control; acquisitions or dispositions of assets; bankruptcy or receivership; changes in registrant’s certifying accountants; the financial condition and results of operations; material legal proceedings; changes in securities or in the security for registered securities; defaults upon senior securities; material increases or decreases in the amount outstanding of securities or indebtedness; the results of the sub­mission of matters to a vote of security holders; transactions with directors, officers or principal security holders; the granting of options or payment of other compensation to directors or officers; and any other information which the registrant deems of material importance to security holders.


This report is required to be furnished promptly after the material contained in the report is made public as described above.  The information and documents furnished in this report shall not be deemed to be “filed” for the purpose of Section 18 of the Act or otherwise subject to the liabilities of that section.


If a report furnished on this form incorporates by reference any information not previously filed with the Commission, such information must be attached as an exhibit and furnished with the form.


C.

Preparation and Filing of Report


This report shall consist of a cover page, the document or report furnished by the issuer, and a signature page.  Eight com­plete copies of each report on this form shall be deposited with the Commission.  At least one complete copy shall be filed with each United States stock exchange on which any security of the registrant is listed and registered under Section 12(b) of the Act.  At least one of the copies deposited with the Commission and one filed with each such exchange shall be manu­ally signed.  Unsigned copies shall be conformed.




D.

Translations of Papers and Documents into English


Reference is made to Rule 12b-12(d) [17 CFR 240.12b-12(d)].  Information required to be furnished pursuant to General Instruction B in the form of press releases and all communications or materials distributed directly to security holders of each class of securities to which any reporting obligation under Section 13(a) or 15(d) of the Act relates shall be in the English language.  English versions or adequate summaries in the English language of such materials may be furnished in lieu of original English translations.


Notwithstanding General Instruction B, no other documents or reports, including prospectuses or offering circulars relating to entirely foreign offerings, need be furnished unless the issuer otherwise has prepared or caused to be prepared English translations, English versions or summaries in English thereof.  If no such English translations, versions or summary have been prepared, it will be sufficient to provide a brief description in English of any such documents or reports.  In no event are copies of original language documents or reports required to be furnished.