| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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) November 3, 2008 |
| MERCARI COMMUNICATIONS GROUP, LTD. (Exact name of registrant as specified in its charter) |
| Colorado | 0-17284 | 84-1085935 | ||
| (State or other jurisdiction of | (Commission File No.) | (I.R.S. Employer | ||
| incorporation or organization) | Identification No.) |
| 2525 East Cedar Avenue, Denver Colorado | 80209 | |
| (Address of principal executive offices) | (Zip Code) |
| (303) 623-0203 (Registrant’s telephone number, including area code) |
Check the appropriate box below if the Form 8-K filing is intended to simultaneouslysatisfy the filing obligation of the registrant under any of the following provisions:
| ¨ 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 ExchangeAct (17 CFR 240.13e-4(c)) |
Section 8. Other Events
Item 8.01. Other Events.
On June 16, 2008, Mercari Communications Group, Ltd. (the “Company”) entered into a non-binding letter of intent (the “Letter of Intent”) with AmpliMed Corporation, a Delaware corporation (“AmpliMed”). AmpliMed is a privately-held clinical stage pharmaceutical company headquartered in Tucson, Arizona. Also parties to the Letter of Intent are Kanouff, LLC (“KLLC”) and Underwood Family Partners, Ltd. (“Partnership”), the two entities controlled by the majority shareholders of the Company. The Letter of Intent sets forth the general terms upon which AmpliMed and/or its investors would acquire, by way of a merger with a to be formed wholly-owned subsidiary of the Company, approximately 96% of the total issu ed and outstanding common stock of the Company. Additionally, it was contemplated that KLLC and the Partnership would sell to AmpliMed a total of 819 shares of common stock of the Company which they currently own in exchange for the payment by AmpliMed of $400,000. Pursuant to the Letter of Intent, the Company and AmpliMed agreed to negotiate the entry into a definitive merger agreement whereby AmpliMed would be combined with the Company through a tax-free reorganization. The entry into a merger agreement was subject to the completion of due diligence and the satisfaction of certain terms and conditions by all of the parties. Pursuant to the Letter of Intent, the parties agreed to negotiate in good faith to arrive at a mutually agreeable definitive agreement as soon as practicable, but not later than August 30, 2008. On August 21, 2008, the parties modified the Letter of Intent to extend its termination date to October 31, 2008. The Letter of Intent terminated according to its terms on October 31, 2008 .
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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.
MERCARI COMMUNICATIONS
GROUP, LTD.
By:/s/ L Michael Underwood
L. Michael Underwood, President
| Date: November 3, 2008 |
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