UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 18, 2005
Pacificap Entertainment Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-31048 33-0766069
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
9150 Wilshire Boulevard, Suite 242, Beverly Hills, California 90212
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (310) 246-0090
Copies to:
Gregory Sichenzia, Esq.
Andrea Cataneo, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
Item 1.01 Entry into a Material Definitive Agreement.
On May 18, 2005, we amended (the "Amendment") our acquisition agreement we
executed on December 21, 2004, to acquire all of the intangible assets and
certain liabilities of Battleship VFX, Inc. ("Battleship"), which were acquired
through a wholly-owned subsidiary of ours. Pursuant to the Amendment, we agreed
to issue Brenda Michel, the owner of Battleship, an aggregate of 10 million
shares of our common stock for the acquisition of Battleship. Ms. Michel agreed
to give up her anti-dilution rights. Furthermore, we agreed to provide $210,000
in funding for Battleship's operations and $25,000 for legal fees. All revenues
generated by Battleship in the future will be utilized solely for Battleship's
operations, and Battleship agreed that upon receipt of $250,000 in gross
revenues, Battleship will re-pay us $25,000 for our legal expenses.
Furthermore, we agreed, through our wholly-owned subsidiary, to enter into
an employment agreement with Ms. Michel, pursuant to which we will employ Ms.
Michel for a term of five years at a salary of $150,000 per year. The employment
agreement will automatically renew for three years terms thereafter. We can
terminate Ms. Michel for cause if she is found by a court to have engaged in
willful misconduct, gross negligence or convicted of a crime that constitutes a
felony. In the event we terminate Ms. Michel's contract for any reason other
than cause, we are obligated to pay Ms. Michel an amount equal to three times
the aggregate of all salary and bonus payments paid or payable during the most
recent term.
Ms. Michel shall have a call right exercisable at any time for any reason,
to buy-back all of the assets of Battleship from our subsidiary at a buy-back
price of $660,000. In the event that we terminate Ms. Michel for cause, the
right to buy-back the Battleship assets shall terminate.
In the event that we breach our agreement or Amendment with Battleship and
Ms. Michel or we terminate Ms. Michel's contract for any reason other than
cause, such event will automatically trigger the buy-back of the Battleship
assets by Ms. Michel from us, with the buy-back price to be offset by our
liquidated damages payment to Ms. Michel in the amount of the buy-back price.
All other provisions of the original Agreement not modified in the
Amendment remain in full force and effect.
Item 9.01 Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit
Number Description
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10.1 Amendment to Asset Acquisition Agreement, executed on May 18,
2005, by and between Pacificap Entertainment Holdings, Inc. and
Brenda Michel.
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.
Pacificap Entertainment Holdings, Inc.
Date: May 24, 2005 /s/ EDWARD LITWAK
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Edward Litwak
President
If Pacificap is in agreement with the foregoing proposal for Amendment, please
have an authorized Pacificap officer sign hereto with Pacificap Board approval
and I will arrange for countersignature signature indicating agreement by
Brenda.
Regards,
/s/ TRAVIS L. GERING
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Travis L. Gering
cc: Brenda Michel
AGREED:
Pacificap Entertainment Holdings, Inc.
By: /s/ ED LITWAK
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Name: Ed Litwak
Title: President
/s/ BRENDA MICHEL
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Brenda Michel