UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): April 14, 2005
Gaming Venture Corp., U.S.A.
Exact name of Registrant as specified in its charter)
<s> <c>
Nevada 86-0883289
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
Number)
801 Pascack Road
Paramus, NJ 07652
(Address of principal executive offices) (Zip Code)
(201) 599-8484
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report)
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:
[ ] 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 240.14.a-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))
2
Section 1 - Registrant's Business and Operations
Item 1.01 Entry into a Material Definitive Agreement
On April 14, 2005, Gaming Venture Corp., U.S.A. entered into an
Agreement of Merger and Plan of Reorganization among SK2, Inc., a
Delaware corporation and parent company of Kuhlman retail stores
("Kuhlman"), and GV Acquisition Co., a Delaware corporation and wholly
owned subsidiary of Gaming Venture Corp., U.S.A. Kuhlman is a
specialty retailer and wholesale provider of exclusively designed,
distinctive, high quality apparel.
The transaction of the subject agreement is designed as a reverse
merger with Kuhlman to be the surviving corporation and an operating
subsidiary of Gaming Venture Corp., U.S.A. Under the agreement, GV
Acquisition Co. will merge with and into Kuhlman. As a result of the
merger and in exchange for the cancellation of their shares, Kuhlman
shareholders will receive shares of Gaming Venture Corp., U.S.A.
Prior to the closing of the merger, Gaming Venture Corp., U.S.A. will
effectuate a 1-for-5 reverse split and change the name of the company
to Kuhlman Company, Inc. The completion of the merger is contingent,
among other things, on shareholder approval by the shareholders of both
Kuhlman and Gaming Venture Corp., U.S.A. The board of directors of
both companies have approved the transaction.
There are no material relationships between Gaming Venture Corp.,
U.S.A. and any of the parties, other than in respect to the Agreement
and Plan of Merger and Reorganization.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits
(c) Exhibits No. Description
Exhibit 10.1 Agreement and Plan of Merger
And Reorganization dated April 14, 2005
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.
GAMING VENTURE CORP., U.S.A.
Date: April 18, 2005 By: /s/ Alan Woinski
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Alan Woinski
President and Chief Executive Officer