U.S. 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 4, 2001
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FLORIDA 000-29443 65-0873132
(State or other jurisdiction Commission (I.R.S. Employer
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of incorporation) File No. Identification No.)
Suite 108, 3611 S. Lindell Road, Las Vegas Nevada 89103-1241
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 739-1769
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Suite 1400, 400 Burrard Street, Vancouver BC V6C 3G2
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(Former address and former fiscal year end, if changed since last report)
ITEM 2 and 9. Acquisition or Disposition of Assets and Sales of Equity
Securities Pursuant to Regulation S
On May 4, 2000, the Company entered into an agreement with the minority
stockholders of Viva Gaming & Resort de Mexico, S.A. de C.V. ("Viva Mexico"), a
Mexican corporation, to purchase their holdings of 1,785,000 shares of Viva
Mexico's common stock representing a 35.7% interest for consideration of
2,550,000 restricted shares of the Company's common stock, valued at $2.38 per
share. The Company currently owns 3,215,000 common shares of Viva Mexico
representing a 65.3% interest and, with the effect of this acquisition, will
increase its ownership in Viva Mexico to 100%.
The share consideration was payable to existing stockholders of Viva Mexico for
their direct and indirect ownership interests in 1,785,000 shares of Viva
Mexico. One of the selling shareholders of Viva Mexico is a director of Viva
Mexico.
The purchasers had access to financial and other information about the Company
and were afforded the opportunity to ask questions concerning the Company's
operations and the terms and conditions of this transaction. The purchasers
represented that they were acquiring the securities for investment purposes. The
certificates evidencing the common shares will be issued containing a legend
restricting their transferability absent registration under the Securities Act
or the availability of an applicable exemption from registration. This
transaction was exempt from the registration requirements of the Securities Act
by reason of Section 4(2) of the Securities Act and the rules and regulations
thereunder.
ITEM 7. Financial Statements, Pro Forma Financial Information
(a) Not Applicable
(b) Not Applicable
(c) Exhibits Description of Documents
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10.1 Acquisition Agreement
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.
Viva Gaming & Resorts Inc.
(Registrant)
Date May 17, 2001 By /s/ Robert Sim
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(Robert Sim, Director and Chairman of the Board)