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: Commission File No.:
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July 1, 2003 0-12169
Advanced Gaming Technology, Inc.
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(Exact name of registrant as specified in its charter)
Wyoming 98-0152226
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(State or other jurisdiction of (IRS Identification No.)
incorporation or organization)
24165 IH 10 West - - Suite 24165, San Antonio, Texas 78257
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(Address of principal executive offices)
210-697-8550
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(Issuer telephone number)
N/A
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(Former name, if changed since last report)
N/A
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(Former address, if changed since last report)
Item 1. Changes in Control of Registrant.
On July 1, 2003, the Registrant affected the Merger described in Item
2. As a result of the Merger, the Registrant issued 4,250,000 shares of common
stock and 3,500,000 shares of Series A Preferred Stock of the Registrant in
consideration for all of the acquired company.
Subsequent to the merger, there were 5,274,305 shares of the
Registrant's common stock outstanding and 3,500,000 shares of the Registrant's
preferred A stock, convertible into 5 common shares for each convertible share
and having full voting rights equal to their converted number of shares.
The following control 5% or more of the outstanding shares of the
Registrant:
Name Common Shares Preferred Shares *
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Diamond Capital, LLC 2,000,000 1,750,000
Quest Capital Resources, LLC 2,000,000 1,750,000
o Preferred Shares are convertible into 5 common shares for each
convertible share and have full voting rights equal to their converted
number of shares
Item 2. Acquisition or Disposition of Assets.
MediaWorx Acquisition Company, LLC, a Nevada limited liability company
and wholly owned subsidiary of the Registrant ("MWAC"), merged with and into
Advanced Capital Services, L.L.C., a Nevada limited liability company ("ACLLC"),
with MWAC being the surviving corporation and continuing its existence under the
laws of the State of Nevada (the "Merger"). Articles of Merger were filed with
the State of Nevada on July 1, 2003, being the Effective Date of the Merger. The
terms of the Merger are set forth in an Agreement and Plan of Merger dated July
1, 2003 by and among the Registrant, the Merger Sub, and ACLLC. The Merger is
also the subject of a Schedule 14C Information Statement filed July 1, 2003.
The consideration paid to the members of ACLLC by the Registrant for
the Merger was 4,000,000 shares of Registrant's Common Stock and 3,500,000
shares of its Preferred Series A Stock.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired
The required financial statements of the acquired business were not
available at the time of this filing and will be provided on or about September
11, 2003.
(b) Proforma Financial Information
The required proforma information was not available at the time of this
filing and will provided on or about September 11, 2003.
(c) Exhibits
EXHIBIT ITEM
99.1* Agreement and Plan of Merger dated July 1, 2003 by and among the
Registrant, MWAC and ACLLC
* Previously filed.
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.
Date: July 11, 2003 By: /s/ Gary L. Cain
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Gary L. Cain, Chief Executive Officer