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): October 25, 2004
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AGU ENTERTAINMENT CORP.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
005-79752 84-1557072
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(Commission File Number) (IRS Employer Identification No.)
11077 Biscayne Blvd., Suite 100, Miami, Florida 33161
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(Address of Principal Executive Offices) (Zip Code)
(305) 899-6100
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(Registrant's Telephone Number, Including Area Code)
N/A
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(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 (see General Instruction A.2):
|_| 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 October 25, 2004, the Company entered into the Amendment to
Agreement for Purchase and Sale with Charley Zeches, in her capacity as trustee
of Lakes Holding Trust U/A dated July 27 (the "Seller"), pursuant to which the
parties amended certain terms and conditions of the Agreement for Purchase and
Sale entered into on September 14, 2004 relating to the real property located at
3200 West Oakland Park Boulevard, Lauderdale Lakes, Florida (the "Real
Property"). The amended terms and conditions are set forth below.
The material terms of the Amendment to Agreement for Purchase and
Sale are as follows:
o the closing date was extended from October 25, 2004 to November 30,
2004;
o the Company and Seller instructed the release of the escrow deposit
in the amount of $100,000;
o the 250,000 shares of the Company's common stock to be delivered at
closing as a potion of the aggregate purchase price of Eight Million
Five Hundred Dollars ($8,500,000) under the terms of the original
Agreement for Purchase for Sale will be issued, transferred and
delivered to Seller on October 25, 2004 in reliance on Regulation D
under the Securities Act of 1933, as amended (the "Securities Act"),
pursuant to the terms and conditions of a stock purchase agreement
acceptable to the Company and will constitute an additional
non-refundable deposit paid by the Company to Seller;
o in addition to the aggregate purchase price, the Company will issue,
transfer and deliver to Seller 25,000 shares of the Company's common
stock on October 25, 2004 or as soon as practicable thereafter in
reliance on Regulation D under the Securities Act, which shares
shall (i) be issued pursuant to the terms and conditions of a stock
purchase agreement acceptable to the Company, (ii) include piggyback
registration rights and (iii) constitute an additional
non-refundable deposit paid by the Company to Seller;
o in addition to the aggregate purchase price, the Company will issue,
transfer and deliver to AUW, Inc., which assisted the Company and
Seller in connection with the sale and purchase of the Real
Property, 25,000 shares of the Company's common stock on October 25,
2004 or as soon as practicable thereafter in reliance on Regulation
D under the Securities Act, which shares shall (i) be issued
pursuant to the terms and conditions of a stock purchase agreement
acceptable to the Company, (ii) include piggyback registration
rights, and (iii) constitute an additional non-refundable deposit
paid by the Company to Seller;
o Seller will provide AUW, Inc. an office (free of charge as to rent
only) in the Building (as defined in the Agreement for Purchase and
Sale) through November 30, 2005;
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o in addition to the aggregate purchase price, the Company will make
the following payments to Seller in consideration of the extension
of the closing date: (i) Fifty Thousand Dollars ($50,000) on October
29, 2004, upon Seller's receipt of which the Company shall have a
non-exclusive, revocable license to operate a production studio in
the Building, which license shall terminate on November 30, 2005 to
the extent that no closing occurs on or before such date; and (ii)
Twenty-Two Thousand Five Hundred Dollars ($22,500) on November 10,
2004; and
o the Company will be solely responsible for any and all costs and
expenses due in connection with any use of the Real Property, which
such payments shall not be credited against the aggregate purchase
price.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
See Item 1.01 "Entry into a Material Definitive Agreement" above.
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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.
Dated: October 29, 2004 AGU ENTERTAINMENT CORP.
By: /s/ David C. Levy
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Name: David C. Levy
Title: President
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