UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): January 27, 2005
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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.)
3200 West Oakland Park Blvd., Lauderdale Lakes, Florida 33311
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(Address of Principal Executive Offices) (Zip Code)
(954) 714-8100
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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. 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))
FORWARD-LOOKING STATEMENTS
This report may include a number of "forward-looking statements" as that
term is defined in Section 27A of the Securities Act of 1933, as amended, (the
"Securities Act") and Section 21E of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"). These statements reflect management's current
views with respect to future events and financial performance and include
statements regarding the intent, belief or current expectations of us and
members of our management team, which are based upon assumptions about future
conditions which may prove to be inaccurate. Prospective investors are cautioned
that any such forward-looking statements are not guarantees of future
performance, involve risk and uncertainties, and that as a result, actual
results may differ materially from those contemplated by such forward-looking
statements. Such risks include, among other things, the volatile and competitive
markets in which we operate, our limited operating history, our limited
financial resources, our ability to manage our growth and the lack of an
established trading market for our common stock. Readers are urged to carefully
review and consider the various disclosures made by us in this report and in our
other reports filed with the Securities and Exchange Commission ("SEC Reports").
When considering forward-looking statements, investors should keep these risk
factors in mind as well as the other cautionary statements in our SEC Reports.
ITEM 8.01 OTHER EVENTS.
On January 27, 2005, we were served with a summons with notice (the
"Summons") by Jarred Weisfeld and Cherry Jones, individually and doing business
as JarredCherry Productions LLC (the "Plaintiffs"), which indicates that the
Plaintiffs commenced an action against us in the Supreme Court of the State of
New York, County of New York (Index No. 600285/05). The Plaintiffs allege, among
other things, breach of contract, breach of implied covenant of good faith and
fair dealing, unfair competition, tortuous misappropriation of goodwill, and
deceptive acts and practices pursuant to Section 349 of the New York General
Business Law. This dispute stems from an alleged agreement between the
Plaintiffs and us related to the works of the late Mr. Russell Jones, who was
the son of Ms. Jones and the management client of Mr. Weisfeld. The Plaintiffs
are seeking compensatory and punitive damages of no less than $1,812,500. We
expressly deny any allegation of wrongdoing on our part and intend to vigorously
defend ourselves in this dispute, which to date has not been presented in a
formal complaint.
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: February 2, 2005 AGU ENTERTAINMENT CORP.
By: /s/ John W. Poling
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Name: John W. Poling
Title: Chief Financial Officer