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): April 14, 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 document may include a number of "forward-looking statements" as
that term is defined in Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. These
statements reflect management's current views with respect to future events and
financial performance and include statements regarding management's intent,
belief or current expectations, which are based upon assumptions about future
conditions that 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 securities. When considering forward-looking
statements, readers are urged to carefully review and consider the various
disclosures, including risk factors and their cautionary statements, made by us
in this document and in our reports filed with the Securities and Exchange
Commission.
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On April 14, 2005, AGU Entertainment Corp. (the "Company") and two of
its subsidiaries, The Tube Music Network, Inc. and AGU Music, Inc., entered into
a letter agreement with Mitchell Entertainment Company ("Mitchell"), a
securityholder of the Company, related to a $145,000 advance (the "Letter
Agreement"). The Company used these funds to make an escrow payment due under
the terms of a 6.5% promissory note described below.
Under the terms of a 6.5% promissory note issued by the Company to
Lakes Holding Trust U/A (the "Trust") on December 22, 2004, the Company was
obligated to make a payment of $145,000 on March 20, 2005 to the Trust. The
Trust issued a demand letter in early April and subsequently verbally agreed to
extend the due date of the payment to April 15, 2005. The Company anticipates
receiving written documentation of the extension and any necessary waiver.
Pursuant to the terms of the Letter Agreement, the Company agreed to
pay Mitchell, immediately upon the first monies it receives, the sum of
$145,000, plus interest at the default rate provided in the 10% secured
convertible term note issued to Mitchell on December 22, 2004 (the "Mitchell
Note"), attorney's fees in the amount of $3,500, and the amount necessary to
bring the past due interest payments on the Mitchell Note current. In addition,
the Letter Agreement provides for the issuance to Mitchell of warrants to
purchase an additional 50,000 shares of the Company's common stock at an
exercise price of $1.50 per share under the same terms and conditions as the
common stock purchase warrant previously issued to Mitchell.
See our Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 29, 2004 for additional information regarding
the 6.5% promissory note issued to the Trust, the Mitchell Note and the common
stock purchase warrant previously issued to Mitchell.
ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.
See the disclosure contained in Item 1.01 above.
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.
See disclosure contained in Item 1.01 above.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
10.1 Letter Agreement regarding $145,000 Protective Advance.
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: April 20, 2005 AGU ENTERTAINMENT CORP.
By: /s/ John W. Poling
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Name: John W. Poling
Title: Chief Financial Officer