UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K/A
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 22, 2005
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. On April 22, 2005, the Trust issued a
letter acknowledging the receipt of the escrow payment and accepting the cure of
the default. The acceptance of the cure was conditional upon the issuance of
50,000 shares of the Company's common stock to Elizabeth Buntrock, which
occurred on April 25, 2005.
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.
Since January 1, 2005, the Company has issued or agreed to issue (i)
755,237 shares of its common stock to contractors and consultants in exchange
for services (ii) convertible promissory notes in the aggregate principal amount
of $290,000, which notes accrue interest at an annual rate of 10%, mature in
January and March 2007, and are convertible at any time into shares of common
stock at a conversion price of $3.00 per share (iii) warrants to purchase an
aggregate of 89,999 shares of its common stock at an exercise price of $3.00 per
share (iv) 534,540 shares of its common stock to directors and employees, (v)
121,875 shares of its common stock to a contractor in settlement of a liability
valued at $337,500, (vi) 97,800 shares of its common stock to contractors in
exchange for property and equipment valued at $244,500,(vii) 5,000 shares of its
common stock as a share price adjustment for certain investors, (viii) as
discussed above, 50,000 shares of its common stock to a note holder in
connection with curing a default, (ix) 13,575 shares of its common stock to a
note holder in exchange for the payment of interest, and (x) as discussed above,
a warrant to purchase 50,000 shares of its common stock to an investor in
connection with the advance of funds.
See our Current Report on Form 8-K filed with the Securities and Exchange
Commission on December 29, 2004 for additional information regarding the
convertible promissory notes and warrants issued to investors. Also, see the
disclosure contained in Item 1.01 above.
No underwriters were employed in the transactions. The securities will be
deemed restricted securities for purposes of the Securities Act.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits.
10.1* Letter Agreement regarding $145,000 Protective Advance.
10.2 Letter dated April 22, 2005
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* 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.
Dated: April 28, 2005 AGU ENTERTAINMENT CORP.
By: /s/ John W. Poling
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Name: John W. Poling
Title: Chief Financial Officer