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 29, 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 29, 2005, The Tube Music Network, Inc. ("The Tube"), the
television music network subsidiary of AGU Entertainment Corp. (the "Company"),
entered into a technical services agreement, dated as of December 1, 2004 (the
"Services Agreement"), with Skyport Services, Inc. ("Skyport"), a subsidiary of
Equity Broadcasting Corporation. Equity Broadcasting Corporation is a
stockholder of the Company and has provided contract services to the Company
valued at approximately $162,500 since January 1, 2004. The Services Agreement
provides that Skyport will broadcast The Tube and provide The Tube with
origination services, transmission and compression services, post-production
services, and satellite reception authorization services. The Services Agreement
provides the terms and conditions of broadcasting, as well as the obligations of
each of the parties.
Pursuant to the terms of the Services Agreement, The Tube will pay a
monthly service fee to Skyport as set forth in the Services Agreement, which fee
increases at a rate of 3% per year. Prior to the execution of the Services
Agreement, The Tube paid the monthly service fee for the first full month, a
one-time charge as set forth in the Services Agreement, the monthly service fee
for one additional month, and a security deposit to Skyport. The initial term of
the Services Agreement expires on November 30, 2005 and automatically renews for
successive twelve-month periods (each such twelve-month period referred to as an
"extended term") until either party gives written notice to the other party, at
least six months prior to the scheduled termination date of each extended term,
of its intent to cancel the Services Agreement. Subject to certain conditions
defined in the Services Agreement, each of the parties may terminate the
Services Agreement (i) upon a material breach of the Services Agreement, other
than the failure to pay the monthly service fee, if such breach is not cured
within 30 days of receipt of written notice of such breach, and (ii) if the
other party, among other things, files any proceeding in bankruptcy and such
petition is not discharged within 60 days. The Tube may terminate the Services
Agreement by providing a minimum of three months' prior written notice,
accompanied by a payment of 75% of the total monthly service fee due for the
remainder of the term, to Skyport, and Skyport may terminate the Services
Agreement immediately upon notice to The Tube that (i) Skyport is no longer able
to provide the services specified in the Services Agreement, (ii) Skyport's
agreement with PanAmSat Corporation has been terminated, (iii) The Tube is
airing content that would violate applicable laws, or (iv) Skyport is no longer
providing satellite time to third parties.
Pursuant to the terms of the Services Agreement, each of the parties
agreed to indemnify the other party from claims that relate to, or arise from,
(i) intentional or willful conduct or negligence of any employee or agent, (ii)
infringement on a third parties' rights, (iii) breach of any representation or
warranty made in the Services Agreement, (iv) breach or default of performance
of any of covenant made in the Services Agreement, (v) acts or omissions in
violation of applicable laws, or (vi) any actual or alleged infringement or
misappropriation of any intellectual property. The Company also agreed to
indemnify Skyport against any other claim based on the content of its
programming.
The foregoing brief summary of the agreement entered into by The Tube
is not intended to be complete and is qualified in its entirety by reference to
the agreement.
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: May 5, 2005 AGU ENTERTAINMENT CORP.
By: /s/ John W. Poling
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Name: John W. Poling
Title: Chief Financial Officer