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): August 5, 2005
Conspiracy Entertainment Holdings, Inc.
(Exact name of registrant as specified in its charter)
Utah 000-32427 87-0386790
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
612 Santa Monica Boulevard, Santa Monica, CA 90401
(Address of principal executive offices) (zip code)
(310) 260-6150
(Registrant's telephone number, including area code)
Copies to:
Marc J. Ross, Esq.
Sichenzia Ross Friedman Ference LLP
1065 Avenue of the Americas
New York, New York 10018
Phone: (212) 930-9700
Fax: (212) 930-9725
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))
Item 1.01 Entry into a Material Definitive Agreement.
On August 5, 2005 and August 8, 2005, two accredited investors loaned
Conspiracy Entertainment Holdings, Inc. (the "Company") an aggregate of $223,600
in gross proceeds in exchange for two notes payable. The notes bear no interest
and are due February 1, 2006. Under the terms of the loans, the Company agreed
to share 50% of the profit earned from the development, production and
commercialization of the videogame originally released under the name `Kollon'
in Japan by Cyberfront Corporation on the Sony PSP platform. The notes were
issued in a private placement transaction exempt from registration requirements
pursuant to Section 4(2) of the Securities Act of 1933, as amended, and Rule 506
promulgated thereunder.
In connection with the August 5, 2005 and August 8, 2005 loans, the
Company entered into an agreement amending (the "Amendment") the terms of the
Securities Purchase Agreements (the "Purchase Agreements") dated as of August
31, 2004 and January 31, 2005, which are described in the Company's Forms 8-K
filed with the SEC on September 3, 2004 and February 15, 2005. Pursuant to the
Amendment, the Company re-affirmed all representations and warranties contained
in the Purchase Agreements and all covenants and conditions in the Purchase
Agreements were adopted and renewed. In addition, the $223,600 principal amount
notes payable were added to the Security Interest Agreements executed in
connection with the Purchase Agreements. The conversion price of the debentures
issued in connection with the Purchase Agreements was amended to be the lesser
of $0.05 or 70% of the average of the five lowest closing bid prices for the
Company's common stock for the 30 trading days prior to a conversion date.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an
Off-Balance Sheet Arrangement of a Registrant.
See Item 1.01.
Item 9.01 Financial Statements and Exhibits.
(c) Exhibits
Exhibit Number Description
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4.1 Form of promissory note
4.2 Amendment, Modification and Consent to Transaction Documents
Agreement dated August 8, 2005 among Conspiracy Entertainment
Holdings, Inc. and the Lenders under certain Securities
Purchase Agreements with the Company dated as of August 31,
2004 and January 31 2005.
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SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Conspiracy Entertainment Holdings, Inc.
Dated: August 22, 2005 By: /s/ Keith Tanaka
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Name: Keith Tanaka
Title: Chief Financial Officer
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