UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One):
|_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR
For Period Ended: September 30, 2005
|_| Transition Report on Form 10-K
|_| Transition Report on Form 20-F
|_| Transition Report on Form 11-F
|_| Transition Report on Form 10-Q
|_| Transition Report on Form N-SAR
For the Transition Period Ended:
- --------------------------------------------------------------------------------
Read Instruction Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
- --------------------------------------------------------------------------------
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates: Not Applicable
- --------------------------------------------------------------------------------
Part I--Registrant Information
- --------------------------------------------------------------------------------
Full Name of Registrant: AGU Entertainment Corp.
Former Name if Applicable: Lexington Barron Technologies, Inc.
Address of Principal Executive Office: 1451 West Cypress Creek Road
Suite 300
Ft. Lauderdale, FL 33309
- --------------------------------------------------------------------------------
Part II--Rules 12b-25 (b) and (c)
- --------------------------------------------------------------------------------
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate) |X|
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR or Form
N-CSR, or portion thereof will be filed on or before the
fifteenth calendar day following the prescribed due date; or
the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
- --------------------------------------------------------------------------------
Part III--Narrative
- --------------------------------------------------------------------------------
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K, 10-Q,
N-SAR, N-CSR, or the transition report or portion thereof could not be filed
within the prescribed time period.
(Attach extra sheets if needed)
AGU Entertainment Corp. (the "Company") is unable to file its quarterly
report on Form 10-QSB for the fiscal quarter ended September 30, 2005 (the "Form
10-QSB") within the prescribed period. The effects of Hurricane Wilma on the
Company's executive offices and its impact on the Company's employees have
rendered timely filing of the Form 10-QSB impracticable without undue hardship
and expense to the Company. At this time, the Company will use reasonable
efforts to file the Form 10-QSB no later than the fifth calendar day following
the prescribed due date, as permitted by Rule 12b-25.
- --------------------------------------------------------------------------------
Part IV--Other Information
- --------------------------------------------------------------------------------
(1) Name and telephone number of person to contact in regard to this
notification
John W. Poling 954 714-8100
--------------------------------------------------------------------
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or for
such shorter period that the registrant was required to file such
report(s) been filed? If the answer is no, identify report(s).
|_| Yes |X| No
The Company is delinquent in filing information required by Form 8-K
relating to the Company's creation of a direct financial obligation. The
required information relating to the direct financial obligation will be
disclosed under Item 5 of the Form 10-QSB to be filed by the Company.
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal
year will be reflected by the earnings statements to be
included in the subject report or portion thereof?
|X| Yes |_| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
The Company expects that there will be an increase of approximately
$94,000 in the net revenues for the three months ended September 30, 2005 over
the $0 in net revenues reported for the three months ended September 30, 2004.
During the third fiscal quarter of 2004, the Company did not engage in any
significant operations or enter into any material transactions. During the third
fiscal quarter of 2005, the Company generated revenue primarily from its record
subsidiary. The Company also expects that there will be a net loss of
approximately $4.1 million reported for the three months ended September 30,
2005 compared to a net loss of $1,845,190 reported for the three months ended
September 30, 2004, based in part on (1) increases in operating expenses due to
the Company's engagement in operations and entering into material transactions,
(2) increases in interest expense, and (3) increases in accounting and legal
fees and other internal costs relating to compliance with federal and state
securities laws.
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.
AGU Entertainment Corp.
- --------------------------------------------------------------------------------
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 15, 2005 By: /s/ John W. Poling
--------------------------------
Name: John W. Poling
Title: Chief Financial Officer