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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)  November 8, 2011

 

AMICO GAMES CORP.

(Exact name of registrant as specified in its charter)

 

Nevada

 

000-53711

 

98-0579264

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

2 nd Floor, Zhonhshan Avenue No. 238, Tianhe District, Guangzhou, Canton Province, China 51030

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code  86 20 8556 2666

 

n/a

(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:

 

  o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

  o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

  o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

  o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

 

 

Item 1.01    Entry into Material Definitive Agreement

 

Item 5.07    Submission of Matters to a Vote of Shareholders

 

On November 8, 2011, we entered into an asset exchange agreement with Zhou Hai Tao, Olite Global Limited and Ronotech Limited.  Upon closing of the agreement, we will acquire 100% capital interest of Stepeak Limited, a British Virgin Islands company owned by Zhou Hai Tao, in exchange for 100% of the capital interest of our subsidiary Vodafun Limited, a company incorporated under the laws of the British Virgin Islands and the cancellation of 16,282,600 shares of our common stock held by Olite Global Limited and Ronotech Limited.  The asset exchange agreement is attached hereto as Exhibit 10.1.

 

Vodafun has a variable interest entity (“VIE”) relationship with Galaxy Software (Guangzhou) Limited (“Galaxy”), a company incorporated under the laws of China.  Galaxy operates a number of mobile phone games on networks in China.  Stepeak has a VIE relationship with Guangzhou Ju Technology Limited (“Ju Tech”),   a company incorporated under the laws of China.  Ju Tech is an Info-Tech services company engaged in outsourced system design and integration of intelligent buildings in China.

 

The terms and conditions of the agreement were approved on November 8, 2011 by holders of 52.63% of our common stock by way of a written consent resolution.   The company will be filing a Schedule 14C Information Statement in the near future.

 

Item 9.01    Financial Statements and Exhibits

 

10.1    Asset Exchange Agreement date November 8, 2011

 

 

 

 

 

 

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.

 

AMICO GAMES CORP.

 

/s/ Carter Jun Ho

Carter Jun Ho

President, Chief Executive Officer and Director

 

Date:

November 10, 2011

 

 

ASSET EXCHANGE AGREEMENT

 

THIS AGREEMENT is made effective as of the 8th day of November, 2011

 

AMONGST:

 

AMICO GAMES CORP., a Nevada corporation, having an office at Room North-02, Flat A, No. 89 Zhong Shan Da Dao Xi, Tianhe Qu, Guangzhou, Canton Province, China, 510630.

 

(“ Amico ”)

 

AND:

 

ZHOU HAI TAO, a citizen of the People’s Republic of China having a correspondence address at Room 2106 Tian Shou Building, 105 Tian Shou Road, Tianhe District, Guangzhou, China 510610

 

( “ Zhou ”)

 

AND:

 

The Undersigned Shareholders

 

(the “ Shareholders ”)

 

WHEREAS:

 

A.   Amico owns 100% of the capital interest in Vodafun Limited (“ Vodafun ”), a British Virgin Islands company.  Vodafun, through a series of agreements with Galaxy Software (Guangzhou) Limited,  a company incorporated under the laws of The People’s Republic of China (“ China ”), is involved in the business of value added telecommunications services;

 

B.   Zhou owns 100% of the capital interest in Stepeak Limited (“ Stepeak ”), a British Virgin Islands company. Stepeak through a series of agreements with Guangzhou Ju Technology Limited, a company incorporated under the laws of China, is involved in the business of system integration and design of intelligent buildings;

 

C.   The board of directors of Amico has approved undertaking a one (1) for twenty (20) reverse split of its common stock.  The split is currently under review by FINRA and will be effective once approval from FINRA is received;

 

D.   Zhou has agreed to sell Stepeak to Amico and Amico has agreed to sell Vodafun to the Zhou on the condition that the Shareholders agree to cancel  16,282,600 shares of Amico’s common stock prior to the closing of this Agreement; and

 

E.   Amico, Zhou and the Shareholders all wish to enter into this Agreement to exchange the assets of Amico and Zhou, and cancel 16,282,600 shares of Amico common stock currently held by the Shareholders.

 

THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), the parties covenant and agree as follows:

 

 

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1.  DEFINITIONS

 

1.1  Definitions .  In this Agreement, the following terms shall have the following meanings, unless the context indicates otherwise:

 

(a)  

Agreement ” shall mean this Asset Exchange Agreement, and all schedules and other documents attached to or referred to in this Agreement, and all amendments and supplements, if any, to this Agreement;

 

(b)  

Closing ” shall mean the completion of the Transaction, in accordance with Section 7, at which the Closing Documents shall be exchanged by the parties, except for those documents or other items specifically required to be exchanged at a later time;

 

(c)  

Closing Date ” shall mean a date mutually agreed upon by the parties hereto in writing and in accordance with Section 10.6 following the satisfaction or waiver by Amico and Zhou of the conditions precedent set out in Sections 5.1 and 5.2 respectively, provided that such date shall be no later than six (6) weeks after delivery of the Stepeak Financial Statements to be delivered under Section 4.10  ;

 

(d)  

Closing Documents ” shall mean the papers, instruments and documents required to be executed and delivered at the Closing pursuant to this Agreement;

 

(e)  

Exchange Act ” shall mean the United States Securities Exchange Act of 1934, as amended;

 

(f)  

US GAAP ” shall mean United States generally accepted accounting principles applied in a manner consistent with prior periods;

 

(g)  

Liabilities ” shall include any direct or indirect indebtedness, guaranty, endorsement, claim, loss, damage, deficiency, cost, expense, obligation or responsibility, fixed or unfixed, known or unknown, asserted choate or inchoate, liquidated or unliquidated, secured or unsecured;

 

(h)  

Shareholders Shares ” shall mean the 16,282,600 fully paid and non-assessable pre-split common shares held by the Shareholders, among which 7,260,000 shares owned by Olite Global Limited, a British Virgin Islands company with registered office at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands; and the reminaing 9,022,600 shares owned by Ronotech Limited, a British Virgin Islands company with registered office at Palm Grove House, P.O. Box 438, Road Town, Tortola, British Virgin Islands to be cancelled on or before the Closing Date;

 

(i)  

SEC ” shall mean the United States Securities and Exchange Commission;

 

(j)  

Securities Act ” shall mean the United States Securities Act of 1933, as amended;

 

(k)   

“Stepeak Interest” shall mean the 100% capital interest of Stepeak held by Zhou;

 

(l)  

Taxes ” shall include international, federal, state, provincial and local income taxes, capital gains tax, value-added taxes, franchise, personal property and real property taxes, levies, assessments, tariffs, duties (including any customs duty), business license or other fees, sales, use and any other taxes relating to the assets of the designated party or the business of the designated party for all periods up to and including the Closing Date, together with any related charge or amount, including interest, fines, penalties and additions to tax, if any, arising out of tax assessments; and

 

(m)  

Transaction ” shall mean the purchase of the Vodafun Interest by Zhou from Amico, purchase of the Stepeak Interest by Amico from Zhou and the cancellation of the Shareholders Shares.

 

(n)  

Vodafun Interest” shall mean the 100% capital interest of Vodafun held by Amico;

 

1.2  Currency .  All references to currency in this Agreement are to United States Dollars unless expressly stated otherwise.

 

 

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2.  THE OFFER, PURCHASE AND SALE OF VODAFUN AND STEPEAK

 

2.1  Offer, Purchase and Sale of Vodafun .  Subject to the terms and conditions of this Agreement, Amico hereby covenants and agrees to sell, assign and transfer to Zhou and Zhou hereby covenants and agrees to purchase from Amico the Vodafun Interest.

 

2.2  Offer, Purchase and Sale of Stepeak .  Subject to the terms and conditions of this Agreement, Zhou hereby covenants and agrees to sell, assign and transfer to Amico and Amico hereby covenants and agrees to purchase from Zhou the Stepeak Interest.

 

2.3  Consideration .  As consideration for the sale of the Vodafun Interest by Amico to Zhou, Zhou shall sell the Stepeak Interest to Amico and the Shareholders shall cancel the Shareholders’s Shares.

 

2.4  Closing Date.   The Closing will take place, subject to the terms and conditions of this Agreement, on the Closing Date.

 

3.   REPRESENTATIONS AND WARRANTIES OF AMICO

 

As of the Closing, Amico represents and warrants to Zhou, and acknowledges that Zhou is relying upon such representations and warranties, in connection with the execution, delivery and performance of this Agreement, notwithstanding any investigation made by or on behalf of Zhou, as follows:

 

3.1  Organization and Good Standing .  Vodafun is a company duly organized, validly existing and in good standing under the laws of the British Virgin Islands and has the requisite corporate power and authority to own, lease and to carry on its business as now being conducted.  Vodafun is duly qualified to do business and is in good standing as a foreign corporation in each of the jurisdictions in which Vodafun owns property, leases property, does business, or is otherwise required to do so, where the failure to be so qualified would have a material adverse effect on the business of Vodafun taken as a whole.

 

3.2  Authority .  Subject to Section 3.3, Amico has all requisite corporate power and authority to execute and deliver this Agreement and any other document contemplated by this Agreement (collectively, the “ Vodafun Documents ”) to be signed by Amico and to perform its obligations hereunder and to consummate the transactions contemplated hereby.  The execution and delivery of each of the Vodafun Documents by Amico and the consummation of the transactions contemplated hereby have been duly authorized by Amico’s board of directors. This Agreement has been, and the other Vodafun Documents when executed and delivered by Amico as contemplated by this Agreement will be, duly executed and delivered by Amico and this Agreement is, and the other Vodafun Documents when executed and delivered by Amico as contemplated hereby will be, valid and binding obligations of Amico enforceable in accordance with their respective terms except:

 

(a)  

as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally;

 

(b)  

as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies; and

 

(c)  

as limited by public policy.

 

3.3  Shareholders Approval .  Amico is required to secure approval from holders of a simple majority of its common stock in order to close the Transactions and sell the Vodafun Interest to Zhou.  If Amico can secure the necessary Shareholders approval, Amico is required to file an Information Statement on Schedule 14C in accordance with rule 14c-2 and wait the prescribed number of days before it may close the Transactions.

 

3.4  Capitalization of Vodafun .  The entire issued and outstanding capital interest in Vodafun is one hundred (100) common shares (the “Vodafun Shares”).  The Vodafun Shares have been duly authorized, validly issued, not issued in violation of any pre-emptive rights and are fully paid and non-assessable, are not subject to pre-emptive rights and was issued in full compliance with the laws of the British Virgin Islands.  There are no outstanding options, warrants, subscriptions, conversion rights, or other rights, agreements, or commitments obligating Vodafun to issue any additional Vodafun Shares, or any other securities convertible into, exchangeable for, or evidencing the right to subscribe for or acquire from Vodafun any Vodafun Shares of Vodafun.  There are no agreements purporting to restrict the transfer of the Vodafun Shares.

 

3.5  Interest Holder of Vodafun.   As of the Closing Date, Amico is the only interest holder in Vodafun by virtue of the ownership of the Vodafun Shares.

 

 

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3.6  Corporate Records of Vodafun .  The corporate records of Vodafun, as required to be maintained by it pursuant to all applicable laws, are accurate, complete and current in all material respects, and the minute book of Vodafun is, in all material respects, correct and contains all records required by all applicable laws, as applicable, in regards to all proceedings, consents, actions and meetings of the shareholders and the managers of Vodafun.

 

3.7  Non-Contravention .  Neither the execution, delivery and performance of this Agreement, nor the consummation of the Transaction, will:

 

(a)  

conflict with, result in a violation of, cause a default under (with or without notice, lapse of time or both) or give rise to a right of termination, amendment, cancellation or acceleration of any obligation contained in or the loss of any material benefit under, or result in the creation of any lien, security interest, charge or encumbrance upon any of the material properties or assets of Vodafun or any of its subsidiaries under any term, condition or provision of any loan or credit agreement, note, debenture, bond, mortgage, indenture, lease or other agreement, instrument, permit, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Vodafun or any of its subsidiaries, or any of their respective material property or assets;

 

(b)  

violate any provision of the Articles, Bylaws or any other constating documents of Amico or Vodafun, any of their respective subsidiaries or any applicable laws; or

 

(c)  

violate any order, writ, injunction, decree, statute, rule, or regulation of any court or governmental or regulatory authority applicable to Amico or Vodafun, any of their respective subsidiaries or any of their respective material property or assets.

 

3.8  Actions and Proceedings .  To the best knowledge of Amico, there is no basis for and there is no action, suit, judgment, claim, demand or proceeding outstanding or pending, or threatened against or affecting Vodafun or which involves any of the business, or the properties or assets of Vodafun that, if adversely resolved or determined, would have a material adverse effect on the business, operations, assets, properties, prospects, or conditions of Vodafun taken as a whole (a “ Vodafun Material Adverse Effect ”).  There is no reasonable basis for any claim or action that, based upon the likelihood of its being asserted and its success if asserted, would have such a Vodafun Material Adverse Effect.

 

3.9  Compliance . As of the date hereof:

 

(a)  

to the best knowledge of Amico, Vodafun is in compliance with, is not in default or violation in any material respect under, and has not been charged with or received any notice at any time of any material violation of any statute, law, ordinance, regulation, rule, decree or other applicable regulation to the business or operations of Vodafun;

 

(b)  

to the best knowledge of Amico, Vodafun is not subject to any judgment, order or decree entered in any lawsuit or proceeding applicable to its business and operations that would constitute a Vodafun Material Adverse Effect;

 

(c)  

Vodafun has duly filed all reports and returns required to be filed by it with governmental authorities and has obtained all governmental permits and other governmental consents, except as may be required after the execution of this Agreement.  All of such permits and consents are in full force and effect, and no proceedings for the suspension or cancellation of any of them, and no investigation relating to any of them, is pending or to the best knowledge of Amico, threatened, and none of them will be adversely affected by the consummation of the Transaction; and

 

(d)  

Vodafun has operated in material compliance with all laws, rules, statutes, ordinances, orders and regulations applicable to its business.  Vodafun has not received any notice of any violation thereof, nor is Amico aware of any valid basis therefore.

 

3.10  Filings, Consents and Approvals .  No filing or registration with, no notice to and no permit, authorization, consent, or approval of any public or governmental body or authority or other person or entity is necessary for the consummation by Amico of the Transaction contemplated by this Agreement or to enable Zhou to continue to conduct Vodafun’s business after the Closing Date in a manner which is consistent with that in which the business is presently conducted.

 

3.11  Financial Representations .  The audited balance sheets for Vodafun for the fiscal year ended August 31, 2010 plus any unaudited balance sheets for Vodafun for May 31, 2011 (the “ Vodafun Accounting Date ”), together with related statements of income, cash flows, and changes in shareholders’s equity for such fiscal years and interim period then ended May 31, 2011 (collectively, the “ Vodafun Financial Statements ”) to be supplied by Amico to Zhou on or before the Closing Date:

 

(a)  

are in accordance with the books and records of Vodafun;

 

(b)  

present fairly the financial condition of Vodafun as of the respective dates indicated and the results of operations for such periods; and

 

(c)  

have been prepared in accordance with US GAAP.

 

Vodafun has not received any advice or notification from its independent certified public accountants that Vodafun has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Vodafun Financial Statements or the books and records of Vodafun, any properties, assets, liabilities, revenues or expenses.  The


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