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)
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Nevada
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000-53711
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98-0579264
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(State or
other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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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.
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AMICO GAMES
CORP.
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/s/ Carter
Jun Ho
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Carter Jun
Ho
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President,
Chief Executive Officer and Director
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Date:
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November 10,
2011
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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:
1
1.
DEFINITIONS
1.1
Definitions
. In
this Agreement, the following terms shall have the following
meanings, unless the context indicates otherwise:
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(a)
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“
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;
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(b)
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“
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;
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(c)
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“
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 ;
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(d)
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“
Closing Documents ” shall mean the papers, instruments
and documents required to be executed and delivered at the Closing
pursuant to this Agreement;
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(e)
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“
Exchange Act ” shall mean the United States Securities
Exchange Act of 1934, as amended;
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(f)
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“ US
GAAP ” shall mean United States generally accepted
accounting principles applied in a manner consistent with prior
periods;
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(g)
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“
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;
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(h)
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“
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;
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(i)
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“
SEC ” shall mean the United States Securities and
Exchange Commission;
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(j)
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“
Securities Act ” shall mean the United States
Securities Act of 1933, as amended;
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(k)
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“Stepeak
Interest” shall mean the
100% capital interest of Stepeak held by Zhou;
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(l)
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“
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
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(m)
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“
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.
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(n)
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“
Vodafun Interest” shall mean the 100% capital interest
of Vodafun held by Amico;
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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:
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(a)
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as
limited by applicable bankruptcy, insolvency, reorganization,
moratorium and other laws of general application affecting
enforcement of creditors’ rights generally;
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(b)
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as
limited by laws relating to the availability of specific
performance, injunctive relief or other equitable remedies;
and
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(c)
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as
limited by public policy.
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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:
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(a)
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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;
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(b)
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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
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(c)
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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.
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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:
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(a)
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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;
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(b)
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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;
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(c)
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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
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(d)
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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.
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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:
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(a)
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are
in accordance with the books and records of Vodafun;
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(b)
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present fairly
the financial condition of Vodafun as of the respective dates
indicated and the results of operations for such periods;
and
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(c)
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have been
prepared in accordance with US GAAP.
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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