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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
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
(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
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.
ASSET EXCHANGE AGREEMENT
THIS AGREEMENT is made effective as of the 8th day of November, 2011
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 ”)
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 ”)
The Undersigned Shareholders
(the “ Shareholders ”)
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 . In this Agreement, the following terms shall have the following meanings, unless the context indicates otherwise:
1.2 Currency . All references to currency in this Agreement are to United States Dollars unless expressly stated otherwise.
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:
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.
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:
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:
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:
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