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): March 14, 2005
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Gaming & Entertainment Group, Inc.
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(Exact name of registrant as specified in its charter)
Utah 000-28399 59-1643698
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
6757 Spencer St., Las Vegas, NV 89119
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (702) 407-2471
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Not Applicable
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(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 (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))
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SECTION 1 -- REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On March 14, 2005, Gaming & Entertainment Group, Inc. (the "Company"),
entered into an Asset Purchase Agreement (the "Agreement") with Absolute Game,
Ltd. ("Absolute"), pursuant to which the Company has agreed to purchase all of
the assets of Absolute as detailed in Exhibit A to the Agreement. Specifically,
the Company has purchased images, components, renderings, casinos, scenes,
chips, buttons, reel strips, tables, cards, sounds, music, animations, and 2D &
3D models of games, including all game mathematical calculations relating
thereto (collectively, the "Assets") developed by Absolute from its inception.
In consideration for the Assets, the Company has agreed to pay cash and
issue securities to Absolute as follows: (i) cash, in the amount of US$50,000 at
closing, US$50,000 on the first anniversary of closing, and US$50,000 on the
second anniversary of closing; provided, however, the final two (2) cash
payments are contingent upon the Chief Executive Officer of Absolute, Peter
Bengtsson, providing consulting services to the Company through the dates on
which such payments are to be made; and (ii) securities, in the form of (a)
250,000 shares of common stock, and (b) a warrant to purchase 500,000 shares of
common stock, exercisable at a price of $0.40 per share for a period of three
(3) years.
The Company did not assume any of the liabilities of Absolute.
In addition to the foregoing, the Company entered into a consulting
agreement (the "Consulting Agreement") with Peter Bengtsson, the Chief Executive
Officer of Absolute. The Consulting Agreement is effective for a period of two
(2) years and includes Mr. Bengtsson and one (1) additional game
developer/graphics artist. Collectively, Mr. Bengtsson and the third party will
be paid US$12,000 per month.
SECTION 3 -- SECURITIES AND TRADING MARKETS
ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In conjunction with the Agreement, the Company issued 250,000 shares of
common stock to Peter Bengtsson and a warrant to purchase 500,000 shares of
common stock, exercisable at $0.40 per share for a period of three (3) years.
The foregoing securities issuances have been made in reliance upon the exemption
from securities registration provided by Section 4(2) of the Securities Act of
1933, as amended, and Regulation S promulgated thereunder.
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SECTION 9 -- FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of businesses acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
Exhibit 10.1 Asset Purchase Agreement by and between Gaming &
Entertainment Group, Inc. and Absolute Game, Ltd.
dated March 14, 2005.
Exhibit 10.2 Consulting Agreement by and between Gaming &
Entertainment Group, Inc. and Peter Bengtsson dated
March 14, 2005.
Exhibit 10.3 Common Stock Purchase Warrant issued in favor of
Peter Bengtsson dated March 14, 2005.
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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.
GAMING & ENTERTAINMENT GROUP, INC.
(Registrant)
Date: March 18, 2005
By: /s/ Gregory L. Hrncir
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Gregory L. Hrncir
Its: President
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EXHIBIT INDEX
Exhibit No. Description
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10.1 Asset Purchase Agreement by and between Gaming &
Entertainment Group, Inc. and Absolute Game, Ltd. dated
March 14, 2005.
10.2 Consulting Agreement by and between Gaming &
Entertainment Group, Inc. and Peter Bengtsson dated March
14, 2005.
10.3 Common Stock Purchase Warrant issued in favor of Peter
Bengtsson dated March 14, 2005.
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