UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 15, 2006
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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.)
6754 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))
SECTION 1 -- REGISTRANT'S BUSINESS AND OEPRATIONS
Item 1.01. Termination of a Material Definitive Agreement
On February 15, 2006, the following agreements were terminated in
conjunction with the Asset Purchase Agreement by and between Gaming &
Entertainment Group, Inc., and its wholly-owned subsidiary Gaming &
Entertainment Technology Pty Limited (collectively, the "Company"), on the one
hand, and Cantor G&W (Nevada), L.P. ("Cantor"), on the other hand: (i) the Loan
Facility and Investment Agreement between the Company and Cantor, (ii) the
Amended and Restated Software Development and License Agreement between the
Company and Cantor (the "License Agreement"), and (iii) the Consulting Agreement
by and between the Company and Peter Bengtsson.
SECTION 2 -- FINANCIAL INFORMATION
Item 2.01. Completion of Acquisition or Disposition of Assets.
On February 15, 2006, Gaming & Entertainment Group, Inc., and its
wholly-owned subsidiary Gaming & Entertainment Technology Pty Limited
(collectively, the "Company") entered into an Asset Purchase Agreement (the
"Agreement") with Cantor G&W (Nevada), L.P. ("Cantor").
Pursuant to the terms of the Agreement, Cantor paid the Company $500,000
in consideration for certain assets, including (i) the source and object code
relating to the software previously licensed by Cantor pursuant to the License
Agreement, including all intellectual property rights thereto, and all related
documentation, (ii) all graphics relating to the source code for all Internet
casino developed previously by the Company, excluding certain graphics owned by
third parties and (iii) various hardware consisting of computer servers,
personal computers and other computer equipment.
The terms of the Agreement also include (I) the termination of the Amended
and Restated Software Development and License Agreement between the Company and
Cantor, (II) the termination of the Loan Facility and Investment Agreement
between the Company and Cantor, (III) an amendment to the Senior Secured
Convertible Note issued in favor of Cantor which (A) provides for the
forgiveness, on an annual basis during the period the Senior Secured Convertible
Note remains outstanding, of outstanding principal and accrued interest under
the Senior Secured Convertible Note in an amount equal to the royalties that
would have been payable to the Company relating to the Cantor Casino and all
future "white-label" Internet casino clients of Cantor had the License Agreement
not been terminated, (B) amends paragraph 5(b) of the Senior Secured Convertible
Note relating to a "change of control" of the Company, which requires, among
other things, that Cantor may require immediate repayment of the Senior Secured
Convertible Note, in the event a "person" or "group" (as such terms are used in
Section 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended)
becomes the beneficial owner, directly or indirectly, of 51% of the voting
common stock of the Company (i) through acquisition of common stock of the
Company, (ii) as a result of a merger or consolidation involving the Company, or
(iii) as a result of the sale of all or substantially all of the assets of the
Company, and (C) allows for prepayments of the outstanding principal and accrued
interest under the Senior Secured Convertible Note, (IV) an amendment to the
Security Agreement between the Company and Cantor which provides that Cantor's
security interest in the assets of the Company shall be subordinated with
respect to any collateral acquired by the Company with the proceeds of any debt
or equity issuances, (V) an amendment to the common stock purchase warrant (the
"Equity Warrant") issued in favor of Cantor to reduce the number of shares,
exercisable thereunder at a price of $0.60 per share, from 8,000,000 shares of
common stock to 2,000,000 shares of common stock, and (VI) the termination of
the Option Agreement and Irrevocable Proxy, issued in favor of Cantor by six (6)
parties including Tibor N. Vertes and Gregory L. Hrncir, the Chief Executive
Officer and President of the Company, respectively, relating to 7,500,000 shares
of issued and outstanding common stock of the Company.
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In conjunction with the Agreement, all further obligations of the Company
pursuant to its Asset Purchase Agreement with Absolute Game Ltd. have been
terminated, which includes the cancellation of the remaining $100,000 due
Absolute Game, Ltd. thereunder, and the Consulting Agreement, which includes the
cancellation of $156,000 in consulting fees under such agreement.
SECTION 5 -- CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
On February 15, 2006, Kevin J. Burman, Chief Operating Officer of the
Company and a director of each of its wholly-owned subsidiaries, resigned from
all of the above positions. Mr. Burman accepted employment with Cantor as its
Chief Development Officer. The foregoing was mutually agreed upon by Mr. Burman,
the Company and Cantor. Mr. Burman's resignation did not involve any
disagreement with the Company, its officers or directors.
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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 10.4 Asset Purchase Agreement by and between Gaming and
Entertainment Group, Inc., Gaming & Entertainment
Technology Pty Limited and Cantor G&W (Nevada), L.P.
dated February 15, 2006
Exhibit 10.5 Amendment No. 1 to Senior Secured Note issued in
favor of Cantor G&W (Nevada), L.P. dated February
15, 2006
Exhibit 10.6 Amendment No. 1 to Security Agreement by and between
Gaming and Entertainment Group, Inc., Gaming &
Entertainment Technology Pty Limited and Cantor G&W
(Nevada), L.P. dated February 15, 2006
Exhibit 10.7 Amended and Restated Equity Warrant issued in favor
of Cantor G&W (Nevada), L.P. dated February 15, 2006
Exhibit 10.8 Bill of Sale by and between Gaming and Entertainment
Group, Inc., Gaming & Entertainment Technology Pty
Limited and Cantor G&W (Nevada), L.P. dated February
15, 2006
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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: February 21, 2006
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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10.4 Asset Purchase Agreement by and between Gaming and Entertainment
Group, Inc., Gaming & Entertainment Technology Pty Limited and
Cantor G&W (Nevada), L.P. dated February 15, 2006
10.5 Amendment No. 1 to Senior Secured Note issued in favor of Cantor
G&W (Nevada), L.P. dated February 15, 2006
10.6 Amendment No. 1 to Security Agreement by and between Gaming and
Entertainment Group, Inc., Gaming & Entertainment Technology Pty
Limited and Cantor G&W (Nevada), L.P. dated February 15, 2006
10.7 Amended and Restated Equity Warrant issued in favor of Cantor G&W
(Nevada), L.P. dated February 15, 2006
10.8 Bill of Sale by and between Gaming and Entertainment Group, Inc.,
Gaming & Entertainment Technology Pty Limited and Cantor G&W
(Nevada), L.P. dated February 15, 2006
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