8-K

                                  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):          August 18, 2004
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                             AGU ENTERTAINMENT CORP.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Colorado
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                 (State or Other Jurisdiction of Incorporation)

            005-79752                                     84-1557072
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    (Commission File Number)                   (IRS Employer Identification No.)


  11077 Biscayne Blvd., Suite 100, Miami, Florida                      33161
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  (Address of Principal Executive Offices)                           (Zip Code)

                                 (305) 899-6100
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              (Registrant's Telephone Number, Including Area Code)

                                       N/A
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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):

     |_| 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))




ITEM 5.05 AMENDMENTS  TO THE  REGISTRANT'S  CODE OF  ETHICS,  OR  WAIVER  OF A
          PROVISION OF THE CODE OF ETHICS.

      On August 18, 2004, the Company's Board of Directors approved and adopted
a Code of Ethics for Senior Financial Officers (the "Code") which is intended,
among other things, to satisfy the requirements of the code of ethics definition
enumerated in Item 406(b) of Regulation S-B. The Code applies to the Company's
principal executive officer, principal financial officer and principal
accounting officer and, with respect to such officers and the subject matter
thereof, supersedes the Company's previously adopted Code of Conduct. The Code
promotes (i) honest and ethical conduct, (ii) full, fair, accurate, timely and
understandable disclosure in the Company's filings with the Securities and
Exchange Commission and in other public communications, (iii) compliance with
applicable governmental laws, rules and regulations; (iv) prompt internal
reporting of violations of the Code; and (v) accountability for adherence to the
Code.

      The Code is attached to this Current Report on Form 8-K as Exhibit 14, and
is available without charge upon written request directed to AGU Entertainment
Corp., 11077 Biscayne Boulevard, Suite 100, Miami, Florida 33161, Attention:
Secretary.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

      (a)   Financial statements of business acquired.

            Not applicable.

      (b)   Pro forma financial information.

            Not applicable.

      (c)   Exhibits.

            The following exhibit is filed with this current report on Form 8-K:

               EXHIBIT          DESCRIPTION
               -------          --------------------------------------------
                 14             Code of Ethics for Senior Financial Officers





                                   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.


Dated:  August 23, 2004                       AGU ENTERTAINMENT CORP.


                                              By:   /s/ DAVID C. LEVY
                                                --------------------------------
                                                Name:   David C. Levy
                                                Title:  President

EX-14

                                                                      EXHIBIT 14

                             AGU ENTERTAINMENT CORP.

                  CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS

I.   INTRODUCTION

      This Code of Ethics for Senior Financial Officers (the "Code") applies to
      Senior Financial Officers of AGU Entertainment Corp. and its subsidiaries
      (collectively, the "Company"). The term "Senior Financial Officer", as
      used in this Code, means the Company's Chief Executive Officer (i.e., the
      principal executive officer), Chief Financial Officer (i.e., the principal
      financial officer), Principal Accounting Officer, Controller and any other
      person performing similar functions.

      While this Code provides general guidance for appropriate conduct and
      avoidance of conflicts of interest, it does not supersede specific
      policies that are set forth in other Company policy statements.

      The purpose of this Code is to provide guidance to the Company's Senior
      Financial Officers with regard to and to promote the following:

      o     honest and ethical conduct, including the ethical handling of actual
            or apparent conflicts of interest between personal and professional
            relationships;

      o     full, fair, accurate, timely and understandable disclosure in
            reports and documents that the Company files with, or submits to,
            the Securities and Exchange Commission (the "SEC") and in other
            public communications made by the Company;

      o     compliance with applicable governmental laws, rules and regulations;

      o     prompt internal reporting to an appropriate person or persons
            identified in the Code of violations of the Code; and

      o     accountability for adherence to the Code.

      Each day, you are faced with making decisions that will affect the
      Company's business. You are obligated to comply with the Code guidelines
      and should avoid even the appearance of unethical or unprofessional
      behavior. To that end, you should seek advice from the Company's
      Compliance Officer when faced with a situation that may violate or give
      the appearance of violating the Code, Company policies, laws, rules or
      regulations.

II.  HONEST AND ETHICAL CONDUCT

      The Company expects and requires ethical behavior from Senior Financial
      Officers. You are expected to act in the best interests of the Company.
      Further, you must engage in and promote honest and ethical conduct,
      including handling actual or apparent conflicts of interest in an ethical
      manner, and act with honesty and integrity.







III. CONFLICTS OF INTEREST

      A conflict of interest exists when your personal interests interfere with,
      or give the appearance of interfering with, the interests of the Company.
      In the best interests of the Company, you must avoid actual or apparent
      conflicts between your personal interests and those of the Company,
      including gaining improper personal benefits as a result of your position.
      In addition, you should not use corporate assets or information for your
      personal gain.

      Conflicts of interest may manifest themselves in many ways and may reach
      farther than just the person employed by the Company. In fact, many
      conflicts arise as a result of situations involving your relative.

IV.  ACCURACY OF REPORTING

      As a publicly traded Company, the Company is required to comply with
      federal and state laws and regulations with respect to accuracy in the
      information it reports to the SEC and communicates to the public. The
      Company's financial statements are relied upon both internally and
      externally by individuals making business or investment decisions.
      Accuracy and candor is critical to the financial health of the Company. As
      a result, Senior Financial Officers must act in good faith, responsibly,
      with due care and diligence in preparing the financial statements, reports
      and other documents filed or submitted to the SEC as well as other public
      communications made by the Company (collectively, "SEC Reports and Public
      Documents").

      As a Senior Financial Officer, you must help ensure that SEC Reports and
      Public Documents fairly disclose the Company's assets, liabilities and
      material transactions engaged in by the Company. You are responsible for
      the SEC Reports and Public Documents meeting the following requirements:

      o     SEC Reports and Public Documents must, in reasonable detail,
            accurately and fairly reflect the transactions engaged in by the
            Company and acquisitions and dispositions of the Company's assets;

      o     SEC Reports and Public Documents must not contain any untrue
            statement of material fact that would make the statements in the SEC
            Reports and Public Documents misleading;

      o     Financial reports must be prepared in accordance with, or reconciled
            to, Generally Accepted Accounting Principles and applicable SEC
            rules, including the SEC accounting rules; and

      o     SEC Reports and Public Documents must contain full, fair, accurate,
            timely and understandable disclosure.


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      If you become aware of inaccuracies contained in the SEC Reports and
      Public Documents, or material omissions from the SEC Reports and Public
      Documents, you are required to immediately report such inaccuracies or
      omissions to the Chairperson of the Company's Audit Committee pursuant to
      the procedure outlined in Section VI.

      Finally, you are required to respect the confidentiality of information
      acquired in the course of the performance of your responsibilities.

V.    COMPLIANCE WITH LAWS, RULES AND REGULATIONS

      The Company's continued and current success largely depends upon its
      reputation for engaging in its business in an ethical and legal manner.
      Therefore, Senior Financial Officers must comply with both the letter and
      spirit of federal, state and local laws, rules and regulations applicable
      to the Company's business.

VI.   RESPONSIBILITY FOR REPORTING

      The Company has established a reporting system that requires Senior
      Financial Officers to report violations of any of the policies set forth
      in this Code. THESE MANDATORY REPORTING OBLIGATIONS APPLY WHETHER OR NOT
      THE REPORTING PERSON WAS PERSONALLY INVOLVED IN THE ALLEGED VIOLATION OF
      THE POLICIES SET FORTH IN THIS CODE.

      Upon observing or learning of any violation of the policies set forth in
      this Code, Senior Financial Officers must report the same by writing a
      letter describing the suspected violation with as much detail as possible
      and sending the letter to the Chairperson of the Audit Committee,
      Confidential - Code of Ethics at: 11077 Biscayne Boulevard, Suite 100,
      Miami, Florida 33161.

      The Senior Financial Officer is required to sign the letter, unless such
      complaint relates to questionable accounting or auditing matters described
      below. The letter will be treated confidentially by the Company unless
      disclosure is required or deemed advisable by the Company in connection
      with any actual or potential governmental investigation or unless advised
      by the Company's outside counsel that disclosure would be in the interest
      of the Company. Anonymous letters will not normally be investigated,
      unless the correspondence concerns questionable accounting or auditing
      matters covered by the Company's Whistle-Blower Policy.

      The Company may elect not to investigate letters containing allegations of
      unspecified wrongdoing without verifiable evidentiary support. The report
      of an alleged violation of the Code must be factual, rather than
      speculative or conclusory, and must contain the following specific
      information to justify the commencement of an investigation: (i) the
      alleged event, including the date and location of such event, or issue
      that is the subject of the letter; (ii) the name of each person involved;
      and (iii) any additional information, documentation or other evidence
      available to support the reported violation.

      Once the Company receives notice of a suspected violation of this Code
      that complies with the foregoing requirements, the Company shall promptly
      begin an investigation. Such investigation shall be supervised by the
      Audit Committee. Once a violation is found to exist, the individual that
      violated the Code shall be subject to disciplinary action as described in
      Section VII of the Code.


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      The system of receipt, retention, and treatment of complaints regarding
      accounting, internal accounting controls or auditing matters that ensures
      the confidential and anonymous submission of employees' concerns regarding
      questionable accounting or auditing matters is covered by the separate
      Whistle-Blower Policy adopted by the Company. You can obtain a copy of
      such policy from the Company's Compliance Officer.

      The Company will not condone any form of retribution upon any Senior
      Financial Officer who uses the reporting system in good faith to report
      suspected wrongdoers, unless the individual reporting the violation is one
      of the violators. The Company will not tolerate any harassment or
      intimidation of any Senior Financial Officer using the reporting system.
      The Company will also exercise disciplinary action against any Senior
      Financial Officer who is found to have intimidated or harassed a person
      who has reported a suspected violation in good faith.

VII.  COMPLIANCE; ADMINISTRATION

      As a condition of employment and continued employment, each Senior
      Financial Officer must accept the responsibility of complying with the
      foregoing policies and acknowledge his or her receipt of the Code by
      executing the Acknowledgement attached hereto.

      Any Senior Financial Officer who knowingly and willfully violates any of
      these policies is subject to disciplinary action including but not limited
      to suspension or termination of employment, and such other action,
      including legal action, as the Company believes to be appropriate under
      the circumstances. The Audit Committee will make the determination as to
      penalties applicable to Senior Financial Officers for Code violations.

VIII. AMENDMENTS; WAIVER

      The Company reserves the right to amend, waive or alter the policies set
      forth in the Code at any time. Any amendment to the Code or waiver or
      implicit waiver of any provision of the Code requires the approval of a
      majority of the Company's non- management directors.

      Unless the SEC rules and regulations otherwise provide, amendments to and
      waivers of any provision of the Code must be promptly disclosed in
      accordance with SEC regulations, including an explanation of why the
      waiver or implicit waiver was granted. Unless the SEC rules and
      regulations otherwise provide, the term "waiver" means the Company's
      approval of a material departure from a provision of the Code; and the
      term "implicit waiver" means the Company's failure to take action within a
      reasonable period of time regarding a material departure from a provision
      of the Code that has been made known to the Company's executive officer.


Adopted:  August 18, 2004.


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                                 ACKNOWLEDGEMENT

I hereby acknowledge receipt of the Code of Ethics for Senior Financial Officers
(the "Code") of AGU Entertainment Corp. and its subsidiaries (collectively, the
"Company"). I have read the Code and understand and acknowledge that I may be
subject to disciplinary action including, but not limited to suspension,
termination of employment, or any other action, including legal action, by the
Company in the event of my violation of the Code.


Date:________________


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