-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VRis+xTm5wMUU2J9Tw1iAz6ycKWsyxMuSarVf3JL3OTcMPwuUiEIeOcHLvDBJQnE Q2+7HF+lHM2S/m81k7CQ1Q== 0001144204-05-014402.txt : 20050509 0001144204-05-014402.hdr.sgml : 20050509 20050509124223 ACCESSION NUMBER: 0001144204-05-014402 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050509 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050509 DATE AS OF CHANGE: 20050509 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGU Entertainment Corp. CENTRAL INDEX KEY: 0001168932 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISCELLANEOUS BUSINESS SERVICES [7380] IRS NUMBER: 841557072 STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-86244 FILM NUMBER: 05810531 BUSINESS ADDRESS: STREET 1: 11077 BISCAYNE BLVD STREET 2: SUITE 100 CITY: MIAMI STATE: FL ZIP: 33161 BUSINESS PHONE: 305-899-6100 MAIL ADDRESS: STREET 1: 11077 BISCAYNE BLVD STREET 2: SUITE 100 CITY: MIAMI STATE: FL ZIP: 33161 FORMER COMPANY: FORMER CONFORMED NAME: LEXINGTON BARRON TECHNOLOGIES INC DATE OF NAME CHANGE: 20020312 8-K 1 v017710.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): May 9, 2005 ------------- AGU Entertainment Corp. - -------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation) 005-79752 84-1557072 - -------------------------------------------------------------------------------- (Commission File Number) (IRS Employer Identification No.) 3200 West Oakland Park Blvd., Lauderdale Lakes, Florida 33311 - -------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) (954) 714-8100 - -------------------------------------------------------------------------------- (Registrant's Telephone Number, Including Area Code) 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 (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)) Forward-Looking Statements This document may include a number of "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management's current views with respect to future events and financial performance and include statements regarding management's intent, belief or current expectations, which are based upon assumptions about future conditions that may prove to be inaccurate. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risk and uncertainties, and that as a result, actual results may differ materially from those contemplated by such forward-looking statements. Such risks include, among other things, the volatile and competitive markets in which we operate, our limited operating history, our limited financial resources, our ability to manage our growth and the lack of an established trading market for our securities. When considering forward-looking statements, readers are urged to carefully review and consider the various disclosures, including risk factors and their cautionary statements, made by us in this document and in our reports filed with the Securities and Exchange Commission. Item 8.01 Other Events. On May 9, 2005, AGU Entertainment Corp. (the "Company") issued a press release announcing that the National Association of Securities Dealers, Inc. had approved the quotation of the Company's common stock on the Over-The-Counter Bulletin Board. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. 99.1 Press release dated May 9, 2005. 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: May 9, 2005 AGU ENTERTAINMENT CORP. By:/s/ John W. Poling ----------------------------- Name: John W. Poling Title:Chief Financial Officer EX-99.1 2 v017710_ex99-1.txt Contacts: Evan Smith, CFA / Erica Pettit Financial Dynamics 212-850-5606 / 212-850-5614 esmith@fd-us.com / epettit@fd-us.com AgU Entertainment Corp. To Begin Being Quoted on OTC Bulletin Board Under the symbol AGUE LAUDERDALE LAKES, Fla. - May 9, 2005 - AgU Entertainment Corp. (OTCBB:AGUE) ("AgU"), an emerging entertainment company and parent company of The Tube Music Network, Inc. ("The Tube"), announced today that it has received approval from the National Association of Securities Dealers, Inc. to begin quotation of its common stock on the Over-the-Counter Bulletin Board under the symbol AGUE. No date has been determined as to when the company's common stock will begin being quoted. The Company is actively seeking market makers in order to begin quotation of its common stock. "Our quotation on the Over The Counter Bulletin Board is a key milestone in the company's long-term growth strategy. We believe this will provide increased access to capital for AgU and greater liquidity for our stockholders as we work to build a leading entertainment company," said John W. Poling, Chief Financial Officer of AgU. The company realized another significant achievement recently involving its wholly-owned subsidiary, The Tube Music Network, Inc. The 24 hour music video network entered into a distribution agreement with leading broadcast group Raycom Media, Inc. that will enable it to achieve penetration in 29 markets, representing 10 percent of U.S. television households. About AgU Entertainment Corp. AgU is an emerging entertainment company with three core businesses: The Tube Music Network, Inc., AgU Music, Inc. and AgU Studios, Inc. The Tube is the only all-music channel on television. The Tube broadcasts advertiser-supported promotional programming derived from music videos and DVD material. Designed to appeal to the economically powerful 18 to 49 age group, proposed direct sales and e-commerce components will enable the audience to purchase the music they see and hear immediately by telephone or via the Internet. AgU Music, Inc. is a record company engaged in the release of recorded music albums through artist signings and acquisitions. AgU Studios, Inc., when completely developed and fully operational, will be a comprehensive media center that will offer film, television and music production facilities as well as executive office space for the Company's operations and other entertainment and commercial organizations. Forward-Looking Statements This press release may include a number of "forward-looking statements" as that term is defined in Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements reflect management's current views with respect to future events and financial performance and include statements regarding management's intent, belief or current expectations, which are based upon assumptions about future conditions that may prove to be inaccurate. Prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance, involve risk and uncertainties, and that as a result, actual results may differ materially from those contemplated by such forward-looking statements. Such risks include, among other things, the volatile and competitive markets in which we operate, our limited operating history, our limited financial resources, our ability to manage our growth and the lack of an established trading market for our securities. When considering forward-looking statements, readers are urged to carefully review and consider the various disclosures, including risk factors and their cautionary statements, made by us in our reports filed with the Securities and Exchange Commission. # # # -----END PRIVACY-ENHANCED MESSAGE-----