0001415408-12-000056.txt : 20120402 0001415408-12-000056.hdr.sgml : 20120402 20120402134300 ACCESSION NUMBER: 0001415408-12-000056 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20120327 ITEM INFORMATION: Termination of a Material Definitive Agreement FILED AS OF DATE: 20120402 DATE AS OF CHANGE: 20120402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMICO GAMES CORP. CENTRAL INDEX KEY: 0001435772 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 980579264 STATE OF INCORPORATION: NV FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-53711 FILM NUMBER: 12732351 BUSINESS ADDRESS: STREET 1: 246 HORSHAM AVENUE CITY: NORTH YORK STATE: A6 ZIP: M2N 2A6 BUSINESS PHONE: 888-512-9124 MAIL ADDRESS: STREET 1: 246 HORSHAM AVENUE CITY: NORTH YORK STATE: A6 ZIP: M2N 2A6 FORMER COMPANY: FORMER CONFORMED NAME: Destiny Minerals Inc. DATE OF NAME CHANGE: 20080522 8-K 1 amico-8k.htm FORM 8-K amico-8k.htm
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 27, 2012
 
AMICO GAMES CORP.
(Exact name of registrant as specified in its charter)
 
Nevada
  
000-53711
  
98-0579264
(State or other jurisdiction of incorporation)
  
(Commission File Number)
  
(IRS Employer Identification No.)
 
2nd 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
 
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:
 
 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 1.02
Termination of a Material Definitive Agreement
 
On March 27, 2012 Vodafun Limited, the wholly owned subsidiary of Amico Games Corp. (“we”, “us”, “our”) terminated a number of agreements with Galaxy Software (Guangzhou) Limited which terminated our VIE relationship with Galaxy.  Vodafun had 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.
 
In September of 2011, an internal report was cited, reportedly produced by the China Securities Regulatory Commission (“CSRC”), which asked China’s State Council, or the cabinet of the PRC, to take action against VIE structures. The report describes VIE structures as a “threat”.  Our management believes that the PRC government has expressed increasing concern over foreign investors gaining substantial control over strategically important PRC companies without any governmental approval.  Our management believes that it is in the best interest of our company to terminate the VIE with Galaxy and search out a new acquisition target which we can acquire as a wholly owned subsidiary.  We cannot do this with Galaxy as telecommunication services are protected from foreign ownership under Chinese law.

Consequently, we have decided to terminate the Consulting Services Agreement, Equity Pledge Agreement, Business Operating Agreement, Exclusive Option Agreement and the Voting Rights Proxy Agreement we entered into with Galaxy on April 15, 2009.
 
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.

AMICO GAMES CORP.
 
/s/ Carter Jun Ho
Carter Jun Ho
President, Chief Executive Officer and Director
Date:
April 2, 2012