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) June 9, 2005

ANGELCITI ENTERTAINMENT, INC.

(Exact name of registrant as specified in its charter)

Nevada	000-30213	52-2043569
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

9000 SHERIDAN STREET, SUITE 7, PEMBROKE PINES, FL 33024

(Address of Principal Executive Office) (Zip Code)

800-908-9574

(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:

¨

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 OPERATIONS

Item 1.01

Entry into a Material Definitive Agreement

On June 9, 2005, AngelCiti Entertainment, Inc. (”AngelCiti”) entered into an Acquisition

Agreement with VT Enterprises, Ltd. to immediately acquire a 10% interest in Carib Gaming

(“Carib”), a land based gaming operator located on the Turks & Caicos Islands, with an obligation

to purchase an additional 65% of Carib and an option to purchase the remaining 25% of Carib

subject to certain milestones. A copy of that Agreement is attached hereto as an Exhibit.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01

Financial Statements and Exhibits

(c) Exhibits

Exhibit No.	Description
1.01	Acquisition Agreement

2

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.

ANGELCITI ENTERTAINMENT, INC.
By:	/s/ GEORGE GUTIERREZ
	George Gutierrez President

Date: June 13, 2005

3

INDEX TO EXHIBITS

Exhibit No.	Description
1.01	Acquisition Agreement

EX-1.01

Exhibit 1.01

ACQUISITION AGREEMENT

THIS ACQUISITION AGREEMENT (the "Agreement"), made and entered into as of this 9^th day of June, 2005, by and between AngelCiti Entertainment, Inc., a Nevada corporation (”Angel”), VT Enterprises, Inc. (“VT”) a Turks and Caicos corporation and Carib Gaming, a Turks & Caicos corporation (hereinafter "CARIB" and collectively with VT and ANGEL, the “Parties”).

WHEREAS, ANGEL, is a company actively engaged in the licensing of online gaming software through its wholly owned subsidiary Worldwide Management, SA, a Costa Rica corporation and is publicly traded on the OTCBB under the ticker symbol AGCI; and

WHEREAS, CARIB is a profitable land-based gaming operator, licensed and operating in the Turks and Caicos Islands; and

WHEREAS, the Carib and Angel have entered into that certain Joint Venture Agreement dated on or about January 15, 2005; and

WHEREAS, the Parties desire to terminate the Joint Venture Agreement and replace it in its entirety with this Acquisition Agreement.

NOW THEREFORE, for due and valid consideration, the amount and sufficiency of which is hereby acknowledged, the Parties hereby agree as follows:

1.

The Joint Venture Agreement is hereby terminated.

2.

Angel will purchase 75% of the outstanding stock in Carib from VT for $4.65 million.

3.

Angel will pay $100,000 for Carib as of this date and will execute a Promissory Note in the amount of $520,000 at an interest rate of 10% payable monthly (a copy of which Promissory Note is attached hereto) to acquire a 10% stake in Carib from VT.

4.

Angel agrees to purchase the remaining 65% interest in Carib from JT and RO on or before November 15, 2005.

5.

Angel will additionally have an option to purchase the remaining 25% of Carib from VT for $1.705 million on or before September 1, 2006.

6.

If AngelCiti is unable to close on the purchase of the remaining 65% of Carib on or before November 15, 2005, then VT shall have the right to re-purchase the 10% of Carib purchased by Angel for $575,000.

7.

VT and Carib’s management team will stay on to manage Carib for a period of at least 12 months and at a fee of $8,000 per month, plus reasonable and necessary expenses.

8.

VT and Carib’s management team will ensure that the books and records of Carib are promptly and timely provided to the accountants of AngelCiti to ensure in form and in a manner that enables Angel to timely include such information in Angel’s public reporting documentation such as 10Qs, 10Ks and 8Ks, among others, that are required to be filed by Angel as a publicly reporting company.

9.

Angel will implement a Stock Option Plan and will issue options to purchase 150,000 shares of AngelCiti stock to employees of Carib (in such amounts as directed by Carib’s management team), at a purchase price equal to 50% of the bid price of the stock on the date that AngelCiti acquires 75% of the shares of Carib.

10.

Validity. In the event that any provision of this Agreement shall be held to be invalid, the same shall not affect in any respect whatsoever the validity of the remainder of this Agreement.

11.

Integrated Agreement. This Agreement constitutes the entire understanding and agreement among the parties hereto with respect to the subject matter hereof, and there are no agreements, understandings, restrictions or warranties among the parties other than those set forth herein provided for.

12.

Headings. The headings, titles and subtitles used in this Agreement are for ease of reference only and shall not control or affect the meaning or construction of any provision hereof.

13.

Applicable Law and Venue. This Agreement shall be construed and enforced under the laws of the Turks and Caicos.

14.

Other Instruments. The parties hereto covenant and agree that they will execute each such other and further instruments and documents as are or may become reasonably necessary or convenient to effectuate and carry out the purposes of this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. Signed, sealed and delivered in the presence of:

AngelCiti Entertainment, Inc.

a Nevada corporation

___________________________

George Gutierrez, President

Carib Gaming, Inc.

a Turks and Caicos corporation

By:___________________________

Name:

Title:

VT Enterprises, Inc.

a Turks and Caicos corporation

By:___________________________

Name:

Title: