8-K

                                  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):  April 14, 2005
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                             AGU Entertainment Corp.
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             (Exact Name of Registrant as Specified in Its Charter)

                                    Delaware
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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.)


  3200 West Oakland Park Blvd., Lauderdale Lakes, Florida        33311
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         (Address of Principal Executive Offices)              (Zip Code)

                                 (954) 714-8100
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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. 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 1.01         ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

           On April 14, 2005, AGU Entertainment Corp. (the "Company") and two of
its subsidiaries, The Tube Music Network, Inc. and AGU Music, Inc., entered into
a letter agreement with Mitchell Entertainment Company ("Mitchell"), a
securityholder of the Company, related to a $145,000 advance (the "Letter
Agreement"). The Company used these funds to make an escrow payment due under
the terms of a 6.5% promissory note described below.

           Under the terms of a 6.5% promissory note issued by the Company to
Lakes Holding Trust U/A (the "Trust") on December 22, 2004, the Company was
obligated to make a payment of $145,000 on March 20, 2005 to the Trust. The
Trust issued a demand letter in early April and subsequently verbally agreed to
extend the due date of the payment to April 15, 2005. The Company anticipates
receiving written documentation of the extension and any necessary waiver.

           Pursuant to the terms of the Letter Agreement, the Company agreed to
pay Mitchell, immediately upon the first monies it receives, the sum of
$145,000, plus interest at the default rate provided in the 10% secured
convertible term note issued to Mitchell on December 22, 2004 (the "Mitchell
Note"), attorney's fees in the amount of $3,500, and the amount necessary to
bring the past due interest payments on the Mitchell Note current. In addition,
the Letter Agreement provides for the issuance to Mitchell of warrants to
purchase an additional 50,000 shares of the Company's common stock at an
exercise price of $1.50 per share under the same terms and conditions as the
common stock purchase warrant previously issued to Mitchell.

           See our Current Report on Form 8-K filed with the Securities and
Exchange Commission on December 29, 2004 for additional information regarding
the 6.5% promissory note issued to the Trust, the Mitchell Note and the common
stock purchase warrant previously issued to Mitchell.




ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN
OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT.

           See the disclosure contained in Item 1.01 above.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES.

           See disclosure contained in Item 1.01 above.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

         (c) Exhibits.

             10.1     Letter Agreement regarding $145,000 Protective Advance.





                                   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:   April 20, 2005                AGU ENTERTAINMENT CORP.


                                       By: /s/ John W. Poling
                                         -----------------------------
                                       Name: John W. Poling
                                       Title:   Chief Financial Officer

EX-10.1

                                                                    Exhibit 10.1
AGU Entertainment Corp.
The Tube Music Network, Inc.
Pyramid Records International, Inc.
c/o Bruce C. Rosetto, Esq.
Blank Rome LLP
1200 N. Federal Highway, Suite 417
Boca Raton, FL 33432

      Re:       $145,000 Protective Advance under $3,000,000 Second Mortgage
Loan ("SECOND MORTGAGE") by Mitchell Entertainment Company ("LENDER") to AGU
Entertainment Corp. ("AGU"), The Tube Music Network, Inc., and Pyramid Records
International, Inc. (collectively, the "BORROWER")

      Our File No. 13075006

Dear Bruce:

This letter will (a) confirm the understanding between Lender and Borrower
arising out of the Borrower's default under the $7,000,000 first mortgage
("FIRST MORTGAGE") in favor of Charley Zeches, as Trustee ("FIRST Mortgagee"),
and (b) serve to modify the "LOAN DOCUMENTS" as referenced in your firm's
opinion letter dated December 20, 2004 and the "PURCHASE DOCUMENTS" as
referenced in your firm's opinion letter dated January 25, 2005.

For and in consideration of the sum of TEN ($10.00) DOLLARS, the mutual promises
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties, intending to be
legally bound, do hereby agree as follows:

        1. On or before April 15, 2005, Lender shall pay First Mortgagee the sum
of $145,000 by federal wire transfer (the "$145,000 ADVANCE"), in response to
the letter dated April 1, 2005 from First Mortgagee's counsel, Wayne Miller.
Borrower acknowledges that the $145,000 Advance is a protective advance under
the Loan Documents, and is secured by the Second Mortgage.

        2. Immediately upon the first monies received by any party comprising
Borrower (and in no event later than the maturity of the Second Mortgage),
Borrower shall pay to Lender, in addition to all sums otherwise due under the
Second Mortgage, the sum of $145,000, plus interest thereon at the default rate
provided in the promissory note, plus attorneys' fees in the amount of $3,500,
plus all sums (including default interest) necessary to bring the Second
Mortgage "current".

        3. A principal of Borrower, Michael Solomon, has agreed to personally
and unconditionally guarantee the prompt and full payment to Lender (i.e. not
merely collection) of the $145,000 Advance.




        4. The Purchase Documents are hereby amended to provide Lender with
additional warrants, on the same terms as the existing warrants, to purchase
50,000 additional shares of Common Stock of AGU at a purchase price equal to
$1.50 per share.

        5. Except as herein provided, all provisions of the Loan Documents and
Purchase Documents are hereby ratified and re-affirmed, and shall be and remain
fully enforceable in accordance with their terms.

        6. Borrower does not have and at no prior time had, and/or hereby waives
any defenses (including, without limitation, the defense of usury), claims,
counterclaims, cross-actions or equities, or rights of rescission, set-off,
abatement or diminution, with respect to the Second Mortgage, as modified
herein. The Property is and shall remain subject and encumbered by Second
Mortgage and nothing herein contained shall affect or be construed to affect the
lien or encumbrance of the Second Mortgage or the priority thereof. It is the
intent of the parties hereto that this Modification shall not constitute a
novation and shall in no way adversely affect the lien of the Mortgage. Lender's
accommodation in agreeing to make the $145,000 Advance shall not be deemed to be
a waiver of the terms of the Second Mortgage, and Lender shall have the right
hereafter to insist upon the strict performance of any or all of such terms.
Lender is under no obligation to grant or to make any further or additional
loans to Borrower or to further modify the Second Mortgage.

        7. No other documentation shall be necessary to effectuate this
Modification. However, Borrower, upon request of Lender, shall execute and
deliver all such documents, and taken all such action, as may be reasonably
requested by Lender to better effectuate the provisions of this Modification. It
would be appreciated if you or a duly authorized officer of the Borrower would
countersign and return the countersigned letter by telecopy or email this
afternoon. However, because the First Mortgagee has imposed a deadline for
receiving the $145,000 Advance by tomorrow's close of business, Lender intends
(even if the countersigned letter is not so returned) to timely deliver the
$145,000 Advance. This letter will further confirm that the parties have already
verbally confirmed and agreed to the essential terms set forth in this letter.

        Please call me immediately should you have any questions or comments.
Thank you.

Very truly yours,
KATZ, BARRON, SQUITERO, FAUST,
BRECKER, TERZO, FRIEDBERG & GRADY, P.A.

HOWARD L. FRIEDBERG
Encs.
cc:     Jonathan E. Mitchell (Via Telecopy w/o Encs.)

        Robert Barry, Esq. (Via Telecopy w/o Encs.)


ACKNOWLEDGED AND AGREED

this 14th day of April, 2005, by:

AGU Entertainment Corp.

The Tube Music Network, Inc.

Pyramid Records International, Inc.

By:  /s/ John W. Poling
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