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ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS
9 Months Ended
Sep. 30, 2013
ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS [Abstract]  
ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS

NOTE 8 - ACQUISITION OF CASINO EQUIPMENT AND RELATED TRANSACTIONS

On September 19, 2013, our wholly-owned subsidiary, Universal Entertainment SAS, Inc., entered into an Asset Purchase Agreement with Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, to acquire certain casino equipment (the "Equipment").  The Asset Purchase Agreement was subsequently amended in November 2013.  Under the Asset Purchase Agreement, as amended, the Company agreed to effect the following transactions:

·

The Company will acquire the Equipment for 17,450,535 shares of the Company's Common Stock after giving effect to a proposed one for ten reverse stock split.

·

At closing of the purchase of the Equipment, the Company will enter into a lease (the "Lease") of the Equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia, which provides for lease payments of $700,000 per year, payable $58,333 per month, and a term of five years with one five year renewal option.

·

The Company will effect a one for ten reverse split of its common stock.

·

The Company will issue 17,000,000 shares of post-split common stock to various officers, directors and significant shareholders as compensation for past services and support of the Company.

·

The Company will enter into agreements to cancel all of its outstanding options for $100 payable to each of the optionholders.

·

The Company will enter into consulting agreements with six individuals, which provide for cumulative annual compensation of $1,235,000 payable in shares of the Company's common stock on a trimester basis, and the issuance of 19,977,980 shares of post-split common stock as signing bonuses.

The Asset Purchase Agreement includes a number or representations and warranties of the seller, including that the seller is duly organized and in good standing; that the seller is authorized to enter into the Asset Purchase Agreement and consummate the transactions provided for therein; that the Company will acquire good title to the Equipment free and clear of all liens, claims or encumbrances; that the seller is not acquiring the Company's shares with a view to redistribute them; that the seller has reviewed the Company's SEC filings

The closing of the Equipment Acquisition is conditioned on the completion of a one for ten reverse split of the Company's common stock, all of the representations and warranties of both parties being true as of the closing date, the execution of the Lease, the issuance of the bonus shares described below, the cancellation of the options described below, the execution of the consulting agreements described below, among other things.