GHDC
posted on
Sep 28, 2013 11:31PM
(Edit this Message from the "Fast Facts" Section)
27-Sep-2013
Entry into a Material Definitive Agreement, Financial Statements and Exhi
On September 19, 2013, the Registrant (through its 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 purchase price of the Equipment is 17,450,535 shares of the Company's Common Stock, after giving effect to a proposed one for ten reverse stock split.
At the closing of the acquisition of the Equipment, the Company will simultaneously lease the Equipment to VOMBLOM & POMARE S.A., a company formed under the laws of Colombia. The Equipment will be used in the operation of a casino that is owned and operated by the lessee on San Andres Isla, Colombia.
Closing is contingent on the completion of a 1 for 10 reverse stock split by the Registrant, among other things.
The equipment lease provides that it will be for an initial term of five years, and will automatically renew for an additional five year term unless either party elects to terminate the lease within 90 days prior to the expiration of the original term. The lessee shall be responsible for maintenance of the equipment, payment of all taxes assessed against the equipment, and maintaining insurance on the equipment. Lease payments will be equal to "Adjusted Operating Profit" from the casino at which the equipment is used. During the term of the lease, the lessee is required to provide the Registrant with a daily report of net revenues from the operation of the lessee's business. Furthermore, the lessee agreed to allow an auditor to use an office in the lessee's business for purposes of conducting a monthly audit of the lessee's business, and to pay all costs of the auditor over $1,500 per month.
Exhibit No. Description 10.1 Asset Purchase Agreement dated September 19, 2013 by and between Universal Entertainment SAS, Ltd., a corporation formed under the laws of the Country of Colombia, and Universal Entertainment SAS, Inc., a Florida corporation 10.2 Lease Agreement by and between Universal Entertainment SAS, Inc., a Florida corporation, and VOMBLOM & POMARE S.A., a company formed under the laws of Colombia |
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