Amendment to Current Report — Form 8-K Filing Table of Contents
Document/ExhibitDescriptionPagesSize 1: 8-K/A Amendment to Current Report HTML 23K
2: EX-10.1 Material Contract HTML 154K
3: EX-10.2 Material Contract HTML 6K
4: EX-99.1 Miscellaneous Exhibit HTML 14K
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):
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
1.01 Entry into a Material Definitive Agreement.
Asset
Sale Transaction
On
August 11, 2008 and subsequently amended on August 15, 2008, Phantom
Entertainment, Inc. (the “Company”) entered into an asset purchase agreement
with Phantom Game Service, Inc., a Delaware corporation, pursuant to which
Phantom Game Service, Inc. will acquire from the Company, the assets comprising
the Phantom Game Service (a video game delivery system designed to allow
consumers to search, preview and play a large selection of video games on demand
via a broadband Internet connection) if no bids, deemed better than Phantom
Game
Service, Inc.’s bid, to purchase the Phantom Game Service are received from
other potential purchasers within thirty days of August 15, 2008 (“bid period”).
If a bid deemed better than Phantom Game Service, Inc.’s bid is received from
another potential purchaser within the bid period, that potential purchaser
will
have sixty days from August 15, 2008 to close on the transaction.
The
agreement with Phantom Game Service, Inc. provides for the payment in cash
of a
base purchase price of $65,000; the Company to be issued 49% of the authorized
shares of Phantom Game Service, Inc.; the Company to receive 7% of the annual
gross revenue from Phantom Game Service, Inc.’s online game sales through the
Phantom Game Service software and, on the third anniversary date of the
agreement, Phantom Game Service, Inc. shall pay $100,000 to license certain
trademarks for a term of 99 years.
Asset
Purchase Agreement between Phantom Entertainment, Inc. and Phantom
Game
Service Inc., dated August 11, 2008. (Filed herewith).
10.2
Amendment
1, dated August 15, 2008, of the Asset Purchase Agreement between
Phantom
Entertainment, Inc. and Phantom Games Service Inc., dated August11, 2008.
(Filed herewith).
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 this 18th
day of
August 2008.