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| FUEG > SEC Filings for FUEG > Form 8-K on 27-Jun-2012 | All Recent SEC Filings |
27-Jun-2012
Entry into a Material Definitive Agreement, Creation of a Direc
On May 29, 2012 and on June 21, 2012, Face Up Entertainment Group, Inc., a
Florida corporation (the "Company"), received a loan in the amount of $27,000
and $73,000, respectively, from DCO Capital Group LLC, a Delaware limited
liability company ("DCO"). Pursuant to the letter agreement dated as of May 29,
2012 , DCO agreed to lend the Company a total of $200,000, giving the Company
the right to request the last amount of $100,000 on or after July 2, 2012. Each
loan is represented by a promissory note and each amount borrowed, along with
accrued interest at the annual rate of 5%, is due and payable on the earlier of
(i) the 6 month anniversary of the date the loan is made or (ii) from the first
proceeds the Company receives from the sale of any class of securities through a
private offering or through an effective registration statement. The Company has
to repay the note following a capital raise from any source, through the sale of
equity of any class and or any convertible instrument, totaling $1,000,000 from
the date of the loan.
If there is a default, DCO has the right to convert the principal amount of the loan and all accrued interest and any expenses incurred in attempting to collect the amount owed into shares of common stock of the Company at a conversion rate of $0.001 per share. A default includes the failure to pay the principal or interest when due, if the Company does not deliver the shares to DCO and if the Company omits DCO from a registration statement.
In connection with the issuance of first loan and the letter agreement with DCO, the Company issued DCO 500,000 shares of common stock. DCO was also granted piggyback registration rights with respect to these shares and demand registration after the Company raises at least $1,000,000 of capital.
For all the terms and conditions of the Notes and the Letter Agreement and the Note Purchase Agreement and the Notes described above, reference is hereby made to such documents annexed hereto as Exhibits 4.15 and 4.16 and Exhibits 10.19 and 10.20. All statements made herein concerning the foregoing documents are qualified by reference to said Exhibits.
The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 2.03.
The disclosure set forth above under Item 1.01 (Entry into a Material Definitive Agreement) above is incorporated by reference into this Item 3.02. The 500,000 shares of common stock were offered and issued in reliance on an exemption from the registration requirements of United States securities laws under Regulation D promulgated under the Securities Act of 1933, as amended.
Exhibit No. Description
Exhibit 4.15 Promissory Note dated as of May 29, 2012 in the principal amount of
$27,000
Exhibit 4.16 Promissory Note dated as of June 21, 2012 in the principal amount of
$93,000
Exhibit 10.19 Letter Agreement dated as of May 29, 2012 executed as of June 21, 2012
between DCO Capital Group LLC and Face Up Entertainment Group Inc.
Exhibit 10.20 Note Purchase Agreement, dated as of May 29, 2012 between DCO Capital
Group LLC and Face Up Entertainment Group Inc.
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