Attached files
| file | filename |
|---|---|
| EX-10.1 - EXHIBIT 10.1 - Oxford City Football Club, Inc. | ex10_1.htm |
| EX-10.2 - EXHIBIT 10.2 - Oxford City Football Club, Inc. | ex10_2.htm |
| EX-99.1 - EXHIBIT 99.1 - Oxford City Football Club, Inc. | ex99_1.htm |
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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): March 12, 2012
Smart Kids Group, Inc.
(Exact name of registrant as specified in its charter)
| Florida | 333-153294 | 05-0554762 |
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) |
| Suite 234, 9768-170 St. Edmonton, AB Canada | T5T 5L4 |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (780) 222-6257
|
___________________________________________________ (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:
| [ ] | Written communications pursuant to Rule 425 under the Securities Act (17CFR 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)) |
Section 1 – Registrant’s Business and Operations
Item 1.01. Entry Into a Material Definitive Agreement.
On March 12, 2012, Smart Kids Group, Inc. (the “Company”) entered into a Reserve Equity Financing Agreement and a Registration Rights Agreement with AGS Capital Group, LLC (the “Investor”) to purchase up to $20 million of the Company’s common stock. The Company plans to file a registration statement to register the AGS Capital shares and other equity capital requirements. The Investor commitment provides the Company with the flexibility to obtain capital in increments of up to $500,000, subject to trading volume limitations, as growth capital is needed. The facility sets the purchase price at 92% of the Market Price as defined in the Reserve Equity Financing Agreement attached hereto. The Company expects to fully utilize the $20,000,000 Commitment Amount in order to accelerate project milestones and fund corporate growth. Both the Reserve Equity Financing Agreement and the Registration Rights Agreement are attached as exhibits to this Current Report and incorporated herein by reference.
Section 8 – Other Events
Item 8.01 Other Events
On March 22, 2012, the Company issued a press release regarding the Reserve Equity Financing Agreement entered into between the Company and AGS Capital Group LLC. The press release is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
The information contained in Item 1.01 of this Current Report is incorporated herein by reference.
Section 9 – Financial Statements and Exhibits
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description |
| 10.1 | Reserve Equity Financing Agreement, dated March 12, 2012 |
| 10.2 | Registration Rights Agreement, dated March 12, 2012 |
| 99.1 | Press Release |
| 2 |
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.
Smart Kids Group, Inc.
/s/ Thomas Anthony Guerriero
Thomas Anthony Guerriero
Chairman
Date March 22, 2012
| 3 |