Amico Games Corp (fka AMCG)

[RG]

No set completion date in this 8-K briefing.

On November 27, 2009, Amico Games Corp. (the “Company”, “we”, “us”) entered into a share exchange agreement with Vodafun Limited (“Vodafun”), and the shareholder of Vodafun. Pursuant to the terms of the share exchange agreement, we agreed to acquire all of the issued and outstanding shares of Vodafun’s common stock in exchange for the issuance of 54,500,000 shares of our common stock to the shareholders of Priveco.


Vodafun has entered into a series of contracts with Galaxy Software (Guangzhou) Limited, a mobile gaming company incorporated under the laws of the People’s Republic of China (“Galaxy”), and all of the shareholders of Galaxy. Pursuant to these agreements, Vodafun receives all benefit, assets, revenues and profits of Galaxy. Vodafun also has full control over the operations and the voting securities of Galaxy. These contractual agreements were entered into in order to provide beneficial ownership of Galaxy to Vodafun, without actual legal ownership which is precluded by Chinese restrictions on foreign ownership.

Terms and Conditions of the Share Exchange Agreement

The following is a brief description of the terms and conditions of the share exchange agreement that are material to us:


1. no material adverse change will occur with the business or assets of our company or Vodafun since the effective date of the share exchange agreement;



2. Vodafun will have no more than 100 common shares issued and outstanding on the closing date of the share exchange agreement;



3. our company and Vodafun will be reasonably satisfied with their respective due diligence investigation of each other;



4. Vodafun will have delivered to our company audited financial statements for Galaxy for the last two fiscal years ended August 31, prepared in accordance with United States GAAP and audited by an independent auditor registered with the Public Company Accounting Oversight Board in the United States;

5. Emad Petro, our former director and officer, will cancel 29,800,000 shares of our common stock held in his name as well as debts owing to him; and

6. Upon closing of the share exchange, we will have no more than 72,700,000 shares of our common stock issued and outstanding.


Due to conditions precedent to closing, including those set out above, and the risk that these conditions precedent will not be satisfied, there is no assurance that we will complete the share exchange as contemplated in the share exchange agreement.