- Current report filing (8-K)

UNITED STATES

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): February 24, 2009

Red Mile Entertainment, Inc.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of

incorporation)

000-50814

(Commission

File Number)

20-4441647

(IRS Employer

Identification Number)

223 San Anselmo Way, #3

San Anselmo, CA 94960

(Address of principal executive offices) (Zip Code)

(415) 339-4240

(Registrant's telephone number, including area code)

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 (17 CFR 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))

Item 1.01. Entry Into a Material Definitive Agreement

As previously reported on June 26, 2008, Red Mile Entertainment, Inc. (the “Company”) and Atari Interactive, Inc. (“Atari”) entered into a Publishing Agreement on June 20, 2008 (the “Publishing Agreement”) pursuant to which Red Mile granted Atari an exclusive worldwide license to publish, sell and distribute the interactive game under the working title “Heroes over Europe” (the “Title”) for Microsoft Windows ® -based personal computers and the Sony PlayStation 3 ® and Microsoft Xbox 360 ® consoles. A copy of the Publishing Agreement was attached as Exhibit 10.7 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission (“SEC”) on August 14, 2008. Portions of the Publishing Agreement were omitted and filed separately with the SEC pursuant to a request for confidential treatment.

Pursuant to the Publishing Agreement, Atari made a cash payment to the Company upon execution of the Publishing Agreement and agreed to pay the Company periodically as the Company achieved certain development milestones. Atari also agreed to pay royalties to the Company based on Atari’s net receipts from sales of the Title, after recoupment of the periodic milestone payments. The Publishing Agreement has a term of seven years after the initial release of the Title.

As previously reported on February 18, 2009, on February 11, 2009, Atari sent the Company a termination notice with respect to the Publishing Agreement, claiming that the Company breached the Publishing Agreement. Atari ceased making milestone payments to the Company.

On February 24, 2009, the Company and Atari entered into a Buyout Agreement (the “Buyout Agreement”) pursuant to which Atari would release to the Company the rights to the Title in exchange for certain payments from the Company.

The total amount of the Buyout Fee includes a payment upon execution of the Buyout Agreement and 2 tiers of royalties to Atari based on certain definitions of net receipts in each tier after recoupment of amounts previously paid to Atari under the Buyout Agreement.

On receipt by Atari of the Initial Payment, all the rights licensed by Company to Atari pursuant to the Publishing Agreement will immediately revert to Company.

Under the Buyout Agreement, the Company and Atari agreed to a mutual release of claims.

The Company intends to file the Agreement as an attachment to its annual report on Form 10-K for the year ending March 31, 2009.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.