Download DIVERSIFIED GLOBAL HOLDINGS GROUP INC.

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): December 31, 2011
Diversified Global Holdings Group, Inc.
(Exact name of registrant as specified in charter)
Florida
(State or Other Jurisdiction
of Incorporation)
800 North Magnolia, Suite 105
Orlando, FL
(Address of Principal Executive Offices)
000-53524
(Commission File Number)
32803
(Zip Code)
Registrant's telephone number, including area code: (407) 843-3344
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):

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 2.01.
Completion of Acquisition or Disposition of Assets.
Effective December 31, 2011, we entered into a Separation and Release Agreement (the “Agreement”), with Dmitriy Sergeev, with regard to
his repurchase of our Fregat Ltd. (a Russian limited company) subsidiary. Under the Agreement, we agreed to resell to Mr. Sergeev the Fregat
Ltd. subsidiary (of which Mr. Sergeev was the original owner) for 203,698 shares of our common stock, the original purchase price for the
subsidiary, such shares to be retransferred to us by Mr. Sergeev.
The closing of the sale of Fregat Ltd. to Mr. Sergeev was completed effective December 31, 2011.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit No.
10.16
Description
Separation and Release Agreement, dated as of December 31, 2011, between the Company and Dmitriy Sergeev, filed
herewith .
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DIVERSIFIED GLOBAL HOLDINGS GROUP, INC.
Date: January 5, 2012
By: /s/ Richard Lloyd
Richard Lloyd
Chief Executive Officer
EXHIBIT INDEX
Exhibit No.
10.16
Description
Separation and Release Agreement, dated as of December 31, 2011, between the Company and Dmitriy Sergeev .
EX 10.16
DIVERSIFIED GLOBAL HOLDINGS GROUP, INC.
December 31, 2011
Mr. Dmitriy Sergeev
RE: Separation and Release Agreement
Dear Mr. Sergeev:
This letter ("Separation and Release Agreement" or "Agreement") is your notice that we agree to the sale by Diversified Global
Holdings Group, Inc., a Florida corporation ("DGHG" or the "Company"), of Fregat Ltd., a Russian Federation limited company ("Fregat"), to
you.
AGREEMENTS:
In consideration of your agreements made as provided herein, DGHG agrees to assign and transfer to you all equity interests owned by
it in Fregat.
DGHG's agreement to transfer to you all limited company ownership interests in Fregat to you is conditioned upon your agreement to
the following:
First, In consideration of the transfer to you of all limited company ownership interests in Fregat, you hereby waive any rights to any
salary or unreimbursed expenses owed to you by DGHG. You agree to release, and indemnify and hold harmless, DGHG and its officers and
directors from any liabilities or claims relating to your employment with DGHG.
Second, you agree that you will promptly return, and transfer and assign to, DGHG in payment for the transfer to you of all of the
limited company ownership interests in Fregat, certificates representing 203,698 shares of DGHG common stock in accordance with this
Settlement Agreement.
Third, you agree to transition with DGHG and assist DGHG in all respects with regard to filing of financial information concerning
Fregat with the U.S. Securities and Exchange Commission (SEC), as the rules of the SEC may require.
Fourth, you agree to execute all necessary powers of attorney and other instruments to ensure filing with appropriate authorities in the
Russian Federation of the change of ownership information concerning Fregat.
Finally, you agree that after the Separation Date, you will not, either directly or indirectly, separately or in association with others,
interfere with DGHG's relationship with (1) any of its subsidiaries or prospective investors, or (2) current or prospective employees of DGHG
or any of its subsidiaries, by soliciting or encouraging, or causing others to solicit or encourage, any of them to discontinue their employment
with DGHG or any of its subsidiaries. Further, you agree that you will not use or disclose to others any confidential or proprietary information
concerning DGHG.
This Separation and Release Agreement is intended to be a binding legal document and contains all of the agreements between you
and DGHG. The terms of this Agreement cannot be modified except in a written document signed by both of us. This Agreement is effective as
of the date set forth in the first paragraph hereof.
If the foregoing terms and conditions are entirely satisfactory to you, please date and sign this Separation and Release Agreement below and
return the original to the Company.
Sincerely,