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): ~~December~~April 173, ~~2007~~2008

BOO KOO HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware		000-50057		9065-~~0294343~~1082135
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

4951 Airport Parkway, #660, Addison, Texas 75001

(Address of Principal Executive Offices)(Zip Code)

(972) 818-3862

Registrant’s Telephone Number

________________________________

(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 (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o 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.

~~Agreement~~Settlement Agreement and ~~Plan~~General ~~of Merger~~Release

~~Pursuant~~On toApril 3, ~~the~~2008, ~~Agreement~~Boo ~~and~~Koo ~~Plan~~Holdings, ofInc. ~~Merger~~ (~~“Merger~~the ~~Agreement”~~"Company") ~~dated~~and asits ofsubsidiary ~~November~~Boo Koo 16Beverages, ~~2007~~Inc. byentered ~~and~~into ~~between~~an ~~Boo~~agreement ~~Koo~~with ~~Holdings~~Holigan Racing, ~~Inc~~L.,P. ~~a Florida corporation~~ (~~“Boo Koo~~"Holigan") ~~Florida”)~~ and ~~BKHI~~certain ~~Acquisition~~other ~~Corporation,~~third aparty ~~Delaware~~defendants ~~corporation~~to ~~and wholly-owned~~the ~~subsidiary~~Action of(as ~~Boo~~defined ~~Koo~~herein) to settle ~~Florida~~the ~~(“Boo~~outstanding ~~Koo~~litigation ~~Delaware”~~between orthe ~~“Surviving~~parties, specifically Holigan ~~Corporation”)~~Racing, LP v. Boo Koo ~~Florida~~Beverages, ~~merged~~Inc., ~~with~~BK ~~and~~Subsidiary, ~~into~~Inc. ~~Boo~~and ~~Koo~~BK ~~Delaware~~Beverages, ~~with Boo~~ ~~Koo~~LLC (the “Action”) ~~Delaware~~in ~~being~~which ~~the~~Holigan ~~surviving~~had ~~entity~~alleged ~~(the~~breach ~~“Reincorporation~~of ~~Merger”).~~a Assponsorship ~~part~~agreement and ofsued the ~~Reincorporation~~Defendants ~~Merger~~for $4,625,000 ~~the~~plus ~~Surviving~~attorneys ~~Corporation~~fees ~~changed~~and ~~its~~costs. ~~name~~The toSettlement ~~Boo Koo~~Agreement ~~Holdings,~~and ~~Inc.~~General ~~pursuant~~Release to (the ~~amended~~"Settlement ~~and~~Agreement") ~~restated~~provides, ~~certificate of~~among ~~incorporation~~other things, for ~~Boo~~the ~~Koo~~Company ~~Delaware~~to ~~(“Delaware~~make ~~Certificate”). As~~ a ~~result~~one-time payment of ~~the~~$600,000 on or before ~~Reincorporation~~April ~~Merger~~3, ~~the~~2008 ~~legal~~and ~~domicile~~to ofpay ~~the~~an ~~Surviving~~additional ~~Corporation~~$1,400,000 which is payable in eight ~~now Delaware.~~quarterly ~~The~~payments ~~Reincorporation~~of ~~Merger~~$175,000 ~~was~~through ~~consummated~~March ~~solely~~31, to2010. ~~move~~Please see the ~~company’s~~description ~~domicile~~under to"Senior ~~Delaware~~Secured asConvertible ~~set~~Promissory ~~forth~~Note" infor ~~Boo~~additional details ~~Koo~~on ~~Florida’s~~such ~~Definitive Proxy~~payment. ~~Statement~~The onSettlement ~~Schedule~~Agreement ~~14A,~~further ~~filed~~provides ~~with~~for the mutual ~~Securities~~full and ~~Exchange Commission~~final onrelease ~~November~~of ~~26,~~any ~~2007,~~and ~~which~~all ~~description~~claims isarising ~~incorporated~~from bythe ~~reference~~sponsorship ~~herein~~agreement (or any fact made the ~~“Proxy~~basis ~~Statement”)~~of the Action.

~~The~~Senior ~~Merger~~Secured ~~Agreement~~Convertible ~~and~~Promissory Reincorporation Merger were duly approved by the shareholders of Boo Koo Florida at a Special Meeting of Shareholders of Boo Koo Florida held on December 17, 2007 (the “Special Meeting of Shareholders”). Note

~~Pursuant~~In toconnection ~~the~~with ~~terms of~~ the ~~Merger~~above ~~Agreement~~settlement, ~~(i)~~the ~~Boo~~Company ~~Koo~~executed ~~Florida~~a ~~merged~~promissory ~~into Boo Koo~~note ~~Delaware~~on April 3, ~~with~~2008 ~~Boo~~in ~~Koo~~favor ~~Delaware~~of ~~being~~Holigan in the ~~surviving~~amount ~~corporation~~of ~~and~~$1,400,000 ~~Boo~~(the ~~Koo~~"Note"). ~~Delaware~~The Note ~~thereby~~provides ~~changing~~for ~~its~~payment ~~name~~ to ~~Boo~~be ~~Koo~~made ~~Holdings,~~in ~~Inc.;~~eight ~~(ii)~~quarterly ~~Boo~~payments ~~Koo~~of $175,000, ~~Delaware~~which ~~succeeded~~payments toshall ~~the~~be ~~ownership~~made, ofat ~~all~~Holigan's election, in cash or a number of shares ~~Boo~~of ~~Koo~~the ~~Florida’~~Company's ~~assets~~common stock, ~~has~~par value $0.0001 equal to the quotient ~~rights~~of $175,000 ~~power~~divided ~~and~~by ~~privileges~~$0.75, ~~and~~subject ~~assumed~~to ~~all~~certain ofanti-dilution adjustments (the "Conversion ~~obligations~~Price"). Pursuant to the terms of ~~Boo~~the ~~Koo~~Note, the Company is also ~~Florida;~~required ~~(iii)~~to ~~Boo~~make ~~Koo~~certain ~~Florida’s~~prepayments ~~existing~~equal ~~Board~~to 25% of ~~Directors~~the ~~and~~gross ~~officers~~cash ~~became~~proceeds received from any Capital Transaction (as defined in the ~~Board~~Note). In addition, repayment of ~~Directors~~the ~~and~~principal ~~Officers~~amount ofmay ~~Boo~~be ~~Koo~~accelerated ~~Delaware;~~upon ~~and~~an ~~(iv)~~Event ~~the~~of ~~Delaware~~Default ~~Certificate~~(as ~~and~~defined ~~by-laws~~in ofthe ~~Boo~~Note). ~~Koo~~The ~~Delaware~~Note ~~(“Delaware~~also ~~By-laws”)~~contains ~~now~~certain ~~govern~~restrictions on the ~~Surviving~~Company's ~~Corporation.~~ability to incur indebtedness or liens against its assets.

~~The~~Holigan ~~Reincorporation~~represented ~~Merger~~that ~~became~~it ~~effective~~was onan ~~December~~"accredited 17investor," ~~2007.~~as Atthat ~~the~~term ~~effective time~~is ofdefined ~~the Reincorporation Merger, each outstanding share of Boo Koo Florida's~~in ~~common~~Rule ~~stock,~~501(a) noof ~~par~~Regulation ~~value,~~D ~~automatically~~under ~~was~~the ~~converted~~Securities ~~into~~Act ~~one share~~ of ~~common stock of Boo Koo Delaware~~1933, ~~$.0001~~as ~~par~~amended ~~value. Shareholders~~(the ~~are~~"Securities ~~not required to exchange their existing stock certificates~~Act"), ~~which~~and ~~now represent~~the anissuance ~~equivalent number~~ of ~~shares~~the ofsecurities ~~Boo~~was ~~Koo~~made ~~Delaware~~in ~~common stock.~~reliance ~~The~~on ~~Reincorporation~~exemptions ~~Merger~~provided ~~will~~by ~~not~~Regulation ~~result~~D inand ~~any~~Section ~~change~~4(2) ~~in the business or principal facilities~~ of ~~Boo Koo Florida. Upon completion of~~ the ~~Reincorporation Merger,~~Securities ~~the Surviving Corporation shall continue to maintain its principal offices at 4951 Airport Parkway #660, Addison, TX 75001~~Act. ~~The common stock of~~ ~~the Surviving Corporation will continue to trade on the Over the Counter Bulletin Board under the symbol “BOKO.OB”.~~

~~Following~~The ~~the~~Company ~~Reincorporation~~did ~~Merger,~~not use any form of advertising or general solicitation in connection with the ~~securities~~issuance of the ~~Surviving~~securities. ~~Corporation~~The ~~will~~shares of common stock ~~continue~~which may to be ~~registered~~issued ~~under~~pursuant ~~Section~~to ~~12(g)~~the terms of the ~~Securities~~Note ~~Exchange~~will ~~Act~~be non-transferable in ofthe ~~1934,~~absence asof ~~amended~~an (effective registration statement under the ~~“Exchange~~Securities Act”), byor an available ~~virtue~~exemption ofthere ~~Rule~~from, ~~12g-3~~and ofall ~~the~~certificates ~~Exchange~~will be imprinted with ~~Act~~a restrictive legend to that effect.

The ~~foregoing~~Note is ~~description~~secured ofby ~~the~~certain ~~Merger~~tangible ~~Agreement~~and isintangible ~~intended~~property toas bedefined aand ~~summary~~set ~~and~~forth ~~is qualified~~more inspecifically ~~its~~under ~~entirety~~the byterms ~~reference~~of toa ~~such~~Guarantee ~~agreement,~~and ~~which~~Security isAgreement ~~attached~~dated ~~as Exhibit~~April ~~2.1~~3, ~~and~~2008 ~~incorporated~~between bythe ~~reference~~Company asand ifHoligan ~~fully~~(the ~~set forth~~"Security ~~herein~~Agreement").

~~Item~~Registration ~~3.03 Material Modification to~~ Rights ~~of Security Holders.~~ Agreement

AsIn ~~a result~~connection ofwith the ~~Reincorporation~~issuance ~~Merger~~of ~~disclosed~~the ~~under~~Note, ~~Item~~the ~~1.01~~Company ~~above,~~agreed ~~(i)~~to ~~each~~grant certain ~~outstanding~~registration ~~share~~rights ofwith ~~Boo~~respect ~~Koo~~to ~~Florida~~the ~~common~~shares ~~stock,~~of nothe ~~par~~Company's ~~value,~~common ~~has been~~stock ~~automatically~~issuable ~~converted~~to ~~into~~Holigan, ~~one~~if ~~share~~Holigan ofelects ~~Boo~~to ~~Koo~~receive ~~Delaware~~payments ~~common~~under ~~stock,~~the ~~par~~Note in ~~value~~shares ~~$.0001~~of ~~and~~common ~~(ii)~~stock, ~~all~~pursuant ~~options~~to ~~and~~the ~~other~~terms ~~rights~~of tothe ~~acquire~~Note. ~~Boo~~On ~~Koo~~April ~~Florida’s~~3, 2008, ~~common~~the Company ~~stock~~and ~~outstanding~~Holigan ~~immediately~~entered ~~prior~~into toa ~~the~~Registration ~~Reincorporation~~Rights ~~Merger~~Agreement. ~~have~~The ~~also~~Registration ~~been~~Rights ~~automatically~~Agreement ~~converted~~provides ~~into~~Holigan ~~options~~with ~~and~~the ~~rights~~right to ~~acquire~~demand that the ~~same~~ ~~number~~Company ofregister ~~shares~~any ofcommon ~~Boo~~stock ~~Koo~~which ~~Delaware~~has ~~common~~been ~~stock,~~issued under the ~~same~~Note. ~~terms and~~Pursuant ~~conditions.~~to ~~Upon~~the ~~completion~~terms of the ~~Reincorporation~~Registration ~~Merger~~Rights Agreement, ~~each~~the ~~outstanding~~Company will be required ~~certificate~~to ~~representing~~file ~~Boo~~a ~~Koo~~registration ~~Florida~~statement ~~common~~with ~~stock~~the isSecurities ~~deemed,~~and ~~without~~Exchange ~~any~~Commission ~~action by~~ (the ~~shareholder,~~“SEC”) to ~~represent~~register the ~~same~~resale ~~number~~ of ~~share~~the ofcommon ~~Boo~~stock ~~Koo~~issued and issuable under ~~Delaware~~the ~~common~~Note ~~stock.~~within ~~Shareholders~~sixty do(60) ~~not~~days ~~need~~after tothe ~~exchange~~date ~~their~~of ~~stock~~Holigan's demand. The ~~certificates~~Registration asRights aAgreement ~~result~~also ofgrants ~~the~~Holigan ~~Reincorporation~~"piggyback" ~~Merger~~registration rights.

InThe ~~accordance~~above description ~~with~~in ~~Rule~~this ~~12g-3~~Item ~~under~~1.01 ~~the~~does ~~Exchange~~not ~~Act,~~purport ~~the~~to ~~shares~~be ofa ~~Boo~~complete ~~Koo~~statement of ~~Delaware~~the parties’ ~~common~~rights ~~stock~~and ~~will~~obligations ~~continue~~under tothe beSettlement ~~registered~~Agreement ~~under~~and ~~Section~~General Release, ~~12(g)~~Senior ofSecured Convertible Promissory Note, Guarantee and Security Agreement and the ~~Exchange~~ ~~Act.~~Registration ~~Boo~~Rights ~~Koo~~Agreement, ~~Delaware~~and ~~common~~is ~~stock~~qualified ~~shall~~in ~~continue~~its entirety by reference to ~~trade~~such onagreements ~~the~~and documents, copies of which will ~~Over~~be ~~the~~filed ~~Counter~~as ~~Bulletin~~Exhibits ~~board~~to ~~under~~ the ~~symbol~~Company's ~~“BOKO~~next Annual Report on Form 10-KSB.~~OB”.~~

~~Prior~~Item ~~to the effective date of the Reincorporation Merger, Boo Koo Florida’s corporate affairs were governed by the corporate laws of Florida~~2. ~~The rights of its shareholders were subject to its Articles of Incorporation, as amended, and its By-laws~~03. AsCreation ~~a result~~ of the Reincorporation Merger, holders of Boo Koo Florida common stock are now holders of Boo Koo Delaware common stock, and their rights as holders are governed by the General Corporation Law of Delaware and the Delaware Certificate and Delaware By-laws. For a ~~description~~Direct ofFinancial the differences between the rights of holders of Boo Koo Florida common stock and Boo Koo Delaware common stock, see “Comparison of Shareholder Rights Before and After the Reincorporation” in the Proxy StatementObligation.

~~Item~~The 5information set forth in Item 1.~~02(e)~~01 ~~Compensatory~~of ~~Arrangements~~this Current Report on Form 8-K is incorporated herein by reference in its entirety.

~~Amendment~~Item to3.02. ~~2006~~Unregistered ~~Stock~~Sales ~~Incentive~~of ~~Plan~~Equity Securities.

On December 17, 2007, the Company amended its 2006 Stock Incentive Plan (the "Plan") to increase the number of shares of common stock available for issuance under the Plan from (a) 4,000,000, to (b) 8,000,000. The ~~Plan,~~information asset ~~amended,~~forth ~~was duly adopted by the shareholders of Boo Koo Florida at the Special Meeting of Shareholders. Employees (including officers), Directors and Consultants (as defined~~ in ~~the~~Item ~~Plan) are eligible to receive stock option or restricted stock awards under the Plan~~1.01 ~~A description~~ of ~~the~~this ~~Plan~~Current isReport ~~set~~on ~~forth in~~Form ~~the~~8-K ~~Proxy Statement which has been filed with the SEC, which description~~ is incorporated herein by reference ~~herein~~in its entirety.

Item 5.03 Amendment to Certificate of Incorporation.

At the Special Meeting of Shareholders, the shareholders of Boo Koo Florida approved the increase in the shares of the Company’s common stock, par value $.0001, from 40,000,000 to 150,000,000 and the creation of a class of “blank check” preferred stock, par value $.0001, consisting of 5,000,000 shares. The term “blank check” preferred stock refers to stock for which the designations, preferences, conversion rights, and cumulative, relative, participating, optional or other rights, including voting rights, qualifications, limitations or restrictions thereof, are determined by the Board of Directors (“Board”) of a company. As such, the Board may, without further action on the part of shareholders to the extent not prohibited by applicable law or by the rules of any stock exchange or market on which Boo Koo Delaware's securities may then be listed or authorized for quotation, authorize the creation and issuance of 5,000,000 shares of preferred stock in one or more series with such limitations and restrictions as may be determined in the sole discretion of the Board. The issuance of any series of preferred stock under certain circumstances could adversely affect the voting power or other rights of the holders of common stock, and, under certain circumstances, be used as a means of discouraging, delaying or preventing a change in control of Boo Koo Delaware. The amendment shall become effective on the date the amended and restated certificate of incorporation is filed with the Secretary of State of the State of Delaware. A description of the amendment is set forth in the Proxy Statement which has been filed with the SEC, which description is incorporated by reference herein.

The foregoing description of the Delaware Certificate is intended to be a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 3.1 and is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

2.1 - Agreement and Plan of Merger dated November 16, 2007 by and between Boo Koo Holdings, Inc., a Florida corporation ("Boo Koo Florida"), and BKHI Acquisition Corp. ("Boo Koo Delaware") and a wholly-owned subsidiary of Boo Koo Florida.

3.1 - Amended and Restated Certificate of Incorporation of Boo-Koo Holdings, Inc.

3.2 - By-laws of Boo Koo Holdings, Inc.

SIGNATURE

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.

	BOO KOO HOLDINGS, INC.
	By:	/s/ Stephen C. Ruffini
	Name: Stephen C. Ruffini
	Title: Chief Financial Officer, Chief Operating Officer and Secretary
	Title: Chief Financial Officer
Date: December 18, 2007
Date: April 8, 2008

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