Attached files
| file | filename |
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| EX-3.1 - LIBERATOR, INC. | v172904_ex3-1.htm |
| EX-10.1 - LIBERATOR, INC. | v172904_ex10-1.htm |
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 2, 2010 (July 2,
2009)
|
LIBERATOR,
INC.
|
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(Exact
name of registrant as specified in its
charter)
|
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Nevada
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000-53514
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26-3213475
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||
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(State
or other jurisdiction
of
incorporation)
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(Commission
File
Number)
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(
IRS Employer
Identification
No.)
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2745
Bankers Industrial Drive, Atlanta, GA
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30360
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(Address
of principal executive offices)
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(Zip
Code)
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770-246-6400
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(Registrant’s
telephone number, including area code)
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|
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(Former
name or former address, if changed since last report)
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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
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Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425)
|
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.01
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Entry Into A Material
Definitive Agreement.
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On
September 2, 2009 (“Closing Date”), we entered into a common stock purchase
agreement with Belmont Partners, LLC, a Virginia limited liability company
(“Belmont”), and WES Consulting, Inc., a Florida corporation
(“WES”). Pursuant to the purchase agreement, we acquired 972,000
shares of common stock of WES, or approximately 81% of the voting control of
WES, from Belmont for a total of two hundred forty thousand five hundred dollars
($240,500) in addition to the issuance by WES of two hundred fifty thousand
(250,000) warrants to Belmont to purchase an equal number of shares of WES’s
common stock at an exercise price of twenty five cents ($0.25) per share, and
the issuance by WES to Belmont of an aggregate of one million five hundred
thousand (1,500,000) shares of WES’s common stock with seven hundred fifty
thousand (750,000) shares delivered on the Closing Date and the balance of seven
hundred fifty thousand (750,000) shares delivered on the one (1) year
anniversary of the Closing Date.
The
foregoing discussion provides only a brief description of the purchase
agreement. The discussion is qualified in its entirety by the full
text of the agreement, which is attached to this Current Report on Form 8-K as
Exhibit 10.1.
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Item
5.03
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Amendments to Articles of
Incorporation or Bylaws; Change in Fiscal
Year.
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(a) On
July 2, 2009, we filed a Certificate of Amendment with the Secretary of State’s
office in the State of Nevada to change our name from “Remark Enterprises, Inc.”
to “Liberator, Inc.” A copy of the certificate is attached to this
Current Report on Form 8-K as Exhibit 3.1.
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Item
9.01
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Financial
Statement and Exhibits.
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(d)
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Exhibits.
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3.1
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Certificate
of Amendment, filed with the Nevada Secretary of State on July 2,
2009
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10.1
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Common
Stock Purchase Agreement dated September 2, 2009 by and between Liberator,
Inc, Belmont Partners, LLC, and WES Consulting,
Inc.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant has
duly caused this Report on Form 8-K to be signed on its behalf by the
undersigned hereunto duly authorized.
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LIBERATOR,
INC.
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Date:
February 2, 2010
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By:
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/s/
Louis S. Friedman
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Louis
S. Friedman,
Chief
Executive Officer
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