Attached files
file | filename |
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EX-10.1 - Infusion Brands International, Inc. | v203428_ex10-1.htm |
EX-10.2 - Infusion Brands International, Inc. | v203428_ex10-2.htm |
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 2,
2010
OmniReliant
Holdings, Inc.
(Exact
name of registrant as specified in its charter)
Nevada
|
000-51599
|
54-2153837
|
(State
or Other Jurisdiction
|
(Commission
File
|
(I.R.S.
Employer
|
of
Incorporation)
|
Number)
|
Identification
Number)
|
14375
Myerlake Circle
Clearwater,
FL 33760
(Address
of principal executive offices) (zip code)
(727)
230-1031
(Registrant's
telephone number, including area code)
(Former
name or former address, if changed since last report)
Copies
to:
Darrin M.
Ocasio, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32 nd
Floor
New York,
New York 10006
Phone:
(212) 930-9700
Fax:
(212) 930-9725
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 Instructions 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.
On
December 2, 2010, OmniReliant Holdings, Inc. (the “Company”) entered into
an Agreement of Conveyance, Transfer and Assignment of Assets and
Assumption of Obligations (the “Agreement”) whereby it sold and assigned
all of its right and title in its “Local Ad Link” software (the “Assets”)
to Zurvita Holdings, Inc. (“Zurvita”) (the “Asset Sale”). In
consideration for the Asset Sale, Zurvita agreed to (i) assume all
payments, expenses, costs and liabilities of any kind or nature, as they
relate to the Assets, (ii) terminate the license agreement, dated as of
October 9, 2009 by and between the Company and Zurvita (however, the
promissory note in the principal amount of Two Million Dollars
($2,000,000) issued by Zurvita under such license agreement and held by
the Company (the “Note”) shall remain outstanding, due and payable), and
(iii) cause copies of the Assets (the “LAL Copies”), including copies of
the URL, Trademark and source codes, to be placed in an Iron Mountain
Account.
Additionally,
in connection with the Asset Sale, the Company and Zurvita entered into a
security agreement (the “Security Agreement”) dated December 2, 2010
securing the Note with certain of Zurvita’s assets, including the
LocalAdLink Software and the LAL Copies placed in the Iron Mountain
Account.
|
Item
9.01 Financial Statements and Exhibits.
Exhibit
Number
|
Description
|
|
10.1
10.2
|
Agreement
of Conveyance, Transfer and Assignment of Assets and Assumption of
Obligations
Security
Agreement
|
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
OmniReliant
Holdings, Inc.
|
|
Dated:
December 3, 2010
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By: /s/
Robert DeCecco
|
Name: Robert
DeCecco
|
|
Title:
Chief Executive Officer
|