Unassociated Document
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): August 18, 2008
ValueRich,
Inc.
(Exact
Name of Registrant as Specified in Charter)
|
Delaware
|
000-52404
|
41-2102385
|
|
(State
or Other Jurisdiction
of
Incorporation)
|
(Commission
File
Number)
|
(IRS
Employer
Identification
No.)
|
1804
N. Dixie Highway, Suite A, West Palm Beach, FL 33407
(Address
of Principal Executive Offices) (Zip Code)
Registrant’s
telephone number, including area code: (561) 832-8878
N/A
(Former
Name or Former Address, if Changed Since Last Report)
Copies
to:
Andrea
Cataneo, Esq.
Sichenzia
Ross Friedman Ference LLP
61
Broadway, 32 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 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
On August
18, 2008, ValueRich, Inc. (the “Company”) entered
into an Agreement (the “Agreement”) with
Syndicated Capital, Inc. (“Syndicated”), a
full-service broker-dealer and a member of the Financial Industry Regulation
Authority, pursuant to which Syndicated will be providing brokerage services,
trading services, clearing services, trading, back office support,
administration, compliance, legal support, customer service and an online
trading platform to potential clients (the “Services”). In
consideration of the Services to be provided, the Company shall pay Syndicated
$27,500 for the set up and launch of the online trading platform. In
addition, the Company will pay Syndicated a negotiated percentage of all fees
generated through the activities of the Company.
The
Company and Syndicated have made customary representations, warranties and
covenants. These include Starlight’s customary indemnification
provisions.
The
foregoing description of the Agreement does not purport to be complete and is
qualified in its entirety by reference to the Agreement, a copy of which is
attached hereto as Exhibit 10.1 and incorporated herein by
reference.
Item
1.02. Termination of a Material Definitive Agreement
On August
20, 2008, pursuant to a letter agreement (the “Letter Agreement”),
the Company and Starlight Investments, LLC (“StarLight”)
terminated that certain Stock Purchase Agreement (the “Agreement”), dated as
of May 20, 2008, by and between the Company and Starlight.
As
reported in the Company’s Report on Form 8-K filed on May 30, 2008, the
Agreement provided that the Company was to acquire all of the outstanding
membership interests of Starlight for $200,000 in cash and 500,000 shares of
common stock of the Company. The sale was to result in Starlight becoming a
wholly-owned subsidiary of the Company. Closing was subject to
regulatory approvals, which included approval of FINRA and AMEX, and other
customary closing conditions.
The
Company had made best efforts to complete the aforementioned transaction within
the timelines defined in the Agreement. The management of StarLight
believes the Company did not meet the requirements of the
Agreement. There were no material termination penalties incurred by
the registrant.
The
foregoing description of the Letter Agreement does not purport to be complete
and is qualified in its entirety by reference to the Letter Agreement, a copy of
which is attached hereto as Exhibit 10.2 and incorporated herein by
reference.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
|
(d)
|
Exhibits.
|
|
|
|
|
|
| |
Exhibit
No. |
Description |
| |
|
|
| |
10.1 |
Agreement,
by and between ValueRich, Inc. (the “Company”) and
Syndicated Capital, Inc., dated as of August 18, 2008.
|
| |
|
|
| |
10.2 |
Letter
Agreement, dated as of August 20, 2008, by and between the Company and
Starlight Investments, LLC. |
| |
|
|
| |
99.1 |
Press
Release. |
|
|
|
|
|
|
|
|
SIGNATURES
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.
|
Date:
August 25, 2008
|
VALUERICH,
INC.
|
| |
|
|
|
By: |
/s/ Joseph
Visconti |
|
|
|
Name:
Joseph Visconti
Title: Chief
Executive Officer and President
|
.
Exhibit
Index
|
|
Exhibit No. |
Description |
| |
|
|
| |
10.1 |
Agreement,
by and between ValueRich, Inc. (the “Company”) and
Syndicated Capital, Inc., dated as of August 18, 2008. |
| |
|
|
| |
10.2 |
Letter
Agreement, dated as of August 20, 2008, by and between the Company and
Starlight Investments, LLC. |
| |
|
|
| |
99.1 |
Press
Release |