SECURITIES AND EXCHANGE COMMISSION
WASHINGTON DC 20549
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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) November 6, 2003
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ESSENTIAL REALITY, INC.
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(Exact name of Registrant as Specified in Charter)
Nevada 000-32319 33-0851302
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(State of Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
263 Horton Highway, Mineola, New York 11501
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code (516) 742-3100
49 West 27th Street, Suite 7E, New York, New York 10001
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
o On November 6, 2003, the Registrant announced that it had
entered into a non-binding letter of intent with Alliance
Corner Distributors Inc. ("Alliance") a privately-held
wholesale distributor of interactive video games and gaming
products. Pursuant to the terms of the letter of intent upon
the closing of the merger, as currently contemplated, the
shareholders of Alliance will own approximately 80% of
Registrant's issued and outstanding capital stock on a
fully-diluted basis.
The consummation of the transaction is contingent on a number
of factors, including but not limited to, the completion of
due diligence and the execution of a definitive agreement.
There can be no assurance that the merger will be consummated
or, if consummated, that it will be consummated on the terms
set forth in the letter of intent, which is nonbinding with
respect to the terms of the proposed transaction and the
obligation to close.
The press release regarding this announcement is attached
hereto as Exhibit 99.1.
o The Company will not amend its Articles of Incorporation as
set forth in the Preliminary Schedule 14C filed with the
Securities and Exchange Commission on November 7, 2003. No
further action will be taken at this time with respect to the
Preliminary Schedule 14C at this time.
Item 7. Financial Statements and Exhibits.
(c) Exhibits Furnished
99.1 Press Release dated November 6, 2003.
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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.
ESSENTIAL REALITY, INC.
Date: November 25, 2003 By: /s/ Humbert B. Powell, III
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Name: Humbert B. Powell, III
Title: Chairman of the Board
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