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) February 5, 2004
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ESSENTIAL REALITY, INC.
(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
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On February 5, 2004, the Registrant announced that it signed a binding
term sheet (the "Term Sheet") outlining the acquisition of AllianceCorner
Distributors Inc. ("Alliance") a privately-held wholesale distributor of
interactive video games and gaming products. This Term Sheet supersedes and
replaces the Letter of Intent dated November 6, 2003 which was the subject of a
Form 8-K filed on November 25, 2003.
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 Term Sheet.
The press release regarding this announcement is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits Furnished
99.1 Press Release dated February 5, 2004.
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: February 5, 2004 By: /s/ Humbert B. Powell, III
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Name: Humbert B. Powell, III
Title: Chairman of the Board