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): September 30, 2010
LAUFER BRIDGE ENTERPRISES, INC.
NEVADA |
| 333-149177 |
| 04-3626788 |
(State or other jurisdiction of incorporation) |
| (Commission File No.) |
| (IRS Employer Identification No.) |
3276 Buford Drive, Bldg. 104, Suite 320 Buford, GA |
| 30519 |
(Address of principal executive officers) |
| (Zip Code) |
678-596-6872 |
(Registrants telephone number, including area code) |
|
(Former name or former address, if changes since last report) |
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):
.
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
.
Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))
.
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
.
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Our disclosure in this Current Report on Form 8-K contains some forward-looking statements especially, (but not limited to) as relates to our reference to our wholly owned subsidiary, House of Mohan Corporation and its website. Certain of the matters discussed concerning our operations and economic performance including, in particular, future sales, product demand and the market for our products include forward-looking statements.
Statements that are predictive in nature, that depend upon or refer to future events or conditions or that include words such as "expects," "anticipates," "intends," "plans," "believes," "estimates" and similar expressions are forward-looking statements. Although we believe that these statements are based upon reasonable assumptions, they are subject to several risks and uncertainties, and therefore, we can give no assurance that these statements will be achieved.
Investors are cautioned that our forward-looking statements are not guarantees of future performance and the actual results or developments may differ materially from the expectations expressed in the forward-looking statements.
Given these uncertainties, you should not place any reliance on these forward-looking statements. These forward-looking statements also represent our estimates and assumptions only as of the date that they were made. We expressly disclaim a duty to provide updates to these forward-looking statements, and the estimates and assumptions associated with them, after the date of this filing to reflect events or changes in circumstances or changes in expectations or the occurrence of anticipated events.
We undertake no obligation to publicly update any forward-looking statement, whether as a result of new information, future events or otherwise. You are advised, however, to consult any additional future disclosures we make in our reports on Form 10-K, Form 10-Q, Form 8-K, or their successors.
References to we, our the Company or the Registrant refer to Laufer Bridge Enterprises, Inc.
Item 1.01
Entry into a Material Definitive Agreement.
Reference is herewith made to a current report on Form 8-K as filed with the SEC on July 28, 2009, the full contents of which are hereby incorporated by reference and in particular, but not limited to, Exhibit 10.1 thereto entitled Share Exchange Agreement as dated July 22, 2009.
The Assignment and Assumption Agreement (Agreement) annexed hereto as Exhibit 10.4 conveys the fact that as of September 30, 2010 the Company assigned and transferred to Richard and Carol Laufer all of the Companys rights, title and interest in and to assets defined in such Agreement in exchange for them assuming certain of the Companys assumed liabilities as defined in such Agreement and the return of 9,530,000 shares of the Companys common stock. The Agreement was agreed to orally by all parties concerned on September 30, 2010 and reduced to writing thereafter.
Item 9.01
Financial Statements and Exhibits.
The following exhibits are filed as part of this Current Report.
(d)
Exhibits
10.4
Assignment and Assumption Agreement
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, Registrant has duly caused this report to be signed on its behalf of the undersigned hereunto duly authorized.
July 13, 2011
LAUFER BRIDGE ENTERPRISES, INC.
(Registrant)
/s/ Joel Stohlman
By: JOEL STOHLMAN, PRESIDENT
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Exhibit 10.4
ASSIGNMENT AND ASSUMPTION AGREEMENT
This Assignment and Assumption Agreement (the "Agreement") is effective as of the close of business on September 30, 2010, by and between Laufer Bridge Enterprises, Inc., a Nevada Corporation ("Assignor"), and Richard and Carol Laufer (collectively the Assignee).
RECITALS
A.
Whereas, pursuant to that certain Share Exchange Agreement dated as of July 22, 2009 (the Share Exchange Agreement), by and among Assignor, Creative Edge Nutrition, Inc. and others, Assignor agreed to assign and transfer to Assignee all of Assignor's right, title and interest in and to all the Assets as defined below related and incidental to the business of Assignor (the Business), as it was conducted on and prior to the Closing of the transactions contemplated by the Share Exchange Agreement. The final terms of the Agreement to assign the net assets were agreed to orally by all parties concerned on September 30, 2010 and reduced to writing thereafter.
B.
Whereas, pursuant to the Share Exchange Agreement, the parties thereto have agreed to cause Assignee to assume and to fully perform and satisfy and be liable for all of the liabilities and obligations of Assignor as defined below (the "Assumed Liabilities"), associated with the Business or Assets, and Assignee agreed to accept Assets and assume said liabilities.
C.
Whereas, for the purpose of this Agreement, Assets shall mean all personal property (both tangible and intangible), contracts, accounts receivables, equipment, fixtures, general Intangibles (such as telephone and fax numbers, e-mail addresses and website URLs), bank deposit accounts, cash, all present and future contracts, all patents, franchise rights, trademarks, service marks, trade names, inventions, processes, know-how, trade secrets, copyrights, licenses and other rights related and incidental to the Business, as conducted prior to the Closing of the transactions contemplated by the Share Exchange Agreement.
D.
Whereas, for the purpose of this Agreement, Assumed Liabilities shall mean any obligation of the Assignor under any contract or agreement, verbal or written, accounts payable, unfinished work-in-progress, accrued payroll and related taxes, and other current liabilities, checks issued in excess of deposits, deferred revenue, taxes payable, deferred taxes, benefit obligations and any portion of current liabilities, any debt obligations, capital lease or similar obligations, security interest, encumbrances, levies, liens or charge of any kind, whether voluntarily incurred or arising by operation of law or otherwise, against any Asset, claims and causes of action, damages, demands, lost profits, suits, actions, judgments, assessments, costs and expenses, of any nature related and/or incidental to the Business.
NOW, THEREFORE, for good and valuable consideration (consisting of the return of 9,530,000 shares of the Assignors common stock owned by the Assignee), the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1.
Assignment. Assignor hereby grants, sells, assigns, transfers, conveys and delivers to Assignees, their successors and assigns, all of Assignor's rights, title and interest under, in and to the Assets and Business.
2.
Assumption of Assumed Liabilities. Assignee hereby expressly assumes and agrees to pay, perform and/or discharge in accordance with their terms the Assumed Liabilities.
3.
Further Assurances. Each of Assignor and Assignee agree to execute such other documents and take such other actions as may be reasonably necessary or desirable to confirm or effectuate the assumption contemplated hereby.
4.
Binding Effect. This Agreement and the covenants and agreements herein contained shall be binding upon and inure to the benefit of Assignee and its successors and assigns and shall inure to the benefit of Assignor and its successors and assigns.
5.
Modification. This Agreement may be modified or supplemented only by written agreement of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed effective as of the date first above written.
ASSIGNOR
LAUFER BRIDGE ENTERPRISES, INC.
A Nevada Corporation
/s/ Joel Stohlman
By: Joel Stohlman
Its: President, Chairman and Chief Executive Officer
Dated: July 8, 2011
ASSIGNEE
/s/ Richard Laufer
Richard Laufer
Carol Laufer
Dated: July 13, 2011
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