Item 1.01 Entry Into a Material Definitive Agreement

As previously disclosed on the Current Report on Form 8-K filed with the Securities and Exchange Commission on August 12, 2011, Zurvita Holdings, Inc. (the "Company") entered into an oral agreement with an accredited investor (the "Investor"), subject to further negotiations, to sell to the Investor certain securities, including but not limited to convertible preferred stock and warrants to purchase common stock of the Company (the "Private Placement Securities"). The purchase price of the Private Placement Securities was expected to be $1.5 million, which funds were received from Investor on August 8, 2011.

On December 6, 2011, the Company and the Investor agreed in increase the total purchase price of the Private Placement Securities by $1.3 million, which increase in purchase price is anticipated to have a proportionate increase in the amount of the Private Placement Securities to be sold to the Investor. The additional purchase price was received from the Investor on December 6, 2011.

A Preferred Stock purchase agreement and other related transaction documents (the "Transaction Documents") are in the process of being negotiated with Investor and, accordingly, have not been executed at this time. The Private Placement Securities will be issued to Investor upon the execution of the Transaction Documents.

The foregoing is not a complete summary of the expected terms of the private placement described in this Item 1.01.

Item 3.02 Unregistered Sale of Equity Securities

The information contained in Item 1.01 above is incorporated herein by reference in response to this Item 3.02.

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