SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 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~~ 12February 18, ~~2012~~2013

Infusion Brands International, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-51599	54-2153837
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
of Incorporation)	Number)	Identification Number)

14375 Myerlake Circle

Clearwater, FL 33760

(Address of principal executive offices) (zip code)

(727) 230-1031

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Copies to:

Darrin M. Ocasio, Esq.

Sichenzia Ross Friedman Ference LLP

61 Broadway, 32 nd 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 Instructions 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 15.0102 ~~Entry~~Departure ~~Into~~of aDirectors ~~Material~~or ~~Definitive~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On ~~September~~February 1218, ~~2012~~2013, ~~Infusion~~the ~~Brands~~Board ~~International,~~of ~~Inc.~~Directors (the “~~Company~~Board”) ~~purchased~~of ~~from~~Infusion ~~CD3~~Brands ~~Holdings~~International, Inc. (~~“CD3”) a promissory note in~~ the ~~principal amount of One Million Dollars ($1,000,000) (the~~ “~~CD3 Note~~Company”), ~~which~~accepted ~~is due and payable on October 15,~~Robert ~~2012~~DeCecco ~~(the~~III’s ~~“CD3~~resignation ~~Maturity~~as ~~Date”)~~Chairman. ~~Additionally,~~Mr. ~~under~~DeCecco ~~the~~remains ~~terms of~~ the ~~CD3 Note, on the CD3 Maturity Date, CD3 shall pay the~~ Company’s ancurrent ~~additional $75~~President,~~000~~ ~~payment~~Chief ~~for~~Executive ~~reimbursement of legal fees~~Officer, ~~due diligence~~ and ~~other~~a ~~costs incurred by the Company~~Director. ~~CD3~~ ~~may~~There ~~prepay~~were ~~the~~no ~~CD3~~disagreements ~~Note, in whole~~ or indisputes ~~part,~~between ~~without penalty, upon not less than three days’ prior notice~~Mr. ~~Notwithstanding the~~DeCecco ~~foregoing,~~and ~~if CD3 consummates an equity or debt financing, all net proceeds realized by CD3 shall be paid towards satisfaction of~~ the ~~CD3~~Company ~~Note.~~which ~~Upon~~led anto ~~Event of Default (as defined in~~ the ~~CD3 Note), the entire unpaid principal amount under the CD3 Note shall become due and payable~~resignation.

~~Item~~On 2February 18, 2013, the Board accepted Mary B.03 ~~Creation~~Mather’s ofresignation aas ~~Direct~~Secretary and appointed Mrs. Mather as the Company’s Treasurer. Mrs. Mather remains the Company’s current Chief Financial ~~Obligation~~Officer. There were no disagreements or andisputes ~~Obligation~~between ~~under~~Mrs. anMather and ~~Off-Balance~~the ~~Sheet~~Company ~~Arrangement~~which ofled ato ~~Registrant~~the resignation.

On February ~~September 12~~18, ~~2012~~2013, the ~~Company~~Board ~~sold~~appointed toAllen ~~Vicis~~Clary ~~Captial~~as ~~Master~~Secretary ~~Fund~~of ~~(“Vicis”) a promissory note in~~ the ~~principal~~Company. ~~amount~~Mr. ofClary ~~Two Million Dollars~~currently ~~($2,000,000)~~serves (as the ~~“Vicis Note~~Company’),s ~~which~~Chief isOperating ~~due~~Officer and ~~payable~~has onserved ~~October~~in ~~15,~~this ~~2012~~position ~~(the~~since ~~“Vicis~~June ~~Maturity Date’)~~2011. ~~Additionally,~~ ~~under~~He ~~the~~has ~~terms~~also ofserved ~~the~~in ~~Vicis~~this capacity ~~Note,~~from onJuly ~~the~~2009 ~~Vicis~~to ~~Maturity~~May ~~Date,~~2010 ~~the~~before ~~Company~~pursuing ~~shall~~and ~~pay~~founding ~~Vicis~~the anpersonal ~~additional~~productivity ~~$150,000 payment~~website ~~for~~jibidee.com. ~~reimbursement~~From of2005 ~~legal~~to ~~fees~~2009, Allen ~~due~~held ~~diligence~~Senior ~~and~~Manager ~~other~~positions ~~costs~~with ~~incurred~~Ideal byConsulting ~~Vicis.~~and ~~The Company may prepay the Vicis Note~~Tribridge, in ~~whole~~Inc. orand inwas ~~part,~~a ~~without~~General ~~penalty,~~Manager ~~upon~~of ~~not~~Fortis ~~less~~Software from ~~than~~2003 ~~three~~to ~~days’~~2005. ~~prior notice~~Mr. ~~Notwithstanding~~Clary ~~the~~holds ~~foregoing, if the Company consummates~~ an ~~equity~~engineering ordegree ~~debt~~from ~~financing, all net proceeds realized by~~ the ~~Company~~University ~~shall~~of beFlorida ~~paid~~and ~~towards~~an ~~satisfaction of the Vicis Note~~M.B.A. ~~Upon~~from anthe ~~Event~~University of ~~Default~~South Florida ~~(as~~where ~~defined~~he inserves on the ~~Vicis~~Advisory ~~Note),~~Board to the ~~entire~~USF ~~unpaid~~Center ~~principal~~for ~~amount~~Entrepreneurship ~~under~~and to the ~~Vicis Note~~Tampa ~~shall~~Bay ~~become~~Web ~~due~~Venture ~~and~~Entrepreneurs ~~payable~~organization.

~~Item~~On February 918, 2013, the Board appointed Shad Stastney as Chairman and Chief Strategy Officer of the Company.01 In conjunction with his appointment, he entered into an at-will employment relationship with the Company. ~~Financial~~In ~~Statements~~consideration for his services, he will receive a base salary of $175,000 and ~~Exhibits~~will be recommended for grant(s) of stock options of the Company. Payment of this base salary is deferred until, and the date on which such options are to be awarded is, the later of (i) January 1, 2014, or (ii) the date on which the Company’s securities held by the Company’s principal shareholder, Vicis Capital Master Fund, have been redeemed in full. Mr. Stastney has executed a standard and customary non-disclosure and non-competition agreement in conjunction with the employment arrangement.

10.1	Promissory Note dated September 12, 2012 issued to Vicis Capital Master Fund
10.2	Promissory Note dated September 12, 2012 issued to the Company by CD3 Holdings, Inc.

Mr. Stastney is the Chief Operating Officer and Head of Research for Vicis Capital, LLC, a company he jointly founded in 2004. Mr. Stastney also jointly founded Victus Capital Management LLC in 2001. From 1998 through 2001, Mr. Stastney worked with the corporate equity derivatives origination group of Credit Suisse First Boston, eventually becoming a Director and Head of the Hedging and Monetization Group, a joint venture between derivatives and equity capital markets. In 1997, he joined Credit Suisse First Boston's then-combined convertible/equity derivative origination desk. From 1994 to 1997, he was an associate at the law firm of Cravath, Swaine and Moore in New York, in their tax and corporate groups, focusing on derivatives. He graduated from the University of North Dakota in 1990 with a B.A. in Political Theory and History, and from the Yale Law School in 1994 with a J.D. degree focusing on corporate and tax law. Mr. Stastney is a director of China Hydro (NYSE:CHC), Master Silicone Carbide (PINK:MAST), China New Energy (PINK:CNER), Zurvita Holdings, Inc. (PINK:ZRVT), OptimizeRX (PINK:OPRX), Ambient (NASDAQ:AMBT), and netTALK.com (PINK:NTLK).

~~SIGNATURES~~Mr. Stastney is a member of Vicis Capital, LLC, the investment advisor to Vicis Capital Master Fund, which is the beneficial owner of approximately 91.1% of the Company’s issued and outstanding common stock.

~~Pursuant~~Item to9.01 ~~the~~Financial ~~requirements~~Statements ~~of the Securities~~ and ~~Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~Exhibits

	Infusion Brands International, Inc.
Dated: September 17, 2012	By: /s/ Mary Mather
	Name: Mary Mather
	Title: Chief Financial Officer

ExhibitNo.

Description

10.1

Letter Agreement by and between Infusion Brands International, Inc. and Shad Stastney dated as of February 18, 2013

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	Infusion Brands International, Inc.

Dated: March 18, 2013	By:	/s/ Mary Mather
	Name: Mary Mather
	Title: Chief Financial Officer

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