SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
Amendment No. 2
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 1, 2011
HDS INTERNATIONAL CORP.
(Exact name of registrant as specified in its charter)
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Nevada | 000-53949 | 26-3988293 |
(State or other jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) |
| Identification Number) |
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| 345 S. End Avenue #7P New York, NY 10280 |
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| (Address of principal executive offices) |
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| (212) 786-1290 |
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| (Registrant’s Telephone Number) |
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Copy of all Communications to:
Carrillo Huettel, LLP
3033 5th Avenue, Suite 400
San Diego, CA 92103
Telephone: 619.546.6100
Fax: 619.546.6060
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:
. Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
. Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
. 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))
EXPLANATORY NOTE: We are filing this Amendment No. 2 (the “Second Amendment”) to our Current Report on Form 8-K which was originally filed with the Securities and Exchange Commission (the “SEC”) on August 12, 2011 (the “Original Filing”) to correct a typographical error within the body of Amendment No. 1 to the Original Filing which was filed on August 15, 2011 as it did not reflect the proper name of AmeriSure Pharmaceuticals, LLC (“AmeriSure”) throughout the filing. With the exception of the foregoing items, no other information in the Original Filing has changed and this Second Amendment speaks as of the date hereof.
Additionally, on August 15, 2011, a Form 8-K (Film # 111037975) was filed in error as it was simply a duplicate of the Original Filing.
HDS International Corp.
Form 8-K
Current Report
ITEM 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
Serik Promissory Note
On August 1, 2011, HDS International Corp., a Nevada Corporation (the "Company"), executed an Unsecured Promissory Note (the "Serik Note") to Serik Enterprises, Inc. (“Serik"). Under the terms of the Serik Note, the Company has borrowed a total of fifteen thousand dollars ($15,000) from Serik, which accrues interest at an annual rate of ten percent (10%), and is due and payable on demand upon ten (10) days written notice from Serik. The Serik Note also contains customary events of default.
The foregoing summary description of the terms of the Serik Note may not contain all information that is of interest to the reader. For further information regarding the terms and conditions of said Serik Note, reference is made to the Serik Note, which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.
Settlement Agreement
On August 11, 2011, the Company entered into a Settlement Agreement and General Mutual Release (the “Settlement Agreement”) with AmeriSure Pharmaceuticals, LLC, a Delaware limited liability company (“AmeriSure”). Pursuant to the terms of the Settlement Agreement, the Company paid ten thousand dollars ($10,000) to AmeriSure for the cancellation of that certain Promissory Note (the “AmeriSure Note”) issued by the Company in favor of AmeriSure on June 20, 2011 to evidence funds previously loaned by AmeriSure. The AmeriSure Note had a principal amount of ten thousand ($10,000) and accrued simple interest at a rate of ten percent (10%) per annum and was due and payable on demand upon ten (10) days written notice.
The foregoing summary description of the terms of the Settlement Agreement may not contain all information that is of interest. For further information regarding the terms and conditions of the Settlement Agreement, reference is made to such agreement, which is filed as Exhibit 10.2, hereto, and is incorporated by reference.
ITEM 2.03
CREATION OF A DIRECT FINANCIAL OBLIGATION.
The information set forth above in Item 1.01 of this Current Report on Form 8-K related to the aforementioned Serik Note is incorporated herein by this reference.
ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 | Promissory Note to Serik Enterprises, Inc. dated August 1, 2011 | Filed with the SEC on August 12, 2011 as part of our Original Filing on Form 8-K. |
10.2 | Settlement Agreement with AmeriSure executed on August 11, 2011. | Filed with the SEC on August 15, 2011 as part of our First Amendment on Form 8-K/A. |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Date: August 16, 2011
HDS International Corp.
By: /s/ Mark Simon
Name: Mark Simon
Title: CEO and President