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)

February 21, 2013

Tactical Air Defense Services, Inc.

(Exact name of registrant as specified in its charter)

________________________________________________

 (Former name or former address, if changed 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:

      .  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))

Section 1 – Registrant’s Business and Operations

Item 1.01

Entry into a Material Definitive Agreement.

On February 21, 2013, Tactical Air Defense Services, Inc., a Nevada corporation (the “Company”) entered into a Letter of Intent (the “LOI”) with Air 1 Flight Support, Inc., a Florida corporation (“Air 1 Flight Support”).

Pursuant to the terms of the LOI and subject to further negotiation, the Company will acquire 100% of the equity interest and assets of Air 1 Flight Support, including, but not limited to, certain maintenance, refueling and ground support equipment capable of supporting F-5 aircraft and other similar aircraft, such that following the transaction, Air 1 Flight Support will become a wholly owned subsidiary of the Company. In exchange, the existing shareholders of Air 1 Flight Support will be issued Five Million (5,000,000) shares of TADF’s Series C Preferred Stock. The parties have agreed to use their best efforts to close the Transaction within 30 days of execution of the LOI.

Item 7.01

Regulation FD Disclosure.

Press Releases

In connection with the LOI and concurrently with this Form 8-K, the Company issued a press release relating to the LOI as described in “Item 1.01 Entry Into Material Definitive Agreements” above.  A copy of this press release is furnished as an exhibit to this Report.

Section 9 – Financial Statements and Exhibits

Item 9.01

Financial Statements and Exhibits.

(c)

Exhibits.

Dated:   February 22, 2013

SIGNATURE

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.