HDS INTERNATIONAL CORP. - Recent Material Event

Item 1.01             ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

On November 26, 2012, we entered into a settlement agreement and general release (the “Restructuring Agreement”) with holders of convertible drawdown promissory notes (the "Notes") issued on June 29, 2012.  Under the terms of the Notes, $60,000 was lent to us on June 29, 2012 with $90,000 to be lent to us on or before August 3, 2012.  The note holders failed to make the second loan of $90,000 to us and were in default under the Notes.  Under the Restructuring Agreement, we have resolved and settled any and all disputes and claims arising from the Notes; the Notes and any interest accrued there under was cancelled, set aside, and held for naught; and the amount due the note holders was converted to 17,142,858 restricted shares of our common stock.

 
ITEM 1.02             TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT

The convertible drawdown promissory notes issued on or about June 29, 2012 and referred to in Items 1.01 and 2.03 of our Form 8-K filed with the SEC on July 3, 2012 were terminated on November 26, 2012.
 
 
ITEM 3.02             UNREGISTERED SALE OF EQUITY SECURITIES

On November 20, 2012 we sold 10,000,000 restricted shares of our common stock to three individuals and received $35,000.00 therefore.  The sales were made pursuant to the exemption from registration contained in Reg. 506 of the Securities Act of 1933, as amended.


ITEM 7.01             REGULATION FD DISCLOSURE.

We today announced that we have completed a private placement financing and entered into a separate debt restructuring agreement.

 
ITEM 9.01             EXHIBITS.

Exhibit
Document Description
   
99.1
Press Release – November 27, 2012.







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SIGNATURES

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.

Dated this 27th day of November, 2012.

 
HDS INTERNATIONAL CORP.
   
   
 
BY:
TASSOS RECACHINAS
   
Tassos Recachinas
   
President














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