HDS INTERNATIONAL CORP. - Recent Material Event

Item 1.01       ENTRY INTO A MATERIAL DEFINITIVE AGREEEMENT

On January 2, 2013, we entered into a consulting agreement (the "Agreement") with The Holden Group, LLC, a Tennessee Limited Liability Company (the "Consultant").  Pursuant to the terms of the Agreement, we have agreed to pay to the Consultant $2,000 cash upon the execution of the Agreement; $500 on the first month anniversary of the Agreement; $500 on the second month anniversary of the Agreement; and, $500 on the third month anniversary of the Agreement.  We have also delivered to the Consultant 600,000 restricted shares of our common stock as per the terms of the Agreement


ITEM 3.02       UNREGISTERED SALE OF EQUITY SECURITIES.

On January 2, 2013, we issued 600,000 restricted shares of our common stock to The Holden Group, LLC, a Tennessee Limited Liability Company (the "Consultant") pursuant to the terms of a consulting agreement entered into on the same date.  The shares of common stock were issued pursuant to the exemption from registration contained in Section 4(2) of the Securities Act of 1933, as amended.  The Consultant was furnished with all the information that could be found in a Form S-1 registration statement and the Consultant is a sophisticated investor.


ITEM 7.01       REGULATION FD DISCLOSURE.

On January 3, 2013, we announced via a press release that we engaged The Holden Group, LLC as a business development consultant.


ITEM 9.01       EXHIBITS.

Exhibit
Document Description
   
10.1
Professional Services Consulting Agreement with The Holden Group, LLC – January 2, 2013.
99.1
Press Release – January 3, 2013.





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 3rd day of January, 2013.

 
HDS INTERNATIONAL CORP.
 
 
 
 
 
BY:
TASSOS RECACHINAS
   
Tassos Recachinas
   
President


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