UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) April 30, 2012
GDT TEK, Inc.
(Exact name of registrant as specified in its chapter)
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Florida (State or other jurisdiction of incorporation |
000-20259 (Commission File Number) |
27-0318532 (IRS Employer Identification No.) |
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8110 Ulmerton Ave. Largo, Florida (Address of principal executive offices) |
32803 (Zip Code) |
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(407) 574-4740 Registrant's telephone number, including area code |
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__________________________________________ (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 (see General Instruction A.2. below):
| £ | 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)) |
Item 8.01 – Other Events
On May 21, 2012, 30 Membership interests in DHS 2 LLC were sold as follows:
This certifies that John Thomas and Sue Taylor JTWROS purchased 30 Membership Interests valued at One Hundred Fifty Thousand Dollars ($150,000) in DHS 2 LLC (the “Company”) shown above, which Membership Interest is subject to the terms of the Limited Liability Company Agreement of DHS 2 LLC, dated as of April 30, 2012, as the same may be amended, restated, modified or supplemented from time to time in accordance with the terms thereof (the “Limited Liability Company Agreement”). This Membership was paid with 300,000 common shares of GDT Tek, Inc., stock (attached), valued at $.50 per share, and represent 30 Membership Interest
Item 9.01 – Financial Statements and Exhibits
10.2 DHS 2 LLC Form of Certificate
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 thereunto duly authorized.
| Dated: May 21, 2012 | GDT TEK , INC. |
| /s/Bo Linton | |
| By: Bo Linton | |
| Its: President and Chief Financial Officer (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) |
Exhibit 10.1
DHS 2 LLC Limited Liability Company Agreement
Dated as of April 30, 2012
FORM OF CERTIFICATE
THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR ANY STATE SECURITIES LAWS. ACCORDINGLY, SUCH MEMBERSHIP INTEREST MAY NOT BE SOLD, TRANSFERRED OR OTHERWISE DISPOSED OF WITHOUT COMPLIANCE WITH SUCH ACT AND SUCH STATE SECURITIES LAWS, AND THE COMPANY MAY REQUIRE AN OPINION OF COUNSEL SATISFACTORY TO IT THAT NO VIOLATION OF SUCH ACT AND SUCH STATE SECURITIES LAWS WILL RESULT FROM ANY PROPOSED SALE, TRANSFER, OR OTHER DISPOSITION OF SUCH MEMBERSHIP INTEREST.
THIS CERTIFICATE EVIDENCES A MEMBERSHIP INTEREST IN DHS 2 LLC (THE “COMPANY”) AND SHALL BE A SECURITY FOR THE PURPOSES OF ARTICLE 8 OF THE UNIFORM COMMERCIAL CODE AS IN EFFECT IN THE STATE OF COLORADO . TRANSFER OR ENCUMBRANCE OF THE MEMBERSHIP INTEREST REPRESENTED BY THIS CERTIFICATE IS RESTRICTED BY THE PROVISIONS OF THE LIMITED LIABILITY COMPANY AGREEMENT OF THE COMPANY, A COPY OF WHICH MAY BE INSPECTED AT THE PRINCIPAL OFFICE OF THE COMPANY, AND ALL THE PROVISIONS OF WHICH ARE INCORPORATED BY REFERENCE IN THIS CERTIFICATE.
| No. [1] |
DHS 2 LLC a Limited Liability Company under the laws of the State of Colorado
Membership Interest Certificate |
This certifies that John Thomas and Sue Taylor JTWROS is the owner of 30 Membership Interest valued at One Hundred Fifty Thousand Dollars ($150,000) in DHS 2 LLC (the “Company”) shown above, which Membership Interest is subject to the terms of the Limited Liability Company Agreement of DHS 2 LLC, dated as of April 30, 2012, as the same may be amended, restated, modified or supplemented from time to time in accordance with the terms thereof (the “Limited Liability Company Agreement”). This Membership was paid with 300,000 common shares of GDT Tek, Inc., stock (attached), valued at $.50 per share, and represent 30 Membership Interest
This Membership Interest Certificate may be transferred by the lawful holders hereof only in accordance with the provisions of the Limited Liability Company Agreement.
IN WITNESS WHEREOF, the said Company has caused this Membership Interest Certificate to be signed by its duly authorized Officer and accepted by its new Member or this 21 day of May, 2012.
| DHS 2 LLC John Thomas and Sue Taylor JTWROS | ||
| By: __/s/ Bo Linton_____________________________ | By: _/s/ John Thomas_________________________ | |
| Name: Bo Linton | Name: On Behalf of John Thomas and Sue Taylor | |
Title: President JTWROS