UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

AMENDMENT NO. 1 TO

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

May 15, 2013
Date of Report (Date of earliest event reported)

 

GDT TEK Inc.

(Exact name of registrant as specified in its charter)

 

Florida 000-20259 27-0318532
(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)

 

8110 Ulmerton Avenue    
Largo, Florida   32803
(Address of principal executive offices)   (Zip Code)

 

(407) 574-4740
Registrant’s telephone number, including area code

 

N/A

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K 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

 

This Amendment is being filed to correct the fiscal year end dates.

 

Assumption Agreement

 

Effective on May 15, 2013, GDT TEK, Inc., a Florida corporation (the “Company”), entered into an assumption of convertible notes and debt agreement (the “Assumption Agreement”) with Seamless Corporation, a private corporation organized under the laws of Nevada ("Seamless").

 

In November 2009, the Company merged with a subsidiary of Seamless pursuant to which Seamless survived the subsidiary's merger with the Company and, thus, Seamless became a wholly owned subsidiary of the Company. In accordance with the merger, the Company incurred substantial amount of debt to use as working capital to develop the assets of Seamless, which assets of Seamless are the S-Gen Mini Computer and corresponding patents and the Peer 2 Peer software and corresponding patents (collectively, the "Seamless Assets"). The debt is evidenced by the following convertible notes (collectively, the "Convertible Notes"):

 

Loan Number

 Loan Amount Principal Owed

Interest Owed to

June 30, 2010

 Interest Owed to June 30, 2011 Total Due per Loan
           
09-LF-101-1 150,000 75,000 6,250 6,250 87,500
09-LF-101-2 309,760 309,760 23,060 23,060 355,880
09-LF-101-3 64,000 64,000 4,604 4,604 73,208
09-LF-101-4 150,000 150,000 11,167 11,167 172,334
09-LF-101-5 90,000 90,000 5,700 5,700 101,400
09-LF-101-6 60,000       60,000       3,350       3,350       66,700
           
Total   748,760 54,131 54,131 857,022

 

On June 24, 2010, the Company entered into an agreement to sell all of the Company’s subsidiaries, including Seamless in consideration for the issuance of shares of common stock of the Company. Subsequent to the sale of Seamless, the Company retained the Convertible Notes, which Convertible Notes were reflected on the Company's audited financial statements for fiscal year ended June 30, 2010 (the "Financial Statements"). Approximately June 1, 2010, both the Company and Seamless had agreed that Seamless would assume the Debt. The Board of Directors of the Company has determined that it is in the best interests of the Company and its shareholders to evidence the assumption of debt by Seamless, to transfer all associated liability from the Company to Seamless (the "Assumption of Debt"), and to enter into the Assumption Agreement.

 

The Company intends to restate its Financial Statements and file amended Annual Reports on Form 10-k for fiscal year ended June 30, 2010. The Company intends to file all delinquent quarterly and annual reports within the next sixty days.

 

1
 

 

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

 

Item 9.01 Financial Statements and Exhibits

 

(a) Financial Statements of Business Acquired.

 

Not applicable.

 

(b) Pro forma Financial Information.

 

Not applicable.

 

(c) Shell Company Transaction.

 

Not applicable.

 

(d) Exhibits.

 

10.1 Assumption of Convertible Notes and Debt Agreement dated May 15, 2013 between GDT TEK Inc. and Seamless Corporation incorporated herein by reference to filing of Current Report on Form 8-K on May 20, 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.

 

 

GDT TEK Inc.

DATE:  May 24, 2013

 

/s/ Bo Linton                               

Name: Bo Linton

Title: President/Chief Executive Officer