United States 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

~~November~~August 3017, ~~2010~~2011

Date of Report

[Date of Earliest Event Reported]

NETWORK DEALER SERVICES HOLDING CORP.

(Exact name of Registrant as specified in its charter)



Utah	77-0616375
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

1725 East 1450 South, Suite 340

Clearfield, Utah 84015

(Address of Principal Executive Offices)

(801) 927-4000

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year,

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 14-a-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 1.01 Entry into a Material Definitive Agreement.

On ~~November~~August 3017, ~~2010~~2011, the Company, through its wholly-owned subsidiary, Network Dealer Services, Inc., entered into ~~an agreement with PurWorld Technologies, LLC,~~ a ~~Texas~~settlement ~~limited~~agreement ~~liability company~~ (~~respectively, “PurWorld” and~~ the “Agreement”) with Xerox Corporation. There are no material relationships between the Company or any of its affiliates and ~~PurWorld~~Xerox Corporation, other than those in respect of the Agreement.

The Agreement ~~defines~~terminates aan ~~new~~equipment ~~marketing~~lease ~~and~~agreement ~~administrative~~entered ~~relationship~~into between ~~the~~Xerox ~~parties. PurWorld~~Corporation isand the ~~producer~~Company ofwhereby athe ~~line~~Company ofleased ~~automotive~~certain ~~cleansing~~print equipment and ~~odor~~software ~~removal~~from ~~products~~Xerox ~~called “DrivePur~~Corporation.” The ~~Agreement~~lease ~~is the beginning~~ of ~~a relationship between~~ the ~~parties~~equipment ~~whereby~~was ~~the~~non-cancelable ~~Company becomes the exclusive provider of marketing~~ and ~~administrative~~was ~~services~~not ~~for~~scheduled ~~PurWorld’s~~to ~~DrivePur~~terminate ~~product~~until ~~sold~~October inof ~~automobile dealerships~~2013. The Company ~~will~~sought ~~also~~to ~~act~~terminate ~~as an agent for~~ the ~~distribution~~lease ofwith ~~the~~Xerox ~~PurWorld~~Corporation ~~products,~~after ~~exclusively,~~determining inthat ~~the~~it ~~states~~would ofbe ~~Utah,~~more ~~Idaho,~~advantageous ~~Wyoming, Montana, eastern Washington, Nevada, Arizona and New Mexico, subject~~ to ~~production~~out-source ~~requirements to be agreed upon by~~ the ~~parties,~~Company’s printing. The ~~product~~aggregate ~~will~~amount bedue ~~sold~~ to ~~automobile~~Xerox ~~dealers~~Corporation ~~and~~under ~~their~~the ~~customers~~lease ~~through~~and aunpaid ~~marketing campaign created~~ by the Company was $346,334. 96. Under the Agreement, ~~we will provide and be paid for all~~ the ~~marketing~~Company ~~materials~~will ~~needed~~pay ~~under~~Xerox ~~and~~Corporation ~~all administrative services with respect to~~ the ~~program. The~~total ~~marketing~~amount ~~services~~of ~~to be provided include emails~~$265,000.00 ~~personalized~~in ~~URLs,~~30 ~~direct~~equal ~~mail~~monthly ~~and certain labels and other print materials~~payments. ~~The~~ This ~~administrative~~payment ~~services~~schedule toreduced ~~be provided under~~ the ~~Agreement~~amount ~~include~~otherwise ~~reporting,~~owed ~~inventory~~to ~~management~~Xerox Corporation and ~~the~~benefits ~~collection~~ the ~~disbursement~~Company ofby ~~proceeds~~making ~~from~~ the ~~sale~~monthly ofpayments ~~the~~more ~~DrivePur products~~manageable. ~~The~~After ~~initial~~termination ~~term~~ of the ~~Agreement is for a period of five years~~lease, ~~with automatic two year renewals thereafter;~~ the ~~Agreement~~Company ~~can~~will becontinue ~~terminated~~to byoffer ~~either~~all ~~party~~current onproducts ~~180~~and ~~days~~services ~~notice prior~~ to ~~the end of the initial term or any successive renewal term~~customers.

The foregoing is only a summary of the terms and provisions of the Agreement, a copy of which is attached hereto and incorporated herein by reference. See Item 9.01.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibit Description and Exhibit No.

10.1

Agreement between Network Dealer Services, Inc. and ~~PurWorld~~Xerox ~~Technologies,~~Corporation ~~LLC~~ dated ~~November~~August 3017, ~~2010~~2011.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this Current Report to be signed on its behalf by the undersigned hereunto duly authorized.

NETWORK DEALER SERVICES HOLDING CORP.

Date:	~~December~~August 622, ~~2010~~2011	By:	/s/ Lynn McCoy
			Lynn McCoy,
			Chief Operating Officer

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