____________________________________________________

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): ~~July~~September 627, 2007 MEDirect Latino, Inc. (Exact name of small business issuer as specified in its charter)

Florida	000-51795	20-1327083
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2101 West Atlantic Boulevard, Suite 101, Pompano Beach, FL 33069

(Address of principal executive offices)

954-321-3540

(Registrant’s telephone number, including area code)

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.)

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ]	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)

[ ] 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 CF$ 240.13e-4(c))

[ ] 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 CF$ 240.13e-4(c))

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Item 51.0201 Entry ~~Departure~~Into ofa ~~Certain~~Material ~~Officers, Election of Director, Appointment of Certain~~Definitive ~~Officers~~Agreement

~~The~~On ~~board~~September 13, 2007, MEDirect Latino, ~~nominated~~Inc. (the “Company”) entered into a Standstill Agreement (“Standstill Agreement”) by and ~~approved~~among ~~Mr.~~Raymond ~~Henry~~Talarico R(“Talarico”) and Debra L. ~~Autry~~Towsley (“Towsley”) as(each then a ~~director~~member toof ~~fill~~the Board of Directors of the ~~board~~Company), ~~vacancy~~Granite ~~created~~Creek byFlexCap MrI, L.P., ~~Ruben~~a ~~King-Shaw’s~~Company ~~resignation~~lender as(“Granite ~~Chairman~~Creek”), onRonald ~~June~~G. Williams 25and TBeck Capital Inc. (together, “Williams”), and Lyle J. Mortensen ~~2007~~(“Mortensen” and together with Williams, the “Additional Consenting Shareholders”). ~~Mr.~~The ~~Autry~~Standstill isAgreement relates to certain pending litigation among the ~~CEO~~parties, and is intended to remain in effect from the date of ~~Contrado~~the ~~Partners~~Standstill Agreement through October 7, a2007, ~~global~~unless ~~consulting~~earlier terminated ~~firm~~upon ~~based~~five indays ~~Chicago.~~prior Hewritten ~~previously~~notice ~~served~~by asone ~~CEO~~ of ~~Brigade~~the ~~Solutions; Senior~~parties. Pursuant ~~Vice~~to ~~President~~the ~~and~~Standstill ~~General~~Agreement ~~Manager~~(i) ofthe ~~World~~parties ~~Wide~~agreed ~~Travelers~~to ~~Cheque~~refrain ~~Group~~from oftaking ~~American~~certain ~~Express~~actions ~~Company;~~with ~~President~~respect ~~and~~to ~~COO~~the oflitigation ~~Release~~or ~~International;~~the ~~Senior~~other parties, (ii) the ~~Vice~~Company ~~President~~agreed ~~and~~not ~~Chief~~to ~~Administrative~~initiate ~~Officer~~any ofaction ~~Baxter~~with ~~International~~respect ~~with~~to a bankruptcy, ~~global~~liquidation ~~responsibility~~or ~~for~~other ~~manufacturing,~~similar ~~logistics~~proceeding, and ~~IT;~~(iii) Talarico, Towsley, Granite Creek and ~~Head~~the Additional Consenting Shareholders each agreed to refrain from calling or encouraging others to call a meeting of the Company’s shareholders or ~~Worldwide~~soliciting ~~Sales~~a atwritten ~~FedEx.~~consent Mrof the Company’s shareholders. In addition, ~~Autry~~(i) isTalarico anand ~~experienced~~Towsley ~~public~~each ~~director~~agreed ~~having~~not to hold himself or herself ~~most~~out ~~recently~~as ~~served~~officers onof the ~~board~~Company, (ii) Mortensen agreed not to hold himself out as a director or authorized agent of ~~Hyperion~~the ~~Solutions~~Company, (~~NASDAQ: HYSL~~iii) ~~from~~Williams agreed not to ~~2000~~hold ~~until~~himself ~~2007~~out ~~when~~as ~~the~~an ~~company~~authorized ~~was~~agent ~~acquired~~of bythe ~~Oracle~~Company, ~~Corp.~~and ~~for~~(iv) ~~$2.4~~each of Talarico, ~~billion. Additionally~~Towsley, ~~Mr.~~Mortensen, ~~Autry~~and ~~serves~~Williams onagreed ~~the~~not ~~board~~to take or attempt to take any action in which any of ~~Trinity~~them purports to be an officer or authorized agent of ~~Healthcare,~~the Company. Talarico aand $6Towsley ~~billion~~also ~~hospital~~agreed ~~system~~to assist the Company with respect to certain bank account and licensing matters.

The foregoing description of the Standstill Agreement is qualified in its entirety by reference to the complete text of the Standstill Agreement, which is filed as Exhibit 99.1 hereto and is incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On September 27, 2007, during a meeting of the Company’s Board of Directors, at which the Board of Directors considered, among other items, the de-registration of the Company’s common stock under the Securities Exchange Act of 1934, Talarico and Towsley resigned as members of the Company’s Board of Directors. Talarico and Towsley requested a temporary adjournment of the meeting, and tendered their written resignations to the Board of Directors after the meeting was resumed a few hours later. Neither Talarico nor Towsley was a member of any committee of the Board of Directors at the time of their resignations. The resignation letters state that Talarico and Towsley each disagrees with the direction of the Company and that they each have resigned because they do not believe they can act as directors of the Company without acting contrary to the Standstill Agreement. After accepting the resignations, the Board of Directors, as previously announced on Form 8-K, determined to take action to de-register the Company’s common stock. Accordingly, as of the same date, the Company filed a Certification and Notice of Termination of Registration under Section 12(g) of the Securities and Exchange Act of 1934 on Form 15 de-registering its common stock.

Copies of the letters of resignation delivered to the Board of Directors by Talarico and Towsley are attached hereto as Exhibit 99.2 and 99.3 respectively. The summary description of the Standstill Agreement set forth in Item 1.01 of this Form 8-K is incorporated by reference herein, and the Standstill Agreement is filed as Exhibit 99.1 hereto.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Business Acquired — Not Applicable

(b) Pro Forma Financial Information — Not Applicable

(d) Exhibits

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SIGNATURE

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.

MEDirect Latino, Inc.

	MEDirect Latino, Inc.

Dated: October 3, 2007	By:	/s/ Charles W. Hansen III
		Charles W. Hansen III
		Chief Executive Officer

Dated: July 6, 2007

By: /s/ Charles W. Hansen III

Charles W. Hansen III

President

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Exhibit No.

Standstill Agreement

Raymond Talarico Letter of Resignation

Debra Towsley Letter of Resignation

Filing Compare · MEDIRECT LATINO INC