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

__________________________________________________________________

Date of Report (Date of earliest event reported): ~~October~~March 267, ~~2010~~2011

YesDTC Holdings, Inc.

(Exact Name of Registrant as Specified in Charter)

Nevada	333-155178
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)	~~(IRS Employer Identification No.)~~
300 Beale Street Suite 613 San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)

300 Beale Street Suite 613 San Francisco, CA		94105
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (925) 922-2560

(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:

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

o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o	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 ~~October~~March 267, ~~2010~~2011, ~~November~~Joseph 4,A. ~~2010~~Noel, ~~November~~Chief 9,Executive ~~2010,~~Officer ~~November~~of ~~17,~~YesDTC ~~2010~~Holdings, ~~December~~Inc. 21(the “Company”) converted a portion of the balance due from promissory notes in the principal amount of $183,000, ~~2010~~which ~~and~~were originally issued on various dates between January 5, 2011, ~~YesDTC~~and March 7, ~~Inc~~2011. On this date, a$118,000 ~~wholly~~of ~~owned~~the ~~subsidiary~~notes were converted to common shares at a price of ~~YesDTC~~$0.0254 ~~Holdings,~~resulting ~~Inc~~in Mr. (Noel being issued an aggregate of 4,645,669 shares of the “Company”)’s ~~issued~~common ~~promissory~~stock. The ~~notes~~converted inamount is calculated as the ~~principal~~original ~~amounts~~note balances of $25183,000.00, ~~$7,000,~~less $2545,000, ~~$30,000,~~paid ~~$45~~back to Mr. Noel,~~000~~ ~~and~~less the remaining $1520,000, ~~respectively~~balance (on the ~~“Notes”),~~notes. No tointerested ~~Joseph~~was Acalculated on any of the note balances and Mr. Noel. ~~The~~waived ~~notes~~repayment ~~bear~~of the unpaid interest. atIn connection with the ~~rate~~conversion of ~~10%~~the ~~per~~promissory ~~annum~~notes, ~~payable~~Mr. ~~monthly~~Noel orwas ~~upon~~also ~~maturity,~~issued ~~and~~warrants ~~mature~~to 90purchase ~~days~~an ~~from~~aggregate of 4,645,669 shares of the ~~date~~Company’s common stock at an exercise price of ~~issuance~~$0.0254 ~~Mr.~~per ~~Noel~~share isfor ~~the~~a ~~chief~~term ~~executive~~of ~~officer~~3 years. The shares and warrants were issued in reliance upon an exemption from registration provided by Section 3(a)(9) ~~director~~under the Securities Act, which exempts transactions by an issuer involving exchanges of ~~the~~its ~~Company~~outstanding debt and equity securities for newly issued debt and equity securities.

OnIn ~~November~~addition, 17on March 7, ~~2010~~2011, ~~the~~Mr. ~~Company~~Noel ~~entered~~converted ~~into~~the anote ~~subscription~~in ~~agreement~~the ~~with~~principal ~~one~~amount ~~accredited~~of ~~investor~~$40,000.00 ~~pursuant~~dated toDecember ~~which~~19, ~~the~~2009 ~~Company~~into ~~issued~~an ~~and~~aggregate ~~sold~~of 710,~~500~~000,000 shares of the Company’s common stock ~~for proceeds of $150,000~~. The shares were issued in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act ~~of 1933~~, ~~as amended (the “Securities Act”),~~ which exempts transactions by an issuer not involving a public offering.

On March 14, 2011, Mr. Noel converted promissory notes in the principal amount of $107,000.00, which were originally issued on various date between November 194, 2010 and December 21, 2010, and also converted the ~~Company~~remaining ~~entered~~$20,000.00 ~~into~~balance from notes previously issued. The notes dated between November 4, 2010 and December 21. 2010 notes had a ~~subscription~~balance ~~agreement~~due ~~with~~to ~~one~~Mr. ~~accredited~~Noel ~~investor~~of ~~pursuant~~$97,000.00, which was the original balance of $107,000.00 less $10,000.00 repaid to Mr. Noel. Thus, the total amount converted to common shares at $0.015 was $117,000.00, which was the ~~Company~~balance due on the notes dated from November 4, 2010 to December 21, 2010 of $97,000.00 plus the $20,000.00 due on balances of previously issued notes. No interested was calculated on any of the note balances and ~~sold~~Mr. 2Noel waived repayment of the unpaid interest. This resulted in Mr. Noel being issued 7,~~500~~800,000 shares. Mr. Noel was also issued warrants to purchase an aggregate of 7,800,000 shares of the Company’s common stock ~~for~~at ~~proceeds~~an exercise price of $~~50,000~~0. 015 per share for a term of 3 years. The shares and warrants were issued in reliance upon an exemption from registration provided by Section 43(2a)(9) under the Securities Act, which exempts transactions by an issuer ~~not~~ involving aexchanges ~~public~~of ~~offering~~its outstanding debt and equity securities for newly issued debt and equity securities.

On December 27, 2010, the Company entered into a subscription agreement with two accredited investors pursuant to which the Company issued and sold an aggregate of 2,500,000 shares of the Company’s common stock for proceeds of $50,000. The shares were issued in reliance upon an exemption from registration provided by Section 4(2) under the Securities Act, which exempts transactions by an issuer not involving a public offering

On January 7, 2011, Mr. Noel converted promissory notes in the principal amounts of $3,000, $10,000, $35,000, $41,000, $60,000 and $25,000, which were originally issued by YesDTC, Inc. to Mr. Noel on September 8, 2010, September 9, 2010, September 15, 2010, October 6, 2010, October 14, 2010 and October 26, 2010, respectively (the “Converted Notes”) together with accrued but unpaid interest on the Converted Notes of $3,292.27 into an aggregate of 7,114,613 shares of the Company’s common stock. The shares were issued in reliance upon an exemption from registration provided by Section 3(a)(9) under the Securities Act, which exempts transactions by an issuer involving exchanges of its outstanding debt and equity securities for newly issued debt and equity securities.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 3.02 Unregistered Sales of Equity Securities

Reference is made to the disclosure set forth under Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated herein by reference.

Item 8.01. Other Events.

On January 11, 2011, the Company issued a press release announcing the conversion of promissory notes by Mr. Noel. The press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Promissory Note, dated October 26, 2010

10.2 Promissory Note, dated November 4, 2010

10.3 Promissory Note, dated November 9, 2010

10.4 Promissory Note, dated November 17, 2010

10.5 Promissory Note, dated December 21, 2010

10.6 Promissory Note, dated January 5, 2011

10.7 Form of Subscription Agreement

99.1 Press Release of YesDTC Holdings, Inc. dated January 11, 2011

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.

	YESDTC HOLDINGS, INC.
Date: January 13, 2011	By:	/s/ Joseph A. Noel
Date: March 22, 2011	By:	/s/ Joseph A. Noel
		Name: Joseph A. Noel
		Title: Chief Executive Officer

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