8-K

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):  July 20, 2012

HEALTH DIRECTORY, INC.

(Exact name of registrant as specified in its charter)

Nevada	333-174581	80-0651816
(State of other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

1 Hampshire Court

Newport Beach, CA 92660

(Address of principal executive office)

(949) 642-7816

(Registrant's telephone number, including area code)

6312 Seven Corners Center #303, Falls Church, Virginia 22044

(Former name, former address and former fiscal year, 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:

[  ]  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))

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Item 1.01  Entry into a Material Definitive Agreement

On July 18, 2012, a Common Stock Purchase Agreement between Health Directory, Inc. and Humaira Haider (“Seller”) and Middle East Ventures FZE (“Purchaser”), was entered into for the sale and purchase by Middle East Ventures FZE of Three Million (3,000,000) shares of Common Stock, par value $0.001, of Health Directory, Inc. (“Registrant”), representing approximately 79.8% of the Registrant’s issued and outstanding common shares.  The shares to be sold represent all of the Seller’s interest in and to any securities of Registrant.  The sale of the shares was completed on July 20, 2012.

There is no family relationship or other relationship between the Seller and Purchaser and there are no arrangements or understanding among the members of the former or new control group with respect to election of directors or other matters.

Pursuant to the terms of the Common Stock Purchase Agreement, the Purchaser acquired 3,000,000 shares of the Registrant’s Common Stock, par value $0.001, for a total of Twenty Five Thousand ($25,000) US Dollars, the “Purchase Price”.

This was a private transaction between Seller and Purchaser and no new shares of the Registrant were sold or issued.

Item 5.01  Changes in Control of Registrant

The information required by this Item 5.01 is incorporated herein by reference to Item 1.01, Entry into a Material Definitive Agreement and Item 5.02, Departure of Directors or Certain Officers; Election of Directors, Appointment of Principal Officers; Compensatory Arrangements of Certain Officers.

All funds ($25,000 US Dollars) for the purchase of 3,000,000 shares of the Registrant’s Common Stock, par value $0.001, were provided from the Purchaser’s personal funds.

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

Effective July 20, 2012, the board of directors appointed Rowland W. Day to fill a vacancy on the board of directors.

Humaira Haider, the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director resigned from the board of directors and resigned as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director.  Rowland W. Day was appointed as the Company’s President, Chief Executive Officer, Chief Financial Officer and Secretary.  Ms. Humaira Haider resignation as both an officer and director was not the result of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

Rowland W. Day, 78 years of age, President, Chief Executive Officer, Chief Financial Officer, Secretary and Director.  From 2002 to 2011 Mr. Day was the Chief Executive Officer of ROI Healthcare Solutions LLC and from late 2011 to the present has been a consultant to the health care industry.

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As of the date of this filing, there has not been any material plan, contract or arrangement (whether or not written) to which Mr. Day is a party in connection with this appointment as a director and an officer of this Company.

No transactions occurred in the last two years to which the Company was a party in which Mr. Day had or is to have a direct or indirect material interest.

Item 8.01  Other Events

Effective July 20, 2012, the temporary executive office is located at 1 Hampshire Court, Newport Beach, CA 92660.  The telephone number is (949) 642-7816 and the fax number is (949) 642-1274.

Item 9.01  Financial Statements and Exhibits

The exhibits listed in the following Exhibit Index are filed as part of this Current Report on Form 8-K.

Exhibit No.	Description
2.1	Common Stock Purchase Agreement dated July 20, 2012

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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.

	Health Directory, Inc.
Date:  July 24, 2012	By:  /s/ Rowland W. Day
	Rowland W. Day
	Chief Executive Officer

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EX-2.1

STOCK PURCHASE AGREEMENT

Dated as of July 18, 2012

By and Among

MIDDLE EAST VENTURES FZE,

HUMAIRA HAIDER

and

HEALTH DIRECTORY, INC.

Table of Contents

SECTION 1. CONSTRUCTION AND INTERPRETATION	1
1.1. Principles of Construction.	1
SECTION 2.  THE TRANSACTION	2
2.1. Purchase Price:	2
2.2. Transfer of Shares and Terms of Payment:	2
2.3. Closing.	2
SECTION 3.  REPRESENTATIONS AND WARRANTIES	2
3.1. Representations and Warranties of the Seller:	2
3.2. Covenants of the Seller and the Company.	4
SECTION 4.  MISCELLANEOUS	7
4.1. Expenses.	7
4.2. Governing Law.	7
4.3. Resignation of Old and Appointment of New Board of Directors and Officers.	7
4.4. Disclosure.	7
4.5. Notices.	7
4.6. Parties in Interest.	8
4.7. Entire Agreement.	8
4.8. Amendments.	9
4.9. Severability.	9
4.10. Counterparts.	9

STOCK PURCHASE AGREEMENT

This stock purchase agreement (“Agreement”), dated as of July 18, 2012, is entered into by and among HEALTH DIRECTORY, INC. (“Health Directory” or the “Company”), HUMAIRA HAIDER, (the “Seller”), and MIDDLE EAST VENTURES FZE (the “Purchaser” and together with the Company and the Seller, the “Parties”).  

W I T N E S S E T H:

WHEREAS, the Seller is a shareholder of Health Directory, a corporation organized and existing under the laws of the State of Nevada, who owns and controls in the aggregate 3,000,000 shares of common stock, par value $0.001 per share, of the Company (the “Shares”), which represents approximately 79.8% of the 3,759,400 issued and outstanding Shares.

WHEREAS, the Purchaser desires to acquire all of the Shares owned by the Seller.

NOW, THEREFORE, in consideration of the premises and of the covenants, representations, warranties and agreements herein contained, the Parties have reached the following agreement with respect to the sale by the Seller of such Shares to the Purchaser:

SECTION 1. CONSTRUCTION AND INTERPRETATION

1.1. Principles of Construction.

(a) All references to Articles, Sections, subsections and Appendixes are to Articles, Sections, subsections and Appendixes in or to this Agreement unless otherwise specified.  The words “hereof,” “herein” and “hereunder” and words of similar import when used in this Agreement shall refer to this Agreement as a whole and not to any particular provision of this Agreement.  The term “including” is not limiting and means “including without limitations.”  

(b) In the computation of periods of time from a specified date to a later specified date, the word “from” means “from and including;” the words “to” and “until” each mean “to but excluding;” and the word “through” means “to and including.”

(c) The Table of Contents hereto and the Section headings herein are for convenience only and shall not affect the construction hereof.

(d) This Agreement is the result of negotiations among and has been reviewed by each Party’s counsel.  Accordingly, this Agreement shall not be construed against any Party merely because of such Party’s involvement in its preparation.  

(e) Wherever in this Agreement the intent so requires, reference to the neuter, masculine or feminine shall be deemed to include each of the other, and reference to either the singular or the plural shall be deemed to include the other.  

SECTION 2.  THE TRANSACTION

2.1. Purchase Price.

The Seller hereby agree to sell to the Purchaser, and the Purchaser, in reliance on the representations and warranties contained herein, and subject to the terms and conditions of this Agreement, agrees to purchase from the Seller 3,000,000 Shares (the “Acquired Shares”) for a total purchase price of $25,000 (the “Purchase Price”), payable in full to the Seller according to the terms of this Agreement, in United States currency as directed by the Seller at closing of the transaction contemplated in this Agreement (the “Closing”).  

2.2. Transfer of Shares and Terms of Payment.

In consideration for the transfer of the Acquired Shares by the Seller to the Purchaser, the Purchaser shall pay the Purchase Price in accordance with the terms of this Agreement.  Transfer of the shares and payment thereof shall be in the following manner:

i)

Upon execution of this Agreement, the Purchaser shall transfer the Purchase Price to Anslow & Jaclin, LLP (the “Escrow Agent”);

ii)

Simultaneously with the transfer of the Payment, the Seller shall deliver to the Escrow Agent, the certificates for the Acquired Shares duly endorsed for transfer or with executed stock powers medallion guaranteed attached to be released and delivered to Buyer upon receipt of the Purchase Price by the Escrow Agent.

2.3. Closing.

Subject to the terms and conditions of this Agreement, the Closing shall take place by wire transfer and overnight mail on or before July 20, 2012 (the “Closing Date”).  

SECTION 3.  REPRESENTATIONS AND WARRANTIES

3.1. Representations and Warranties of the Seller and the Company. The Seller and the Company hereby make the following representations and warranties to the Purchaser:

3.1.1

The Company is a corporation duly organized and validly existing under the laws of the State of Nevada and has all corporate power necessary to engage in all transactions in which it has been involved, as well as any general business transactions in the future that may be desired by its directors.

3.1.2

The Company is in good standing with the Secretary of State of Nevada.

3.1.3

Prior to or at Closing, all of the Company’s outstanding debts and obligations shall be paid off (at no expense or liability to the Purchaser) and the Seller shall provide evidence of such payoff to the Purchaser’s reasonable satisfaction.  Should the Purchaser discover any obligation of the Company that was not paid prior to the Closing Date, the Seller undertakes to indemnify the Purchaser for any and all such liabilities, whether outstanding or contingent at the time of Closing.  

3.1.4

The Company will have no assets or liabilities at the Closing Date.

3.1.5

The Company is not subject to any pending or threatened litigation, claims or lawsuits from any party, and there are no pending or threatened proceedings against the Company by any federal, state or local government, or any department, board, agency or other body thereof.

3.1.6

The Company is not a party to any contract, lease or agreement which would subject it to any performance or business obligations after the Closing.

3.1.7

The Company does not own any real estate or any interests in real estate.

3.1.8

The Company is not liable for any taxes, including income, real or personal property taxes, to any governmental or state agencies whatsoever.  The Company has timely filed all income, real or personal property, sales, use, employment or other governmental tax returns or reports required to be filed by it with any federal, state or other governmental agency and all taxes required to be paid by the Company in respect of such returns have been paid in full.  None of such returns are subject to examination by any such taxing authority and the Company has not received notice of any intention to require the Company to file any additional tax returns in any jurisdiction to which it may be subject.

3.1.9

The Company, to the actual knowledge of Seller, is not in violation of any provision of laws or regulations of federal, state or local government authorities and agencies.

3.1.10

The Seller either are or on the Closing Date will be, the lawful owners of record of the Acquired Shares, and the Seller presently have, and will have at the Closing Date, the power to transfer and deliver the Acquired Shares to the Purchaser in accordance with the terms of this Agreement.  The delivery to the Purchaser of certificates evidencing the transfer of the Acquired Shares pursuant to the provisions of this Agreement will transfer to the Purchaser good and marketable title thereto, free and clear of all liens, encumbrances, restrictions and claims of any kind.  

3.1.11

There are no authorized shares of the Company other than 500,000,000 Shares and 10,000,000 shares of preferred stock, par value $0.001 per share (the “Preferred Shares”).  As of the date of this Agreement, there are 3,759,400 outstanding Shares and no outstanding Preferred Shares.  Seller at the Closing Date will have full and valid title to the Acquired Shares, and there will be no existing impediment or encumbrance to the sale and transfer of the Acquired Shares to the Purchaser; and on delivery to the Purchaser of the Acquired Shares being sold hereby, all of such Shares shall be free and clear of all liens, encumbrances, charges or assessments of any kind; such Shares will be legally and validly issued and fully paid and non-assessable shares of the Company’s common stock; and all such common stock has been issued under duly authorized resolutions of the Board of Directors of the Company.

3.1.12

All issuances of the Company of Shares in past transactions have been legally and validly effected, without violation of any preemptive rights, and all of such shares of common stock are fully paid and non-assessable.

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3.1.13

There are no outstanding subscriptions, options, warrants, convertible securities or rights or commitments of any nature in regard to the Company’s authorized but unissued common stock or any agreements restricting the transfer of outstanding or authorized but unissued common stock. There are no shareholders agreements, voting agreements or other similar agreements with respect to the Company’s capital stock to which the Company is a party or, to the knowledge of the Company, between or among any of the Company’s shareholders.

3.1.14

There are no outstanding judgments, liens or any other security interests filed against the Company or any of its properties.

3.1.15

The Company has no subsidiaries.

3.1.16

The Company has no employment contracts or agreements with any of its officers, directors, or with any consultants; and the Company has no employees or other such parties.

3.1.17

The Company has no insurance or employee benefit plans whatsoever.

3.1.18

The Company is not in default under any contract, or any other document.

3.1.19

The Company has no outstanding powers of attorney and no obligations concerning the performance of the Seller concerning this Agreement.

3.1.20

The execution and delivery of this Agreement, and the subsequent closing thereof, will not result in the breach by the Company or the Seller of (i) any agreement or other instrument to which they are or have been a party or (ii) the Company’s Articles of Incorporation or Bylaws.

3.1.21

All financial and other information which the Company and/or the Seller furnished or will furnish to the Purchaser, including information with regard to the Company and/or the Seller contained in the SEC filings filed by the Company since its inception (i) is true, accurate and complete as of its date and in all material respects except to the extent such information is superseded by information marked as such, (ii) does not omit any material fact, not misleading and (iii) presents fairly the financial condition of the organization as of the date and for the period covered thereby.

The representations and warranties herein by the Seller shall be true and correct in all material respects on and as of the Closing Date hereof with the same force and effect as though said representations and warranties had been made on and as of the Closing Date.

The representations and warranties made above shall survive the Closing Date and shall expire for all purposes in the date numerically corresponding to the Closing Date in the twelfth month after the Closing Date.

3.2. Covenants of the Seller and the Company.  

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From the date of this Agreement and until the Closing Date, the Seller and the Company covenant the following:

3.2.1

The Seller will furnish Purchaser with all corporate records and documents, such as Articles of Incorporation and Bylaws, minute books, stock books, or any other corporate document or record (including financial and bank documents, books and records) requested by the Purchaser.

3.2.2

The Company will not enter into any contract or business transaction, merger or business combination, or incur any further debts or obligations without the express written consent of the Purchaser.

3.2.3

The Company will not amend or change its Articles of Incorporation or Bylaws, or issue any further shares or create any other class of shares in the Company without the express written consent of the Purchaser.

3.2.4

The Company will not issue any stock options, warrants or other rights or interests in or to its shares without the express written consent of the Purchaser.

3.2.5

The Seller will not encumber or mortgage any right or interest in their shares of the common stock being sold to the Purchaser hereunder, and also they will not transfer any rights to such shares of the common stock to any third party whatsoever.

3.2.6

The Company will not declare any dividend in cash or stock, or any other benefit.

3.2.7

The Company will not institute any bonus, benefit, profit sharing, stock option, pension retirement plan or similar arrangement.

3.2.8

At Closing, the Company and the Seller will obtain and submit to the Purchaser resignations of current officers and directors.

3.2.9

The Seller agrees to indemnify the Purchaser against and to pay any loss, damage, expense or claim or other liability incurred or suffered by the Purchaser by reason of the breach of any covenant or inaccuracy of any warranty or representation contained in this Agreement.

3.3

Representations and Warranties of the Purchaser. The Purchaser hereby makes the following representations and warranties to the Seller:

3.3.1

The Purchaser has the requisite power and authority to enter into and perform this Agreement and to purchase the shares being sold to it hereunder.  The execution, delivery and performance of this Agreement by such Purchaser and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action, and no further consent or authorization of such Purchaser is required.  This Agreement has been duly authorized, executed and delivered by such Purchaser and constitutes, or shall constitute when executed and delivered, a valid and binding obligation of such Purchaser enforceable against such Purchaser in accordance with the terms thereof.

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3.3.2

The Purchaser is, and will be at the time of the execution of this Agreement, an “accredited investor”, as such term is defined in Regulation D promulgated by the Commission under the Securities Act of 1933, as amended (the “1933 Act”), is experienced in investments and business matters, has made investments of a speculative nature and has purchased securities of United States publicly-owned companies in the past and, with its representatives, has such knowledge and experience in financial, tax and other business matters as to enable such Purchaser to utilize the information made available by the Company to evaluate the merits and risks of and to make an informed investment decision with respect to the proposed purchase, which represents a speculative investment.  The Purchaser has the authority and is duly and legally qualified to purchase and own shares of the Company.  The Purchaser is able to bear the risk of such investment for an indefinite period and to afford a complete loss thereof.  The information set forth on the signature page hereto regarding the Purchaser is accurate.

3.3.3

On the Closing Date, such Purchaser will purchase the Acquired Shares pursuant to the terms of this Agreement for its own account for investment only and not with a view toward, or for resale in connection with, the public sale or any distribution thereof.

3.3.4

The Purchaser understands and agrees that the Acquired Shares have not been registered under the 1933 Act or any applicable state securities laws, by reason of their issuance in a transaction that does not require registration under the 1933 Act (based in part on the accuracy of the representations and warranties of the Purchaser contained herein), and that such Acquired Shares must be held indefinitely unless a subsequent disposition is registered under the 1933 Act or any applicable state securities laws or is exempt from such registration.  In any event, and subject to compliance with applicable securities laws, the Purchaser may enter into lawful hedging transactions in the course of hedging the position they assume and the Purchaser may also enter into lawful short positions or other derivative transactions relating to the Acquired Shares, or interests in the Acquired Shares, and deliver the Acquired Shares, or interests in the Acquired Shares, to close out their short or other positions or otherwise settle other transactions, or loan or pledge the Acquired Shares, or interests in the Acquired Shares, to third parties who in turn may dispose of these Acquired Shares.

3.3.5

The Acquired Shares shall bear the following or similar legend:

“THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, NOR APPLICABLE STATE SECURITIES LAWS.  THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT OR (II) UNLESS SOLD PURSUANT TO RULE 144 OR RULE 144A UNDER SAID ACT.  NOTWITHSTANDING THE FOREGOING, THE SECURITIES MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT OR OTHER LOAN OR FINANCING ARRANGEMENT SECURED BY THE SECURITIES.”

3.3.6

The offer to sell the Acquired Shares was directly communicated to such Purchaser by the Company.  At no time was such Purchaser presented with or solicited by any leaflet, newspaper or magazine article, radio or television advertisement, or any other form of general advertising or solicited or invited to attend a promotional meeting otherwise than in connection and concurrently with such communicated offer.

3.3.7

The Purchaser represents that the foregoing representations and warranties are true and correct as of the date hereof and, unless such Purchaser otherwise notifies the Company prior to the Closing Date shall be true and correct as of the Closing Date.

3.3.8

The foregoing representations and warranties shall survive the Closing Date and for a period of one year thereafter.

SECTION 4.  MISCELLANEOUS

4.1. Expenses.

Each of the Parties shall bear his own expenses in connection with the transactions contemplated by this Agreement.  

4.2. Governing Law.

The interpretation and construction of this Agreement, and all matters relating hereto, shall be governed by the laws of the State of Nevada applicable to agreements executed and to be wholly performed solely within such state.

4.3. Resignation of Old and Appointment of New Board of Directors and Officers.

The Company and the Seller shall take such corporate action(s) required by the Company Articles of Incorporation and/or Bylaws to (a) appoint the below named persons to their respective positions, to be effective on the eleventh day following the Closing Date, and (b) obtain and submit to the Purchaser, together with all required corporate action(s) the resignation of the current board of directors, and any and all corporate officers and check signers as of the Closing Date.

Name	Position
Rowland W. Day	Director, President, CFO, CEO and Secretary

4.4. Disclosure.

The Seller and the Company agree that they will not make any public comments, statements, or communications with respect to, or otherwise disclose the execution of this Agreement or the terms and conditions of the transactions contemplated by this Agreement without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld.

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4.5. Notices.  

Any notice or other communication required or permitted under this Agreement shall be sufficiently given if delivered in person or sent by facsimile or by overnight registered mail, postage prepaid, addressed as follows:

If to Seller, to:

Humaira Haider

6312 Seven Corners Center, # 303

Falls Church, Virginia 22044

If to the Company:

Health Directory, Inc.

6312 Seven Corners Center, # 303

Falls Church, Virginia 22044

With a copy to (which shall not constitute notice):

Anslow & Jaclin, LLP

195 Route 9, Suite 204

Manalapan, NJ 07726

If to the Purchaser, to:

Middle East Ventures FZE

BC5 City Center

P.O. Box 10055

Ras al Khaimah Free Trade Zone

Ras al Khaimah-UAE

With a copy to (which shall not constitute notice):

Rowland W. Day II, Esq.

One Hampshire Court

Newport Beach, CA  92660

Or such other address or number as shall be furnished in writing by any such Party, and such notice or communication shall, if properly addressed, be deemed to have been given as of the date so delivered or sent by facsimile.

4.6. Parties in Interest.

This Agreement may not be transferred, assigned or pledged by any Party hereto, other than by operation of law.  This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective heirs, executors, administrators, successors and permitted assigns.

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4.7. Entire Agreement.

This Agreement and the other documents referred to herein contain the entire understanding of the Parties hereto with respect to the subject matter contained herein. This Agreement shall supersede all prior agreements and understandings between the Parties with respect to the transactions contemplated herein.

4.8. Amendments.

This Agreement may not be amended or modified orally, but only by an agreement in writing signed by the Parties.

4.9. Severability.

In case any provision in this Agreement shall be held invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions hereof will not in any way be affected or impaired thereby.

4.10. Counterparts.

This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier, PDF or facsimile transmission, any one of which shall constitute an original of this Agreement.  When counterparts of copies have been executed by all parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals.  The Parties agree that all such signatures may be transferred to a single document upon the request of any Party.

[-signature page follows-]

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IN WITNESS WHEREOF, each of the Parties hereto has caused its/his name to be hereunto subscribed as of the day and year first above written.  

Company:

HEALTH DIRECTORY, INC.

By: /s/ Humaira Haider

Name: Humaira Haider

Title: Chief Executive Officer

Seller:

By: /s/ Humaira Haider

Name: Humaira Haider, Individually

Purchaser:

MIDDLE EAST VENTURES FZE

By: /s/ RK

Name: ___________________

Title: Director

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