SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~June~~April 1319, 2007 ~~2006~~

~~____________________~~__________________

NS8 CORPORATION

(Exact name of Registrant as specified in its ~~Charter~~charter)

~~_____________________________________________~~_________________________

Delaware (State or other jurisdiction of incorporation) 333-75956 (Commission File Number) 13-4142621 (~~I.R.S.~~IRS Employer Identification No.)

~~1420~~Suite ~~Fifth Avenue~~200, ~~22nd~~1311 ~~Floor~~Howe ~~Seattle~~Street, WAVancouver, British Columbia (Address of Principal Executive Offices) ~~98101~~V6Z 2P3 (Zip Code)

Registrant’s telephone number, including area code: (~~206~~604) ~~521~~677-~~5986~~6994

Former Name or Former Address, if Changed Since Last Report: ~~Not applicable~~

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))

1420 Fifth Avenue, 22nd Floor, Seattle, Washington 98101

~~ITEM~~Check ~~1.01~~ the appropriate ~~ENTRY~~box ~~INTO~~below Aif ~~MATERIAL~~the ~~DEFINITIVE~~Form ~~AGREEMENT~~8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

A.o Written communications pursuant On June 8, 2006, NS8 Corporation (the “Company”) executed a Service Distribution Agreement (the “Service Agreement”) with Advanced Datanetwork Communications Co., Ltd., a Thai Limited company, through Buddy Broadband, its internet protocol television (IPTV) service brand (collectively, “ADC”). Pursuant to ~~the~~Rule ~~Service~~425 ~~Agreement,~~under the ~~Company~~Securities ~~and~~Act ~~ADC agreed to enter into a business arrangement whereby the Company will provide ADC with certain products and services~~ (~~the~~17 ~~“iWave~~CFR PC Distribution Platform”) for the purpose of facilitating ADC’s business of providing digital content services to end-consumers by means of its internet personal computer (PC) video on demand (VOD) services (“ADC’s Services”)230.425)

B.o Soliciting material Bypursuant ato Rule ~~certain~~14a-12 ~~iWave~~under ~~VOD Content Supply Agreement (~~the ~~“Content~~Exchange ~~Supply~~Act ~~Agreement”) dated June 8, 2006, the Company and ADC agreed that ADC has the option to license certain content~~ (~~the~~17 ~~“Content”)~~CFR ~~from the Company for ADC’s IPTV and internet PC VOD services according to the distribution rights of each individual program~~240. ~~The Services Agreement and the Content Supply Agreement are hereinafter collectively referred to as the “Agreements”.~~14a-12)

C.o Pre-commencement communications ~~Pursuant~~ pursuant to ~~the~~Rule ~~terms of the Service Agreement the Company will make its products and services~~ 14d-2(~~the “iWave Services”~~b) ~~available~~under ~~to ADC for~~ the ~~term~~Exchange ofAct ~~the Agreement~~ (~~the~~17 ~~“Services~~CFR ~~Term”) being a term of three years from the date of commencement of services, June 8, 2006~~240. The Service Agreement shall terminate on the third anniversary of the commencement date of services unless terminated earlier by the Company as provided in section 7.1 of the Service Agreement. The iWave Services granted to ADC includes the right for ADC to use the iWave PC Distribution Platform as part of ADC’s Services as contemplated within the Services Agreement within the Kingdom of Thailand.14d-2(b))

D.o Pre-commencement communications ~~Pursuant~~ pursuant to ~~the~~Rule ~~terms of the Content Supply Agreement the Company will license Content to ADC during the term of the Agreement, being three years from the date of commencement of services, June 8, 2006~~ 13e-4(~~the “Term”~~c). ~~The~~under ~~Term shall terminate on~~ the ~~third~~Exchange ~~anniversary~~Act of(17 ~~the~~CFR ~~commencement date of services unless terminated earlier by the Company as provided in section 12 of the Content Supply Agreement~~240. The license granted by the Company to ADC to use the Content includes the right for ADC to use the Company’s iWave Interactive Distribution Platform as part of ADC’s Services as contemplated within this Agreement within the Kingdom of Thailand.13e-4(c))

E. Under the Agreements fees are payable by ADC to the Company based on an agreed share of the net revenue collected by ADC from its customers. Under each of the Agreements ADC will pay to the Company on a monthly basis, a percentage share of all the charges actually collected from endSECTION 5-~~users~~CORPORATE ~~after~~GOVERNANCE ~~allocation~~AND of revenue share to payment of the appropriate content owner has been deducted. The Company and ADC will also share the revenue derived from advertising on ADC’s Services. As part of the Service Agreement, ADC will be provided, at no extra cost, all planned feature enhancements for 2006. The terms regarding the foregoing license fees, other fee payments due to the Company and payment schedules are described in Schedule A of the Agreements executed by the parties.MANAGEMENT

FItem 5.02. ~~Under~~Departure of ~~the~~Directors ~~Service~~or ~~Agreement~~Certain ~~the Company will provide ADC in the initial product release with internet PC VOD features for the iWave PC Distribution Platform, as follows: (i) General Systems Management~~Officers; ~~(ii)~~Election ~~Content~~of ~~Formats Delivery and Usage~~Directors; ~~(iii)~~Appointment ~~Digital~~of ~~Rights Management~~Certain Officers; ~~(iv)~~Compensatory ~~Download~~Arrangements ~~Manager;~~of (v) Asset and Catalog Management; (vi) Consumer User Interface (Consumer Program Guide); (vii) Access Management; (viii) User Management System; (ix) Ordering Management Systems; (x) Billing and Payment Methods; (xi) Advertising Management Applications; and (xii) Reporting ApplicationsCertain Officers.

~~G. Under the Content Supply Agreement the Company will license to ADC the Content provided to ADC in accordance Schedule B~~ (a) Resignation of ~~the Agreement~~Directors.

~~There~~On ~~are~~ April 18, no2007, ~~material~~Michael ~~relationships~~Waage ~~between~~resigned from the board of directors of NS8 Corporation (the “Company”). orMr. ~~its~~Waage’s ~~affiliates~~resignation was for personal reasons and did not ~~ADC, other~~ relate ~~than~~to inany ~~respect~~disagreement ofwith the Company on any matter relating to the Company’s operations, policies or practices.

~~Agreements~~On ~~that~~ April 18, ~~are~~2007, ~~described~~Ricardo ~~herein~~Rosado resigned from the board of directors of the Company. Mr. Rosado’s resignation related to a reorganization of the Company’s executive officers’ duties and functions. His resignation did not relate to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

(b) Resignation of Principal Officers.

On April 18, 2007, Ricardo Rosado resigned as Chief Financial Officer of the Company. Mr. Rosado’s resignation related to a reorganization of the Company’s executive officers’ duties and functions. His resignation did not relate to any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On April 18, 2007, the Company appointed George O’Leary as Chief Financial Officer of the Company.

As previously disclosed in our Form 8-K filed with the SEC on April 12, 2007, the Company appointed Mr. O’Leary to its board of directors. Mr. O’Leary is currently the President of SKS Consulting of South Florida Corp. (“SKS”) and is working with the Company under a one year consulting agreement, under which he will lead the implementation of the Company’s strategic plan. Prior to assuming his duties with NS8 Corp., he was and still is a consultant to NeoMedia (OTCBB:NEOM) and is helping the turn-around of that organization. He is currently a member of that entity’s board of directors. Prior to becoming a director of NeoMedia, Mr. O’Leary was a consultant to NeoGenomics (OTCBB:NGNM) and is also currently a member of its board. Mr. O’Leary started SKS in 2000 with the mission to help companies focus on execution of their core business while shedding their non-core business assets. From 1996 to 2000, Mr. O’Leary was CEO and President of Communication Resources Incorporated (CRI), where annual revenues grew from $5 million to $40 million during his tenure. Prior to CRI, Mr. O’Leary was Vice President of Operations of Cablevision Industries, where he ran $125 million of business until it was sold to Time Warner.

Pursuant to the terms of the Company’s consulting agreement, SKS will be paid $1,500 per day for services actually performed, with up to two weeks committed to the Company per month. The Company will also issue to SKS on a monthly basis 100,000 restricted shares of Company common stock, and a five-year warrant to purchase an additional 100,000 shares of Company common stock at $0.02 per share. SKS can earn up to an additional 500,000 five-year warrants with an exercise price of $0.04 per share, upon achievement of the following milestones: (i) warrant to purchase 125,000 shares after successful organizational restructuring by April 30, 2007, (ii) warrant to purchase 125,000 shares for completing a short term financing by April 30, 2007, (iii) warrant to purchase 125,000 shares after the Company operates at monthly breakeven by January 1, 2008, and (iv) warrant to purchase 125,000 shares after the Company’s stock price reaches $0.06 per share for a consecutive 30-day period. The consulting agreement is attached hereto as exhibit 10.45.

There is no family relationship between Mr. O’Leary and any other director or executive officer of the Company.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

Exhibit Number		Description

10.45		Consulting Agreement of SKS Consulting of South Florida Corp. with NS8 Corporation (1)

(1) Incorporated by reference to Registrant’s Form 8-K that was filed on April 12, 2007.

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.

	NS8 Corporation (Registrant)
Date: June 13, 2006	By:	/s/ Ricardo Rosado
Date: April 19, 2007	By:	/s/ Anthony Alda
		Ricardo Rosado
		Anthony Alda
		Chief Financial Officer
		Chairman, President and Chief Executive Officer

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