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): ~~September~~October 826, 2010

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.)

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 ~~September~~October 826, 2010, ~~September~~November 94, 2010, ~~September~~November 159, 2010, ~~October~~November 617, 2010, December 21, 2010 and ~~October~~January 145, ~~2010~~2011, YesDTC, Inc., a wholly owned subsidiary of YesDTC Holdings, Inc. (the “Company”) issued promissory notes in the principal amounts of $725,000, $107,000, $3525,000, $4130,000, $45,000 and $6015,000, respectively (the “Notes”), to Joseph A. Noel. The notes bear interest at the rate of 10% per annum, payable monthly or upon maturity, and mature 90 days from the date of issuance. Mr. Noel is the chief executive officer and a director of the Company.

On ~~October~~November 1817, 2010 ~~(the “Effective Date”)~~, the Company entered into a ~~License~~subscription ~~Agreement~~agreement with ~~WordSmart~~one ~~Corporation~~accredited investor pursuant to which the Company issued and sold 7,500,000 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(~~“WordSmart”~~2) ~~for~~under the ~~“WordSmart”~~Securities ~~Product~~Act ~~Line~~of 1933, as amended (the “~~License~~Securities ~~Agreement~~Act”)., ~~Pursuant~~which toexempts ~~the~~transactions ~~License~~by ~~Agreement:~~an issuer not involving a public offering.

·On ~~WordSmart~~November ~~granted~~19, 2010, the Company, ~~among~~entered ~~other~~into ~~things,~~a ~~(i)~~subscription anagreement ~~exclusive~~with ~~limited~~one ~~license~~accredited investor pursuant to ~~market,~~which ~~distribute~~the ~~and~~Company ~~sell~~issued ~~the~~and ~~vocabulary~~sold ~~building~~2,500,000 ~~educational~~shares ~~product~~of ~~known~~the asCompany’s ~~WordSmart~~common instock ~~the~~for ~~United~~proceeds ~~States,~~of ~~Canada~~$50,000. The ~~United~~shares ~~Kingdom,~~were ~~New~~issued ~~Zealand,~~in ~~Australia,~~reliance ~~Ireland~~upon ~~and~~an ~~South~~exemption ~~Africa~~from ~~markets~~registration ~~and~~provided by Section 4(ii2) aunder ~~non-exclusive~~the ~~right~~Securities toAct, ~~manufacture~~which ~~the~~exempts ~~related~~transactions ~~products~~by an issuer not involving a public offering.

·On ~~The~~December 27, 2010, the Company ~~agreed~~entered into a subscription agreement with two accredited investors pursuant to ~~pay~~which ~~WordSmart~~the ~~royalties~~Company issued and sold an aggregate of 5%2,500,000 shares of ~~Net~~the ~~Collected~~Company’s ~~Sales~~common ~~(as~~stock ~~defined~~for proceeds of $50,000. The shares were issued in ~~the~~reliance ~~License~~upon ~~Agreement)~~an ~~plus~~exemption ~~additional~~from ~~royalties~~registration toprovided ~~pay~~by ~~for~~Section 4(2) under the ~~services~~Securities ofAct, ~~Alex~~which ~~Trebek~~exempts ~~and~~transactions ~~other~~by ~~actors.~~an ~~Royalty~~issuer ~~payments~~not ~~are~~involving ~~due~~a ~~quarterly.~~public offering

·On ~~The~~January ~~Company~~7, ~~agreed to make advance payments of $100~~2011,~~000~~ toMr. ~~WordSmart,~~Noel ~~which~~converted ~~will~~promissory benotes ~~credited~~in ~~against~~the ~~future~~principal ~~royalties.~~amounts Ofof ~~this~~$3,000, $~~100~~10,000, $2535,000, ~~was~~$41,000, ~~due upon signing and has been paid~~$60,000 and $5025,000, iswhich ~~due~~were 14originally ~~calendar~~issued ~~days~~by ~~after~~YesDTC, ~~the~~Inc. ~~Effective~~to ~~Date~~Mr. ~~This~~Noel ~~$50,000~~on isSeptember ~~fully~~8, ~~refundable~~2010, ifSeptember ~~WordSmart~~9, ~~fails~~2010, toSeptember ~~amend~~15, in2010, ~~writing~~October ~~its~~6, ~~services agreement~~2010, ~~dated~~October as14, of2010 ~~January~~and 24October 26, ~~2007~~2010, ~~with~~respectively ~~Gargoyle~~(the ~~Productions,~~“Converted ~~pursuant~~Notes”) totogether ~~which~~with ~~Alex~~accrued ~~Trebek~~but ~~acts~~unpaid asinterest anon ~~endorser~~the Converted Notes of ~~the~~$3,292.27 ~~WordSmart~~into ~~product~~an ~~line,~~aggregate ~~for~~of a7,114,613 ~~period~~shares of nothe ~~less~~Company’s ~~than~~common ~~two~~stock. The ~~years~~shares atwere aissued ~~royalty~~in ~~rate~~reliance ~~that~~upon isan atexemption ~~least~~from asregistration ~~favorable~~provided asby ~~the~~Section ~~current~~3(a)(9) ~~one.~~under ~~The~~the ~~remaining~~Securities ~~$25~~Act,~~000~~ ~~non-refundable~~which ~~payment~~exempts istransactions ~~due~~by 60an ~~days~~issuer ~~after~~involving ~~the~~exchanges ~~Effective~~of ~~Date~~its oroutstanding ondebt ~~such~~and ~~extended~~equity ~~date~~securities asfor ~~agreed~~newly toissued bydebt ~~the~~and ~~parties~~equity securities.

·Item If2.03 ~~WordSmart~~Creation ~~fails to reacquire the services~~ of ~~Alex Trebek for~~ a ~~period~~Direct ofFinancial atObligation ~~least~~or ~~two~~an ~~years~~Obligation under ~~terms~~an ~~and~~Off-Balance ~~conditions~~Sheet ~~acceptable~~Arrangement ~~to the Company within 60 days~~ of ~~the~~a ~~Effective Date, the Company may terminate the License Agreement in its entirety~~Registrant.

·Reference ~~The~~is ~~License~~made ~~Agreement~~to ~~has~~the adisclosure ~~term~~set offorth ~~one~~under ~~year,~~Item ~~and~~1.01 ~~may be renewed at the option~~ of ~~the~~this ~~Company,~~Current ~~for~~Report upon toForm ~~4 additional one year terms~~8-K, ~~subject~~which todisclosure ~~certain~~is ~~conditions~~incorporated ~~including~~herein ~~the receipt~~ by ~~WordSmart of at least $50,000 during each calendar quarter during the one year period immediately preceding the renewal term~~reference.

Item 23.~~03.~~02 ~~Creation~~Unregistered ofSales ~~a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement~~ of aEquity ~~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.~~Securities

Item 9.01.	Financial Statements and Exhibits.
(d)	Exhibits
10.1	Promissory Note, dated September 8, 2010
10.2	Promissory Note, dated September 9, 2010
10.3	Promissory Note, dated September 15, 2010
10.4	Promissory Note, dated October 6, 2010
10.5	Promissory Note, dated October 14, 2010
10.6	License Agreement for “WordSmart” Product Line, dated October 18, 2010, between the Company and WordSmart

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.

2Item 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: October 28, 2010	By:	/s/ Joseph A. Noel
Date: January 13, 2011	By:	/s/ Joseph A. Noel
		Name: Joseph A. Noel
		Title: Chief Executive Officer

3EXHIBIT INDEX

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

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