ThZeal - The Zeal


23961 Craftsman Road #L, Calabasas, California	91302
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code : (818) 224-5678

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))

Item 1.01

Entry into a Material Definitive Agreement.

On May 4, 2012, Fuel Doctor Holdings, Inc. (the “Company”) entered into an agency agreement (the “Agreement”), effective as of May 4, 2012 (the “Effective Date”) with Boko Consulting, Inc. (the “Agent”) pursuant to which the Agent will have the exclusive right and license to sell, market and distribute the Company’s fuel saving component which reduces the utilization of fuel known as “Fuel Doctor” (the “Product”) to potential clients in Nigeria, Niger, Liberia, Sierra Leone, Mail, Guinea Bissau, Gambia, Senegal, St. Helena, Mauritania, Burkina Faso, Benin, Togo, Ghana and Cape Verde (the “Territory”). The exclusivity of the Agreement is subject to the Agent meeting certain minimum purchase orders requirements during the Term (as defined below) of the Agreement as set forth below:


Contract Year Ending:	Minimum Number of Units Requirement
First six months (05/02/2012-11/1/2012)	1,000^*
Second six months (11/02/2012-5/1/2013)	3,000
Second year (05/02/2013-5/1/2014)	7,000
Third year (05/02/2014-5/01/2015)	15,000
Fourth year (05/02/2015-5/01/2016)	18,000
Fifth year (05/02/2016-05/01/2017)	22,000

* No more than 60 days or less than 30 days prior to the expiration of year one, Company will work toward revising the minimum number of unit requirements should Agent request an adjustment.

The Agreement shall have an initial term commencing on the Effective Date and ending on October 4, 2012 (the (“Term”), subject to the Agent’s ability to extend the term through May 4, 2017 provided that the Agent is then not in default under the Agreement. Notwithstanding the foregoing, the Agreement may be terminated (i) by either party upon a material breach of the Agreement (ii) by the Company upon a change of ownership of the Agent or (iii) by mutual written agreement of the parties. The Agent shall have the option to extend the term for an additional five-year term upon delivery of written notice to Company no earlier than 180 days or later than 90 days prior to the expiration of the Term and the option shall be based on satisfying, among other things, the quantity order requirements set forth below:


Contract Year Ending:	Minimum Number of Units Requirement
Sixth year (05/02/2017-05/01/2018)	29,000
Seventh year (05/02/2018-05/01/2019)	40,000
Eighth year (05/02/2019-05/01/2020)	60,000
Ninth year (05/02/2020-05/01/2021)	80,000
Tenth year (05/02/2021-05/01/2022)	To Be Discussed

In consideration for the grant of the exclusive license, the Agent agreed to provide the Company with certain fees for each Product purchased by Agent. The fees payable to the Company shall be for a period of 12 months after the Effective Date of the Agreement and thereafter the Company and Agent may mutually agree upon any price modification. In the event that the parties fail to agree upon such price modifications, the Agreement shall be terminated immediately.

The foregoing information is a summary of the agreement involved in the transaction described above, is not complete, and is qualified in its entirety by reference to the full text of such agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review such agreements for a complete understanding of the terms and conditions associated with this transaction.

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Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits.

10.1

Agency Agreement, dated May 4, 2012, by and between Fuel Doctor Holdings, Inc. and Boko Consulting, Inc.,

_________________

†

Confidential treatment is requested for certain confidential portions of this exhibit pursuant to Rule 24b-2 under the Exchange Act. In accordance with Rule 24b-2, these confidential portions have been omitted from this exhibit and filed separately with the Commission.

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.

FUEL DOCTOR HOLDINGS, INC.

Date: June 7, 2012

By: /s/ Mark Soffa

Mark Soffa

Chief Executive Officer

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Delaware	333-161052	26-2274999
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)