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~~May 2119, ~~2008~~2011

ABVIVA, INC.

(Exact name of registrant as specified in its charter)

Nevada	1-16291	26-1327790
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)
110 Pine Ave., Suite 1060, Long Beach, CA		90802
402 East Gutierrez St. Santa Barbara, CA		93101
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (~~562~~800) ~~221~~970-~~0341~~5870

(~~Former~~110 ~~name~~Pine orAve., ~~former~~Suite ~~address~~1060, ifLong ~~changed~~Beach, ~~since~~CA ~~last report.~~90802)

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 (see General Instruction A.2. below):

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~~Item 21.0301 Entry into a Material Definitive Agreement;

~~CREATION~~Item OF1.02 ATermination ~~DIRECT~~of ~~FINANCIAL~~a ~~OBLIGATION~~Material ORDefinitive ~~AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT~~Agreement.

On ~~October~~March 2126, ~~2008~~2011, the Company entered into ana ~~unsecured~~settlement ~~non-interest~~and ~~bearing~~release ~~promissory~~agreement ~~note~~ with ~~eFund~~the ~~Capital~~landlord ~~Management,~~of ~~LLC~~its ~~for $25~~subsidiary,~~000.~~ ~~The~~Biomedical ~~promissory~~Diagnostic’s, ~~note~~Ann isArbor ~~convertible~~laboratory ~~into~~whereby asettling ~~convertible~~all ~~debenture~~claims onfor ~~the~~a ~~same~~one-time ~~terms~~payment. The aspayment ~~the~~has ~~next~~been ~~convertible~~made ~~debenture~~and ~~entered into by~~ the ~~Company~~company ~~with~~has anvacated ~~outside investor. This promissory note converted into~~ the ~~November 17, 2008 debenture below~~premises.

On ~~November~~March 1731, ~~2008~~2011, the Company’s ~~entered~~licensing ~~into~~agreement ~~a convertible debenture~~ with ~~an investor for $25,000. The convertible debenture matures 180 days from~~ the ~~date~~University of ~~execution~~Michigan ~~and Interest shall accrue at the rate of twelve percent (12%) per annum from the date hereof until the maturity date~~terminated. ~~As incentive for entering into the agreement the investor was granted 31,250 shares of common stock.~~

OnItem ~~November 17, 2008 the Company entered into a convertible debenture with eFund Capital Management, LLC for the promissory note dated October 21, 2008 in the amount $25,000~~3. ~~The~~02 ~~convertible~~Unregistered ~~debenture~~Sales ~~matures 180 days from the date~~ of ~~execution~~Equity ~~and Interest shall accrue at the rate of twelve percent (12%) per annum from the date hereof until the maturity date~~Securities. ~~As incentive for entering into the agreement the eFund was granted 31,250 shares of common stock.~~

On ~~November~~March 1723, ~~2008~~2011, the Company entered into a convertible ~~debenture~~note with Big ~~its~~Time ~~accountant for $10~~Financial,~~000~~ ~~for accounting services provided to the Company during 2008~~Inc. ~~The~~ in ~~convertible debenture matures 180 days from~~ the ~~date~~amount of ~~execution~~$20,000.00 ~~and Interest shall accrue~~ at ~~the~~an interest rate of ~~twelve percent (12~~8%) ~~per~~with ~~annum~~a ~~from the date hereof until the~~ maturity date~~. As~~ ~~incentive~~of ~~for~~March ~~entering into the agreement the individual was granted 31~~23,~~250~~ ~~shares of common stock~~2012.

~~ITEM~~On 3May 19, 2011, the Company entered into a convertible note with Blue Corn Productions in the amount of $30,000.0200 at an interest rate of 8% with a maturity date of May 19, 2012.

~~UNREGISTERED~~Item ~~SALES~~5.01 OFChanges ~~EQUITY~~in ~~SECURITIES~~Control of Registrant.

~~Pursuant~~On toMay 19, 2011 the ~~settlement~~Registrant ~~described~~entered ininto ~~Item~~a ~~8.01~~share ~~the~~exchange ~~board~~agreement ofwith ~~directors~~M.G. ofShrimply’s wherein the ~~Company~~Registrant issued 2575 shares of Preferred Series CD ~~Convertible~~shares to Shrimply’s in exchange for all 1,000 shares of Shrimply. Each one Preferred ~~stock~~Series D shares has a one percent voting equivalency to ~~Douglas~~all ~~Lane~~other preferred and common shares which would be eligible to vote. The Series D shares have no priority conversion or liquidation value, ~~effective~~are asonly exchangeable one for one for common shares of ~~December~~the 9,Registrant. ~~2008~~M.G. Shrimply is a private Texas Company in the development of an indoor natural shrimping business. A complete “super 8-k” is expected to be filed with the filing of the Registrant’s current and overdue reporting on forms 10QSB and 10KSB, which will be worked on as ~~part~~a ofpriority by the ~~termination~~Registrant ~~agreement~~under ~~with~~the ~~Experigen.~~new control

~~ITEM~~Item 35.0302 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~MATERIAL~~On ~~MODIFICATION~~May TO19, ~~THE~~2011, ~~RIGHTS~~the OFBoard ~~SECURITY~~of ~~HOLDERS~~Directors of the Registrant nominated and elected Mrs. Martha Pollock of Houston, Texas was named to the Board of Directors as a representative of M.G. Shrimply’s. Mrs. Pollock has lived on the Gulf Coast and been part of the shrimping industry for all of her life. As a child, her father owned and operated numerous shrimp boats out of Sabine Pass, TX. Over the years, she has worked within the Corporate world as an accounting and finance assistant, and also owns and operates a private bookkeeping company in Houston. She has four children and is the youngest child of ten.

~~Pursuant~~On toMay ~~the settlement agreement described in Item 8.01 certain shareholders of Series C Convertible Preferred stock~~19, ~~including Jeffrey Conrad~~2011, ~~eFund~~the ~~Capital~~Board ~~Management,~~of ~~LLC~~Directors ,accepted ~~and~~the ~~Douglas~~resignation ~~Lane~~of ~~agreed to~~Barrett ~~convert~~Evans ~~their~~as ~~Series~~the Cinterim-chief ~~Convertible~~executive ~~Preferred~~officer. Mr. ~~stock~~Evans ~~into~~will ~~common~~remain ~~stock~~on of the ~~Company~~Board ~~immediately~~of ~~prior~~Directors to provide the Company’s ~~next~~with ~~financing~~continuity.

~~ITEM~~On 5May 19, 2011, the Board of Directors appointed Martha Pollock as the chief executive officer.02

~~DEPARTURE~~ITEM 5.03. AMENDMENTS TO ARTICLES OF ~~DIRECTORS~~INCORPORATION OR ~~CERTAIN OFFICERS~~BYLAWS; ~~ELECTION~~CHANGE OFIN ~~DIRECTORS;~~FISCAL ~~APPOINTMENT~~YEAR. Amendment OFof ~~CERTAIN~~Articles ~~OFFICERS;~~of ~~COMPENSATORY~~Incorporation ~~ARRANGEMENTS~~– OFFiling ~~CERTAIN~~of ~~OFFICERS.~~Preferred Stock Designation

~~Pursuant~~On May 19, 2011, the Registrant filed with the Secretary of State of Nevada, Division of Corporations, an Amendment to the ~~settlement~~Articles ~~agreement~~of ~~described~~Incorporation, inthat ~~item~~pursuant ~~8.01~~to Article Three, Section 2 of the ~~board~~Articles of ~~directors~~Incorporation of the Company, ~~elected~~the ~~two~~Board ~~members~~of onDirectors ~~December~~authorized 30and resolved to the issuance of, ~~2008~~and fixed the designation and preferences and relative, ~~Robert~~participating, ~~Lutz~~optional, and ~~Douglas~~other ~~Lane~~special rights, toand ~~serve~~qualifications, aslimitations ~~directors~~and restrictions, of ~~the~~a ~~Company~~series ~~until~~of Preferred Stock consisting of one hundred (100) shares, no par value, to be designated “Series D Convertible Preferred Stock” (the ~~next~~“Series ~~annual~~D ~~meeting~~Stock”). orSuch ~~until~~Series ~~they~~D ~~resign~~Stock has no preferential corporate dissolution rights, ~~their~~is ~~successors~~exchangeable ~~are~~one ~~duly~~for ~~elected~~one with common shares, orand ~~appointed~~each one share of Series D issued and outstanding of such class represents one percent of the common and preferred shares combined when voting for any purpose occurs.

~~ITEM 5.03~~SIGNATURES

~~AMENDMENTS~~Pursuant TOto ~~ARTICLES~~the OFrequirements ~~INCORPORATION~~of ORthe ~~BYLAWS;~~Securities ~~CHANGE~~Exchange INAct ~~FISCAL~~of ~~YEAR~~1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

OnDate: ~~January~~May 2119, ~~2007 the Board of Directors approved By-laws for the Company in the form as submitted to the Company’s shareholders in Attachment “C” in the August 31, 2007 Def 14 (A) Proxy Statement.~~2011

~~ITEM~~Abviva, 8Inc.01

~~OTHER~~ Martha ~~EVENTS~~Pollock

On Chief ~~November~~Executive 20, 2008, Victor Voebel, Robert Lutz and Douglas Lane filed suit against Jeffrey Conrad and Barrett Evans to determine the validity of election of directors of corporation. On December 9, 2008 the parties reached a settlement agreement and entered into the Court record. Officer

Pursuant to the settlement described in this Item 8.01 the board of directors of the Company terminated the legal services agreement between Jeffrey Conrad and the Company effective as of December 9, 2008. Prior to the termination of the agreement Mr. Conrad provided legal services to the Company and received fee compensation from the Company as Corporate Counsel.

Pursuant to the settlement described in Item 8.01 the board of directors of the Company terminated the consulting agreement between eFund Capital Management, LLC and the Company effective as of December 9, 2008. Barrett Evans and Jeffrey Conrad are principals of eFund Capital Management, LLC.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit Number		Description
3.1		By-Laws.
4.1		Convertible Promissory Note with eFund Capital Management, LLC dated October 21, 2008
4.2		Convertible Debenture dated November 17, 2008.
4.3		Convertible Debenture with eFund Capital Management, LLC dated November 17, 2008.
4.4		Convertible Debenture dated November 17, 2008.

SIGNATURE

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.

		Abviva, Inc.
		(Registrant)
Date	February 6, 2009
		/s/ Barrett Evans
		(Signature)
		Print Name: Barrett Evans
		Title: Interim Chief Executive Officer

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