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):

~~August~~November 313rd , 2011

mBeach Software, Inc.

(Exact name of registrant as specified in its charter)

Florida	333-159853	26-4742785
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

107 HASHMONAIM RD.

C/O MICHA AZOULAY CPA

TEL AVIV, ISRAEL 61202

(Address of principal executive offices)

+972-3-6353532

(Registrant’s telephone number, including area code)

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))

Section 1-Registrant's Business and Operations

Item 1.01- Entry into a Material Agreement

On ~~August~~October 3126, 2011, we entered into ana ~~Equity~~Consulting ~~Purchase~~ Agreement (the “~~EPA~~Agreement”), ~~referred~~with toWakabayashi ~~sometimes~~Fund, asLLC, ana ~~equity~~Japanese ~~line~~Limited ofLiability ~~credit arrangement~~Company, ~~with Southridge Partners II LP~~ (~~“Southridge”~~"Wakabayashi"), ~~which~~pursuant ~~provides that, upon the terms and subject~~ to ~~the~~which ~~conditions~~Wakabayashi ~~set~~will ~~forth~~provide ~~therein,~~us ~~Southridge~~with isinstitutional ~~committed~~market toawareness ~~purchase~~and uppublic torelations ~~$10~~services including ~~million~~serving ~~worth~~as ofan ~~shares~~investment ofbanking ~~our Common Stock over a 36-month period; provided~~liaison, ~~however,~~obtaining ~~that~~write inups noabout ~~event~~our ~~may~~company ~~we sell to Southridge,~~ and ~~Southridge~~acting isas ~~not~~an ~~required~~institutional topublic ~~purchase~~relations ~~under~~consultant (the ~~EPA,~~“Services”) ~~any~~for ~~shares~~a ofsix ~~our~~month ~~Common~~period ~~Stock~~starting ~~which~~the ~~when~~date ~~aggregated with all other shares~~ of ~~our~~execution ~~Common Stock beneficially owned by Southridge, would result in beneficial ownership by Southridge~~ of ~~more~~the ~~than~~Agreement 9(the “term”).~~99%~~ The ofAgreement ~~our~~identifies ~~outstanding~~a ~~shares~~list of ~~Common~~project ~~Stock,~~activities ~~each~~included ~~time~~within ~~we exercise~~ the ~~right~~Services toand ~~put~~those ~~shares~~which toare ~~Southridge~~optional.

InFor ~~consideration~~the ofServices, ~~Southridge’s~~yet ~~execution~~to ~~and~~be ~~delivery~~rendered ofthroughout the ~~EPA~~term, we agreed to issue to ~~Southridge~~Wakabayashi 1a “Commencement Retainer” of 6,000,000 restricted shares of ~~our~~ Common Stock ~~(the~~of ~~“Commitment~~our ~~Shares”).~~company, Weas ~~expect~~fully topaid, ~~deliver~~validly ~~those~~issued and non-assessable. The shares will be delivered to ~~Southridge~~Wakabayashi onwithin orfive ~~about~~(5) ~~September~~business ~~10,~~days ~~2011~~of the signing of the Agreement.

~~From~~The ~~time~~early totermination ~~time over the term~~ of the ~~EPA,~~Agreement ~~and~~by at our ~~sole~~company ~~discretion,~~prior ~~we may present Southridge with draw down notices~~ to ~~purchase~~the ~~our~~expiration ~~Common~~of ~~Stock at an 8% discount off~~ the ~~average~~Term, ~~closing~~a ~~bid~~merger ~~prices~~or a take-over ~~five~~of ~~consecutive~~our ~~trading~~company ~~days~~prior ~~starting~~to ~~the~~such ~~day after the~~ date, ~~of notice (the “Purchase Price”). Each draw down~~ will benot ~~subject~~constitute to a ~~floor~~cause ~~price~~for ~~governor~~refund ~~whereby the minimum purchase price shall be no lower than 75%~~ of the ~~average~~shares ~~closing~~issued ~~prices over the five consecutive trading days prior~~ to ~~the date of notice, and the aforementioned 9~~Wakabayashi.~~99% limitation.~~

~~Once~~We ~~presented~~agreed ~~with a draw down notice for a specified dollar amount, Southridge is required~~ to ~~purchase~~not ~~the~~circumvent ~~total~~Wakabayashi ~~amount~~with ofrespect ~~shares put by us at the Purchase Price subject~~ to ~~the floor price governor. In the event that, during the five trading day period after each draw down notice (“pricing period”), the closing bid price on~~ any ~~trading day falls below the floor price, then for each such trading day we or Southridge, as applicable, shall be under no obligation to purchase and sell one-fifth~~ of ~~the~~its ~~put~~contacts ~~amount~~approved ~~specified in the put notice, and the put amount shall accordingly be deemed reduced~~ by ~~such~~us ~~amount.~~for Ina ~~the event that during the pricing~~ period, ~~the closing bid price falls below the floor price for any two trading days—not necessarily consecutive—then the balance~~ of ~~our~~24 ormonths ~~Southridge’s~~from ~~obligation, as applicable, to purchase and sell~~ the ~~put~~date ~~amount under such put notice shall terminate on such second trading day (“Termination Day”), and the put amount shall be adjusted to include only one-fifth~~ of ~~the initial put amount for each trading day during the five days period prior to the Termination Day that the closing price equals or exceeds the floor price~~execution.

~~Our issuance of shares of Common Stock to Southridge pursuant to the EPA~~Simultaneously, and the sale of those shares from time to time by Southridge to the public, will be covered by a Registration Statement to be filed with the Securities and Exchange Commission (“SEC”). In connection with the EPA, on ~~August~~October 3126, 2011, we entered into a ~~Registration~~Consulting ~~Rights~~ Agreement ~~(the "Registration Rights Agreement")~~ with ~~Southridge,~~Wakabayashi ~~pursuant~~for toassistance ~~which we granted to Southridge certain registration rights related to the shares of our Common Stock that are issuable~~ in ~~accordance~~raising ~~with the EPA. Under the Registration Rights Agreement, we agreed to prepare and file with the SEC~~ a ~~registration~~yet ~~statements (on Form S-1, or such other form reasonably acceptable~~ to ~~Southridge~~be ~~and~~determined ~~its~~amount ~~legal counsel),~~ for ~~the~~working ~~purpose~~capital ofin ~~registering~~exchange ~~the~~for resale of the maximum shares of Common Stock issuable pursuant to the EPA, excluding the Commitment Shares (the "Registrable Securities"). We agreed to file the initial registration statement with the SEC no later than 90 days as of the closing on a ~~loan~~consulting orfee ~~a series~~ of ~~sub~~7% ~~loans under a Secured Convertible Debenture~~ of ~~up to $500,000, or a closing on an alternative arrangement of no less than $200,000. There are no time requirements as to when such registration statement must be declared effective by~~ the ~~SEC,~~funds but we must use all commercially reasonable efforts to cause such registration statement relating to the Registrable Securities to become effective within ten business days after notice from the SEC that such registration statement may be declared effectiveraised.

Southridge and we agreed to indemnify and hold harmless each other (an “ Indemnified Party”), along with its officers, directors, employees, and authorized agents, and each person or entity, if any, who controls such party within the meaning of Section 15 of the Securities Act of 32 , as amended, or Section 20 of the Exchange Act of 1934, as amended, together with any controlling persons as defined in the Registration Rights Agreement, from and against any damages, joint or several, and any action in respect thereof to which the indemnified party becomes subject to, resulting from, arising out of or relating to any misrepresentation, breach of warranty or nonfulfillment of or failure to perform any covenant or agreement on the part of indemnifying party contained in the EPA, as such damages are incurred, except to the extent such damages result primarily from indemnified party's failure to perform any covenant or agreement contained in the EPA or indemnified party's negligence, recklessness or bad faith in performing its obligations under the EPA.

No commission will be paid as a placement fee and each party will bear its own legal fees and expenses in connection with the EPA.

Southridge is an “underwriter” within the meaning of Section 2(a) (11) of the Securities Act of 1933, as amended. Therefore, in connection with this transaction, a filing may be made with the Corporate Finance Department of the Financial Industry Regulatory Authority, or the FINRA, pursuant to FINRA Rule 5110.

The foregoing descriptions are qualified in their entirety by reference to the EPA and the Registration Rights Agreement, copies of which are attached hereto as Exhibit 10.1 and incorporated herein by reference.

Section 8 — Other Events

Item 8.01 Other Events

In connection with the EPA, on July 21, 2011 we entered into a non-binding term sheet with Southridge outlining the general terms of a Secured Convertible Debenture Purchase Agreement (“Debenture”) pursuant to which we intend to raise up to $500,000 through the placement services of Southridge Investment Group, LLC (“SIG”), an affiliate of Southridge, which funding is required in order to close on the Pomega, Inc. Memorandum of Understanding signed on May 30, 2011(“MOU”), disclosed previously.

On July 22, 2011 we entered into a Capital Placement/Transaction Regulatory Compliance Engagement Letter with SIG to act as our exclusive financial advisor and exclusive placement agent solely with regard to the Debenture. For their services rendered, we agreed to pay SIG a 10% cash placement fee on financing obtained from the Debenture from all sources excluding, however, introductions provided directly by us or our affiliates, for which we have agreed to pay SIG a lower cash placement fee of 1.5%. Each party will pay its own legal expenses.

* * *

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “anticipate,” “expect,” “believe,” “continue,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “opportunity,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, include, but are not limited to, statements about the ability of the Company to raise ~~the~~funding ~~necessary funds to consummate the proposed equity line of credit arrangement~~independently, the ability of ~~Southridge~~the Company to ~~raise~~provide ~~funding~~from ~~through~~time ~~the~~to ~~Debenture,~~time ~~the~~raw ~~ability~~data ofnecessary ~~the~~for ~~Company~~an toeffective ~~raise~~public ~~bridge~~or ~~funding~~investor ~~independently~~relations campaign, the ability of ~~the~~Wakabayashi ~~Company~~ to ~~file~~lead ~~reports~~effective ~~including~~public ~~financial~~and ~~statements~~investor ~~with~~relations ~~the SEC~~campaigns, the ~~ability~~risk ofthat the Company tomay ~~obtain~~be anacquired ~~effective~~or ~~registration~~merged ~~statement,~~prior ~~the~~to ~~ability~~receiving ofall the ~~Company~~consideration tocontracted ~~close~~for onwith Wakabayashi, the ~~Pomega,~~financial ~~Inc.~~market ~~MOU~~conditions orupon ~~satisfy~~the ~~contingencies~~release toof beperiodical ~~imposed~~investor byrelations ~~the~~campaigns, ~~Definitive~~and ~~Agreement~~other ~~with~~business ~~Pomega~~risks, ~~Inc.,~~such ~~statements~~as: ~~regarding~~ the future commercialization of ~~Pomega’s and~~ SCS’ products, the market demand for these products and the proprietary protections the ~~companies~~Company will obtain with regard to the technology ~~and formulas,~~ all of which statements are subject to market risks, and the possibility that the Company will not be able to obtain patents protection, obtain FDA approval for the SCS product, or obtain sufficient customer demand. These statements are made based upon current expectations and actual results may differ from those projected due to a number of risks and uncertainties.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
10.1	Equity Purchase Agreement, dated August 31, 2011, by and between mBeach Software, Inc. and Southridge Partners II, LP. which includes a Registration Rights Agreement between the same parties dated August 31, 2011
99.1	Copy of mBeach Software, Inc.’s press release dated September 7, 2011

Exhibit

Description

Number

10.1	Consulting Agreement, dated October 26th, 2011, by and between mBeach Software, Inc. and Wakabayashi Fund LLC.

99.1	Copy of mBeach Software, Inc.’s press release dated November 3rd , 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.

	mBeach Software, Ltd.
Date: September 6, 2011	By:	/s/ Yossi Biderman
		Name: Yossi Biderman
		Title: CEO

	mBeach Software, Ltd.

	By:	/s/ Yossi Biderman
		Name: Yossi Biderman
		Title: CEO

Date: November 17 , 2011

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