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 1826, 2007

INVENDA CORPORATION

(Exact name of registrant as specified in its charter)

Delaware

000-31559

52-1988332

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)


6901 Rockledge Drive, 6th Floor, Bethesda, Maryland		20817
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code (240) 333-6100

(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 (see General Instruction A.2. below):

¨	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 12.01. ~~Entry~~Completion ~~into~~of aAcquisition ~~Material~~or ~~Definitive~~Disposition ~~Agreement~~of Assets

On ~~September~~ October 1826, 2007, Invenda Corporation (the “Company”) entered into ~~Note~~a ~~Exchange~~patent ~~Agreements~~sale agreement with Google Inc. (“~~Exchange Agreements~~Google”) ~~with~~for the ~~holders~~sale oflicense-back ~~all~~ of ~~the~~a ~~Company’s~~web ~~outstanding~~search ~~convertible promissory notes~~patent. Pursuant to the ~~Exchange~~ ~~Agreements~~patent sale agreement, the Company ~~retired~~sold ~~the~~its ~~debt~~patent ~~represented~~entitled byPresentation ~~such~~of ~~notes~~Search ofResults ~~approximately~~Using Dynamic Categorization to Google for a purchase price of $~~8,250,000~~2 ~~plus~~million. ~~accrued~~This ~~and~~patent ~~unpaid~~is ~~interest,~~one byof ~~exchanging~~three of the ~~notes~~Company’s ~~for~~issued anpatents ~~aggregate~~in the field of 6web search. The patent sale agreement also provides for a non-exclusive,~~410~~ worldwide,~~626~~ ~~shares~~royalty-free, non-transferable, except in the event of an acquisition, and non-sublicensable license back to the Company’s ~~common~~in ~~stock~~and to the purchased patent. In a related transaction, ~~par~~pursuant ~~value~~to a ~~$0.01~~patent ~~per~~license ~~share~~agreement, (the ~~“Debt~~Company ~~Exchange”).~~has ~~The~~granted ~~issuance~~to ofGoogle ~~the~~and ~~common~~its ~~stock~~affiliates ~~was~~a ~~made~~worldwide, innon-exclusive, ~~reliance~~irrevocable, onperpetual ~~the~~and ~~exemption~~non-sublicensable ~~from~~license ~~registration~~to ~~contained~~two inadditional ~~Section 4(2)~~web ofsearch ~~the~~patents, ~~Securities~~entitled ~~Act~~Item Name Normalization and Product Normalization, respectively, for a one time payment of ~~1933~~$2 million. The ~~notes~~Company’s ~~were~~business ~~surrendered~~units Collabrys, E-centives and ~~terminated~~ConsumerReview asuse ~~part~~ some or all of these patents in the ~~Debt~~operation ~~Exchange~~of their business.

~~Peter~~Item Friedli, one of our stockholders and a director, personally and Friedli Corporate Finance were not holders of any of the retired notes nor did they receive any of the shares that were exchanged for the notes8. ~~Peter Friedli is the president and beneficial owner of Venturetec, Inc~~01., inOther ~~which he has a 2.07% ownership stake, and US Venture 05, Inc., two of the noteholders.~~ Items

The ~~Company~~information ~~intends~~contained ~~to register for re-sale pursuant to a registration statement to be filed with the Securities and Exchange~~in ~~Commission~~Item 2.01 ~~the~~is ~~shares~~incorporated ~~of the Company’s common stock received~~ by ~~the~~reference ~~noteholders in the Debt Exchange~~herein.

The summary of the foregoing transactions is qualified by reference to the text of the form of Exchange Agreement filed as Exhibit 10.1 hereof.

Item 1.02. Termination of Material Definitive Agreement

See Item 1.01 regarding the surrender and termination of the Company’s promissory notes, which disclosure is incorporated by reference herein.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 regarding the issuance of 6,410,626 shares of the Company’s common stock, which disclosure is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits

See the Exhibit Index attached hereto.

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.


INVENDA CORPORATION

By:		/s/ Tracy Slavin
		Tracy Slavin Chief Financial Officer

Date: ~~September~~November 191, 2007

EXHIBIT INDEX

Exhibit No.		Description
10.1		Form Note Exchange Agreement dated September 18, 2007.

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