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~~ 18November 15, 2010

~~KACHING~~KaChing ~~KACHING~~KaChing, ~~INC~~Inc. ~~(Exact name of registrant as specified in its charter)~~

Delaware		333-132107		58-2667713
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

750 Coronado Center Dr.

Delaware		333-132107		58-2667713
(State or other jurisdiction of incorporation or organization)		(Commission File Number)		(I.R.S. Employer Identification No.)

~~Suite~~750 ~~120,~~Coronado Center Drive

~~Henderson,~~Suite ~~Nevada 89052~~120

~~(Address~~Henderson, ~~of principal executive offices) (Zip Code)~~Nevada89051

(~~702)~~Address ~~589-7555~~of principal executive offices, including zip code)

~~Registrant’s~~(702) ~~telephone number, including area code~~589.7555

~~9029~~(Registrant’s ~~South~~telephone ~~Pecos~~number, including area code)

~~Suite~~Check ~~2800~~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:

~~Henderson,~~o Written NVcommunications ~~89074~~ pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~(Former~~o Soliciting ~~name~~material orpursuant ~~former~~to ~~address,~~Rule if14a-12 ~~changed~~under ~~since~~the ~~last~~Exchange ~~report~~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))

~~Check the appropriate box below if the Form 8~~o Pre-Kcommencement ~~filing~~communications ispursuant ~~intended~~ to ~~simultaneously~~Rule ~~satisfy~~13e-4(c) ~~the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Exchange ~~provisions~~ Act (~~see General~~17 ~~Instruction~~CFR A240.~~2. below~~13e-4(c):)

oITEM ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230~~1.~~425)~~01 oENTRY ~~Soliciting~~INTO ~~material~~A ~~pursuant~~MATERIAL toDEFINITIVE 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))AGREEMENT

~~ITEM~~Asset ~~1.01 ENTRY~~Purchase ~~INTO A MATERIAL AGREEMENT.~~Agreement

~~Securities~~On November 15, 2010 KaChing KaChing, Inc. (the “Company”) entered into an Asset Purchase Agreement (the “Agreement”) with ShopToEarth, Inc., a Nevada corporation (“STE”) and a direct sales affiliate e-commerce online retailer. Under the Agreement, the Company agreed to issue 2,231,295 shares of its common stock (1,231,295 to be distributed immediately and 1,000,000 to be held in escrow) for certain selected assets, which includes intellectual property, trademarks, marketing materials, and sales representatives relating to STE’s business. The Company is assuming a nominal amount of liabilities, limited to what is specially defined in the Agreement. The Agreement further contains an earn-out provision that provides for the release from escrow of the aforementioned 1,000,000 shares of the Company’s common stock. The common stock releases will begin on the seven month anniversary of the transaction upon the attainment of certain targets and continue through month twelve of the anniversary of the transaction in equal installments. During the previous year Shop To Earth had generated approximately $24 million in sales and earned approximately $200,000 in income.

OnShopToEarth ~~October~~is ~~18,~~a ~~2010,~~leading ~~KaChing~~direct ~~KaChing,~~sales ~~Inc.,~~affiliate ae-commerce ~~Delaware~~online ~~corporation~~retailer. ~~(the~~STE ~~“Company”),~~has ~~entered~~long-established ~~into~~partnerships awith ~~securities~~over ~~purchase~~2,300 ~~agreement~~nationally ~~with~~recognized ~~one~~retailers ofsuch ~~its~~as ~~shareholders~~Walmart, asHome ~~further~~Depot, ~~described~~Ebay, inPetsmart ~~this~~and ~~report~~Target, ~~pursuant~~while toalso ~~which~~providing ~~the~~over ~~Company~~20,000 ~~issued~~green aproducts ~~convertible~~through ~~promissory~~its ~~note~~relationship ~~and~~with a300-plus ~~warrant~~green toretailers ~~acquire~~such ~~shares~~as ofAvalon ~~its~~Organics, ~~common~~Burt's ~~stock~~Bees, Seventh Generation and Alba. ~~The~~ShopToEarth's ~~Company~~mission ~~has~~is ~~previously~~one ~~entered~~of ~~into~~promoting ~~five~~not ~~similar~~only ~~agreements~~its ~~(collectively~~business, ~~the~~but ~~“Prior~~more ~~Transactions”),~~so ~~commencing~~products inthat ~~August~~are ~~2010,~~good infor ~~each~~people ofand ~~which~~good itfor ~~issued~~the ~~and~~planet. ~~sold~~Shop ~~identical~~To ~~convertible~~Earth ~~promissory~~is ~~notes~~based ~~and~~in ~~warrants~~Las Vegas Nevada.

OnConcurrently ~~October~~with ~~18, 2010,~~ the ~~Company~~execution ~~and~~of ~~Harborview~~the ~~Value Master Fund~~Agreement, ~~L.P., one of~~ the Company’s ~~shareholders~~also ~~(“Harborview”),~~ entered into aan ~~Securities~~evergreen ~~Purchase~~employment ~~Agreement. Pursuant~~agreement towith ~~the~~Patrick ~~Securities Purchase Agreement~~Welsh, ~~Harborview agreed to purchase from~~ the ~~Company~~Chief aExecutive ~~convertible~~Officer ~~promissory~~of ~~note~~ShopToEarth. Under in the ~~aggregate~~employment ~~original~~agreement, ~~amount~~Mr. ofWelsh ~~$100,000. The~~will ~~promissory~~become ~~note~~an ~~was~~Independent ~~issued~~Store ~~on,~~Owner (ISO) and also ~~the~~an ~~loan~~executive ~~proceeds~~director of ~~the~~business ~~loan~~development ~~were~~for ~~funded~~KaChing ~~on October 18~~KaChing, ~~2010~~Inc. In Mr. ~~connection~~Welsh’s ~~with~~compensation ~~the~~shall ~~sale~~be ofbased ~~the~~on ~~convertible~~commissions ~~promissory~~generated ~~note,~~from the ISO’s compensation plan. The Company also ~~issued~~agreed to ~~Harborview~~grant aoptions ~~warrant~~ to Mr. Welsh for the purchase ~~100~~ of 3,000,000 shares of the Company’s common stock atover ana ~~initial~~three ~~exercise~~year period at varying price oflevels, ~~$0.30. The~~based ~~terms~~upon the achievement of ~~the~~defined goals. ~~promissory~~The ~~notes~~options ~~and~~vest ~~warrants~~upon ~~are~~the ~~further~~attainment ~~described~~of ~~below~~those goals.

~~The~~ITEM ~~Securities Purchase Agreement includes customary representations and warranties for transactions of this nature~~2. ~~The~~01 ~~Company~~COMPLETION ~~expects~~OF toACQUISITION ~~use~~OR ~~the~~DISPOSITION ~~sale~~OF ~~proceeds for working capital purposes.~~ASSETS

AsEffective ~~disclosed~~November ~~above~~15, ~~since August~~ 2010, the Company ~~has~~closed ~~entered into five prior securities purchase agreements (collectively,~~ the ~~“Purchase~~acquisition ~~Agreements”), under each~~ of ~~which~~ShopToEarth itas ~~sold~~contemplated ~~convertible~~by ~~promissory~~the ~~notes and warrants~~Agreement. ~~Except~~For ~~for~~additional ~~the~~information ~~original~~regarding ~~principal amount of the promissory notes and the number of common shares subject to the warrants~~ShopToEarth, ~~the~~Inc. ~~terms of the notes~~ and ~~warrant sold under~~ the ~~Prior Transactions are identical to the~~ terms of the ~~Purchase Agreements (including the conversion price of the notes~~acquisition, ~~the~~see ~~term~~Item ~~of the notes (i~~1.~~e.,~~01 ~~90 days), the exercise price of the warrants, and the term of the warrants (i~~above.e., five years)). The table below discloses, among other things, the date of sale and the original principal amount of each promissory note, and number of common shares subject to each warrant issued and sold in the Prior Transactions.

Purchaser	Date of Sale	Note Amount		Due Date	Price		Warrants
Harborview Master Fund, L.P	08/10/10	$	100,000	11/8/2010	$	0.30		100,000
Harborview Master Fund, L.P	08/16/10	$	25,000	11/14/2010	$	0.30		25,000
Brio Capital L.P.	08/18/10	$	100,000	11/16/2010	$	0.30		100,000
Harborview Master Fund, L.P	09/08/10	$	150,000	12/7/2010	$	0.30		150,000
Harborview Value Master Fund, L.P.	09/29/10	$	100,000	1/2/2011	$	0.30		100,000

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES

Effective November 18, 2010, the Company issued a total of 2,231,295 to ShopToEarth, Inc. of which 1,000,000 will be held in escrow and may be distributed beginning on the seven month anniversary of the transaction upon the attainment of certain targets. The foregoing shares to ShopToEarth were issued in reliance upon an exemption from the registration requirements pursuant to Section 4(2) of the Securities Act of 1933, as amended.

Warrants

In connection with the transactions contemplated by the Purchase Agreement, on the same date, the Company issued to Harborview warrants to purchase an aggregate of 100,000 shares of the Company’s common stock at an exercise price of $0.30. The exercise price of the warrants may be adjusted in connection with stock splits, stock dividends and similar events affecting the Company’s capital stock. The warrants expire five years from the date of issuance, i.e., October 18, 2015.

Pledge Agreement

In connection with the transactions contemplated under the Securities Purchase Agreement, Big Rose LLC, one of the Company’s shareholders, entered into a pledge agreement with Harborview Master Fund, L.P. (the “Pledge Agreement”) as of the same date. Under the Pledge Agreement, in order to secure the Company’s obligations under the Securities Purchase Agreements, including the convertible promissory notes issued under the Purchase Agreements and all other promissory notes issued in the Prior Agreements, Big Rose LLC pledged 6,582,859 shares of the Company’s common stock to Harborview Master Fund, L.P.

Copies of the form of Purchase Agreements, the promissory notes, and the warrants issued in the October 18, 2010 sale and the Prior Transactions, and a copy of the Pledge Agreement are filed as exhibits to this Current Report on Form 8-K, and the summaries thereof set forth above is qualified by reference to such exhibits.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION.

Convertible Notes

On October 18, 2010, in connection with the transactions contemplated by the Securities Purchase Agreement, the Company issued a convertible promissory note to Harborview in the aggregate principal amount of $100,000. The form of the convertible promissory note was identical (other than the amount and dates of issuance/maturity) to the convertible notes issued in the Prior Transactions (collectively, the “Convertible Notes”).

The Convertible Notes mature on the earlier of (i) 90 days following their issuance dates, and (ii) the date of acceleration of the maturity of the Convertible Notes by the holders upon the occurrence of an event of default (as defined therein). The Convertible Notes are convertible into shares of the Company’s common stock based on an initial conversion price of $0.30 per share. The conversion price may be adjusted in connection with stock splits, stock dividends and similar events affecting the Company’s capital stock. The Company is prohibited from effecting the conversion of the Convertible Notes to the extent that as a result of such conversion the holder thereof would beneficially own more than 4.99% in the aggregate of the Company’s issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion.

The Convertible Notes provide for interest on the aggregate unconverted and then outstanding principal amount at a rate of 10% interest per annum, payable upon maturity in cash. Events of default under the Convertible Notes, include among others, the Company’s failure to pay principal or interest thereunder when due (after failure to cure within the applicable grace period); the Company’s failure to timely file periodic reports with the United States Securities and Exchange Commission, as required under applicable federal securities laws; and the Company’s insolvency or bankruptcy.

A copy of the form of the Convertible Notes is filed as an exhibit to this Current Report on Form 8-K, and the summary thereof set forth above is qualified by reference to such exhibit.

ITEM 3.02 UNREGISTERED SALES OF SECURITIES.

As described in Items 1.01 and 2.03 above, on October 18, 2010, the Company entered into the Purchase Agreement with Harborview. In connection with the Purchase Agreement, the Company issued to Harborview the Convertible Note, in the aggregate principal amount of $100,000, which is convertible into shares of the Company’s common stock at a price equal to $0.30 (i.e., initially 333,333 shares).

On the same date, the Company also issued to Harborview a warrant to acquire an aggregate of 100,000 shares of the Company’s common stock at an exercise price of $0.30 per share. The foregoing warrant is identical, other than in the amount of shares and the dates of issuance/expiration, to the warrants (collectively, the “Warrants”) issued in the Prior Transactions. The Warrants expire five years from the date of issuance.

The Convertible Notes and Warrants were issued in reliance upon the exemption from registration contained in Section 4(2) of the Act and Regulation D promulgated thereunder.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

Exhibit No.		Description
Exhibit Number		Description
10.1		Form of Securities Purchase Agreement entered into by the Company on October 18, 2010 and in the Prior Transactions.
50.01		Asset Purchase Agreement
10.2		Form of Convertible Promissory Note issued by the Company on October 18, 2010 and in the Prior Transactions.
50.02		Patrick Welsh Employment Agreement
10.3		Form of Warrant issued by the Company on October 18, 2010 and in the Prior Transactions.
10.4		Pledge Agreement, dated October 18, 2010, between Big Rose LLC and Harborview Master Fund, L.P.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, ~~as amended,~~ the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	KaChing KaChing, Inc.
	Beyond Commerce, Inc.
	(Registrant)
Date: November 17, 2010
	By:	/s/ Mark V. Noffke
		Mark V Noffke
		Mark V. Noffke
		Chief Financial Officer
Date: October 19, 2010

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