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): ~~December~~February 1615, ~~2010~~2011

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

KACHING KACHING, 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.)

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

~~Suite 120~~Henderson, NV 89052

Henderson, Nevada 89052

(Address of principal executive offices) (Zip Code)

(702) 589-.7555

Registrant’s telephone number, including area code

~~_____________________________________________________~~ (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):

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~~¨ ~~1.01 ENTRY~~Soliciting ~~INTO~~material Apursuant ~~MATERIAL~~to ~~AGREEMENT~~Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~ITEM~~¨ Pre-commencement communications pursuant to Rule 14d-2~~.03 CREATION~~(b) OFunder Athe ~~DIRECT~~Exchange ~~FINANCIAL~~Act ~~OBLIGATION~~(17 CFR 240.14d-2(b))

On¨ ~~December~~Pre-commencement ~~16,~~communications ~~2010~~pursuant ~~(the~~to ~~“Closing Date”), KaChing KaChing, Inc., a Delaware corporation~~ Rule 13e-4(~~the “Company”~~c), ~~entered~~under ~~into a Securities Purchase Agreement with an accredited investor for a Convertible Promissory Note and Warrants for their investment amount of $300,000.00. The Note issued to~~ the ~~investor~~Exchange isAct ~~convertible~~(17 atCFR ~~an initial conversion price of $0~~240.~~40, and the Warrants has an initial exercise price of $0.40. The terms of the Convertible Promissory Note and Warrants are more fully described in the Form 8~~13e-~~K filed by the Company on December 7, 2010. Additionally, the Company issued Warrants to purchase 37,500 shares of Common Stock at an exercise price of $0.40 to the Placement Agent.~~4(c))

~~ITEM~~Item 35.02 ~~UNREGISTERED~~ ~~SALES~~Departure OFof ~~SECURITIES~~Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~Reference~~On isFebruary ~~made~~15, to2011, KaChing ~~Item~~KaChing, 1Inc.01 accepted ~~and~~the ~~Item~~resignation, 2also dated February 15, 2011, of Murray Williams as a member of the Company’s Board of Directors.03 Mr. ~~above~~Williams has separated his relationship from the Company to pursue other business opportunities.

~~The~~Mr. ~~Convertible~~Williams ~~Promissory~~had ~~Note~~no ~~and~~disagreements ~~Warrants~~with ~~were issued in reliance upon~~ the ~~exemption~~Company ~~from~~on ~~registration~~any ~~contained~~matter inrelating ~~Section 4(2)~~to of the ~~Act~~Company's ~~and~~operations, ~~Regulation D~~policies ~~promulgated~~or ~~thereunder~~practices.

SIGNATURES

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

	KaChing KaChing, Inc.
Date: February 15, 2011	KACHING KACHING, INC.
	(Registrant)
	By:	/s/ MARK V NOFFKE
	By:	/s/ Mark V Noffke
		Mark V Noffke, Chief Financial Officer
		Mark V Noffke
		Executive Vice President and Chief Financial Officer
Date: December 20, 2010

Filing Compare · KACHING KACHING, INC.