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): February ~~July 15~~21, 2014

Beamz Interactive, Inc.

(Exact name of registrant as specified in its charter)

Delaware	000-54662	94-3399024
(State or other jurisdiction	(Commission File	(IRS Employer
incorporation)	Number)	Identification No.)

15354 N. 83rd Way, Suite 101, Scottsdale, Arizona	85260
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code 480-424-2053

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:

[_]	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 1.01.

Entry into a Material Definitive Agreement.

On ~~July~~May 151, ~~2014~~2013, Beamz Interactive, Inc. (the “Company”), ~~closed~~entered aninto ~~offering~~a Convertible Debt and Security Agreement (the “~~Offering~~Debt Agreement”), pursuant to which it issued (i) a total of 20$1,~~000~~367,~~000~~664.53 ~~shares~~ in principal amount of Convertible Secured Subordinated Promissory Notes (the “~~Shares~~Notes”), and (ii) warrants (the “Warrants”) for the purchase of 683,832 shares of the Company’s common stock, par value $0.001 per share (“Common Stock”), atout of which a ~~price~~total of $01,317,664.0553 ~~per~~in ~~share,~~principal ~~with~~amount ~~each~~of ~~purchaser~~the ~~also~~Notes, ~~receiving~~and ~~warrants (the “~~Warrants”) for the purchase of an658,832 ~~additional~~shares ~~number~~ of ~~Shares of~~ Common Stock, ~~equal~~were issued to ~~the~~affiliates ~~number~~of members of ~~shares~~our ~~they~~board ~~purchased~~of indirectors, ~~the~~including ~~Offering~~Charles R. OfMollo, ~~the~~who is also our Chief Executive Officer. ($1,~~000~~017,~~000 received~~664.53 in ~~the~~principal ~~Offering,~~amount ~~$400,000~~of ~~was~~the ~~invested~~Notes bythat ~~affiliates~~were ofissued ~~members~~to ofTM ~~the~~07 ~~Company’s~~Investments, ~~Board~~LLC of(“TM ~~Directors~~07”), ~~including~~an ~~Charles R~~entity controlled by Mr. Mollo, ~~who~~were isissued ~~also~~in ~~our~~respect ~~Chief~~of ~~Executive~~the ~~Officer.~~conversion of outstanding accounts payable owed to TM 07.)

The ~~Warrants~~Debt ~~have~~Agreement awas ~~term~~subsequently ofamended ~~three~~and ~~years~~restated ~~and~~ on February 21, 2014, pursuant to an ~~exercise~~Amended and Restated 2013 Convertible Debt and Security Agreement (the “Restated Agreement”), which provided, among other things, for additional convertible debt to be issued under the Restated Agreement with a lower conversion price, ofand ~~$.05~~that ~~per~~no ~~share~~debt issued under the Restated Agreement could be converted until the Company amended its charter to increase the number of ~~Common~~authorized ~~Stock~~shares.

~~Item~~The 3Restated Agreement was amended on August 1, 2014, for the sole purpose of amending a provision regarding the assignability of rights under the Restated Agreement.02 ~~Unregistered~~The ~~Sales~~Restated Agreement was subsequently amended on November 24, 2014, in order to revise certain provisions related to the automatic conversion of ~~Equity~~debt ~~Securities~~issued under the Restated Agreement.

~~As further described in~~ Item 13.0102 ~~above,~~Unregistered ~~on July~~Sales ~~15,~~of ~~2014,~~Equity ~~the Company issued the Shares and Warrants in the Offering~~Securities.

~~The~~On ~~issuances~~November ~~described~~25, ~~above~~2014, ~~were~~the ~~made~~Company ~~in private~~issued ~~transactions~~a ortotal ~~private placements intending to meet the requirements~~ of ~~one or more exemptions from registration~~8,497,300 ~~including the~~shares ~~exemption~~of ~~provided~~Common ~~under~~Stock ~~Section~~upon ~~4(2)~~conversion of ~~the~~a ~~Securities~~total ~~Act~~ of ~~1933~~$424,865 ~~as amended (the “Act”). The sales were conducted~~ in ~~private~~principal ~~transactions~~and ~~where~~accrued ~~the~~interest ~~investor~~under ~~identified~~Notes anheld ~~investment~~by ~~intent~~TM as07 tounder the ~~transaction~~Restated ~~without a view to an immediate resale of the securities~~Agreement.

~~Item~~The issuances described above were made in private transactions or private placements intending to meet the requirements of one or more exemptions from registration, including the exemptions provided under Section 3(a)(9) and Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”).~~01.~~ The ~~Financial~~investors ~~Statements~~were not solicited through any form of general solicitation or advertising, the transactions being non-public offerings, and ~~Exhibits~~the sales were conducted in private transactions where the investor identified an investment intent as to the transaction without a view to an immediate resale of the securities.

~~(d)~~Item ~~Exhibits~~9.01. Financial Statements and Exhibits

~~Exhibit No~~(d) Exhibits. ~~Description~~

~~10.1~~Exhibit ~~Form of Securities Purchase Agreement~~No. Description

10.21 ~~Form~~Amended ofand ~~Warrant~~Restated 2013 Convertible Debt and Security Agreement

~~SIGNATURES~~10.2 Amendment No. 1 to Amended and Restated 2013 Convertible Debt and Security Agreement

~~Pursuant~~10.3 toAmendment ~~the~~No. ~~requirements of~~2 ~~the Securities Exchange Act of 1934, the registrant has duly caused this report~~ to beAmended ~~signed~~and onRestated ~~its~~2013 ~~behalf~~Convertible byDebt ~~the~~and ~~undersigned hereunto~~Security ~~duly authorized.~~Agreement

	BEAMZ INTERACTIVE, INC
Date: July 15, 2014
	By: /s/ Charles R. Mollo
	Charles R. Mollo, Chief Executive Officer

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.

	BEAMZ INTERACTIVE, INC.

Date: November 26, 2014	By:	/s/ Joan W. Brubacher
		Joan W. Brubacher, President

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