UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 reported): ~~May~~June 164, 2012

VIDAROO CORPORATION

(Exact name of registrant as specified in charter)

Nevada	333-147932	26-1358844
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

8 N. Highland Ave, Winter Garden, FL 34787

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code: (321) 293-3360

Copies to:

Frederick M. Lehrer, Esq.

Attorney and Counselor at Law

~~8695~~2100 ~~College~~Linton ~~Pkwy~~Lake Drive, ~~Suite 1324~~E

FtDelray ~~Myers~~Beach, Florida ~~33919~~33445

Phone: ~~239~~561 ~~985~~706-~~4127~~7646

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 Instructions 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 INTO A MATERIAL DEFINITIVE AGREEMENT

Vidaroo is referred to herein as “we”, “our” or “us”

On ~~May~~June 164, 2012, we entered into ~~agreements~~an toagreement ~~convert~~with aVidaroo ~~portion~~Intellectual ~~of outstanding Convertible Secured Promissory Notes~~Property, ~~Promissory~~Inc. ~~Notes Payable~~ (~~and related Loan and Security Agreements~~“VIP”), ~~Notes Payable and accrued interest (these agreements are hereafter referred~~ to ~~collectively~~sell as the “~~Outstanding~~Software ~~Indebtedness~~Code”) weassociated ~~have~~ with 32our ~~debt~~current ~~holders~~online ~~(collectively~~video ~~referred~~platform ~~to hereafter as the “Creditors”) into issuance of our Preferred Stock~~ and ~~warrants~~its torelevant ~~purchase~~components, ~~our~~as ~~Common~~follows: ~~Stock.~~(a) InOnline ~~connection~~video ~~therewith,~~platform wenamed ~~will~~“Vidaroo ~~collectively~~Producer” ~~issue~~including ~~31,940,252~~editions ~~shares~~“Publisher” ofand ~~our~~“Enterprise”; ~~Preferred Stock~~ (~~$0.001 par value~~b) ~~with~~ Software-as-a-service ~~5% annual dividend rate along with 11~~interfaces,~~129,046~~ ~~warrants~~which toinclude ~~purchase our common stock at a warrant exercise price of $0.10 for each common share~~administrative, ~~exercisable~~billing ~~for a period of 10 years from time of issuance to the Creditors. In exchange for the Preferred Stock~~ and ~~Warrants,~~affiliate ~~the~~applications; ~~Creditors have agreed to waive any~~ and ~~all~~(c) ~~rights~~The ~~that~~marketing ~~existed~~application ~~under~~(collectively the ~~agreements~~“Code”) ~~pertaining~~ to ~~the Outstanding Indebtedness~~VIP. As Vidaroo ofshall ~~March~~maintain ~~31, 2012, the Outstanding Indebtedness carried~~ a ~~face~~security ~~value~~interest ofin ~~$1,503,202. Twenty-eight (28) of~~ the ~~Creditors~~Code ~~were~~subsequent ~~represented by legal counsel, who we agreed~~ to ~~compensate through~~ the ~~issuance of 2,500,000 warrants to purchase our common stock at a warrant exercise price of $0~~sale.10 Additionally, ~~exercisable~~VIP ~~for~~shall areceive ~~period~~royalties of 1020% ~~years from the time~~ of ~~issuance. Three (3) of~~ the ~~Creditors~~sales ~~represented~~that bywe ~~legal~~collect ~~counsel have~~related ~~not yet returned the executed documents~~ to ~~complete~~“Vidaroo ~~their conversion of the outstanding balance to Preferred Stock and warrants, representing $68,966 of the $1,503,202 to be converted~~Producer”.

We On ~~have also~~June ~~agreed with certain other creditors to extend the maturity date and repayment schedule in conjunction with their Convertible Secured Notes Payable with a face value of $200~~4,~~000,~~ ~~which notes will be repaid over a 2.5-year period beginning April 1~~2012, ~~2013. The~~we ~~accrued~~also ~~interest~~entered ~~associated~~into ~~with these notes as of~~ an ~~agreed~~agreement ~~date~~with ofVidaroo ~~December 31~~Licensing, ~~2011~~LLC ~~will~~(“VL”) beto ~~converted~~act ~~into~~as ~~Preferred~~our ~~Stock~~exclusive ~~and~~agent ~~carry~~for ~~warrants~~licensing ~~under~~of ~~the~~“Vidaroo ~~same terms described above~~Producer”. ~~The~~VL ~~accrued~~will ~~interest~~compensate ~~related~~us with a ~~face~~royalty ~~value~~ of ~~$84,384~~50% as of ~~an agreed date of December 31, 2011 will be converted into 1,837,920 shares of our Preferred Stock and 640,277 warrants to purchase our~~ ~~common~~collected ~~stock~~revenue atfrom a“Vidaroo ~~warrant exercise price of $0.10, exercisable at any time over the next 10 years.~~Producer”

~~Separate~~ VIP and ~~apart~~VL ~~from~~were ~~the~~formed ~~Outstanding Indebtedness, we have also agreed to a repayment schedule~~ in ~~conjunction~~the ~~with~~State ~~a demand note and its related accrued interest. The face amount and outstanding accrued interest~~ of ~~$48,337~~Florida ason ofJune ~~March 31~~4, 2012 ~~will~~and beMay ~~repaid~~24, ~~over a 2.5-year period beginning April 1~~2012, ~~2013~~respectively and ~~will~~operate ~~continue~~as toour ~~bear~~wholly ~~interest~~owned ~~at 12%~~subsidiaries.

We have also executed employment agreement amendments with each of our Executive Officers with an effective date of April 1, 2012. These agreements provide for an annual salary of $120,000 to each of our Executive Officers, as follows: Mark Argenti, our Chief Executive Officer/Chairman of the Board; Micheal Morgan, our President/Chief Technology Officer; Ian McDaniel, our Production President; and Thomas Moreland, our Chief Financial Officer/Secretary/Treasurer. Messrs. Morgan and Moreland’s amendments provide for fully vesting all outstanding stock options under previous employment agreements, which amount to 8,940,005 and 1,300,000, respectively. The exercise price associated with those Options wasalso reset to $0.05. Additionally, each of our Executive Officers shall receive 2,000,000 Stock Options that shall be fully vested upon execution of the amendments along with another 1,500,000 Stock Options that will vest over the contract period. All such Stock Options shall be exercisable at $0.05.

We have also converted our outstanding payroll obligations to each of our Executive Officers into Options to purchase Common Stock. The total outstanding liability of $97,519 has been converted into 18,193,775 Options to purchase our Common Stock exercisable at $0.05 based on a Black-Scholes model calculation. These Options shall be fully vested and exercisable at the time of issuance.

In conjunction with executing the aforementioned transactions, we have issued a press release and an open letter to our shareholders, the form of which is attached hereto as Exhibit 99.1 and 99.2.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of business acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

Not applicable

(d) Exhibits

Exhibit Number		Description
10.1		Form of Debt Settlement Agreement-full conversion
10.2		Form of Debt Settlement Agreement-partial conversion
10.3		Promissory Note and Loan Agreement executed May 16, 2012
10.4		Employment agreement amendment by and between Vidaroo Corporation and Mark Argenti dated May 16, 2012
10.5		Employment agreement amendment by and between Vidaroo Corporation and Ian McDaniel dated May 16, 2012
10.6		Employment agreement amendment by and between Vidaroo Corporation and Micheal Morgan dated May 16, 2012
10.7		Employment agreement amendment by and between Vidaroo Corporation and Thomas Moreland dated May 16, 2012
10.8		Form of payroll conversion
99.1		Open letter to shareholders
99.2		Press release announcing conclusion of debt negotiations, announcement of quarterly results and open letter to shareholders

SIGNATURES

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

	Vidaroo Corporation
Dated: May 21, 2012	By:	/s/ Thomas Moreland
Dated: June 8, 2012	By:	/s/ Thomas Moreland
		Name: Thomas Moreland
		Title: Chief Financial Officer

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