UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~date of earliest event reported): ~~April 14~~January16, ~~2011~~2012

HAVAYA CORP.

HAVAYA CORP.
(Exact name of registrant as specified in its charter)

Delaware	333-165083	74-3245242
(State or other jurisdiction of	(Commission File Number)	(IRS Employer
incorporation or organization)		Identification No.)

136 East South Temple, Suite 2112
Salt Lake City, Utah		84111
(Address of principal executive offices)		(Zip code)

Registrant’s telephone number, including area code:		(801) [521-5703]

51 Sheshet Hayamim St., Kfar Saba, Israel 44269
(Former name or former address, if changed since last report)

~~(Exact Name~~Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of ~~Registrant~~the asregistrant ~~Specified~~under inany ~~Charter)~~of the following provisions:

Delaware	333-165083	74-3245242
(State of Other Jurisdiction	(Commission File	(IRS Employer
Of Incorporation)	Number)	Identification No.)

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))

51 Sheshet Hayamim St., Kfar Saba, Israel	44269
(Address of Principal Executive Offices)	(Zip Code)

ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY
ARRANGEMENTS OF CERTAIN OFFICERS

~~Registrant~~On January 16, 2012, Avraham Grundman, President, Treasurer and Director, and Benny Adlar, Secretary and Director of Havaya Corp. (the “Company”) resigned their positions as officers and directors of the Company and Mr. Grundman and Mr. Adlar appointed Howard S. Landa as President, Treasurer and Director, and Steven D. Zimmer as Secretary and Director of the Company to fill Mr. Grundman’s ~~telephone~~and ~~number,~~Mr. ~~including~~Adlar’s ~~area~~remaining ~~code: 1-800-878-5756~~terms of office. The new principals intend to continue the current operations of the Company as well as seek new opportunities for the Company.

~~(Former~~ Biographical ~~Name~~information oron ~~Former~~the ~~Address,~~new ifofficers ~~Changed~~and ~~Since~~directors ~~Last~~is ~~Report)~~as follows;

~~Check~~Howard ~~the~~S. ~~appropriate~~Landa. Mr. ~~box~~Landa, ~~below~~63, ifis currently Chief Executive Officer of Pamplona, Inc., a private investment firm and Managing Partner of Landa Investments, both of which are headquartered in Salt Lake City, Utah. From January 2008 through January 2011, Mr. Landa served as Chairman of the ~~Form~~Board ~~8-k~~of ~~filing~~RVision, Inc., San Jose, California. RVision produces sophisticated machine vision products and its principal customer is ~~intended~~the U.S. Government. Mr. Landa was instrumental in increasing the company’s operations which resulted in a loss of approximately $1 million in 2007 to ~~simultaneously~~a ~~satisfy~~profit of approximately $4 million in 2010. From 1990-1993 Mr. Landa was Chairman of the ~~filing~~Board ~~obligation~~of Sensar Corporation which was listed on NASDAQ. Mr. Landa managed and negotiated the sale of the ~~registrant~~company. ~~under~~The ~~any~~company specialized in making scientific instruments including microphones for use in tracking the Soviet naval fleet. From 1978-1990, Mr. Landa was a senior partner of Kruse Landa and Maycock specializing in tax and securities law. Mr. Landa graduated with a B.S. in political science from the ~~following~~University ~~provisions:~~of Utah in 1070. In addition, Mr. Landa graduated from the University of California Hastings School of Law with a Juris Doctors degree in 1973 and a L.L.M. from New York University in taxation in 1974.

[Steven D. Zimmer. ~~] Written~~Mr. ~~communications~~Zimmer, ~~pursuant~~64, is currently in private practice of law with the Law Office of Steven D. Zimmer, Valencia, California which provides legal oversight of land use, water use and municipal entity consultation for various entities in California. From May 1999 to ~~Rule~~June ~~425~~2011, ~~under~~Mr. Zimmer was an Executive Vice President of Newhall Land and Farming Company, Valencia, California and managed all aspects of the ~~Securities~~company’s ~~Act~~real estate development programs, including the approval of Newhall Ranch Specific Plan by Los Angeles County and all State and Federal Permits. Newhall was publically traded company on the NYSE which was acquired by Lennar and LNR in 2004. From February 1992 to May 1999, Mr. Zimmer was founder and partner in the law firm Rupp, Holmberg & Zimmer, Oxnard, California and provided contract legal services to the cities of Oxnard, Solvang and Grover Beach, California. Since graduating from the University of California Hastings School of Law in 1973 with a J. D, Mr. Zimmer held various positions with land development firms and municipalities in Southern California. Mr. Zimmer also received a B.S. degree in business administration from the University of California, Berkeley in 1970.

[ ~~] Soliciting~~Signature ~~material~~Page ~~pursuant to Rule 14a-12 under the Exchange Act~~Follows]

~~[ ] Pre-commencement communications pursuant to Rule 14d-~~2~~(b) under the Exchange Act~~

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement

Item 5.06 Change in Shell Company Status

Item 9.01 Financial Statements and Exhibits

Signatures

Exhibit Index

Ex-10.1 License Agreement between Registrant and Chelsea-Tech Ltd., dated April 14, 2011.

Item 1.01 Entry Into a Material Definitive Agreement

On April 14, 2011, the Registrant entered into a license agreement with Chelsea-Tech Ltd., an Israeli corporation, (“CTL”), pursuant to which the Registrant granted CTL an exclusive license to sell teeth whitening kits/systems under the Havaya brand name (“Products”) in the State of Israel (“Agreement”). Under the Agreement, the Registrant also agreed to provide CTL with support and assistance relating to the sale of the Products in Israel.

In consideration for the grant of the exclusive license, CTL will pay the Registrant a one-time license fee of $110,000 within 30 days of the effective date of the Agreement. In addition, CTL will pay the Registrant a fee on the sale of each Product sold in Israel in an amount equal to 5% of the Product purchase price. CTL will purchase Products either from the Registrant or from the Registrant’s supplier at the same price that the Registrant pays for the Products.

The Agreement has an initial term of 12 months, and the term shall automatically renew each year for an additional year unless one party provides the other party with prior written notice of non-renewal.

A copy of the Agreement is provided as an exhibit to this Current Report.

This report, including the foregoing descriptions of the terms and conditions of the license agreement, is qualified in its entirety by reference to the license agreement furnished as Exhibit 10.1 and incorporated herein by reference.

Item 5.06 Change in Shell Company Status

Effective April 14, 2011, the Company entered into a material definitive agreement as described in Item 1.01 above, the result of which is that the Company ceased to be a “shell company” as defined pursuant to Rule 12b-2 of the Securities Exchange Act of 1934.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit 10.1 License Agreement between the Registrant and Chelsea-Tech Ltd dated April 14, 2011

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.

	Havaya Corp.
	HAVAYA CORP.
Date: April 14, 2011	By:	/s/ Avraham Grundman
	Registrant
		Avraham Grundman
Dated: January 16, 2012	By:	/s/ Avraham Grundman
		Chief Executive Officer
		Avraham Grundman, President

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