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):

~~November~~December ~~3rd~~13th , 2011

mBeach Software, Inc.

(Exact name of registrant as specified in its charter)

Florida	333-159853	26-4742785
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification No.)

107 HASHMONAIM RD.

C/O MICHA AZOULAY CPA

TEL AVIV, ISRAEL 61202

(Address of principal executive offices)

+972-3-6353532

(Registrant’s telephone number, including area code)

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))

Section 1-Registrant's Business and Operations

Item 1.01- Entry into a Material Agreement

On ~~October~~Dec 13th ~~26,~~mBeach ~~2011,~~Software we entered into a ~~Consulting~~binding ~~Agreement~~Memorandum ~~(the~~of ~~“Agreement”)~~Understanding ~~with Wakabayashi Fund, LLC, a Japanese Limited Liability Company,~~ (~~"Wakabayashi"~~MOU), ~~pursuant~~ to ~~which~~acquire ~~Wakabayashi~~51% ~~will~~of ~~provide~~IRIS usMarketing ~~with~~Ltd. ~~institutional~~a ~~market~~global ~~awareness~~marketing ~~and~~company ~~public~~specializing ~~relations services~~in ~~including~~Central ~~serving~~Africa ~~as an investment banking liaison, obtaining write ups about our company~~ and ~~acting~~India distributing asproducts anin ~~institutional~~communication ~~public~~fields, ~~relations~~electronic ~~consultant~~equipment ~~(the~~, ~~“Services”) for a six month period starting the date of execution of the Agreement (the “term”).~~infrastructure ~~The Agreement identifies a list of project activities included within the Services~~ and ~~those~~textile ~~which~~components ~~are optional~~.

~~For~~Under the ~~Services~~MOU, ~~yet~~MBHS towill beacquire ~~rendered~~51% ~~throughout~~of ~~the term~~IRIS, wepartly ~~agreed~~by toinvesting ~~issue~~no toless ~~Wakabayashi~~than a$2.8 ~~“Commencement~~million ~~Retainer”~~in IRIS for purchase of ~~6,000,000~~30% ~~restricted~~of IRIS shares ofand ~~Common~~partly ~~Stock~~by ofissuing ~~our~~new ~~company~~MBHS shares, asin a share exchange of allocating 21% mBeach shares on a fully ~~paid,~~diluted ~~validly~~basis ~~issued~~to ~~and~~IRIS ~~non-assessable~~shareholders in exchange for 21% IRIS shares held by IRIS shareholders. The ~~shares~~MOU ~~will~~is becontingent ~~delivered~~upon toequity ~~Wakabayashi~~funding ~~within~~between ~~five~~$2M ~~(5)~~to ~~business~~$5M ,and limited ~~days~~in ofa ~~the~~time ~~signing~~frame of ~~the~~four ~~Agreement~~months and is subject to a definitive agreement.

~~The~~Upon ~~early~~the ~~termination~~execution of ~~the~~this ~~Agreement~~MOU, byThe ~~our~~Parties ~~company~~shall ~~prior~~set toup ~~the~~a ~~expiration~~Trust ofarrangement ~~the~~held ~~Term,~~by a ~~merger~~trustee orto abe ~~take-over~~nominated, of(the ~~our~~“Trustee”) ~~company~~who ~~prior~~will tobe ~~such~~instructed ~~date,~~by ~~will~~the ~~not~~parties ~~constitute~~to act in accordance with a ~~cause~~Trust ~~for~~Agreement ~~refund~~to ofbe ~~the~~concluded ~~shares~~along ~~issued~~with tothe ~~Wakabayashi~~Definitive Agreement.

WeThe ~~agreed~~Trustee towill ~~not~~accept ~~circumvent~~transfers ~~Wakabayashi~~of ~~with~~shares ~~respect~~as follows: (a) IRIS and its shareholders will transfer onto the Trustee such amount of IRIS shares equal to ~~any~~51% of ~~its~~the ~~contacts~~issued ~~approved~~share bycapital usof ~~for~~IRIS on a ~~period~~fully ofdiluted 24basis, ~~months~~and ~~from~~(b) mBeach will issue onto the ~~date~~Trustee such amount of ~~execution~~newly issued shares of mBeach equal to 21% of mBeach shares on a fully diluted basis following a first investment or tranche, as the case may be. These shares shall be exchanged as provided in the Trust Agreement.

~~Simultaneously,~~Item on9.01 ~~October~~Financial ~~26,~~Statements ~~2011,~~and ~~we entered into a Consulting Agreement with Wakabayashi for assistance in raising a yet to be determined amount for working capital in exchange for a consulting fee of 7% of the funds raised~~Exhibits.

* * *

This report includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “estimate,” “anticipate,” “expect,” “believe,” “continue,” “future,” “intend,” “plan,” “predict,” “project,” “target,” “opportunity,” and similar expressions are intended to identify such forward-looking statements. These forward-looking statements, include, but are not limited to, statements about the ability of the Company to raise funding independently, the ability of the Company to provide from time to time raw data necessary for an effective public or investor relations campaign, the ability of Wakabayashi to lead effective public and investor relations campaigns, the risk that the Company may be acquired or merged prior to receiving all the consideration contracted for with Wakabayashi, the financial market conditions upon the release of periodical investor relations campaigns, and other business risks, such as: the future commercialization of SCS’ products, the market demand for these products and the proprietary protections the Company will obtain with regard to the technology all of which statements are subject to market risks, and the possibility that the Company will not be able to obtain patents protection, obtain FDA approval for the SCS product, or obtain sufficient customer demand. These statements are made based upon current expectations and actual results may differ from those projected due to a number of risks and uncertainties.

ITEM 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Description

Exhibit Number	Description

1	Memorandum of Understanding

99.1	Copy of mBeach Software, Inc.’s press release dated December 14, 2011

~~Number~~- 2 -

10.1 Consulting Agreement, dated October 26th, 2011, by and between mBeach Software, Inc. and Wakabayashi Fund LLC.

99.1 Copy of mBeach Software, Inc.’s press release dated November 3rd , 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.

	mBeach Software, Ltd.

	By:	/s/ Yossi Biderman
	Name:	Yossi Biderman
	Title:	CEO

Date: ~~November 17~~ December 13, 2011

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