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):

June 1723, 2010

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.)

105 Hickory Oak Hollow

Cumming, GA 30040

(Address of principal executive offices)

(678) 358-6954

(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~~Item ~~5-Corporate~~1.01. Entry ~~Governance~~into ~~and~~a ~~Management~~Material Definitive Agreement.

~~Item~~Note ~~5.02~~and ~~Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers~~Warrants

OnPursuant ~~June~~to ~~17, 2010,~~ the ~~board~~Stock ofExchange ~~directors~~Agreement ~~(the~~executed ~~“Board”)~~by of mBeach Software, ~~Ltd~~Inc., a Florida corporation (~~the~~ “~~Registrant~~mBeach”), ~~appointed~~on ~~Yossi~~June ~~Biderman~~15, as2010 awith ~~director~~Skin ofCancer ~~the~~Scanning ~~Board~~Ltd., ~~effective~~an asIsraeli corporation, and all but one of ~~said~~its ~~date~~shareholders, toat ~~serve~~the ~~until~~closing of the ~~next~~transactions ~~annual~~contemplated ~~meeting~~by the agreement, an investment of $72,000 was to be made in mBeach. See the ~~Registrant’s~~Current ~~stockholders~~Report ~~and~~on ~~until~~Form ~~his~~8-K ~~successor~~filed isby ~~duly~~mBeach ~~appointed~~on June 17, 2010 regarding the agreement and ~~qualified~~proposed transaction.

~~Since~~On ~~January,~~June ~~2007~~23, ~~Mr.~~2010 ~~Biderman~~mBeach ~~has~~executed ~~served~~a as5% ~~the~~Convertible ~~Chief~~Note ~~Executive~~and ~~Officer~~issued Class A, Class B and Class C Warrants to H&H Group Associates LLC, a ~~director~~New ofYork ~~Skin~~limited ~~Cancer~~liability ~~Scanning~~company, ~~Ltd.~~in consideration for $72,000. anThe ~~Israeli~~Convertible ~~corporation~~Note ~~engaged~~matures in three years and after five months from the ~~development~~date of aissuance ~~hybrid~~will ~~medical~~be ~~device~~convertible ~~for~~to ~~the~~10,696,291 ~~early~~shares ~~detection~~of ~~and~~common ~~diagnosis~~stock of ~~skin~~mBeach. ~~cancer~~H&H ~~precursors,~~Group ~~nevi~~has ~~and~~the ~~tumors~~option to convert all or any portion of the Note prior to maturity. ~~From~~If ~~November~~mBeach ~~2009~~desires ~~through~~to ~~May~~prepay ~~2010~~the heNote ~~was~~prior to the ~~controller~~5 ~~and~~month ~~business~~anniversary ~~development~~(when ~~for~~it ~~Tigbur~~is convertible), mBeach must pay a ~~human~~prepayment ~~resources~~penalty ~~company~~equal ~~listed~~to ontwice the ~~Tel~~amount ~~Aviv~~being ~~Stock Exchange~~prepaid. ~~From~~For ~~September~~example, ~~2002~~if ~~through~~mBeach ~~January~~desires ~~2007~~to ~~Mr.~~prepay ~~Biderman~~$30,000 ~~was~~of the ~~chief~~principal ~~executive~~outstanding, ~~officer~~then ofmBeach DPmust ~~Electronics~~pay ~~Engineering Ltd~~$60,000. ~~Mr.~~The ~~Biderman~~Note shall be automatically due and payable if mBeach fails to pay the Note when it is adue, ~~Reserve~~fails ~~Colonel~~to ~~with~~deliver the ~~Israel~~shares ~~Defense~~to ~~Forces~~be issued upon conversion of the Note, any bankruptcy event of mBeach or any breach of a covenant or representation of mBeach.

~~The~~In ~~Registrant~~connection ~~and~~with ~~Skin Cancer Scanning Ltd. are parties to a Share Exchange Agreement dated June 15, 2010 pursuant to which~~ the ~~shareholders~~issuance of ~~Skin Cancer Scanning Ltd. will be transferring their SCS shares to~~ the ~~Registrant.~~Note, AnmBeach ~~affiliate~~issued ~~wholly~~H&H ~~owned~~Group bythree ~~Mr.~~separate ~~Biderman~~classes isof awarrants, ~~party~~each toclass anexercisable ~~agreement~~for ~~with~~10,285,994, ~~William Gaffney~~10,770,694 ~~the sole officer~~ and ~~a director of the Registrant~~11, ~~pursuant to which Mr. Gaffney will sell all his 156~~278,~~000~~193,~~000~~ respectively, shares of common stock toof ~~said~~mBeach ~~affiliate~~for asan ~~well~~aggregate asexercise ~~the~~price ~~other shareholders~~ of ~~SCS. See the Current Report on Form 8-K filed by the Registrant on June 17~~$150,000, ~~2010 regarding this proposed transaction. Pursuant to the terms of the Share Exchange Agreement~~150,000 ~~at the closing of the transactions contemplated by the Share Exchange Agreement~~ and ~~the~~$500,000, ~~Share Purchase Agreement Mr~~respectively. ~~Biderman~~The ~~will~~warrants ~~become~~are ~~the~~exercisable ~~Chief~~for ~~Executive~~3 ~~Officer of the Registrant~~years.

~~SIGNATURES~~The shares of mBeach issuable upon conversion of the Note and the exercise of the warrants shall be included on a registration statement to be filed by mBeach within 30 days of the closing of the transactions contemplated by the Stock Exchange Agreement.

~~Pursuant~~The toforegoing ~~the~~is ~~requirements~~a brief summary of each of the ~~Securities~~Note ~~Exchange~~and ~~Act~~the ofwarrants. ~~1934~~These summaries are not complete, and are qualified in their entirety by reference to the ~~registrant~~full ~~has~~text ~~duly~~of ~~caused~~the ~~this~~agreements ~~report~~that are attached as exhibits to bethis ~~signed~~Current Report on ~~its~~Form ~~behalf~~8-K. byReaders should review those agreements for a more complete understanding of the ~~undersigned~~terms ~~hereunto~~and ~~duly~~conditions ~~authorized~~associated with this transaction.

mBeach Software, Ltd. By: /s/ William Gaffney Name: William Gaffney Title: President

Date: June 22, 2010

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.3	5% Convertible Note, made as of June 23, 2010, by mBeach Software, Inc. in favor of H&H Group Associates LLC

10.4	Class A Warrant issued by mBeach Software, Inc. to H&H Group Associates LLC

10.5	Class B Warrant issued by mBeach Software, Inc. to H&H Group Associates LLC

10.6	Class C Warrant issued by mBeach Software, Inc. to H&H Group Associates LLC

SIGNATURE

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, INC.

Dated: June 23, 2010	By:	/s/William Gaffney
		William Gaffney
		Title: President

Filing Compare · mBeach Software, Inc.