UNITED STATES

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~~June 22, ~~2010~~2011

KALEIDOSCOPE VENTURE CAPITAL, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation)

0000-27277

(Commission File Number)

98-0207554

(IRS Employer Identification No.)

PO13110 ~~Box~~NE ~~1027~~177th PL, # 169

~~Manchester~~Woodinville, NHWA ~~03101-1027~~98072

(~~603~~206) ~~425~~838-~~8933~~9715

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):

[___] 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))

Section 1 - Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement.

On February 22, 2010, Kaleidoscope Venture Capital, Inc., a Nevada corporation (“Kaleidoscope”) and Separation Oil Services, Inc. (“SOS”), a Kansas corporation, entered into an asset purchase agreement under which Kaleidoscope and SOS agreed that Kaleidoscope would form a wholly owned subsidiary, Kaleidoscope Acquisition Co. (“KAC”), which would acquire one hundred percent (100%) of the tangible and intangible assets of SOS (the “Asset Purchase Agreement”), including but not limited to (i) furniture, fixtures and equipment, modules, agreements and all contracts related to its proprietary technology and (ii) all of the intellectual property, proprietary processes, equipment designs and drawings, proprietary technology, patents, trademarks, applications, trade secrets, marketing distribution agreements and processes, commercialization rights, and all assets associated with its business currently known as “Cycloninc Dehydrating Comminuter” and other product lines and alternative processes currently under research and development of SOS or otherwise owned or possessed by SOS.

The Cyclonic Dehydrating Comminuter is an air-based recycling system that is a combination of a dehydrator and a micron-grade grinding machine, that dehydrates virtually any wet waste stream and efficiently dry grinds most solid materials down to a fine dust. Possible applications include, but are not limited to processing of paper and pulp sludge, wood trimming and byproducts, municipal domestic sludge, animal waste and parts, municipal solid waste and lime sludge.

In exchange for the assets of SOS, KAC will issue to the shareholders ("SOS Shareholders") of SOS forty-nine percent (49%) of its common stock of KAC. Kaleidoscope will initially retain fifty-one percent (51%) of the common stock of KAC. The SOS Shareholders shall have the right, based on the financial performance of KAC following the closing of the Asset Purchase Agreement, to acquire additional common stock of KAC based upon post-closing analysis and agreement as to the terms, conditions, and operating assumptions related to the financial performance and business objectives to be satisfied in connection with any such additional issuances of common stock of KAC.

Additionally, Kaleidoscope agrees to assist and facilitate, on a “best efforts basis,” a capital financing of SOS of up to Five hundred thousand and 00/100 U.S. Dollars ($500,000.00), through the issuance of a combination of debt and/or equity, primarily for the purposes of the completion of, and commencement of operations at, SOS’s first Cycloninc Dehydrating Comminuter plant. Prior to closing, Kaleidoscope and SOS shall agree to a minimum capital financing schedule. The parties expect to close the Asset Purchase Agreement in April 2010.

Section 5 - Corporate Governance and Management

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On ~~February~~June 2422, ~~2010~~2011, the Board of Directors of Kaleidoscope ~~appointed~~Venture ECapital, Inc. ~~Thomas~~(the ~~Makmann~~“Company”) asappointed ~~President~~Eric ~~and~~Luttio to the ~~Board~~position of ~~Directors~~Chief ~~(the~~Executive ~~“Board”)~~Officer of ~~Kaleidoscope~~the Company. Mr. ~~Makmann~~Luttio, iswho was recently appointed Chief Operating Officer, has a ~~30-year~~proven ~~data~~track ~~storage~~record ~~industry~~in ~~veteran~~building ~~with~~and ~~start~~developing new markets and new companies from Micro-up and ~~early~~Mid-Cap ~~stage~~to fully diversified Fortune 500 companies. Mr. ~~Makmann~~Luttio has ~~also~~ held ~~numerous~~ senior ~~management~~ positions, in several sectors including: ~~President~~industrial ~~and~~products, ~~CEO~~green ofenergy, ~~Network~~medical ~~Storage~~products, ~~Solutions~~telecommunications structuring, ~~Inc.~~B-to-B Sales, ~~President~~Biotechnology, &computer ~~COO~~technology ofand ~~nStor~~engineering, both domestically and internationally, including Propulsion Technologies International, Inc., VPEH ~~and~~Ventures, GMPureSurce, ofClearant, ~~Archive Corporation~~Inc., and ~~VP-~~Edge Mobile ~~Storage~~Medical ~~Products for Maxtor Corporation~~Inc., Mr. ~~Makmann~~Luttio ~~holds~~earned a ~~Bachelors~~B.A. ofin ~~Science~~Industrial ~~degree~~Arts infrom ~~Mechanical~~Lane ~~Engineering~~Community College.

~~Additionally,~~The onCompany ~~February~~also ~~26,~~confirmed ~~2010,~~ the ~~Board~~appointment ~~appointed~~of ~~David~~Jay ~~Moore~~Gordon to the Board. Mr. ~~Moore~~Gordon is President, 56CEO, ~~has~~and ~~over~~founder 25of ~~year~~the Company’s ~~Senior~~wholly-owned ~~Management~~subsidiary, Direct Digital Service, Inc. (d/b/a “DSI-TV”), with over 30 years experience in ~~the~~all ~~area~~areas of ~~business~~cable and ~~organizational~~digital ~~development~~television business. AMr. ~~graduate~~Gordon ofworked ~~Gonzaga~~for ~~University~~10 ~~and~~years ~~holding~~in athe ~~degree~~franchised ~~from~~cable ~~American~~industry ~~College~~while at Westinghouse. He moved onto private cable, where he ~~has~~was ~~consulted~~instrumental ~~with~~in ~~Ernst~~developing ~~and~~the ~~Young~~Pacific ~~LLC~~Northwest ~~and~~private ~~various~~cable ~~other~~market, ~~companies~~while ~~included~~working ~~Western~~for ~~Pioneer~~SSI ~~Inc.~~Private Cable as General Manager in charge of customer service, ~~Pacific~~sales, ~~Northwest~~and ~~Metals~~billing, ~~Inc~~and later at Millisat as Director of Business Development responsible for Right of Entry (ROE) sales., ~~where~~While hein charge of DSI-TV, Mr. Gordon has ~~held~~grown ~~positions~~the ~~including~~business ~~CEO~~to include regional offices and ~~COO~~a number of key strategic relationships with property owners and real estate developers. During this period, Mr. ~~Moore~~Gordon has ~~extensive~~overseen ~~board~~the ~~experience~~negotiation inof ~~both~~Right of Entry agreements, the ~~for-profit~~development of direct sales programs, the implementation of various customer service programs, as well as the development and ~~non-profit~~maintenance ~~arena~~of operational policies and procedures. HeThe isCompany ~~currently~~acquired ~~President~~DSI-TV for 15,000,000 shares of ~~TechAlt~~common ~~Inc.~~stock and ~~managing~~a ~~member~~commitment to facilitate the capital financing of ~~Saratoga~~up ~~Partners~~to $2,200,000 ~~LLC~~over the 12 month period following the March 2011 acquisition, which remains a condition subsequent to the acquisition.

~~The~~Additionally, ~~Board~~on ~~does~~June ~~not~~22, ~~expect~~2011, ~~to name Mr~~M. Thomas Makmann ~~and~~submitted ~~Mr.~~his ~~Moore~~resignation tofrom ~~any~~his ~~committee~~positions of ~~the~~Director, ~~Board~~President atand ~~this~~Chief ~~time~~Executive Officer. Mr. ToMakmann ~~the~~had ~~extent~~served ~~that~~on ~~any~~the ~~information~~Board ~~called~~since ~~for~~February in2010. Mr. ~~Item~~Makmann’s ~~404(a)~~resignation ofdid ~~Regulation~~not ~~S-K~~arise isfrom ~~required~~any ~~pursuant~~disagreement toon ~~this~~any ~~appointment,~~matter ~~such~~relating ~~information~~to isthe ~~currently~~Company’s ~~unavailable~~operations, ~~and~~policies ~~will~~or bepractices, ~~provided~~nor inregarding anthe ~~amendment~~general todirection ~~this~~of ~~Form~~the ~~8-K within four days from when this information becomes available~~Company.

~~Mr.~~The ~~Makmann~~Board ~~fills~~does ~~the~~not ~~positions~~expect ~~previously~~to ~~held~~name byEric ~~Ron~~Luttio ~~McIntyre,~~or ~~who~~Jay ~~was~~Gordon ~~replaced~~to byany ~~Robert~~committee ~~Koch,~~of onthe anBoard ~~interim~~at ~~basis. Ron~~this ~~McIntyre resigned from Kaleidoscope in August 2009, to pursue other opportunities~~time. ~~Robert~~ ~~Koch~~To ~~submitted his resignation from~~ the ~~Board~~extent inthat ~~January~~any ~~2010. On~~information ~~February~~called ~~26,~~for ~~2010,~~in ~~David~~Item M.404(a) ~~Otto~~of ~~submitted~~Regulation ~~his~~S-K ~~resignation~~is ~~from~~required ~~the~~pursuant ~~Board. Neither~~to ~~Mr.~~this ~~McIntyre’s~~appointment, ~~Mr.~~such ~~Koch’s~~information ~~nor~~is ~~Mr.~~currently ~~Otto’s~~unavailable ~~resignation~~and ~~arose~~will ~~from~~be ~~any~~provided ~~disagreement~~in onan ~~any~~amendment ~~matter relating~~ to ~~Kaleidoscope’s~~this ~~operations,~~Form ~~policies~~8-K orwithin ~~practices,~~four ~~nor~~days ~~regarding~~from ~~the~~when ~~general~~this ~~direction~~information ofbecomes ~~Kaleidoscope~~available.

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.

Kaleidoscope Venture Capital, Inc.,

(Registrant)

Date: ~~April~~June 2224, ~~2010 By: /s/ M Thomas Makmann~~ 2011

~~Name~~By: M/s/ Eric ~~Thomas Makmann~~Luttio _____

~~Title~~ Name: Eric ~~President~~Luttio

~~EXHIBIT~~ Title: ~~INDEX~~President, Chief Executive Officer

Exhibit Description

Number

10.1 Asset Purchase Agreement Filed herewith

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