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) March ~~July 28~~1, ~~2011~~2012

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.)

13110 NE 177th PL, # 169

Woodinville, WA 98072

(206) 838-9715

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 1.02 Termination of a Material Definitive Agreement.

On March 1, 2012, Kaleidoscope Venture Capital, Inc., a Nevada corporation (“Kaleidoscope”), confirmed the termination of its asset purchase agreement with Xillient, LLC ( “Xillient”), originally entered into in October 2011 (the “Xillient Agreement”). The Xillient Agreement contemplated Kaleidoscope’s purchase of Xillient’s right of entry agreements and assets relating to Xillient’s satellite television business for Multiple Dwelling Units (“MDUs”) in the San Francisco and Seattle Metro areas. The Xillient Agreement provided that Kaleidoscope would purchase rights of entry to a total of 5,452 residential units in exchange for $599,720.00, deliverable over a ten month period, none of which cash was delivered, and a warrant to purchase $227,100.00 of common stock of Kaleidoscope upon the completion of delivery of the acquisition.

There are no penalties associated with the termination of the Xillient Agreement. Kaleidoscope continues to focus on its interactive, touch-screen kiosk business.

Section 5 - Corporate Governance and Management

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

On ~~July~~March 281, ~~2011~~2012, the ~~Kaleidoscope~~Board ~~Venture~~of ~~Capital,~~Directors ~~Inc. (the “Company”)~~ of Kaleidoscope appointed ~~Allen~~Ronald ~~Patterson~~Tate to the ~~Board~~position of ~~Directors~~director ~~(the~~and ~~“Board”)~~Chief Executive Officer of ~~the Company~~Kaleidoscope. ~~Mr.~~ ~~Patterson, is~~Ron ~~the~~Tate ~~CEO~~has ~~and~~over Cotwenty-~~founder~~five ofyears ~~Dynatek~~experience ~~Power,~~in ~~Inc.~~business, as a ~~renewable~~business ~~energy~~owner, ~~company~~investor ~~based~~and ~~in Bellevue, Washington~~executive. He ~~Mr.~~has ~~Patterson~~spent ~~commenced~~over ~~his~~twenty ~~professional~~of ~~career~~those years in ~~the~~ ~~Middle~~upper ~~East~~level ~~working~~management ~~for~~and ~~Aramco,~~marketing ~~where~~with ~~he was~~ a ~~field~~strong ~~engineer~~focus ~~responsible~~on ~~voice~~athletic industries and retail. ~~telemetry~~He ~~communications,~~has ~~design~~also ~~and~~built ~~implementation~~several ~~along~~businesses from the ~~Saudi~~ground ~~Arabian~~up ~~pipeline~~and ineventually ansold ~~active~~for ~~war~~a ~~zone~~profit. ~~Following~~Mr. ~~Armaco,~~Tate hefounded ~~worked~~Club ~~for~~Services, Inc., ~~Collins~~a ~~Radio~~vending ~~Company~~company aslocated ain ~~design~~Kent, ~~and~~Washington ~~application~~in ~~engineer~~1991. toHe ~~introduce~~was ~~new~~responsible ~~products and~~ for ~~Hughes~~developing ~~Electronics~~and astraining asales ~~member~~teams, ofmanaging annual ~~the~~sales ~~technical~~and ~~staff~~budgets ~~working~~with ona ~~The~~value ~~Syncom~~of ~~Communications~~approximately ~~Satellite~~$20 ~~and~~Million. ~~various~~In ~~space~~2003, ~~systems for the military~~Mr. ~~Following~~ ~~Hughes~~Tate ~~Electronics,~~transitioned heto ~~joined~~ the ~~Boeing~~athletic ~~Company~~and inwellness industry ~~Seattle,~~when ~~WA,~~he ~~working~~started onto adevelop ~~multitude of electronic~~ and ~~space~~operate ~~programs.~~12 ~~His~~gyms ~~last~~in ~~project~~Washington ~~for~~and ~~Boeing~~California. ~~was~~During onthis ~~the~~time, ~~Apollo Program where~~ he was ~~manager~~responsible offor business ~~the~~operations, ~~command~~client ~~and~~development, ~~service~~marketing, ~~modules~~management ~~for~~and ~~Apollo~~finances. ~~Eight~~He ~~for~~founded ~~TIE~~HCG ~~Program~~Gold inWellness ~~Houston~~Center, ~~Texas~~Inc. ~~After~~(HCG ~~Boeing~~Gold), in ~~Mr.~~2009, ~~Patterson~~a ~~founded~~wellness ~~Automated~~and ~~Control~~weight ~~Systems,~~loss ~~eventually~~program ~~employing~~that 70focuses ~~people,~~on ~~which~~healthy ~~designed~~lifestyles and ~~built~~nutritional ~~products~~education. ~~for~~HCG ~~the~~Gold ~~Wang~~has ~~Computer~~an ~~Systems.~~ecommerce unit ~~After~~as ~~selling~~well ~~his~~as ~~interest~~retail inand ~~Automated~~clinic ~~Control,~~operations ~~Mr.~~in ~~Patterson~~gyms ~~consulted~~located ~~for~~in ~~various~~Auburn, ~~companies~~Washington, ~~including~~San ~~Ampac~~Luis ~~Communications~~Obispo, aCalifornia ~~company buying~~ and ~~selling~~Santa TVMaria, California. ~~subscriber~~Mr. ~~groups~~Tate ~~and~~is ~~doing~~in ~~installations~~the inprocess ~~commercial~~of ~~buildings~~expanding ~~and~~this ~~apartment~~franchise ~~housing. Mr.~~to ~~Patterson~~twenty ~~was~~other ~~the~~gym ~~founder~~facilities, ~~and~~as ~~CEO~~well ofas ~~Satellite~~independent ~~Conferencing~~locations throughout ofthe ~~America,~~West ~~Ltd~~Coast., anMr. ~~International~~Tate ~~video~~is ~~teleconferencing~~also ~~company~~a ~~which~~member heof ~~took~~Westlake ~~public~~Capital onPartners, ~~the~~LLC, ~~Vancouver~~a ~~Stock~~company ~~Exchange. He~~that ~~lives in Bellevue~~develops, ~~Washington~~finances inand aidentifies various ~~solar~~businesses and ~~fully~~commercial ~~automated~~real ~~home~~estate projects, and ~~works~~West asCoast aAthletic ~~volunteer~~Group, ~~for~~LLC, ~~the~~a ~~City~~company ~~Fire~~that ~~Department~~acquires, ~~for~~operates ~~Emergency~~and develops ~~Communications.~~gyms ~~His~~and ~~Amateur~~fitness ~~Radio~~centers ~~Call~~throughout ~~sign~~the ~~is KC7SYR~~country.

~~The~~Additionally, on ~~Company~~March ~~also~~12, ~~confirmed~~2012, Kaleidoscope appointed Ryan Wear to the ~~resignation~~position of ~~Jay~~director ~~Gordon~~of ~~from~~the Company. Ryan Wear has eighteen years experience in business acquisitions, financing and operations. Mr. Wear started his ~~position~~career asin ~~Director~~1994 and has continued to develop and grow his businesses in the Puget Sound Region. In 1994, Mr. ~~Gordon~~Wear started his first business as a high school student when he started purchasing and operating vending machines. While attending the University of Washington, he continued to grow the company, Summit Vending, Inc. (Summit Vending) from one machine to over 300 machines. Within eight years, he was recognized as one of the major vending operations in the State of Washington. Summit Vending’s operations served ~~briefly~~local oncolleges and businesses in the ~~Board~~greater ~~since~~Seattle ~~March~~area ~~2011~~including the University of Washington, Bellevue Community College, Edmonds Community College, Green River Community College, Everett Community College, City of Everett, City of Lynnwood, City of Redmond, and City of Seattle. Summit Vending employed over 60 people, provided services for over 600 customers through over 3,500 machines and was generating in excess of $9 Million per year in sales. Mr. ~~Gordon~~Wear’s ~~resignation~~sales ~~did~~were ~~not~~developed ~~arise~~through ~~from~~aggressive ~~any~~marketing, ~~disagreement~~strong oncustomer ~~any~~relationships ~~matter~~and through ~~relating~~the toacquisition of other smaller competitors. In 2010, Mr. Wear sold the ~~Company’s~~majority of his vending operations to a large national competitor to concentrate on the development of other businesses as well as commercial real estate acquisitions and financing. He has built relationships with many local banks, ~~policies~~national orbanks, ~~practices~~life insurance companies and other equity firms to raise capital and develop businesses. Mr. Wear is also a member of Westlake Capital Partners, ~~nor~~LLC. ~~regarding~~Westlake ~~the~~Capital ~~general~~Partners, ~~direction~~LLC, which was founded in 2012, focuses on the development of businesses and commercial real estate projects by identifying, financing and building various businesses throughout the ~~Company~~country.

~~The~~Concurrent ~~Board~~with ~~does~~the ~~not~~appointments ~~expect~~of toMr. ~~name~~Tate and ~~Allen~~Mr. ~~Patterson~~Wear, toEric ~~any~~Luttio ~~committee~~resigned offrom ~~the~~his ~~Board~~position atas ~~this~~Chief ~~time.~~Executive ToOfficer, ~~the~~which ~~extent~~Mr. ~~that~~Luttio ~~any~~held ~~information~~with ~~called~~Kaleidoscope ~~for~~since June in2011; ~~Item~~Denny ~~404(a)~~Andrews ofresigned ~~Regulation~~from ~~S-K~~his isposition ~~required~~as ~~pursuant~~Vice toPresident ~~this~~of ~~appointment,~~Sales ~~such~~& ~~information~~Marketing, iswhich ~~currently~~Mr. ~~unavailable~~Andrews ~~and~~held ~~will~~since beSeptember 2011, ~~provided~~and: inAllen anPatterson ~~amendment~~resigned tofrom ~~this~~his ~~Form~~position ~~8-K~~as ~~within~~director, ~~four~~which ~~days~~Mr. ~~from~~Patterson ~~when~~held ~~this~~since ~~information~~July ~~becomes available~~2011.

The Board does not expect to name Ronald Tate of Ryan Wear to any committee of the Board at this time. To the extent that any information called for in Item 404(a) of Regulation S-K is required pursuant to this appointment, such information is currently unavailable and will be provided in an amendment to this Form 8-K within four days from when this information becomes 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: ~~July~~March 2813, ~~2011~~2012 By: /s/ Ronald Tate_____

ByName: ~~/s/ Eric~~ ~~Luttio _____~~Ronald Tate

Name: Eric Luttio

Title: President, Chief Executive Officer

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