IDEA Invent Ventures Inc New (PK)

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):  June 30, 2014

INVENT Ventures, INC.

(Exact name of registrant as specified in its charter)

(702) 943-0320

(Registrant’s telephone number, including area code)

__________________________________

(Former name or former address, if changed since last report)

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:

      .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))

Item 1.01.

Entry into a Material Definitive Agreement.

The information in Item 5.02 of this Current Report on Form 8-K is incorporated herein by reference.  

Item 3.02

Unregistered Sales of Equity Securities.

On June 30, 2014, Invent Ventures, Inc. (“Invent” or the “Company”) received four Notices of Conversion from two Convertible Note Holders notifying the Company that they wished to convert the total outstanding balance due from the Company under each of the Convertible Notes into shares of the Company’s common stock.  The four combined Notices of Conversion requested that a total of $158,186 of debt, equal to the total outstanding principle and accrued interest due on the four Convertible Notes, be converted into shares of common stock.  Per the terms of the Convertible Notes, the outstanding balance was converted into 1,129,902 shares Company common stock at a price equal to Net Asset Value per Share.

The foregoing descriptions of the Notices of Conversion are qualified in its entirety by reference to the complete text of one of the Notices of Conversion, a copy of which is attached at this Form 8-K.  

On June 30, 2014, The Company entered into Debt Conversion Agreements with two Promissory Note Holders that held three separate Promissory Notes issued from Invent to convert the total unpaid balances of those Promissory Notes into Invent common stock.  Pursuant to the Debt Conversion Agreements the Promissory Note Holders will convert the entire balance of all three Promissory Notes equal to $242,046 into a total of 1,728,902 shares of the Company’s common stock at a price equal to Net Asset Value per Share.

The foregoing descriptions of the Debt Conversion Agreements is qualified in its entirety by reference to the complete text of one of Debt Conversion Agreements, a copy of which is attached at this Form 8-K.  

Item 9.01.

Financial Statements and Exhibits.

2

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.

INVENT VENTURES, INC.

Date:  June 30, 2014

/s/ Bryce Knight

Bryce Knight,

Chief Executive Officer

3

EXHIBIT 10.1

Notice Of Conversion

(To be executed by the Holder in order to convert the Note)

To:

INVENT Ventures, Inc.

The undersigned hereby irrevocably elects to convert $20,000 of the principal amount and $1808.22 of accrued interest of the Convertible Promissory Note dated September 27, 2013 into 155,773 shares of INVENT Ventures, Inc., according to the conditions stated therein, as of the Conversion Date written below.

Conversion Date:

June 30, 2014

Applicable Conversion Price:

$0.14 per share

Signature:

/s/ Dominick Maiorano, Inc.

Name:

Dominick Maiorano, Inc.

Address:

Number of shares of common stock to be issued: 155,773

Please send the certificate to:

EXHIBIT 10.2

DEBT CONVERSION AGREEMENT

This Debt Conversion Agreement (the “Agreement”) is made as of June 30, 2014 by and between INVENT Ventures, Inc. (“Invent”) and Aeon Multi-Opportunity Fund I, LLC (“Note Holder”).

RECITALS

·

On January 14, 2013, Invent issued a $110,000 Promissory Note (“Note”) to Threshold Financial, LLC (“Threshold”) that paid interest of 12% and matured on January 14, 2014.

·

In January of 2014, Invent and Threshold amended the Note to extend the maturity date an additional year to January 14, 2015.

·

On April 17, 2014, Threshold sold the Note with a balance of $114,339.73 including unpaid principle and accrued interest to Note Holder for $95,000.  

·

On June 30, 2014, the total balance of unpaid principle and interest due on the Note is equal to $117,046.29.

·

On June 30, 2014, Invent and Note Holder both desire to convert the total balance due on the Note into shares of Invent common stock at a price equal to Invent’s current Net Asset Value per Share.

TERMS OF THE DEBT CONVERSION

1.

Note Holder will convert $117,046.25 of the Debt, equal to the entire unpaid balance of the Note into shares of Invent common stock at a price of $0.14 per share

2.

Invent will issue 836,045 shares of Invent common stock to Aeon to pay off the unpaid balance of the Note.

3.

Upon issuance of the 836,045 by Invent to Note Holder the Note will be fully-paid and extinguished.   

SIGNATURES

By affixing their respective signatures hereto, the Parties do hereby agree to be bound by the terms set forth herein

Note Holder

INVENT Ventures, Inc.

/s/ Aeon Multi-Opportunity Fund I LLC

/s/ Bryce Knight

Aeon Multi-Opportunity Fund I LLC

Bryce Knight, CEO