As filed with the Securities and Exchange Commission on June 9, 2009

Registration No. 333-______

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

mBeach Software, Inc
--------------------
(Exact name of registrant as specified in its charter)

Florida
-------
(State or other jurisdiction of incorporation or organization)

7372
----
(Primary Standard Industrial Classification Code Number)

26-3439890
----------
(I.R.S. Employer Identification Number)

William Gaffney
105 Hickory Oak Hollow, Cumming GA 30040
678-358-6954
----------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

As soon as practicable after the effective date of this registration statement
-----------------------------------------------------------------
(Approximate date of commencement of proposed sale to the public)

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933 check the following box: [ ]

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, please check the following box and list
the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting Company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting Company" in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting Company [X]
(Do not check if a smaller reporting Company)

CALCULATION OF REGISTRATION FEE

Title of Each Proposed Proposed
Class of Amount Maximum Maximum Amount of
Securities to to be Offering Price Aggregate Registration
be Registered Registered Per Unit(1) Offering Price Fee(2)
- ------------- ---------- -------------- -------------- ------------
Common Stock
by Company 3,000,000 $0.01 $30,000 $1.57

(1) The offering price has been arbitrarily determined by the Company and bears
no relationship to assets, earnings, or any other valuation criteria. No
assurance can be given that the shares offered hereby will have a market value
or that they may be sold at this, or at any price.

(2) Estimated solely for the purpose of calculating the registration fee based
on Rule 457 (o).

The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.

mBeach Software, Inc.

3,000,000 SHARES OF COMMON STOCK

PRIOR TO THIS OFFERING, THERE HAS BEEN NO PUBLIC TRADING MARKET FOR THE COMMON
STOCK OF MBEACH SOFTWARE, INC. ("MBEACH"). MBEACH SOFTWARE, INC IS REGISTERING
UP TO 3,000,000 SHARES OF COMMON STOCK AT AN OFFERING PRICE OF $0.01. THE
MAXIMUM AMOUNT TO BE RAISED IS $ 30,000 THERE WILL BE NO UNDERWRITING OR
BROKER/DEALERS INVOLVED IN THE TRANSACTION AND THERE WILL BE NO COMMISSIONS PAID
TO ANY INDIVIDUALS FROM THE PROCEEDS OF THIS SALE. THE SHARES ARE BEING OFFERED
BY MBEACH SOFTWARE, INC. THROUGH ITS SOLE OFFICER AND DIRECTOR. WE ARE SELLING
THE SHARES ON A "BEST EFFORTS, NO MINIMUM" BASIS. THERE WILL BE NO MINIMUM
AMOUNT OF SHARES SOLD AND MBEACH SOFTWARE, INC.' WILL NOT CREATE AN ESCROW
ACCOUNT INTO WHICH THE PROCEEDS FROM ANY SHARES WILL BE PLACED. THE PROCEEDS
FROM ALL SHARES SOLD BY MBEACH SOFTWARE, INC WILL BE PLACED INTO THE CORPORATE
ACCOUNT AND SUCH FUNDS SHALL BE NON-REFUNDABLE TO SUBSCRIBERS, EXCEPT AS MAY BE
REQUIRED BY APPLICABLE LAWS.' MBEACH SOFTWARE, INC' WILL PAY ALL EXPENSES
INCURRED IN THIS OFFERING

Our common stock is presently not traded on any market or securities exchange.
The offering price may not reflect the market price of our shares after the
offering.

THIS INVESTMENT INVOLVES A HIGH DEGREE OF RISK. YOU SHOULD PURCHASE SHARES ONLY
IF YOU CAN AFFORD A COMPLETE LOSS. SEE "RISK FACTORS" BEGINNING ON PAGE 9.

Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the
adequacy or accuracy of the prospectus. Any representation to the contrary is a
criminal offense.

This offering is self-underwritten. No underwriter or person has been engaged to
facilitate the sale of shares of common stock in this offering. There are no
underwriting commissions involved in this offering.

The Company is not required to sell any specific number or dollar amount of
securities but will use its best efforts to sell the securities offered.

The information in this prospectus is not complete and may be changed. We may
not sell these securities until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer
to sell these securities and is not soliciting an offer to buy these securities
in any state where the offer or sale is not permitted.

The date of this prospectus is _______________, 2009

TABLE OF CONTENTS

Page No.
Part I
- ------
SUMMARY OF OUR OFFERING................................................. 2
SUMMARY OF FINANCIAL INFORMATION........................................ 7
DESCRIPTION OF PROPERTY................................................. 7
RISK FACTORS............................................................ 8
USE OF PROCEEDS......................................................... 18
DETERMINATION OF OFFERING PRICE......................................... 18
DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES........................... 19
THE OFFERING BY THE COMPANY............................................. 19
PLAN OF DISTRIBUTION.................................................... 20
LEGAL PROCEEDINGS....................................................... 21
BUSINESS................................................................ 21
STRATEGY................................................................ 22
THE MARKET.............................................................. 23
MANAGEMENT.............................................................. 23
SALES AND MARKETING..................................................... 23
COMPETITION............................................................. 24
STAFFING................................................................ 25
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION............... 25
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL.................. 25
CODE OF BUSINESS CONDUCT AND ETHICS..................................... 29
BACKGROUND OF OFFICERS AND DIRECTORS.................................... 30
EXECUTIVE COMPENSATION.................................................. 30
PRINCIPAL STOCKHOLDERS.................................................. 31
DESCRIPTION OF SECURITIES............................................... 33
REPORTING............................................................... 33
STOCK TRANSFER AGENT.................................................... 34
STOCK OPTION PLAN....................................................... 34
LITIGATION.............................................................. 34
EXPERTS................................................................. 34
FINANCIAL STATEMENTS.................................................... F-1

Part II
- -------
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION ............................ II-1
RECENT SALES OF UNREGISTERED SECURITIES ................................ II-1
EXHIBITS ............................................................... II-1
UNDERTAKINGS ........................................................... II-2
SIGNATURES ............................................................. II-4

DEALER PROSPECTUS DELIVERY OBLIGATION

Until _______________, (90 days after the effective date of this prospectus) all
dealers that effect transactions in these securities, whether or not
participating in this offering, may be required to deliver a prospectus. This is
in addition to the dealers' obligation to deliver a prospectus when acting as
underwriters and with respect to their unsold allotments or subscriptions.

SUMMARY OF OUR OFFERING

mBeach Software, Inc. has 12,000,000 shares of common stock issued and
outstanding and is registering an additional 3,000,000 shares of common stock
for offering to the public. The company may endeavor to sell all 3,000,000
shares of common stock after this registration becomes effective. The price at
which the company offers these shares is fixed at $0.01 per share for the
duration of the offering. There is no arrangement to address the possible effect
of the offering on the price of the stock. MBEACH SOFTWARE, INC will receive all
proceeds from the sale of the common stock.

3,000,000 shares of common stock are offered by the company.

Offering price per share by the A price, if and when the company sells
company the shares of common stock is set at
$0.01.

Number of shares outstanding before 12,000,000 common shares are currently
the offering of common shares issued and outstanding.

Number of shares outstanding after 15,000,000 common shares will be issued
the offering of common shares and outstanding after this offering is
completed.

The minimum number of shares to be None.
sold in this offering

Market for the common shares There is no public market for the common
shares. The price per share is $0.01.

mBeach Software, Inc. may not be able to
meet the requirement for a public
listing or quotation of its common
stock. Further, even if mBeach Software,
Inc. common stock is quoted or granted
listing, a market for the common shares
may not develop. If a market develops,
the price of the shares in the market
may not be greater than or equal to the
price in this offering.

Use of proceeds The company intends to use the proceeds
from this offering to develop and
complete the business and marketing
plan, and for other general corporate
and working capital purposes. The
expenses of this offering, including the
preparation of this prospectus and the
filing of this registration statement,
estimated at $5,000 are being paid for
by mBeach Software, Inc.

Terms of the offering The company will determine when and how
it will sell the common stock offered in
this prospectus.

You should rely only upon the information contained in this prospectus. MBEACH
SOFTWARE, INC has not authorized anyone to provide you with information
different from that which is contained in this prospectus. The selling security
holder is offering to sell shares of common stock and seeking offers to buy
shares of common stock only in jurisdictions where offers and sales are
permitted. The information contained in this prospectus is accurate only as of
the date of this prospectus, regardless of the time of delivery of this
prospectus, or of any sale of the common stock.

This summary provides an overview of selected information contained in this
prospectus. It does not contain all the information that you should consider
before making a decision to purchase the shares offered by the selling security
holders. You should very carefully and thoroughly read the more detailed
information in this prospectus and review our financial statements.

SUMMARY INFORMATION ABOUT MBEACH SOFTWARE, INC

mBeach (the "Company") is a mobile transaction enablement software company. The
Company's proprietary platform should allow firms to seamlessly extend the
transactional capabilities of their existing Web sites to over 1,500 handheld
device types. The Company plans to build a proprietary data transmission
technique known as smart streaming to enable potential customers the ability to
deliver fully secured transactions wirelessly at speeds vastly exceeding those
available to browser based mobile phone applications.

The company plans to derive its revenue from the sale and licensing of our
platform coupled with professional services revenues related to integration of
the platform into our potential customers' environments. The Company plans for
additional revenues to be derived from ongoing maintenance fees and innovative
revenue sharing plans that allow our revenues to grow as the wireless
penetration rates of our customers increase. Our agreements should typically be
multi year contracts providing mBeach with a solid foundation of recurring
revenues.

The Company plans their initial strategy of entering the $1.5 Trillion online
gambling market that consists of 250 million "Gamers" playing at approximately
1,500 branded sites across various sectors (e.g. casinos, sports betting,
lottery, poker rooms, etc.). Operators rely on back office software concentrated
amongst industry integrators who sell and install their solutions and share in
the operator's revenues. This industry has proven to be a rapid adopter of new
enabling technologies and we anticipate that they would accept and adopt
mBeach's solutions. Our channel strategy will be to partner with various
integrators to extend both our offerings to wireless Gamers.

The Company plans on building a strong brand in the gaming and entertainment
sector. mBeach is also planning on executing a strategy to penetrate the
Financial Services markets. Financial Services firms have proven to be early
adopters of new technology based solutions and wireless transactional capability
is no exception. We anticipate selling direct to this sector. Future markets
include the video surveillance industry, enterprise software market, and
logistics & distribution. We intend to employ a mixture of direct sales and
partnerships to penetrate these markets.

mBeach believes wireless technology offers the capability to solve these
challenges. However, the proliferation of wireless devices and general
acceptance of mobile connectivity to corporate data is not without challenges.
To be truly successful, wireless solutions must address the following issues:

o Small wireless devices can be frustrating to use when navigating large
volumes of data

o Small devices have limited real estate (i.e., screen sizes) and input
capabilities

o Mobile solutions can require significant investments in development and
support

mBeach' solution

The mBeach platform will be built using modular or object approach. This type of
architecture was chosen for numerous reasons. The most significant reason is to
vastly enhance the performance and scalability of handheld devices. The mobile
devices commercially available, although fairly powerful, still do not have the
storage, memory, and computing power of the personal computer. Therefore, to
build applications that can simulate a PC type environment means we have to
architect our mobile platform in a very unique way.

By isolating each of the modules into a simple set of instructions that carries
out a single task, we can create an open architecture that is flexible enough to
support any business model and still operate efficiently within the confines of
the device. It also allows us to carry on building more modules to continually
increase the functions we can provide to clients. For example support for sound
or video, live information graphing, supporting various and newer screen
layouts. In order for each of these objects to communicate effectively, we will
need to create a proprietary messaging standard used exclusively within our
framework. Each module will then perform a core functionality and communicate
with other modules through a common messaging standard. Should a module be
dormant, it can be swapped out of memory and held in an object stack until it is
required, saving on memory and improving performance. By breaking down an
application into its core functions and having the ability to swap out dormant
functions, we will have created the ability to manage and control memory - one
of the key performance inhibitors in today's cellular phone market. Being that
the components also will only perform a single function, objects will be able to
quickly come together to produce a final client application or be independently
enhanced without affecting other modules.

Enhanced user experience:

The wireless framework offers the richest graphic experience in the market
today, without compromising on performance. It is for this reason, we believe
that the gaming sector should quickly embraced our technology. The visual
presentation will be deployed on existing wireless data networks.

Cross-platform & Network compatibility:

Our client-side software should support Microsoft PocketPC, Palm, Symbian,
i-Mode, Blackberry, Smart-Phone and Java-enabled phones (J2ME) which translates
to over 1,500 types of mobile phones. This cross-platform compatibility
eliminates the need to rebuild the application for every different device type
on different network protocols. Our solution should be network carrier
independent. Therefore solutions can be deployed and run globally without any
change. Being device and network agnostic will be a key technical differentiator
we have over any competitors.

Performance:

Browser based solutions format the presentation layer at the gateway and then
transmit the entire screen layout across the wireless network to the phone. The
result is long delays between responses and inquiries. Due to our SmartStream
technology and client-side software, we intend to deliver internet speed across
today's cellular networks. This approach puts far less demand on the server and
network and allows us to provide the user with improved performance and
graphics.

Some of the other features inherent to the Company's framework include a number
of unique and proprietary functions such as:

Secure State Management - Maintains a virtual connection in "no signal"
areas. Should a user lose signal for a period of time, their mobile device will
auto refresh once a connection is re-established transparent to the user.

Security - SmartStream will uniquely deliver the only true end-to-end
secure solution. By eliminating the reliance on the browser and the network
gateway, we will increase both security and performance while simplifying the
technical implementation.

Virtual Memory Management - By ensuring only necessary functions remain
memory resident and caching dormant function in a virtual memory stack, mBeach
will overcome several application limitations caused by restricted memory on
client devices.

SmartStream - Communications will be handled through a highly
compressed synchronous transmission layer which provides Internet speed on
today's wireless devices. SmartStream will also queue and prioritize
transmissions to assure the quality of user experience and application
responsiveness.

Client Libraries - Presentation graphics and animation will be stored
in local device libraries eliminating redundant delivery and creating a vivid
user experience without compromising performance.

Store & Forward - Users in areas without signal will still be able to
utilize our software as it will temporarily store information in an encrypted
database on the device. Clients can collect and refer to stored information and
once they get access to a cellular signal, the device with automatically
synchronize the collected information with the data server.

Our business and registered office is located at 105 Hickory Oak Hollow, Cumming
GA 30040. Our contact number is 678-358-6954.

As of April 30, 2009, mBeach Software, Inc. had raised $7,500 through the sale
of its common stock. There is $7,500 of cash on hand in the corporate bank
account. The Company currently has liabilities of $0. The Company anticipates
incurring costs associated with this offering totaling approximately $5,000. As
of the date of this prospectus, we have not generated any revenue from our
business operations. The following financial information summarizes the more
complete historical financial information found in the audited financial
statements of the Company filed with this prospectus.

SUMMARY OF THE OFFERING BY THE COMPANY

mBeach Software, Inc. has 12,000,000 shares of common stock issued and
outstanding and is registering an additional 3,000,000 shares for offering to
the public. The Company will endeavor to sell all 3,000,000 shares of common
stock after this registration statement becomes effective. The price at which
the Company is offering these shares is fixed at $0.01 per share for the
duration of the offering. There is no arrangement to address the possible effect
of the offering on the price of the stock. mBeach Software, Inc. will receive
all proceeds from the sale of the common stock.

- --------------------------------------------------------------------------------
Securities being offered by 3,000,000 shares of common stock are
the Company, common stock, offered by the Company.
par value $0.01
- --------------------------------------------------------------------------------
Offering price per share by A price, if and when the Company sells
the Company. the shares of common stock, is set at
$0.01.
- --------------------------------------------------------------------------------
Number of shares outstanding 12,000,000 common shares are currently
before the offering of common issued and outstanding.
shares.
- --------------------------------------------------------------------------------
Number of shares outstanding 15,000,000 common shares will be issued
after the offering of common and outstanding after this offering is
shares. completed.
- --------------------------------------------------------------------------------
Minimum number of shares to None.
be sold in this offering
- --------------------------------------------------------------------------------
Market for the common shares There is no public market for the common
shares. The price per share is $0.01.

mBeach Software, Inc. may not be able to
meet the requirement for a public
listing or quotation of its common
stock. Further, even if mBeach Software,
Inc.'s common stock is quoted or granted
a listing, a market for the common
shares may not develop.
- --------------------------------------------------------------------------------
Use of proceeds mBeach Software, Inc. will receive all
proceeds from the sale of the common
stock. If all 3,000,000 common shares
being offered are sold, the total gross
proceeds to the Company would be
$30,000. The company intends to use the
proceeds from this offering to develop
and complete the business and marketing
plan, and for other general corporate
and working capital purposes. The
expenses of this offering, including the
preparation of this prospectus and the
filing of this registration statement,
estimated at $5,000.00 are being paid
for by mBeach Software Inc.
- --------------------------------------------------------------------------------

Termination of the offering The offering will conclude when all
3,000,000 shares of common stock have
been sold, or 90 days after this
registration statement becomes effective
with the Securities and Exchange
Commission. mBeach Software,
Inc. may at its discretion extend the
offering for an additional 90 days.
- --------------------------------------------------------------------------------
Terms of the offering The Company's president and sole
director will sell the common stock upon
effectiveness of this registration
statement.
- --------------------------------------------------------------------------------

You should rely only upon the information contained in this prospectus. mBeach
Software, Inc. has not authorized anyone to provide you with information
different from that which is contained in this prospectus. The Company is
offering to sell shares of common stock and seeking offers only in jurisdictions
where offers and sales are permitted. The information contained herein is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or of any sale of the common stock.

SUMMARY OF FINANCIAL INFORMATION

The following summary financial information for the period stated summarizes
certain information from our financial statements included elsewhere in this
prospectus. You should read this information in conjunction with Management's
Plan of Operations, the financial statements and the related notes thereto
included elsewhere in this prospectus.

BALANCE SHEET AS OF APRIL 30, 2009
------------- --------------------
Total Assets $7,500
Total Liabilities $ 0
Shareholder's Equity $7,500

OPERATING DATA APRIL 1, 2009 THROUGH APRIL 30, 2009
-------------- ------------------------------------
Revenue $ 0.00
Net Loss $79.00
Net Loss Per Share $ 0.00

As indicated in the financial statements accompanying this prospectus, mBeach
Software, Inc. has had no revenue to date and has incurred only losses since its
inception. The Company has had no operations and has been issued a "going
concern" opinion from their auditors, based upon the Company's reliance upon the
sale of our common stock as the sole source of funds for our future operations.

DESCRIPTION OF PROPERTY

The company does not own any real estate or other properties. The company's
office is located at 105 Hickory Oak Hollow, Cumming, GA 30040. The business
office is located at the office of William Gaffney, the CEO, of the company at
no charge.

SUMMARY OF OUR FINANCIAL INFORMATION

Balance Sheet
As of April 30, 2009
------------------------------------
Total Assets ............ $7,500
Total Liabilities ....... $ 0
Equity .................. $7,500

Operating Data
For the Year ended April 30, 2009
------------------------------------
Revenue ................. Nil
Net Loss ................ $ 79
Net Loss Per Share ...... $ 0

mBeach Software, Inc. has no revenues and has lost $79 since inception. mBeach
Software, Inc. has had limited operations (and has been issued a "going concern"
opinion by its auditor.

RISK FACTORS

Please consider the following risk factors and other information in this
prospectus relating to our business and prospects before deciding to invest in
our common stock.

This offering and any investment in our common stock involves a high degree of
risk. You should carefully consider the risks described below and all of the
information contained in this prospectus before deciding whether to purchase our
common stock. If any of the following risks actually occur, our business,
financial condition and results of operations could be harmed. The trading price
of our common stock could decline due to any of these risks, and you may lose
all or part of your investment.

The Company considers the following to be the material risks for an investor
regarding this offering. Secure Window should be viewed as a high-risk
investment and speculative in nature. An investment in our common stock may
result in a complete loss of the invested amount. Please consider the following
risk factors before deciding to invest in our common stock.

AUDITOR'S GOING CONCERN
- -----------------------

THERE IS SUBSTANTIAL UNCERTAINTY ABOUT THE ABILITY OF MBEACH SOFTWARE, INC. TO
CONTINUE ITS OPERATIONS AS A GOING CONCERN

In their audit report dated April 30, 2009; our auditors have expressed an
opinion that substantial doubt exists as to whether we can continue as an
ongoing business. Because our officers may be unwilling or unable to loan or
advance any additional capital to mBeach Software, Inc. we believe that if we do
not raise additional capital within 12 months of the effective date of this
registration statement, we may be required to suspend or cease the
implementation of our business plans. Due to the fact that there is no minimum
investment and no refunds on sold shares, you may be investing in a Company that
will not have the funds necessary to develop its business strategies. As such we
may have to cease operations and you could lose your entire investment. See the
April 30, 2009 Audited Financial Statements - Auditors Report". Because the
Company has been issued an opinion by its auditors that substantial doubt exists
as to whether it can continue as a going concern it may be more difficult to
attract investors.

RISKS RELATED TO OUR FINANCIAL CONDITION
- ----------------------------------------

SINCE MBEACH SOFTWARE, INC. ANTICIPATES OPERATING EXPENSES WILL INCREASE PRIOR
TO EARNING REVENUE, IT MAY NEVER ACHIEVE PROFITABILITY

The Company anticipates an increase in its operating expenses, without realizing
any revenues from the sale of its products. Within the next 12 months, the
Company will have costs related to (i) the development of products, (ii)
administrative expenses and (iii) the expenses of this offering.

There is no history upon which to base any assumption as to the likelihood that
the Company will prove successful. We cannot provide investors with any
assurance that our products will attract customers; generate any operating
revenue or ever achieve profitable operations. If we are unable to address these
risks, there is a high probability that our business can fail, which will result
in the loss of your entire investment.

OUR BUSINESS WILL FAIL IF WE DO NOT OBTAIN ADEQUATE FINANCING, RESULTING IN THE
COMPLETE LOSS OF YOUR INVESTMENT

If we are not successful in earning revenue once we have started our sale
activities, we may require additional financing to sustain our business
operations. Currently, we do not have any arrangements for financing and can
provide no assurances to investors that we will be able to obtain any when
required. Obtaining additional financing would be subject to a number of
factors, including the Company's sales results. These factors may have an affect
on the timing, amount, terms or conditions of additional financing and make such
additional financing unavailable to us. See "Description of Business."

No assurance can be given that the Company will obtain access to capital markets
in the future or that adequate financing to satisfy the cash requirements of
implementing our business strategies will be available on acceptable terms. The
inability of the Company to gain access to capital markets or obtain acceptable
financing could have a material adverse effect upon the results of its
operations and its financial conditions.

RISKS RELATED TO THIS OFFERING
- ------------------------------

BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE
ABLE TO RESELL YOUR STOCK

There is currently no public trading market for our common stock. Therefore,
there is no central place, such as a stock exchange or electronic trading
system, to resell your shares. If you do want to resell your shares, you will
have to locate a buyer and negotiate your own sale. The offering price and other
terms and conditions relative to the Company's shares have been arbitrarily
determined by the Company and do not bear any relationship to assets, earnings,
book value or any other objective criteria of value. Additionally, as the
Company was formed recently and has only a limited operating history and no
earnings, the price of the offered shares is not based on its past earnings and
no investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

INVESTING IN THE COMPANY IS HIGHLY SPECULATIVE AND COULD RESULT IN THE ENTIRE
LOSS OF YOUR INVESTMENT

Purchasing the offered shares is highly speculative and involves significant
risk. The offered shares should not be purchased by any person who cannot afford
to lose their entire investment. The business objectives of the Company are also
speculative, and it is possible that we would be unable to accomplish them. The
Company's shareholders may be unable to realize a substantial or any return on
their purchase of the offered shares and may lose their entire investment. For
this reason, each prospective purchaser of the offered shares should read this
prospectus and all of its exhibits carefully and consult with their attorney,
business and/or investment advisor.

INVESTING IN OUR COMPANY MAY RESULT IN AN IMMEDIATE LOSS BECAUSE BUYERS WILL PAY
MORE FOR OUR COMMON STOCK THAN THE PRO RATA PORTION OF THE ASSETS ARE WORTH

The Company has only been recently formed and has only a limited operating
history and no earnings, therefore, the price of the offered shares is not based
on any data. The offering price and other terms and conditions regarding the
Company's shares have been arbitrarily determined and do not bear any
relationship to assets, earnings, book value or any other objective criteria of
value. No investment banker, appraiser or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

The arbitrary offering price of $0.01 per common share as determined herein is
substantially higher than the net tangible book value per share of the Company's
common stock. mBeach Software, Inc.'s assets do not substantiate a share price
of $0.01. This premium in share price applies to the terms of this offering and
does not attempt to reflect any forward looking share price subsequent to the
Company obtaining a listing on any exchange, or becoming quoted on the OTC
Bulletin Board.

BECAUSE THE COMPANY HAS 250,000,000 AUTHORIZED SHARES, MANAGEMENT COULD ISSUE
ADDITIONAL SHARES, DILUTING THE CURRENT SHAREHOLDERS' EQUITY

The Company has 250,000,000 authorized shares, of which only 12,000,000 are
currently issued and outstanding and only 15,000,000 will be issued and
outstanding after this offering terminates. The Company's management could,
without the consent of the existing shareholders, issue substantially more
shares, causing a large dilution in the equity position of the Company's current
shareholders. Additionally, large share issuances would generally have a
negative impact on the Company's share price. It is possible that, due to
additional share issuance, you could lose a substantial amount, or all, of your
investment.

AS WE DO NOT HAVE AN ESCROW OR TRUST ACCOUNT WITH SUBSCRIPTIONS FOR INVESTORS,
IF WE FILE FOR OR ARE FORCED INTO BANKRUPTCY PROTECTION, THEY WILL LOSE THE
ENTIRE INVESTMENT

Invested funds for this offering will not be placed in an escrow or trust
account and if we file for bankruptcy protection or a petition for involuntary
bankruptcy is filed by creditors against us, your funds will become part of the
bankruptcy estate and administered according to the bankruptcy laws. As such,
you will lose your investment and your funds will be used to pay creditors.

THE COMPANY DOES NOT ANTICIPATE PAYING DIVIDENDS IN THE FORESEEABLE FUTURE, SO
THERE WILL BE FEWER WAYS IN WHICH YOU CAN MAKE A GAIN ON ANY INVESTMENT IN THIS
COMPANY

We do not anticipate paying dividends on our common stock in the foreseeable
future, but plan rather to retain earnings, if any, for the operation growth and
expansion of our business.

AS WE MAY BE UNABLE TO CREATE OR SUSTAIN A MARKET FOR OUR SHARES, THEY MAY BE
EXTREMELY ILLIQUID

If no market develops, the holders of our common stock may find it difficult or
impossible to sell their shares. Further, even if a market develops, our common
stock will be subject to fluctuations and volatility and the Company cannot
apply directly to be quoted on the NASD Over-The-Counter Bulletin Board (OTC).
Additionally, the stock may be listed or traded only to the extent that there is
interest by broker-dealers in acting as a market maker in the Company's stock.
Despite the Company's best efforts, it may not be able to convince any
broker/dealers to act as market-makers and make quotations on the OTC Bulletin
Board. The Company may consider pursuing a listing on the OTCBB after this
registration becomes effective and the Company has completed its offering.

IN THE EVENT THAT THE COMPANY'S SHARES ARE TRADED, THEY MAY TRADE UNDER $5.00
PER SHARE AND THUS WILL BE A PENNY STOCK. TRADING IN PENNY STOCKS HAS MANY
RESTRICTIONS AND THESE RESTRICTIONS COULD SEVERELY AFFECT THE PRICE AND
LIQUIDITY OF THE COMPANY'S SHARES

In the event that our shares are traded, and our stock trades below $5.00 per
share, our stock would be known as a "penny stock", which is subject to various
regulations involving disclosures to be given to you prior to the purchase of
any penny stock. The U.S. Securities and Exchange Commission (the "SEC") has
adopted regulations which generally define a "penny stock" to be any equity
security that has a market price of less than $5.00 per share, subject to
certain exceptions. Depending on market fluctuations, our common stock could be
considered to be a "penny stock". A penny stock is subject to rules that impose
additional sales practice requirements on broker/dealers who sell these
securities to persons other than established customers and accredited investors.
For transactions covered by these rules, the broker/dealer must make a special
suitability determination for the purchase of these securities. In addition, he
must receive the purchaser's written consent to the transaction prior to the
purchase. He must also provide certain written disclosures to the purchaser.
Consequently, the "penny stock" rules may restrict the ability of broker/dealers
to sell our securities, and may negatively affect the ability of holders of
shares of our common stock to resell them. These disclosures require you to
acknowledge that you understand the risks associated with buying penny stocks
and that you can absorb the loss of your entire investment. Penny stocks are low
priced securities that do not have a very high trading volume. Consequently, the
price of the stock is often volatile and you may not be able to buy or sell the
stock when you want to.

SINCE OUR SOLE OFFICER AND DIRECTOR CURRENTLY OWNS 100% OF THE OUTSTANDING
COMMON STOCK, INVESTORS MAY FEEL THAT HIS DECISIONS ARE CONTRARY TO THEIR
INTERESTS

The Company's sole officer and director own 100% of the outstanding shares and
will own 75% after this offering is completed. As a result, he may have control
of the Company and be able to choose all of our directors. His interests may
differ from those of other stockholders. Factors that could cause his interests
to differ from the other stockholders include the impact of corporate
transactions on the timing of business operations and his ability to continue to
manage the business given the amount of time he is able to devote to the
Company.

All decisions regarding the management of the Company's affairs will be made
exclusively by him. Purchasers of the offered shares may not participate in the
management of the Company and, therefore, are dependent upon his management
abilities. The only assurance that the shareholders of the Company, including
purchasers of the offered shares, have that the Company's sole officer and
director will not abuse his discretion in executing the Company's business
affairs, is his fiduciary obligation and business integrity. Such discretionary
powers include, but are not limited to, decisions regarding all aspects of
business operations, corporate transactions and financing. Accordingly, no
person should purchase the offered shares unless willing to entrust all aspects
of management to the sole officer and director, or his successors. Potential
purchasers of the offered shares must carefully evaluate the personal experience
and business performance of the Company's management.

RISKS RELATED TO INVESTING IN OUR COMPANY
- -----------------------------------------

OUR LACK OF AN OPERATING HISTORY GIVES NO ASSURANCE THAT OUR FUTURE OPERATIONS
WILL RESULT IN PROFITABLE REVENUES, WHICH COULD RESULT IN THE SUSPENSION OR
TERMINATION OF OUR OPERATIONS

We were incorporated on April 24, 2009 and we have not realized any revenues to
date. We have very little operating history upon which an evaluation of our
future success or failure can be made. Our ability to achieve and maintain
profitability and positive cash flow is dependent upon the completion of this
offering and our ability to generate revenues through sales of our products.

Based upon current plans, we expect to incur operating losses in future periods
because we will be incurring expenses and not generating revenues. We cannot
guarantee that we will be successful in generating revenues in the future.
Failure to generate revenues will cause us to go out of business.

OUR OPERATING RESULTS MAY PROVE UNPREDICTABLE

Our operating results are likely to fluctuate significantly in the future due to
a variety of factors, many of which we have no control over. Factors that may
cause our operating results to fluctuate significantly include: our inability to
generate enough working capital from future equity sales; the level of
commercial acceptance by the public of our products; fluctuations in the demand
for our product and capital expenditures relating to expansion of our business,
operations and infrastructure and general economic conditions. If realized, any
of these risks could have a materially adverse effect on our business, financial
condition and operating results.

BECAUSE WE ARE SMALL AND DO NOT HAVE MUCH CAPITAL, WE MUST LIMIT OUR MARKETING
ACTIVITIES. AS A RESULT, OUR SALES MAY NOT BE ENOUGH TO OPERATE PROFITABLY. IF
WE DO NOT MAKE A PROFIT, WE MAY HAVE TO SUSPEND OR CEASE OPERATIONS.

Due to the fact we are small and do not have much capital, we must limit our
marketing activities to potential customers having the likelihood of purchasing
our products. We intend to generate revenue through the sale of our products.
Because we will be limiting the scope of our marketing activities, we may not be
able to generate enough sales to operate profitably. If we cannot operate
profitably, we may have to suspend or cease operations.

THE COMPANY'S SOLE OFFICER AND DIRECTOR MAY NOT BE IN A POSITION TO DEVOTE A
MAJORITY OF HIS TIME TO THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS
AND EVEN BUSINESS FAILURE.

Mr. Gaffney, our sole officer and director, has other business interests and
currently devotes approximately 20 to 25 hours per week to our operations. Our
operations may be sporadic and occur at times which are not convenient to Mr.
Gaffney, which may result in periodic interruptions or suspensions of our
business plan. If the demands of the Company's business require the full
business time of our sole officer and director, he is prepared to adjust his
timetable to devote more time to the Company. However, he may not be able to
devote sufficient time to the management of the business, which may result in
periodic interruptions in implementing the Company's plans in a timely manner.
Such delays could have a significant negative effect on the success of the
business.

KEY MANAGEMENT PERSONNEL MAY LEAVE THE COMPANY WHICH COULD ADVERSELY AFFECT THE
ABILITY OF THE COMPANY TO CONTINUE OPERATIONS.

Because the Company is entirely dependent on the efforts of its sole officer and
director, his departure or the loss of other key personnel in the future, could
have a materially adverse effect on the business. The Company believes that all
commercially reasonable efforts have been made to minimize the risks associated
with the departure by key personnel from service. However, there is no guarantee
that replacement personnel, if any, will help the Company to operate profitably.
The Company does not maintain key person life insurance on its sole officer and
director.

IF THE COMPANY IS DISSOLVED, IT IS UNLIKELY THAT THERE WILL BE SUFFICIENT ASSETS
REMAINING TO DISTRIBUTE TO THE SHAREHOLDERS.

In the event of the dissolution of the Company, the proceeds realized from the
liquidation of its assets, if any, will be used primarily to pay the claims of
the Company's creditors, if any, before there can be any distribution to the
shareholders. In that case, the ability of purchasers of the offered shares to
recover all or any portion of the purchase price for the offered shares will
depend on the amount of funds realized and the claims to be satisfied there
from.

RISKS RELATED TO THE COMPANY'S MARKET AND STRATEGY
- --------------------------------------------------

WE ARE A NEW COMPANY WITH NO OPERATING HISTORY AND WE FACE A HIGH RISK OF
BUSINESS FAILURE WHICH WOULD RESULT IN THE LOSS OF YOUR INVESTMENT.

We are a development stage Company formed recently to carry out the activities
described in this prospectus and thus have only a limited operating history upon
which an evaluation of its prospects can be made. We were incorporated on April
24, 2009 and to date have been involved primarily in the design of our business
plan and we have no business operations. Thus, there is no internal or
industry-based historical financial data upon which to estimate our planned
operating expenses.

The Company expects that its results of operations may also fluctuate
significantly in the future as a result of a variety of market factors
including, among others, the entry of new competitors offering a similar
product; the availability of motivated and qualified personnel; the initiation,
renewal or expiration of our customer base; pricing changes by the Company or
its competitors, specific economic conditions in the financial markets.
Accordingly, our future sales and operating results are difficult to forecast.

As of the date of this prospectus, we have earned no revenue. Failure to
generate revenue will cause us to go out of business, which could result in the
complete loss of your investment.

WE MAY BE UNABLE TO GAIN ANY SIGNIFICANT MARKET ACCEPTANCE FOR OUR PRODUCTS OR
ESTABLISH A SIGNIFICANT MARKET PRESENCE.

The Company's growth strategy is substantially dependent upon its ability to
market its products successfully to prospective clients. However, its planned
services may not achieve significant acceptance. Such acceptance, if achieved,
may not be sustained for any significant period of time. Failure of the
Company's services to achieve or sustain market acceptance could have a
materially adverse effect on our business, financial conditions and the results
of our operations.

MANAGEMENT'S ABILITY TO IMPLEMENT THE BUSINESS STRATEGY

Although the Company intends to pursue a strategy of marketing its products
throughout North America, our business success depends on a number of factors.
These include: our ability to establish a significant customer base and maintain
favorable relationships with customers and partners; obtain adequate business
financing on favorable terms in order to buy all the necessary equipment and
materials; development and maintenance of appropriate operating procedures,
policies and systems; hire, train and retain skilled employees. The inability of
the Company to manage any or all of these factors could impair its ability to
implement its business strategy successfully, which could have a materially
adverse effect on the results of its operations and its financial condition.

MBEACH SOFTWARE, INC. MAY BE UNABLE TO MANAGE ITS FUTURE GROWTH

The Company expects to experience continuous growth for the foreseeable future.
Its growth may place a significant strain on management, financial, operating
and technical resources. Failure to manage this growth effectively could have a
materially adverse effect on the Company's financial condition or the results of
its operations.

RISKS RELATED TO INVESTING IN OUR BUSINESS
- ------------------------------------------

THE COMPANY MAY BE UNABLE TO MAKE NECESSARY ARRANGEMENTS AT ACCEPTABLE COSTS

Because we are a small business, with limited assets, we are not in a position
to assume unanticipated costs and expenses. If we have to make changes in the
Company structure or are faced with circumstances that are beyond our ability to
afford, we may have to suspend operations or cease operations entirely which
could result in a total loss of your investment.

BECAUSE WE HAVEN'T BUILT A PROTOTYPE, OUR PRODUCTS MAY NOT WORK PROPERLY AND/OR
THE PRODUCTION COST CAN EXCEED EXPECTATIONS

We have not built a prototype of our software yet; therefore, we don't know the
exact cost of production. In the case of a higher than expected cost of
production, we won't be able to offer our products at a reasonable price.
Furthermore, we may find problems in the development process and/or product
functionality. If we are unable to develop our products, we will have to cease
our operations, resulting in the complete loss of your investment.

GENERAL COMPETITION

The Company has identified a market opportunity for our products. Competitors
may enter this sector with superior products, services, conditions and/or
benefits. This would infringe on our customer base, have an adverse affect upon
our business and the results of our operations

The mobile software industry is a highly competitive market. We will compete
with both large and small corporations. Most of these companies have greater
financial and personnel resources than we do.

IF WE CANNOT PRODUCE FINANCIAL SOFTWARE THAT MEETS PRICE AND/OR PERFORMANCE
CRITERIA, THE BUSINESS WILL FAIL.

IF, AFTER DEMONSTRATING PROOF-OF-CONCEPT, WE ARE UNABLE TO ESTABLISH
RELATIONSHIPS WITH DEVELOPMENT PARTNERS AND/OR CUSTOMERS, THE BUSINESS WILL
FAIL.

Because there may be a substantial delay between the completion of this offering
and the execution of the business plan, our expenses may be increased and it may
take us longer to generate revenues. We have no way to predict when we will
begin our service.

There is No Minimum Number of Shares we have to sell in this Offering. We are
making this offering on a "best efforts, no minimum basis." What this means is
that all the net proceeds from this Offering will be immediately available for
use by us and we don't have to wait until a minimum number of Shares have been
sold to keep the proceeds from any sales. We can't assure you that subscriptions
for the entire Offering will be obtained. We have the right to terminate the
offering of the Shares at any time, regardless of the number of Shares we have
sold since there is no minimum subscription requirement. Our ability to meet our
financial obligations and cash needs, and to achieve our objectives, could be
adversely affected if the entire offering of Shares is not fully subscribed for.
State Blue Sky laws may limit resale of the Shares. The holders of our shares of
common stock and persons who desire to purchase them in any trading market that
might develop in the future should be aware that there may be significant state
law restrictions upon the ability of investors to resell our shares.

Accordingly, even if we are successful in having the Shares available for
trading on the OTCBB, investors should consider any secondary market for the
Company's securities to be a limited one. We intend to seek coverage and
publication of information regarding the Company in an accepted publication
which permits a "manual exemption". This manual exemption permits a security to
be distributed in a particular state without being registered if the company
issuing the security has a listing for that security in a securities manual
recognized by the state. However, it is not enough for the security to be listed
in a recognized manual. The listing entry must contain (1) the names of issuers,
officers, and directors, (2) an issuer's balance sheet, and (3) a profit and
loss statement for either the fiscal year preceding the balance sheet or for the
most recent fiscal year of operations. Furthermore, the manual exemption is a
non issuer exemption restricted to secondary trading transactions, making it
unavailable for issuers selling newly issued securities. Most of the accepted
manuals are those published in Standard and Poor's, Moody's Investor Service,
Fitch's Investment Service, and Best's Insurance Reports, and many states
expressly recognize these manuals. A smaller number of states declare that they
'recognize securities manuals' but do not specify the recognized manuals. The
following states do not have any provisions and therefore do not expressly
recognize the manual exemption: Alabama, Georgia, Illinois, Kentucky, Louisiana,
Montana, South Dakota, Tennessee, Vermont and Wisconsin. If we do not execute
our business plan on schedule or within budget, our ability to generate revenue
may be diminished or delayed. Our ability to adhere to our schedule and budget
face many uncertainties.

WE DO NOT MAINTAIN PRODUCT LIABILITY COVERAGE. WE COULD BECOME LIABLE FOR
UNINSURED PRODUCT LIABILITY CLAIMS WHICH WOULD ADVERSELY AFFECT OUR ABILITY TO
CONTINUE AS A GOING CONCERN, HOWEVER, WE INTEND TO PROVIDE PRODUCTS LIABILITY
INSURANCE PRIOR TO ANY SALE OF OUR SERVICE OFFERINGS.

The company does not maintain any product liability insurance at this time. Once
the product is released, the Company will evaluate the need for product
liability insurance. If no product liability insurance is obtained, product
claims against the company could have a material affect and potentially cause
the business to fail.

SHOULD OUR SOLE OFFICER AND DIRECTOR LEAVE THE COMPANY, WE MAY BE UNABLE TO
CONTINUE OUR OPERATIONS.

William Gaffney, our sole officer and director, has other outside business
activities and is devoting only approximately 20-25 hours per week to our
operations. Our operations may be sporadic and occur at times which are not
convenient to William Gaffney, which may result in periodic interruptions or
suspensions of our business plan. If the demands of the company's business
require the full time of our executive officer, he is prepared to adjust his
timetable in order to devote more time to conducting our business operations.
However, our executive officer may be unable to devote sufficient time to the
management of the company's business, which may result in periodic interruptions
in the implementation of the company's business plans and operations. Such
delays could have a significant negative effect on the success of our business.

The company is entirely dependent on the efforts and abilities of its sole
officer and director. The loss of our sole officer and director could have a
materially adverse effect on the business and its prospects. The company
believes that all commercially reasonable efforts have been made to minimize the
risks associated with the departure from service of our current sole officer and
director. However, replacement personnel may be unavailable to us. Moreover,
even if available, replacement personnel may not enable the company to operate
profitably.

All decisions regarding the management of the company's affairs will be made
exclusively by its sole officer and director. Purchasers of the offered shares
may not participate in the management of the company and, therefore, are
dependent upon the management abilities of the company's sole officer and
director. The only assurance that the shareholders of the company (including
purchasers of the offered shares) have that the company's sole officer and
director will not abuse his discretion in making decisions, with respect to its
affairs and other business decisions, is his fiduciary obligations and business
integrity. Accordingly, no person should purchase offered shares unless that
person is willing to entrust all aspects of management to the company's sole
officer and director, or his successors. Potential purchasers of the offered
shares must carefully evaluate the personal experience and business performance
of the company's management.

The company's management may retain independent contractors to provide services
to the company. Those independent individuals and organizations have no
fiduciary duty to the shareholders of the company and may not perform as
expected. The company does not maintain key person life insurance on its sole
officer and director.

RISKS RELATING TO OUR BUSINESS

IF WE CANNOT EFFECTIVELY PROMOTE OUR PRODUCTS, WE WILL NOT ATTRACT CUSTOMERS.

If we cannot partner with a distribution business partner of mobile software
products, we will not have the ability to attract customers. A failure to
achieve partners would have a material and adverse effect on our business,
operating results and financial condition.

IF WE CANNOT ESTABLISH AND MAINTAIN QUALIFICATIONS AS A SUPPLIER TO COMMERCIAL
CUSTOMERS, THE BUSINESS WILL BE ADVERSELY AFFECTED.

FORWARD-LOOKING STATEMENTS

This prospectus contains certain forward-looking statements regarding
management's plans and objectives for future operations, including plans and
objectives relating to our planned entry into our service business. The
forward-looking statements and associated risks set forth in this prospectus
include or relate to, among other things, (a) our projected profitability, (b)
our growth strategies, (c) anticipated trends in our industry, (d) our ability
to obtain and retain sufficient capital for future operations, and (e) our
anticipated needs for working capital. These statements may be found under
"Management's Discussion and Analysis or Plan of Operation" and "Description of
Business," as well as in this prospectus generally. Actual events or results may
differ materially from those discussed in these forward-looking statements as a
result of various factors, including, without limitation, the risks outlined
under "Risk Factors" and matters described in this prospectus generally. In
light of these risks and uncertainties, the forward-looking statements contained
in this prospectus may not in fact occur.

The forward-looking statements herein are based on current expectations that
involve a number of risks and uncertainties. Such forward-looking statements are
based on the assumptions that we will be able to continue our business
strategies on a timely basis, that we will attract customers, that there will be
no materially adverse competitive conditions under which our business operates,
that our sole officer and director will remain employed as such, and that our
forecasts accurately anticipate market demand. The foregoing assumptions are
based on judgments with respect to, among other things, future economic,

competitive and market conditions, and future business decisions, all of which
are difficult or impossible to predict accurately and many of which are beyond
our control. Accordingly, although we believe that the assumptions underlying
the forward-looking statements are reasonable, any such assumption could prove
to be inaccurate and therefore there can be no assurance that the results
contemplated in forward-looking statements will be realized. In addition, as
disclosed elsewhere in this "Risk Factors" section of this prospectus, there are
a number of other risks inherent in our business and operations, which could
cause our operating results to vary markedly and adversely from prior results or
the results contemplated by the forward-looking statements. Increases in the
cost of our services, or in our general or administrative expenses, or the
occurrence of extraordinary events, could cause actual results to vary
materially from the results contemplated by these forward-looking statements.

Management decisions, including budgeting, are subjective in many respects and
subject to periodic revisions in order to reflect actual business conditions and
developments. The impact of such conditions and developments could lead us to
alter our marketing, capital investment or other expenditures and may adversely
affect the results of our operations. In light of the significant uncertainties
inherent in the forward-looking information included in this prospectus, the
inclusion of such information should not be regarded as a representation by us
or any other person that our objectives or plans will be achieved.

USE OF PROCEEDS

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01. The following table sets forth the uses of proceeds assuming the
sale of 25%, 50%, 75% and 100%, respectively, of the securities offered for sale
by the Company.

IF 25% OF IF 50% OF IF 75% OF IF 100% OF
SHARES SOLD SHARES SOLD SHARES SOLD SHARES SOLD
----------- ----------- ----------- -----------
GROSS PROCEEDS FROM
THIS OFFERING $7,500 $15,000 $22,500 $30,000

Our offering is being made on a self-underwritten basis: no minimum number of
shares must be sold in order for the offering to proceed. The offering price per
share is $0.01

The funds raised through this offering will be used to develop and complete the
business and marketing plan.

DETERMINATION OF OFFERING PRICE

As there is no established public market for our shares, the offering price and
other terms and conditions relative to our shares have been arbitrarily
determined by mBeach Software, Inc. and do not bear any relationship to assets,
earnings, book value, or any other objective criteria of value. In addition, no
investment banker, appraiser, or other independent third party has been
consulted concerning the offering price for the shares or the fairness of the
offering price used for the shares.

The price of the current offering is fixed at $0.01 per share. This price is
significantly greater than the price paid by the company's sole officer and
director for common equity since the company's inception on April 24, 2009. The
company's sole officer and director paid $0.000625 per share, a difference of
$0.009375 per share lower than the share price in this offering.

DILUTION OF THE PRICE YOU PAY FOR YOUR SHARES

Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the shares you purchase is also a result of
the lower book value of the shares held by our existing stockholders. The
following tables compare the differences of your investment in our shares with
the investment of our existing stockholders.

COMPANY IF ALL OF THE SHARES ARE SOLD
- -------------------------------------
Price per share ............................................... $ 0.01
Net tangible book value per share before offering ............. $ 0.001
Potential gain to existing shareholders ....................... $ 0
Net tangible book value per share after offering .............. $ 0.0025
Increase to present stockholders in net tangible book value
per share after offering ................................... $ 0.001875
Capital contributions ......................................... $ 7,500
Number of shares outstanding before the offering .............. 12,000,000
Number of shares after offering held by existing stockholders . 12,000,000
Percentage of ownership after offering ........................ 80%

PURCHASERS OF SHARES IN THIS OFFERING IF ALL SHARES SOLD
- --------------------------------------------------------
Price per share ............................................... $ 0.01
Dilution per share ............................................ $ 0.0075
Capital contributions ......................................... $ 30,000
Percentage of capital contributions ........................... 80%
Number of shares after offering held by public investors ...... 3,000,000
Percentage of ownership after offering ........................ 20%

THE OFFERING BY THE COMPANY

mBeach Software, Inc. is registering 3,000,000 shares of its common stock for
offer and sale.

There is currently no active trading market for our common stock, and such a
market may not develop or be sustained. We currently plan to have our common
stock listing on the OTC Bulletin Board, subject to the effectiveness of this
Registration Statement. In addition, a market maker will be required to file a
Form 211 with the National Association of Securities Dealers Inc. before the
market maker will be able to make a market in our shares of common stock. At the
date hereof, we are not aware that any market maker has any such intention.

All of the shares registered herein will become tradable on the effective date
of this registration statement. The company will not offer the shares through a
broker-dealer or anyone affiliated with a broker-dealer.

NOTE: As of the date of this prospectus, our sole officer and director, William
Gaffney, owns 12,000,000 common shares, which are subject to Rule 144
restrictions. There is currently one (1) shareholder of our common stock.

The company is hereby registering 3,000,000 common shares. The price per share
is $0.01.

In the event the company receives payment for the sale of their shares, mBeach
Software, Inc. will receive all of the proceeds from such sales. mBeach
Software, Inc. is bearing all expenses in connection with the registration of
the shares of the company.

PLAN OF DISTRIBUTION

We are offering the shares on a "self-underwritten" basis directly through
William Gaffney our executive officer and director named herein, who will not
receive any commissions or other remuneration of any kind for selling shares in
this offering, except for the reimbursement of actual out-of-pocket expenses
incurred in connection with the sale of the common stock. The offering will
conclude when all 3,000,000 shares of common stock have been sold, or 90 days
after this registration statement becomes effective with the Securities and
Exchange Commission. mBeach Software, Inc. may at its discretion extend the
offering for an additional 90 days.

This offering is a self-underwritten offering, which means that it does not
involve the participation of an underwriter to market, distribute or sell the
shares offered under this prospectus. We will sell shares on a continuous basis.
We reasonably expect the amount of securities registered pursuant to this
offering to be offered and sold within two years from this initial effective
date of this registration.

In connection with his selling efforts in the offering, William Gaffney will not
register as broker-dealer pursuant to Section 15 of the Exchange Act, but rather
will rely upon the "safe harbor" provisions of Rule 3a4-1 under the Exchange
Act. Generally speaking, Rule 3a4-1 provides an exemption from the broker-dealer
registration requirements of the Exchange Act for persons associated with an
issuer that participate in an offering of the issuer's securities. William
Gaffney is not subject to any statutory disqualification, as that term is
defined in Section 3(a)(39) of the Exchange Act. William Gaffney will not be
compensated in connection with his participation in the offering by the payment
of commissions or other remuneration based either directly or indirectly on
transactions in our securities. William Gaffney is not and has not been within
the past 12 months, a broker or dealer, and is not within the past 12 months, an
associated person of a broker or dealer. At the end of the offering, William
Gaffney will continue to primarily perform substantial duties for us or on our
behalf otherwise than in connection with transactions in securities. William
Gaffney has not participated in selling an offering of securities for any issuer
more than once every 12 months other than in reliance on Exchange Act Rule
3a4-1(a)(4)(i) or (iii).

12,000,000 common shares are issued and outstanding as of the date of this
prospectus. The company is registering an additional 3,000,000 shares of its
common stock for possible resale at the price of $0.01 per share. There is no
arrangement to address the possible effect of the offerings on the price of the
stock.

mBeach Software, Inc. will receive all proceeds from the sale of the shares by
the company. The price per share is $0.01. However, mBeach Software, Inc. common
stock may never be quoted on the OTC Bulletin Board or listed on any exchange.

The company's shares may be sold to purchasers from time to time directly by,
and subject to, the discretion of the company. Further, the company will not
offer their shares for sale through underwriters, dealers, or agents or anyone
who may receive compensation in the form of underwriting discounts, concessions
or commissions from the company and/or the purchasers of the shares for whom
they may act as agents. The shares sold by the company may be sold occasionally
in one or more transactions, either at an offering price that is fixed or that
may vary from transaction to transaction depending upon the time of sale, or at
prices otherwise negotiated at the time of sale. Such prices will be determined
by the company or by agreement between the company and any purchasers of our
common stock.

The shares may not be offered or sold in certain jurisdictions unless they are
registered or otherwise comply with the applicable securities laws of such
jurisdictions by exemption, qualification or otherwise. We intend to sell the
shares only in the states in which this offering has been qualified or an
exemption from the registration requirements is available, and purchases of
shares may be made only in those states.

In addition and without limiting the foregoing, the company will be subject to
applicable provisions, rules and regulations under the Exchange Act with regard
to security transactions during the period of time when this Registration
Statement is effective.

mBeach Software, Inc. will pay all expenses incidental to the registration of
the shares (including registration pursuant to the securities laws of certain
states).

LEGAL PROCEEDINGS

We are not a party to any material legal proceedings and to our knowledge; no
such proceedings are threatened or contemplated by any party.

BUSINESS

INTRODUCTION

mBeach Software, Inc. ("mBeach" or the "Company") is a development stage company
and was incorporated in Florida on April 24, 2009, to develop and market mobile
software. mBeach intends to be a mobile transaction enablement software company.
Our proprietary platform should allow firms to seamlessly extend the
transactional capabilities of their existing Web sites to over 1,500 handheld
device types. We intend to build around a proprietary data transmission
technique known as SmartStream, our customers should be able to deliver fully
secured transactions wirelessly at speeds vastly exceeding those available to
browser based mobile phone applications.

We have not generated any revenues to date and our activities have been limited
to developing the Business Plan. We will not have the necessary capital to
develop our Business Plan until we are able to secure financing. There can be no
assurance that such financing will be available on suitable terms. See
"Management's Discussion and Analysis Plan of Operations" and "Liquidity and
Capital Resources."

We have no plans to change our business activities or to combine with another
business and are not aware of any events or circumstances that might cause us to
change our plans. We have no revenues, have achieved losses since inception,
have no operations, have been issued a going concern opinion and rely upon the
sale of our securities to funds operations.

The following description of our business is intended to provide an
understanding of our Company and our strategic bearing.

STRATEGY

mBeach Software, Inc. intends to build a world-class mobile software firm by
developing enterprise software solutions to allow firms to seamlessly extend the
transactional capabilities of their existing Web sites to over 1,500 handheld
device types. mBeach has developed the following business strategy to address
the mobile transaction opportunity:

The Company initially identified markets where:

o Targets and their customers were likely to be early adopters of
wireless technologies;

o there was no apparent or dominant competition;

o the Company could leverage existing channels to quickly become the
dominant provider as we interface and wirelessly extend existing Web
environments;

o the Company could implement a stable recurring revenue model on a
client base that would exceed 10,000 users per client over time.

Accordingly, the company intends to primarily target three markets: Gaming &
Entertainment; Financial Services; and large Enterprises where remote access to
information is a necessity to their business (i.e. Insurance, Real Estate, and
Field Services). A secondary market we have been successful in penetrating is
video surveillance and the delivery of live streaming video content.

Of the three primary markets, the $1.5 trillion global gaming market will be the
top primary market for mBeach's technology. We intend to approach the gaming and
entertainment sector through a channel strategy. There are a number of gaming
software companies supporting approximately 1,500 gaming operators who generate
revenue from their players. By affiliating with these companies through a VAR
(Value Added Reseller) model, mBeach intends to extend their gaming solutions to
the wireless user. In essence we should leverage the existing supplier-customer
relationships within the industry in a non-threatening way.

This market strategy has proven to be successful. We anticipate having a number
of software providers who will sign multi-year exclusive contracts based on the
Business Model described in the previous section. The top sports book and horse
racing software providers (Scientific Games (pari-mutuel), United Tote, YouBet,
Churchill Downs, Finsoft, Orbis, BetOptions, IQ-Ludorum, Digital Gaming
Solutions, BoDog, Interactive Gaming & Wagering, and ASI/Extension, CaribSports,
Sportsbook.com) are additional targets for mBeach which represents approximately
300 sports books and horse racing sites and 75% of the sports and horse racing
industries. We intend to work to deploy a mobile solution across all of their
gaming site operators so that these operators can offer a mobile product to
their user base. Bonus programs, News/Scores/Stats, refer-a-friend, SMS push
technology, affiliate tracking, multi-lingual support, all will contribute to
the success of the adoption and use of the application.

mBeach intends to aggressively pursue its strategy with software, services and
Internet applications in the areas of marketing, selling, and managing field
service relationships. In order to effectively execute its rapid growth
strategy, mBeach intends to initially focus on the consumer retail and
technology markets.

William Gaffney, our CEO, prior to the start up of mBeach has been instrumental
in validating the business concept of mBeach. He has evaluated numerous direct
competitors in the relevant business spaces, in order to understand how to
create competitive advantages within our marketplace. He brings start-up
experience, and extensive experience with respect to development stage
companies.

THE MARKET

Wireless applications are an important emerging technology. Adoption issues
facing the wireless industry revolve around performance, security, and ease of
use. Given this dynamic landscape and the importance of wireless applications to
future business opportunities, along with the unique and specialized skill-sets
required to develop wireless applications, organizations are turning to wireless
solutions companies to design and implement their wireless strategies. In order
to meet these demands, new technologies, and therefore new companies, such as
mBeach, are emerging to fulfill these technically challenging requirements.

According to the International Telecommunications Union, there are over 4
billion mobile device users worldwide, with 90 percent connected to the wireless
Internet. The evolution of the Internet has lead to a fundamental change in
behavior for both the consumer and the enterprise. The wireless Internet is the
next step in this evolution. According to data compiled by Forrester Research,
90 percent of the IT executives interviewed plan to launch mobile services and
business functions to handheld devices. It is without question that the wireless
industry should continue to experience tremendous growth.

From an enterprise market sizing perspective, Bear, Stearns/JP Morgan expects
this to translate into a $12.3 Billion market for enterprise software and
services, a figure that conservatively represents 3% of total technology
spending in the segment. Spending should also increase as the complexity of
applications mobilized increases, an attribute that should be enabled not only
by faster networks, but also the ability to implement thick client solutions.

MANAGEMENT

We intend to employ and use consultants to build the corporate infrastructure in
FINANCE, ACCOUNTING, MARKETING, SALES, SOFTWARE, PURCHASING and other
administrative functions.

SALES AND MARKETING

mBeach intends to have a limited direct sales force dedicated to marketing and
selling services to clients seeking mobile transactional solutions. mBeach
expects to grow the sale force conservatively in both Florida and other states
in the south east. The sales team intends to identify prospects, develop
opportunities, close sales, and manage client relationships.

To achieve market penetration, mBeach intends to leverage the indirect sales
channel. Indirect sales should be produced through business development efforts
to create strategic partnerships with SI's(system Integrators) and ISV's
(independent software vendors) to not only leverage their sales force but also
to leverage their install base. SI partners should also be employed to augment
our professional services staff for implementations. mBeach' strategy is to
quickly establish relationships with the market leaders as they position
themselves to respond to their customer's mobile and wireless needs.

COMPETITION

As a provider of wireless solutions, mBeach has assessed its potential
competitors based primarily on their functionality of wireless product, the
security and scalability of their architecture, and industry focus. Due to our
strong emphasis in the gaming sector we have also compared ourselves to software
providers focused solely in the entertainment content sector.

FOCUSED PROVIDERS: These are companies that have built a wireless set of tools
that attempt to address the needs of a specific vertical market. Currently most
of the competition in this sector derive their revenue from infra-structure and
ongoing professional services and build to a specific device type (i.e.
Blackberry, Palm, and Pocket/PC). For these companies to adapt their offering to
next generation devices would mean re-architecting the way they conduct business
and losing the infra-structure and professional services components of their
business. They have, to date, focused on financial institutions or carriers for
penetration. These include Aligo (recently acquired), Infowave, Aether, 724, and
iAnywhere. Our difference should come from our ability to support over 1,000
device types allowing us to go after the consumer application also. We should
also provide a more vivid presentation and increased performance learnt from our
gaming experience.

GAMING SPECIFIC PROVIDERS: There are a number of SMS and mobile phone download
game providers in today's market, including Cellectivity, Probability Games,
Mfuse, Airborne Entertainment. None of them have made any significant
penetration into the play for real gaming environment due to security breaches
and huge latency issues inherent to their architecture and the technical
restrictions that exist on the handheld devices such as storage size
restrictions. These companies sell their own games and content and therefore are
competing with the existing casino software providers. Our difference should be
that we never produce content. Whether a game or a sports book or race programs.
We should focus exclusively on delivering content on behalf of our clients of
partners. Therefore we should never compete against the companies that have an
established client base in the Internet market, they become our partners and
introduce us to that client base. We should also focus on portability such as
supporting 1,500 device types and enhancing the performance and presentation -
we should not have to worry about the creativity required to continually produce
new games and titles and content.

SYSTEMS INTEGRATORS: Custom solutions should still consume some of the wireless
market share as large organizations continually try to build ground-up solutions
for each client, under the assumption that wireless is easy and can be built
without the aid of tools and wireless platforms. These companies include IBM,
EDS, Accenture, Bearing Point, and BEA Systems. However, these companies may
also be potential clients and Value Added Resellers of mBeach's suite of
products.

With any growing and expanding market, mBeach also expects new competitors to
emerge. The wireless market is not expected to be any different, particularly
with the prevalence of open standards. Although various competitors have
emerged, the mobile application market is still in its infancy.

There are no dominant players that address our target market with these types of
capabilities.

STAFFING

As of April 30, 2009, mBeach Software, Inc. has no permanent staff other than
its sole officer and director, William Gaffney, who is the President and
Chairman of the company. William Gaffney has the flexibility to work on mBeach
Software, Inc. up to 20 to 25 hours per week. He is prepared to devote more time
to our operations as may be required. He is not being paid at present.

EMPLOYEES AND EMPLOYMENT AGREEMENTS

At present, mBeach Software, Inc. has no employees other than its current sole
officer and director, William Gaffney, who has not been compensated. There are
no employment agreements in existence. The company presently does not have any
pension, health, annuity, insurance, stock options, profit sharing, or similar
benefit plans; however, the company may adopt plans in the future. There are
presently no personal benefits available to the company's director.

During the initial implementation of our development strategy, the company
intends to hire independent consultants, contractors, and fee-for-service
laboratories, to develop, prototype, various components of sensor platforms.

MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

This section of the prospectus includes a number of forward-looking statements
that reflect our current views with respect to future events and financial
performance. Forward-looking statements are often identified by words like:
"believe", "expect", "estimate", "anticipate", "intend", "project" and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of this prospectus. These forward-looking statements are subject
to certain risks and uncertainties that could cause actual results to differ
materially from historical results or our predictions.

WE ARE A DEVELOPMENT STAGE COMPANY ORGANIZED TO DEVELOP AND MARKET MOBILE
SOFTWARE.

We have not yet generated or realized any revenues from business operations. Our
auditors have issued a going concerned opinion. This means there is substantial
doubt that we can continue as an on-going business for the next twelve (12)
months unless we obtain additional capital to pay our bills. This is because we
have not generated any revenues and no revenues are anticipated until we begin
marketing our service to customers. Accordingly, we must raise cash from sources
other than revenues generated from the proceeds of loans we undertake.

From inception to April 30, 2009, the company's business operations have
primarily been focused on developing our business plan and market research.

LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL

THERE IS NO HISTORICAL FINANCIAL INFORMATION ABOUT US UPON WHICH TO BASE AN
EVALUATION OF OUR PERFORMANCE. MBEACH SOFTWARE, INC. WAS INCORPORATED IN THE
STATE OF FLORIDA ON April 24, 2009; WE ARE A DEVELOPMENT STAGE COMPANY
ATTEMPTING TO ENTER INTO THE FINANCIAL SOFTWARE MARKET. OUR INTENDED PRIMARY
MARKETING BUSINESS APPROACH SHOULD BE TO PARTNER WITH ESTABLISHED FINANCIAL
INSTITUTIONS TO MARKET AND SUPPORT THE PRODUCT OFFERING. WE HAVE NOT GENERATED
ANY REVENUES FROM OUR OPERATIONS. WE CANNOT GUARANTEE WE WILL BE SUCCESSFUL IN
OUR BUSINESS OPERATIONS. OUR BUSINESS IS SUBJECT TO RISKS INHERENT IN THE
ESTABLISHMENT OF A NEW BUSINESS ENTERPRISE, INCLUDING THE FINANCIAL RISKS

ASSOCIATED WITH THE LIMITED CAPITAL RESOURCES CURRENTLY AVAILABLE TO US FOR THE
IMPLEMENTATION OF OUR BUSINESS STRATEGIES(SEE "RISK FACTORS"). TO BECOME
PROFITABLE AND COMPETITIVE, WE MUST DEVELOP THE BUSINESS AND MARKETING PLAN,
EXECUTE THE PLAN AND ESTABLISH SALES AND CO-DEVELOPMENT RELATIONSHIPS WITH
CUSTOMERS AND PARTNERS.

Our sole officer and director undertakes to provide us with initial operating
and loan capital to sustain our business plan over the next twelve (12) month
period partially through this offering and will seek alternative financing
through means such as borrowings from institutions or private individuals.

PLAN OF OPERATION

Over the 12 month period starting upon the effective date of this registration
statement, the company must raise capital in order to complete the Business and
Marketing Plan and to commence the execution.

Since inception to April 24, 2009, mBeach Software, Inc. has spent a total of
$79.00 on start-up costs. The company has not generated any revenue from
business operations. All proceeds currently held by the company are the result
of the sale of common stock to its officers.

The company incurred expenditures of $ 0.00 for accounting services, the
preparation of audited financial statements and legal services. The company also
had expenditures of $ 0.00 for general administrative costs.

Since inception, the majority of the company's time has been spent refining its
business plan and conducting industry research, and preparing for a primary
financial offering.

LIQUIDITY AND CAPITAL RESOURCES

As of the date of this registration statement, we have yet to generate any
revenues from our business operations. For the period ended April 30, 2009,
mBeach Software, Inc. issued 12,000,000 shares of common stock to our sole
officer and director for cash proceeds of $7,500 at $0.000625 per share.

As we anticipate needing a minimum of $125,000 in order to execute our business
plan in a meaningful way over the next year, the available cash is not
sufficient to allow us to commence full execution of our business plan. Our
business expansion will require significant capital resources that may be funded
through the issuance of common stock or of notes payable or other debt
arrangements that may affect our debt structure. Despite our current financial
status we believe that we may be able to issue notes payable or debt instruments
in order to start executing our Business and Marketing Plan. We anticipate that
receipt of such financing may require granting a security interest in the
service offering, but are willing to grant such interest to secure the necessary
funding.

Through April 30, 2009, we have spent a total of $79.00 in G & A. We raised the
cash amounts used in these activities from our officer.

To date, we have managed to keep our monthly cash flow requirement low for two
reasons. First, our sole officer has agreed not to draw a salary until a minimum
of $250,000 in funding is obtained or until we have achieved $500,000 in gross
revenues. Second, we have been able to keep our operating expenses to a minimum
by operating in space owned by our sole officer and are only paying the direct
expenses associated with our business operations.

Given our low monthly cash flow requirement and the agreement of our officer,
management believes that, even though our auditors have expressed substantial
doubt about our ability to continue as a going concern, and assuming that we do
not commence our anticipated operations it has sufficient financial resources to
meet its obligations for at least the next twelve months.

In the early stages of our company, we will need cash for completing the
business and marketing plan. We anticipate that during the first year, in order
to execute our business plan to any meaningful degree, we would need to spend a
minimum of $125,000 on such endeavors. If we are unable to raise the funds
partially through this offering we will seek alternative financing through means
such as borrowings from institutions or private individuals. There can be no
assurance that we will be able to keep costs from being more than these
estimated amounts or that we will be able to raise such funds. Even if we sell
all shares offered through this registration statement, we expect that we will
seek additional financing in the future. However, we may not be able to obtain
additional capital or generate sufficient revenues to fund our operations. If we
are unsuccessful at raising sufficient funds, for whatever reason, to fund our
operations, we may be forced to seek a buyer for our business or another entity
with which we could create a joint venture. If all of these alternatives fail,
we expect that we will be required to seek protection from creditors under
applicable bankruptcy laws.

Our independent auditor has expressed substantial doubt about our ability to
continue as a going concern and believes that our ability is dependent on our
ability to implement our business plan, raise capital and generate revenues. See
Note 6 of our financial statements.

MANAGEMENT

OFFICERS AND DIRECTORS

Our sole officer and director will serve until his successor is elected and
qualified. Our officers are elected by the board of directors to a term of one
(1) year and serve until their successor is duly elected and qualified, or until
they are removed from office. The board of directors has no nominating, auditing
or compensation committees.

The name, address, age and position of our president, secretary/treasurer, and
director and vice president is set forth below:

Name and Address Age Position(s)
- ---------------- --- -----------
William Gaffney 53 President, Secretary/Treasurer, Principal
Executive Officer Principal Financial Officer,
and sole member of the Board of Directors

The person named above has held his offices/positions since the inception of our
company and is expected to hold his offices/positions until the next annual
meeting of our stockholders.

COMMITTEES OF THE BOARD OF DIRECTORS

Our Board of Directors has not established any committees, including an Audit
Committee, a Compensation Committee, a Nominating Committee or any committee
performing a similar function. The functions of those committees are being
undertaken by the entire board as a whole. Because we do not have any
independent directors, our Board of Directors believes that the establishment of
committees of the Board would not provide any benefits to our company and could
be considered more form than substance.

We do not have a policy regarding the consideration of any director candidates
which may be recommended by our stockholders, including the minimum
qualifications for director candidates, nor has our Board of Directors
established a process for identifying and evaluating director nominees. We have
not adopted a policy regarding the handling of any potential recommendation of
director candidates by our stockholders, including the procedures to be
followed. Our Board has not considered or adopted any of these policies as we
have never received a recommendation from any stockholder for any candidate to
serve on our Board of Directors. Given our relative size and lack of directors
and officers insurance coverage, we do not anticipate that any of our
stockholders will make such a recommendation in the near future. While there
have been no nominations of additional directors proposed, in the event such a
proposal is made, all members of our Board will participate in the consideration
of director nominees. Our director is not an "audit committee financial expert"
within the meaning of Item 401(e) of Regulation S-B. In general, an "audit
committee financial expert" is an individual member of the audit committee or
Board of Directors who:

o understands generally accepted accounting principles and financial
statements,

o is able to assess the general application of such principles in
connection with accounting for estimates, accruals and reserves,

o has experience preparing, auditing, analyzing or evaluating financial
statements comparable to the breadth and complexity to our financial
statements,

o understands internal controls over financial reporting, and

o understands audit committee functions.

Our Board of Directors is comprised of an individual who was integral to our
formation and who is involved in our day to day operations. While we would
prefer our director be an audit committee financial expert, the individual who
has been key to our development has professional background in finance or
accounting. As with most small, early stage companies, until such time as our
company further develops its business, achieves a stronger revenue base and has
sufficient working capital to purchase directors and officers insurance, we do
not have any immediate prospects to attract independent directors. When we are
able to expand our Board of Directors to include one or more independent
directors, we intend to establish an Audit Committee of our Board of Directors.
It is our intention that one or more of these independent directors will also
qualify as an audit committee financial expert. Our securities are not quoted on
an exchange that has requirements that a majority of our Board members be
independent and we are not currently otherwise subject to any law, rule or
regulation requiring that all or any portion of our Board of Directors include
"independent" directors, nor are we required to establish or maintain an Audit
Committee or other committee of our Board of Directors.

WE DO NOT HAVE ANY INDEPENDENT DIRECTORS AND WE HAVE NOT VOLUNTARILY IMPLEMENTED
VARIOUS CORPORATE GOVERNANCE MEASURES, IN THE ABSENCE OF WHICH, STOCKHOLDERS MAY
HAVE MORE LIMITED PROTECTIONS AGAINST INTERESTED DIRECTOR TRANSACTIONS,
CONFLICTS OF INTEREST AND SIMILAR MATTERS.

Recent Federal legislation, including the Sarbanes-Oxley Act of 2002, has
resulted in the adoption of various corporate governance measures designed to
promote the integrity of the corporate management and the securities markets.
Some of these measures have been adopted in response to legal requirements.
Others have been adopted by companies in response to the requirements of
national securities exchanges, such as the NYSE or The NASDAQ Stock Market, on
which their securities are listed. Among the corporate governance measures that
are required under the rules of national securities exchanges are those that
address board of directors' independence, audit committee oversight, and the
adoption of a code of ethics. Our Board of Directors is comprised of one
individual who is also our executive officer. Our executive officer makes
decisions on all significant corporate matters such as the approval of terms of
the compensation of our executive officer and the oversight of the accounting
functions.

Although we have adopted a Code of Ethics and Business Conduct we have not yet
adopted any of these other corporate governance measures and, since our
securities are not yet listed on a national securities exchange, we are not
required to do so. We have not adopted corporate governance measures such as an
audit or other independent committees of our board of directors as we presently
do not have any independent directors. If we expand our board membership in
future periods to include additional independent directors, we may seek to
establish an audit and other committees of our board of directors. It is
possible that if our Board of Directors included independent directors and if we
were to adopt some or all of these corporate governance measures, stockholders
would benefit from somewhat greater assurances that internal corporate decisions
were being made by disinterested directors and that policies had been
implemented to define responsible conduct. For example, in the absence of audit,
nominating and compensation committees comprised of at least a majority of
independent directors, decisions concerning matters such as compensation
packages to our senior officers and recommendations for director nominees may be
made by a majority of directors who have an interest in the outcome of the
matters being decided. Prospective investors should bear in mind our current
lack of corporate governance measures in formulating their investment decisions.

CODE OF BUSINESS CONDUCT AND ETHICS

In April 2009 we adopted a Code of Ethics and Business Conduct which is
applicable to our future employees and which also includes a Code of Ethics for
our CEO and principal financial officers and persons performing similar
functions. A code of ethics is a written standard designed to deter wrongdoing
and to promote

o honest and ethical conduct,

o full, fair, accurate, timely and understandable disclosure in
regulatory filings and public statements,

o compliance with applicable laws, rules and regulations,

o the prompt reporting violation of the code, and

o accountability for adherence to the code.

A copy of our Code of Business Conduct and Ethics has been filed with the
Securities and Exchange Commission as an exhibit to our S-1/A filing. Any person
desiring a copy of the Code of Business Conduct and Ethics, can obtain one by
going to Edgar and looking at the attachments to our S-1/A.

BACKGROUND OF OFFICERS AND DIRECTORS

William Gaffney, PRESIDENT, CEO, DIRECTOR, SECRETARY/TREASURER

RESUME

Mr. Gaffney has over 20 years of entrepreneurial experience in business and
innovative technology companies. William Gaffney joined uVuMobile in September
2007 with a primary focus on sales and business development. uVuMobile provides
software to companies that allow them to conduct mobile transactions. He brings
to the Company extensive entrepreneurial experience in starting up and working
with innovative technology driven companies. Prior to joining uVuMobile, Mr.
Gaffney was a business development consultant from October 2006 to September
2007 for Interop Technologies, LLC. From May 2004 to September 2006, Mr. Gaffney
was the Director of Business Development for Matestar Electronics, a Chinese OEM
manufacturer of audio and video consumer electronic products. From September
1999 to April 2004, Mr. Gaffney was the Founder of Downloadable Technologies,
LLC, a leading innovator of digital audio products for the toy industry.

CONFLICTS OF INTEREST

At the present time, we do not foresee a direct conflict of interest with our
sole officer and director. The only conflict that we foresee is William
Gaffney's devotion of time to projects that do not involve us. In the event that
William Gaffney ceases devoting time to our operations, he has agreed to resign
as an officer and director.

EXECUTIVE COMPENSATION

William Gaffney will not be taking any compensation until the Company has raised
$250,000 in working capital or has sales in excess of $500,000.

SUMMARY OF COMPENSATION

We did not pay any salaries in 2009. We do not anticipate beginning to pay
salaries until we have adequate funds to do so. There are no stock option plans,
retirement, pension, or profit sharing plans for the benefit of our officers and
director other than as described herein.

REMUNERATION OF DIRECTORS AND OFFICERS

The following table sets forth the remuneration of our sole director and officer
for the period from inception through, 2009.

CAPACITIES IN WHICH AGGREGATE
NAME OF INDIVIDUAL REMUNERATION WAS RECEIVED REMUNERATION
- ------------------ ------------------------- ------------
William Gaffney Sole Executive Officer and Director $0

We have no employment agreements with our sole Executive Officer and Director.
We will not pay compensation to Directors for attendance at meetings. We will
reimburse the Directors for reasonable expenses incurred during the course of
their performance.

DIRECTOR COMPENSATION

Mr. William Gaffney a member of our Board of Directors is also our executive
officer. We do not pay fees to directors for attendance at meetings of the Board
of Directors or of committees; however, we may adopt a policy of making such
payments in the future. We will reimburse out-of-pocket expenses incurred by
directors in attending board and committee meetings.

LONG-TERM INCENTIVE PLAN AWARDS

We do not have any long-term incentive plans that provide compensation intended
to serve as incentive for performance.

EMPLOYMENT AGREEMENTS

At this time, mBeach Software, Inc. has not entered into any employment
agreements with our sole officer and director. If there is sufficient cash flow
available from our future operations, the company may in the future enter into
employment agreements with our sole officer and director, or future key staff
members.

INDEMNIFICATION

Under our Articles of Incorporation and Bylaws of the corporation, we may
indemnify an officer or director who is made a party to any proceeding,
including a lawsuit, because of his position, if he acted in good faith and in a
manner he reasonably believed to be in our best interest. We may advance
expenses incurred in defending a proceeding. To the extent that the officer or
director is successful on the merits in a proceeding as to which he is to be
indemnified, we must indemnify him against all expenses incurred, including
attorney's fees. With respect to a derivative action, indemnity may be made only
for expenses actually and reasonably incurred in defending the proceeding, and
if the officer or director is judged liable, only by a court order. The
indemnification is intended to be to the fullest extent permitted by the laws of
the State of Florida

Regarding indemnification for liabilities arising under the Securities Act of
1933, which may be permitted to directors or officers under Florida law, we are
informed that, in the opinion of the Securities and Exchange Commission,
indemnification is against public policy, as expressed in the Act and is,
therefore, unenforceable.

PRINCIPAL STOCKHOLDERS

The following table sets forth, as of the date of this prospectus, the total
number of shares owned beneficially by our sole officer and director, and key
employees, individually and as a group, and the present owners of 5% or more of
our total outstanding shares. The table also reflects what his ownership will be
assuming completion of the sale of all shares in this offering. The stockholder
listed below has direct ownership of his shares and possesses sole voting and
dispositive power with respect to the shares.

Number Percentage
of Shares of ownership
after offering after offering
assuming all assuming all
Name and address Number of Shares of the shares of the shares
Beneficial Ownership (1) Before Offering are sold are sold
- ------------------------ ---------------- -------------- --------------

William Gaffney 12,000,000 12,000,000 75%

All Officers and 12,000,000 12,000,000 75%
Directors as a Group
(1 person)
_________

(1) The person named above may be deemed to be a "parent" and "promoter" of our
company, within the meaning of such terms under the Securities Act of 1933, as
amended, by virtue of his direct and indirect stock holdings. William Gaffney is
the only "promoter" of our company.

For the period ended April 30, 2009, a total of 12,000,000 shares of common
stock were issued to our sole officer and director, all of which are restricted
securities, as defined in Rule 144 of the Rules and Regulations of the SEC
promulgated under the Securities Act. Under Rule 144, the shares can be publicly
sold, subject to volume restrictions and restrictions on the manner of sale,
commencing one year after their acquisition. Under Rule 144, a shareholder can
sell up to 1% of total outstanding shares every three months in brokers'
transactions. Shares purchased in this offering, which will be immediately
resalable, and sales of all of our other shares after applicable restrictions
expire, could have a depressive effect on the market price, if any, of our
common stock and the shares we are offering.

Our sole officer and director will continue to own the majority of our common
stock after the offering, regardless of the number of shares sold. Since he will
continue control our company after the offering, investors in this offering will
be unable to change the course of our operations. Thus, the shares we are
offering lack the value normally attributable to voting rights. This could
result in a reduction in value of the shares you own because of their
ineffective voting power. None of our common stock is subject to outstanding
options, warrants, or securities convertible into common stock.

The company is hereby registering 3,000,000 of its common shares, in addition to
the 12,000,000 shares currently issued and outstanding. The price per share is
$0.01 (please see "Plan of Distribution" below).

The 12,000,000 shares currently issued and outstanding were acquired by our sole
officer and director for the period ended, April 30, 2009. We issued a total of
12,000,000 common shares for consideration of $7,500, which was accounted for as
a purchase of common stock.

DESCRIPTION OF SECURITIES

COMMON STOCK

The authorized common stock is two hundred and fifty million (250,000,000)
shares with a par value of $.0001 for an aggregate par value of twenty five
thousand dollars ($25,000).

* have equal ratable rights to dividends from funds legally available if and
when declared by our Board of Directors;

* are entitled to share ratably in all of our assets available for
distribution to holders of common stock upon liquidation, dissolution or winding
up of our affairs;

* do not have preemptive, subscription or conversion rights and there are no
redemption or sinking fund provisions or rights;

* and are entitled to one non-cumulative vote per share on all matters on
which stockholders may vote.

We refer you to the Bylaws of our Articles of Incorporation and the applicable
statutes of the State of Florida for a more complete description of the rights
and liabilities of holders of our securities.

NON-CUMULATIVE VOTING

Holders of shares of our common stock do not have cumulative voting rights,
which means that the holders of more than 50% of the outstanding shares, voting
for the election of directors, can elect all of the directors to be elected, if
they so choose, and, in that event, the holders of the remaining shares will not
be able to elect any of our directors. After this offering is completed, present
stockholders will own approximately 60% of our outstanding shares.

CASH DIVIDENDS

As of the date of this prospectus, we have not declared or paid any cash
dividends to stockholders. The declaration of any future cash dividend will be
at the discretion of our Board of Directors and will depend upon our earnings,
if any, our capital requirements and financial position, our general economic
conditions, and other pertinent conditions. It is our present intention not to
pay any cash dividends in the foreseeable future, but rather to reinvest
earnings, if any, in our business operations.

REPORTING

After we complete this offering, we will not be required to furnish you with an
annual report. Further, we will not voluntarily send you an annual report. We
will be required to file reports with the SEC under section 15(d) of the
Securities Act. The reports will be filed electronically. The reports we will be
required to file are Forms 10-K, 10-Q, and 8-K. You may read copies of any
materials we file with the SEC at the SEC's Public Reference Room at 100 F
Street, N.E., Washington, D.C. 20549. You may obtain information on the
operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The
SEC also maintains an Internet site that will contain copies of the reports we
file electronically. The address for the Internet site is www.sec.gov.

STOCK TRANSFER AGENT

We have not engaged the services of a transfer agent at this time. However,
within the next twelve months we anticipate doing so. Until such a time a
transfer agent is retained, mBeach Software, Inc. will act as its own transfer
agent.

STOCK OPTION PLAN

The Board of Directors of mBeach Software, Inc. has not adopted a stock option
plan ("Stock Option Plan"). The company has no plans to adopt a stock option
plan but may choose to do so in the future. If such a plan is adopted, this plan
may be administered by the board or a committee appointed by the board (the
"Committee"). The committee would have the power to modify, extend or renew
outstanding options and to authorize the grant of new options in substitution
therefore, provided that any such action may not, without the written consent of
the optionee, impair any rights under any option previously granted. mBeach
Software, Inc. may develop an incentive based stock option plan for its officers
and directors and may reserve up to 10% of its outstanding shares of common
stock for that purpose.

LITIGATION

We are not a party to any pending litigation and none is contemplated or
threatened.

LEGAL MATTERS

The validity of the securities offered by this prospectus will be passed upon
for us by Schneider Weinberger & Beilly LLP.

EXPERTS

Our financial statements have been audited for the period ending April 30, 2009
by Moore and Associates, as set forth in their report included in this
prospectus. Their report is given upon their authority as experts in accounting
and auditing.

FINANCIAL STATEMENTS

FINANCIAL STATEMENTS Audited April 30, 2009

Auditors' Report .......................................................... F-2

Balance Sheet ............................................................. F-3

Statement of Operations ................................................... F-4

Statement of Stockholders' Equity (Deficit) ............................... F-5

Statement of Cash Flows ................................................... F-6

Notes to the Financial Statements ......................................... F-7

F-1

MOORE & ASSOCIATES, CHARTERED
ACCOUNTANTS AND ADVISORS
------------------------
PCAOB REGISTERED

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
-------------------------------------------------------

To the Board of Directors
mBeach Software, Inc.
(A Development Stage Company)

We have audited the accompanying balance sheet of mBeach Software, Inc. (A
Development Stage Company) as of April 30, 2009, and the related statements of
operations, stockholders' equity (Deficiency) and cash flows for the period from
inception on April 24, 2009 through April 30, 2009. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audits.

We conduct our audits in accordance with standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of mBeach Software, Inc. (A
Development Stage Company) as of April 30, 2009, and the related statements of
operations, stockholders' equity and cash flows for the period from inception on
April 24, 2009 through April 30, 2009, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 6 to the
financial statements, the Company has an accumulated deficit of $79, which
raises substantial doubt about its ability to continue as a going concern.
Management's plans concerning these matters are also described in Note 6. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

/s/ Moore & Associates, Chartered

Moore & Associates, Chartered
Las Vegas, Nevada
May 18, 2009

6490 West Desert Inn Rd, Las Vegas, NV 89146 (702) 253-7499 Fax (702) 253-7501
------------------------------------------------------------------------------

F-2

mBeach Software, Inc
(A Development Stage Company)
Balance Sheet

ASSETS
------
As of
April 30,
2009
----------

CURRENT ASSETS
Cash and cash equivalents ...................................... $ 7,500
----------
Total current assets ........................................ 7,500
----------

----------
TOTAL ASSETS ...................................................... $ 7,500
==========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIENCY)
-------------------------------------------------

CURRENT LIABILITIES
Loan from Officer (See notes to financial statements) .......... -
----------
Total liabilities ........................................... -
==========

STOCKHOLDERS' EQUITY (DEFICIENCY)
Capital Stock (Note 3)
Authorized:
250,000,000 common shares, $0.0001 par value
Issued and outstanding shares:
12,000,000 ............................................... $ 1,200
Additional paid-in capital .................................. 6,379
Deficit accumulated during the development stage ............ (79)
----------
Total Stockholders' Equity (Deficiency) ........................ 7,500
----------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ........................ $ 7,500
==========

The accompanying notes are an integral part of these financial statements.

F-3

mBeach Software, Inc.
(A Development Stage Company)
Statement of Operations

For the Period
from Inception
April 24,
2009 to
April 30,
2009
--------------

REVENUES .................................................... $ 0
-------------

EXPENSES
General & Administrative ................................. $ 79
-------------

Loss Before Income Taxes .................................... $ 79
-------------

Provision for Income Taxes .................................. 0
-------------

Net Loss .................................................... $ 79
=============

PER SHARE DATA:

Basic and diluted loss per common share .................. $ 0
=============

Weighted Average Common shares outstanding ............... 12,000,000
=============

The accompanying notes are an integral part of these financial statements.

F-4

mBeach Software, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity (Deficiency)

Deficit
Accumulated
Common Stock Additional During the
----------------------- Paid-in Development
Shares Amount Capital Stage Total
---------- ---------- ---------- ----------- -------

Inception - April 24, 2009 ....... - $ - $ - $ - $ -

Common shares issued to Founder
for cash at $0.000625 per share
(par value $0.0001) on
April 24, 2009 ................ 12,000,000 1,200 6,300 - 7,500

Contributed Capital ........... - - 79 - 79

Loss for the period from
inception on April 24, 2009
to April 30, 2009 ............. - - - (79) (79)
---------- ---------- ---------- ---------- -------

Balance - April 30, 2009 ......... 12,000,000 1,200 6,379 (79) 7,500
========== ========== ========== ========== =======

The accompanying notes are an integral part of these financial statements.

F-5

mBeach Software, Inc.
(A Development Stage Company)
Statement of Cash Flows

For the Period
from Inception
April 24,
2009 to
April 30,
2009
--------------
OPERATING ACTIVITIES

Loss for the period ........................................ $ (79)

Changes in Operating Assets and Liabilities:
(Increase) decrease in prepaid expenses ................. -
Increase (decrease) in accounts payable ................. -
Increase (decrease) in accrued liabilities .............. -
Contributed Capital .................................. 79
----------
Net cash used in operating activities ...................... -
----------

INVESTING ACTIVITIES
----------
Net cash used in operating activities ...................... 79
----------

FINANCING ACTIVITIES

Common stock issued for cash ............................... 7,500
----------
Net cash provided by financing activities .................. 7,500
----------

INCREASE IN CASH AND CASH EQUIVALENTS ......................... 7,500

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD .............. 0
----------

CASH AND CASH EQUIVALENTS AT END OF PERIOD .................... $ 7,500
==========

Supplemental Cash Flow Disclosures:

Cash paid for:
Interest expense ........................................ $ -
==========
Income taxes ............................................ $ -
==========

The accompanying notes are an integral part of these financial statements.

F-6

MBEACH SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(APRIL 30, 2009)

NOTE 1. GENERAL ORGANIZATION AND BUSINESS

mBeach Software, Inc. ("mBeach Software, Inc.") is a development stage company,
incorporated in the State of Florida on, 04/24/2009, to develop a mobile
transaction enablement software company.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

Accounting Basis
- ----------------

These financial statements are prepared on the accrual basis of accounting in
conformity with accounting principles generally accepted in the United States of
America.

Cash and Cash Equivalents
- -------------------------

For the purpose of the financial statements cash equivalents include all highly
liquid investments with maturity of three months or less.

Earnings (Loss) per Share
- -------------------------

The basic earnings (loss) per share are calculated by dividing the Company's net
income available to common shareholders by the weighted average number of common
shares outstanding during the year. The diluted earnings (loss) per share are
calculated by dividing the Company's net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year. The diluted weighted average number of shares outstanding is the basic
weighted number of shares adjusted as of the first of the year for any
potentially dilutive debt or equity. There are no diluted shares outstanding.

Dividends
- ---------

The Company has not adopted any policy regarding payment of dividends. No
dividends have been paid during the period shown.

Income Taxes
- ------------

The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, "Accounting for Income Taxes". SFAS No. 109 requires the use
of an asset and liability approach in accounting for income taxes. SFAS No. 109
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized. No provision for income taxes
is included in the statement due to its immaterial amount, net of the allowance
account, based on the likelihood of the Company to utilize the loss
carry-forward

F-7

MBEACH SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(APRIL 30, 2009)

Advertising
- -----------

The Company expenses advertising as incurred. The advertising since inception
has been $0.0

Use of Estimates
- ----------------

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period. Actual results could differ from those estimates.

Revenue and Cost Recognition
- ----------------------------

The Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.

Property
- --------

The company does not own any real estate or other properties. The company's
office is located 105 Hickory Oak Hollow, Cumming Ga 30040. Our contact number
is 678-358-6954. The business office is located at the home of William Gaffney,
the CEO of the company at no charge to the company.

NOTE 3. INCOME TAXES:

The Company provides for income taxes under Statement of Financial Accounting
Standards No. 109, Accounting for Income Taxes. SFAS No. 109 requires the use of
an asset and liability approach in accounting for income taxes. Deferred tax
assets and liabilities are recorded based on the differences between the
financial statement and tax bases of assets and liabilities and the tax rates in
effect currently.

SFAS No. 109 requires the reduction of deferred tax assets by a valuation
allowance if, based on the weight of available evidence, it is more likely than
not that some or all of the deferred tax assets will not be realized. In the
Company's opinion, it is uncertain whether they will generate sufficient taxable
income in the future to fully utilize the net deferred tax asset. Details for
the last three years follow:

F-8

MBEACH SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(APRIL 30, 2009)

Year Ended April 30 2009
- --------------------- ----
Deferred Tax Asset
Valuation Allowance
Current Taxes Payable .................... 0.00
---------
Income Tax Expense ....................... $ 0.00
=========

The Company has filed no income tax returns since inception.

NOTE 4. STOCKHOLDERS' EQUITY

Common Stock
- ------------

On April 24, 20009, the Company issued 12,000,000 of its $0.00075 par value
common stock for $7,500 cash to the founders of the Company.

There are 250,000,000 Common Shares at $0.0001 par value Authorized with
12,000,000 Issued and Outstanding as of April 30, 2009.

NOTE 5. RELATED PARTY TRANSACTIONS

The sole officer/director paid the incorporation fees for the company. The total
amount is considered Contributed Capital.

The officers and directors of the Company are involved in other business
activities and may, in the future, become involved in other business
opportunities that become available. They may face a conflict in selecting
between the Company and other business interests. The Company has not formulated
a policy for the resolution of such conflicts.

NOTE 6. GOING CONCERN

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. For the period April 24, 2009 (date of
inception) through April 30, 2009 the Company has had a net loss of $79. As of
April 30, 2009, the Company has not emerged from the development stage. In view
of these matters, recoverability of any asset amounts shown in the accompanying
financial statements is dependent upon the Company's ability to begin operations
and to achieve a level of profitability. Since inception, the Company has
financed its activities principally from the sale of equity securities. The
Company intends on financing its future development activities and its working
capital needs largely from loans and the sale of public equity securities with
some additional funding from other traditional financing sources, including term
notes, until such time that funds provided by operations are sufficient to fund
working capital requirements.

F-9

MBEACH SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(APRIL 30, 2009)

NOTE 7. THE EFFECT OF RECENTLY ISSUED ACCOUNTING STANDARDS

Below is a listing of the most recent accounting standards and their effect on
the Company.

Recent Accounting Pronouncements
- --------------------------------

In April 2009, the FASB issued FSP No. FAS 157-4, "Determining Fair Value When
the Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly" ("FSP FAS 157-4").
FSP FAS 157-4 provides guidance on estimating fair value when market activity
has decreased and on identifying transactions that are not orderly.
Additionally, entities are required to disclose in interim and annual periods
the inputs and valuation techniques used to measure fair value. This FSP is
effective for interim and annual periods ending after June 15, 2009. The Company
does not expect the adoption of FSP FAS 157-4 will have a material impact on its
financial condition or results of operation.

In December 2008, the FASB issued FSP No. FAS 140-4 and FIN 46(R)-8,
"Disclosures by Public Entities (Enterprises) about Transfers of Financial
Assets and Interests in Variable Interest Entities." This disclosure-only FSP
improves the transparency of transfers of financial assets and an enterprise's
involvement with variable interest entities, including qualifying
special-purpose entities. This FSP is effective for the first reporting period
(interim or annual) ending after December 15, 2008, with earlier application
encouraged. The Company adopted this FSP effective January 1, 2009. The adoption
of the FSP had no impact on the Company's results of operations, financial
condition or cash flows.

In December 2008, the FASB issued FSP No. FAS 132(R)-1, "Employers' Disclosures
about Postretirement Benefit Plan Assets" ("FSP FAS 132(R)-1"). FSP FAS 132(R)-1
requires additional fair value disclosures about employers' pension and
postretirement benefit plan assets consistent with guidance contained in SFAS
157. Specifically, employers will be required to disclose information about how
investment allocation decisions are made, the fair value of each major category
of plan assets and information about the inputs and valuation techniques used to
develop the fair value measurements of plan assets. This FSP is effective for
fiscal years ending after December 15, 2009. The Company does not expect the
adoption of FSP FAS 132(R)-1 will have a material impact on its financial
condition or results of operation.

In October 2008, the FASB issued FSP No. FAS 157-3, "Determining the Fair Value
of a Financial Asset When the Market for That Asset is Not Active," ("FSP FAS
157-3"), which clarifies application of SFAS 157 in a market that is not active.
FSP FAS 157-3 was effective upon issuance, including prior periods for which
financial statements have not been issued. The adoption of FSP FAS 157-3 had no
impact on the Company's results of operations, financial condition or cash
flows.

F-10

MBEACH SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(APRIL 30, 2009)

In September 2008, the FASB issued exposure drafts that eliminate qualifying
special purpose entities from the guidance of SFAS No. 140, "Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
and FASB Interpretation 46 (revised December 2003), "Consolidation of Variable
Interest Entities - an interpretation of ARB No. 51," as well as other
modifications. While the proposed revised pronouncements have not been finalized
and the proposals are subject to further public comment, the Company anticipates
the changes will not have a significant impact on the Company's financial
statements. The changes would be effective March 1, 2010, on a prospective
basis.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities, ("FSP EITF 03-6-1"). FSP EITF 03-6-1 addresses whether
instruments granted in share-based payment transactions are participating
securities prior to vesting, and therefore need to be included in the
computation of earnings per share under the two-class method as described in
FASB Statement of Financial Accounting Standards No. 128, "Earnings per Share."
FSP EITF 03-6-1 is effective for financial statements issued for fiscal years
beginning on or after December 15, 2008 and earlier adoption is prohibited. We
are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF
03-6-1 would have material effect on our consolidated financial position and
results of operations if adopted.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
163, "Accounting for Financial Guarantee Insurance Contracts-and interpretation
of FASB Statement No. 60". SFAS No. 163 clarifies how Statement 60 applies to
financial guarantee insurance contracts, including the recognition and
measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company's financial position, statements of operations, or cash flows at this
time.

In May 2008, the Financial Accounting Standards Board ("FASB") issued SFAS No.
162, "The Hierarchy of Generally Accepted Accounting Principles". SFAS No. 162
sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will prevail. SFAS No. 162 will
become effective 60 days after the SEC approves the PCAOB's amendments to AU
Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on
the Company's financial position, statements of operations, or cash flows at
this time.

F-11

MBEACH SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(APRIL 30, 2009)

In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS
No. 161, Disclosures about Derivative Instruments and Hedging Activities--an
amendment of FASB Statement No. 133. This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity's financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.

In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110
regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB
107), in developing an estimate of expected term of "plain vanilla" share
options in accordance with SFAS No. 123 (R), Share-Based Payment. In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for "plain vanilla" share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

In December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements--an amendment of ARB No. 51. This statement
amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements. Before this statement was issued,
limited guidance existed for reporting noncontrolling interests. As a result,
considerable diversity in practice existed. So-called minority interests were
reported in the consolidated statement of financial position as liabilities or
in the mezzanine section between liabilities and equity. This statement improves
comparability by eliminating that diversity. This statement is effective for
fiscal years, and interim periods within those fiscal years, beginning on or
after December 15, 2008 (that is, January 1, 2009, for entities with calendar
year-ends). Earlier adoption is prohibited. The effective date of this statement
is the same as that of the related Statement 141 (revised 2007). The Company
will adopt this Statement beginning March 1, 2009. It is not believed that this
will have an impact on the Company's consolidated financial position, results of
operations or cash flows.

F-12

MBEACH SOFTWARE, INC.
(A Development Stage Company)

NOTES TO FINANCIAL STATEMENTS
(APRIL 30, 2009)

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations'. This Statement replaces FASB Statement No. 141, Business
Combinations, but retains the fundamental requirements in Statement 141. This
Statement establishes principles and requirements for how the acquirer: (a)
recognizes and measures in its financial statements the identifiable assets
acquired, the liabilities assumed, and any noncontrolling interest in the
acquiree; (b) recognizes and measures the goodwill acquired in the business
combination or a gain from a bargain purchase; and (c) determines what
information to disclose to enable users of the financial statements to evaluate
the nature and financial effects of the business combination. This statement
applies prospectively to business combinations for which the acquisition date is
on or after the beginning of the first annual reporting period beginning on or
after December 15, 2008. An entity may not apply it before that date. The
effective date of this statement is the same as that of the related FASB
Statement No. 160, Noncontrolling Interests in Consolidated Financial
Statements. The Company will adopt this statement beginning March 1, 2009. It is
not believed that this will have an impact on the Company's consolidated
financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities--Including an Amendment of FASB Statement No.
115. This standard permits an entity to choose to measure many financial
instruments and certain other items at fair value. This option is available to
all entities. Most of the provisions in FAS 159 are elective; however, an
amendment to FAS 115 Accounting for Certain Investments in Debt and Equity
Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity's first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS
No. 159 beginning March 1, 2008 and is currently evaluating the potential impact
the adoption of this pronouncement will have on its consolidated financial
statements.

NOTE 8. CONCENTRATIONS OF RISKS

Cash Balances
- -------------

The Company maintains its cash in institutions insured by the Federal Deposit
Insurance Corporation (FDIC). This government corporation insured balances up to
$100,000 through October 13, 2008. As of October 14, 2008 all non-interest
bearing transaction deposit accounts at an FDIC-insured institution, including
all personal and business checking deposit accounts that do not earn interest,
are fully insured for the entire amount in the deposit account. This unlimited
insurance coverage is temporary and will remain in effect for participating
institutions until December 31, 2009. All other deposit accounts at FDIC-insured
institutions are insured up to at least $250,000 per depositor until December
31, 2009. On January 1, 2010, FDIC deposit insurance for all deposit accounts,
except for certain retirement accounts, will return to at least $100,000 per
depositor. Insurance coverage for certain retirement accounts, which include all
IRA deposit accounts, will remain at $250,000 per depositor.

F-13

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

The registrant will pay for all expenses incurred by this offering. Whether or
not all of the offered shares are sold, these expenses are estimated as follows:

SEC Filing Fee and Printing .. $ 1,000 *
Transfer Agent ............... 0
-------
TOTAL ................... $ 1,000
-------
* estimate

RECENT SALES OF UNREGISTERED SECURITIES

(a) Prior sales of common shares

mBeach Software, Inc. is authorized to issue up to 250,000,000 shares of common
stock with a par value of $0.0001. For the period ended, 2008, we had issued
12,000,000 common shares to our sole officer and director for a total
consideration of $7,500.

mBeach Software, Inc. is not listed for trading on any securities exchange in
the United States, and there has been no active market in the United States or
elsewhere for the common shares.

During the past year, mBeach Software, Inc. has sold the following securities
which were not registered under the Securities Act of 1933, as amended:

For the period ended April 30, 2009, mBeach Software, Inc. issued 12,000,000
shares of common stock to the sole officer and director for cash proceeds of
$7,500 at 0.000625 per share.

EXHIBITS

The following exhibits are filed as part of this registration statement,
pursuant to Item 601 of Regulation K. All exhibits have been previously filed
unless otherwise noted.

EXHIBIT NO. DOCUMENT DESCRIPTION
- ----------- --------------------
3.1 Articles of Incorporation of mBeach Software, Inc.*

3.2 Bylaws of mBeach Software, Inc.*

4.1 Specimen Stock Certificate of mBeach Software, Inc.*

5.1 Opinion of Counsel (to be supplied by amendment).

14.1 Code of Business Conduct and Ethics.*

23.1 Consent of Accountants.*

23.2 Consent of Counsel (to be supplied by amendment).

99.1 Subscription Agreement of mBeach Software, Inc.*
_________________
* Filed herewith

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(B) DESCRIPTION OF EXHIBITS

EXHIBIT 3.1 Articles of Incorporation of mBeach Software, Inc.*

EXHIBIT 3.2 Bylaws of mBeach Software, Inc.*

EXHIBIT 4.1 Specimen Stock Certificate of mBeach Software, Inc.*

EXHIBIT 5.1

EXHIBIT 14.1 Code of Business Conduct and Ethics.*

EXHIBIT 23.1 Consent of Accountants, *

EXHIBIT 23.2

EXHIBIT 99.1 Subscription Agreement of mBeach Software, Inc.*
_________________________

* Filed herewith

UNDERTAKINGS

The undersigned registrant hereby undertakes:

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

i. To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

ii. To reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the registration statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
registration statement.

iii. To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement
or any material change to such information in the registration
statement.

2. That, for the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

3. To remove from registration by means of a post-effective amendment any of
the securities being registered that remain unsold at the termination of
the offering.

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4. That, for the purpose of determining liability under the Securities Act of
1933 to any purchaser:

ii. If the registrant is subject to Rule 430C, each prospectus filed
pursuant to Rule 424(b) as part of a registration statement relating
to an offering, other than registration statements relying on Rule
430B or other than prospectuses filed in reliance on Rule 430A,
shall be deemed to be part of and included in the registration
statement as of the date it is first used after effectiveness.
Provided, however, that no statement made in a registration
statement or prospectus that is part of the registration statement
or made in a document incorporated or deemed incorporated by
reference into the registration statement or prospectus that is part
of the registration statement will, as to a purchaser with a time of
contract of sale prior to such first use, supersede or modify any
statement that was made in the registration statement or prospectus
that was part of the registration statement or made in any such
document immediately prior to such date of first use.

5. That, for the purpose of determining liability of the registrant under the
Securities Act of 1933 to any purchaser in the initial distribution of the
securities: The undersigned registrant undertakes that in a primary
offering of securities of the undersigned registrant pursuant to this
registration statement, regardless of the underwriting method used to sell
the securities to the purchaser, if the securities are offered or sold to
such purchaser by means of any of the following communications, the
undersigned registrant will be a seller to the purchaser and will be
considered to offer or sell such securities to such purchaser:

i. Any preliminary prospectus or prospectus of the undersigned
registrant relating to the offering required to be filed pursuant to
Rule 424;

ii. Any free writing prospectus relating to the offering prepared by or
on behalf of the undersigned registrant or used or referred to by
the undersigned registrant;

iii. The portion of any other free writing prospectus relating to the
offering containing material information about the undersigned
registrant or its securities provided by or on behalf of the
undersigned registrant; and

iv. Any other communication that is an offer in the offering made by the
undersigned registrant to the purchaser.

Insofar as indemnification for liabilities arising under the Securities
Act of 1933, may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements of filing on this Form S-1. Furthermore, the registrant has
authorized this registration statement and has duly caused this Form S-1
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Cumming GA, on this 9th day of June, 2009.

mBeach Software, Inc.

/s/ William Gaffney
---------------
William Gaffney
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer

Know all men by these present, that each person whose signature appears below
constitutes and appoints William Gaffney, as agent, with full power of
substitution, for his and in his name, place and stead, in any and all
capacities, to sign any and all amendments, including post-effective amendments,
to this registration statement, and to file the same, therewith, with the
Securities and Exchange Commission, and to make any and all state securities law
filings, granting unto said attorney-in-fact and agent, full power and authority
to do and perform each and every act and thing requisite or necessary to be done
in about the premises, as fully to all intents and purposes as he might or could
do in person, hereby ratifying the confirming all that said attorney-in-fact and
agent, or any substitute or substitutes, may lawfully do or cause to be done by
virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this
Form S-1 registration statement has been signed by the following persons in the
capacities and on the dates indicated:

/s/ William Gaffney June 9, 2009
---------------
William Gaffney
President and Director
Principal Executive Officer
Principal Financial Officer
Principal Accounting Officer

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