UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (Date of earliest event reported): January 7, 2013 (December 31, 2012)

Spindle, Inc.

(Exact name of registrant as specified in Charter)

18835 North Thompson Peak Parkway

Scottsdale, AZ 85255

(Address of Principal Executive Offices)

480-335-7351

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ] - Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] - Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] - Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] - Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01  Entry Into a Material Definitive Agreement

On December 31, 2012 (the “Closing Date”), Spindle, Inc. (“Spindle”) entered into an Asset Purchase Agreement (the “Agreement”) with Parallel Solutions Inc., a Nevada corporation (“Parallel”), pursuant to which Spindle acquired on that same date substantially all of Parallel’s assets used in connection with its business of facilitating electronic payment processing services to merchants (the “Assets”), assumed certain specified assumed liabilities consisting of approximately $46,225 in outstanding accounts payable and residual liabilities of Parallel (as more specifically described in the Agreement), and hired seven employees of Parallel.  

The consideration for the Assets was 538,570 unregistered shares (the “Aggregate Share Consideration”) of Spindle’s voting common stock, of which 53,857 shares (the "Indemnification Escrow") and 100,000 shares (the "Deferred Consent Escrow") are to be placed in escrow with Spindle’s transfer agent, as escrow agent under the Agreement. The Indemnification Escrow is to be held for a period of one year from the Closing Date and will be available to compensate Spindle pursuant to the indemnification obligations of Parallel under the Agreement, and for any necessary accounts receivable adjustment after the Closing Date. The Deferred Consent Escrow is to be held for a period of up to five years after the Closing Date and will be released to Parallel or its legally permitted assign(s) incrementally as and when certain specified contract assignments or residual revenue streams are properly assigned to Spindle or the residual revenue streams in respect of such specified contracts are bought out by the applicable third party, and otherwise the Deferred Consent Escrow is subject to cancellation to the extent such specified assignments or buy-outs fail to occur during such five year period, all as more particularly set forth in the Agreement.