UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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~~June 2425, 2012

AIRTOUCH COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-146478	20-8820679
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1401 Dove Street, Suite 330

Newport Beach, California 92660

(Address of principal executive offices)

(949) 825-6570

(Registrant’s telephone number, including area code)

Not Applicable

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligations 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 240.14d-2(b)

¨	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)

[Missing Graphic Reference]

OC 286,940,920v1 6-27-12

Item 1.01 Entry Into a Material Definitive Agreement.

On ~~January~~June 2425, 2012, AirTouch Communications, Inc. (the “Company”) entered into a ~~warrant~~Note ~~exchange~~Purchase ~~agreement~~Agreement with ~~Brighpoint,~~an ~~Inc.~~unaffiliated ~~Pursuant~~investor pursuant to ~~the~~which ~~agreement,~~ the Company issued ~~449,176~~and ~~shares~~sold ofan ~~the~~unsecured ~~Company’s~~promissory ~~common~~note ~~stock~~for to$1,000,000. ~~Brightpoint~~The note is in ~~exchange~~the ~~for~~original ~~Brightpoint’s~~principal ~~cancellation~~amount of ~~warrants to purchase 3~~$1,~~593~~000,~~407~~000 ~~shares~~and ofbears ~~the~~interest ~~Company’s~~on ~~common stock. Each of~~ the ~~Brightpoint~~unpaid ~~warrants~~principal ~~entitled~~amount ~~Brightpoint~~at tothe ~~purchase~~rate ~~one~~of ~~share~~ten ofpercent ~~common~~(10%) ~~stock~~per atannum. anUpon ~~exercise~~the ~~price~~maturity of ~~$3.00~~the ~~per~~note, ~~share~~the ~~over~~Company ais ~~three~~required ~~year~~to ~~period~~pay ~~expiring~~the onholder ~~July~~a 8,loan ~~2013.~~fee ~~Pursuant~~in to the ~~warrant~~amount ~~exchange~~of ~~agreement~~$100,000. ~~the~~All ~~Brightpoint~~principal, ~~warrants~~interest ~~were~~and ~~cancelled~~loan infees ~~exchange~~are ~~for~~due ~~the~~and ~~Company’s~~payable ~~issuance~~on ofthe ~~shares~~one ofyear ~~its~~anniversary ~~common stock, at an exchange ratio~~ of ~~one~~the ~~common~~note ~~share~~and ~~for~~may ~~every~~be ~~eight~~prepaid ~~warrants~~by ~~cancelled~~the byCompany ~~Brightpoint~~without penalty.

~~After~~On ~~giving~~the ~~effect~~same today, the ~~warrant~~Company ~~exchange~~also entered into a consulting agreement, ~~Brightpoint~~with ~~owns~~the ~~9.4%~~note ofholder pursuant to which the Company’s ~~issued~~agreed ~~and~~to ~~outstanding~~issue 363,636 shares of the Company’s common stock. ~~The~~in ~~chairman~~consideration of ~~the~~certain ~~board~~consulting ofservices ~~directors~~to ofbe rendered. In the event that the Company, ~~Mr.~~does ~~Larry~~not ~~Paulson,~~sell isat anleast ~~executive~~100,000 ~~officer~~units of ~~Brightpoint. The~~its ~~warrant~~SmartLinX ~~exchange~~product during the first 12 months following the date of the consulting agreement, ~~was~~the ~~unanimously~~Company ~~approved~~shall bybe required to issue to the ~~disinterested~~holder ~~members~~an additional 140,000 shares of the Company’s ~~board~~common ~~of directors~~stock..

Item 2.03

Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On June 25, 2012, the Company issued an unsecured promissory note in the original principal amount of $1,000,000, as more fully described in Item 1.01 above

Item 3.02 Unregistered Sales of Equity Securities.

On ~~January~~June 2425, 2012, the Company issued ~~449~~an unsecured promissory note in the original principal amount of $1,~~176~~000,000 and 363,636 shares of the Company’s common stock to ~~Brightpoint~~one investor, ~~Inc.~~as more fully described in ~~exchange~~Item ~~for~~1.01 ~~Brightpoint’s~~above. The ~~cancellation~~Company paid a sales commission of ~~warrants~~$90,000 and a warrant to purchase 330,~~593,407~~000 shares of the Company’s common stock, asover ~~more~~a ~~fully~~two ~~described~~period inat ~~Item~~an 1exercise price of $2.0100 ~~above~~per share. The ~~shares~~note, ofwarrant ~~Company~~and common ~~stock~~shares ~~were~~ issued pursuant to Section 4(2) of the Securities Act of 1933 ~~and Rule 506 thereunder~~.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	AIRTOUCH COMMUNICATIONS, INC.
Dated: January 30, 2012	/s/ Jerome Kaiser
Dated: July 2, 2012	/s/ Jerome Kaiser
	Jerome Kaiser, Chief Financial Officer

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