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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 1815, 2017

AMBICOM HOLDINGS, INC

(Exact name of registrant as specified in its charter)

Nevada	000-54608	26-2964607
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

8280 West Winona
877 Cedar Street,
Norridge, IL		60706
Suite 150
Santa Cruz, CA		95060
(Address of principal executive offices)		(Zip Code)

~~312~~408-~~339~~479-~~3017~~8802

(Registrant’s telephone number, including area code)

~~877~~39440 ~~Cedar~~Civic ~~Street~~Center Drive

~~Suite~~# ~~150~~213 Freemont, CA 94538

Santa Cruz, CA 95060

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Indicate~~[ ] bySoliciting ~~check~~material ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in~~ Rule ~~405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b~~14a-212 ofunder the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14a-~~2 of this chapter~~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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “forecast” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future, expectations and objectives. These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements including, the general economic climate; the supply of and demand for software interest rate levels; the availability of financing; and other risks associated with licensing software, including risks that the licensee will not pay its royalties, or the costs may be greater than anticipated and other risk factors that may be described from time to time in the Company’s filings with the Securities and Exchange Commission. Readers of this release are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date stated, or if no date is stated, as of the date of this Current Report. The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this release, unless required by law.

Item 1.01 Entry into a Material Definitive Agreement.

On ~~February~~May 145, 2017, the Company and Voosh, LLC (“Voosh”) entered into aan Amended and Restated Software License Agreement (the “Amended License Agreement”) ~~in perpetuity~~. The Amended License Agreement ~~limits~~grants to Voosh’s the exclusive right to the use and distribution of the Company’s optimization patent and software to in the Enterprise and SMB markets, and requires Voosh to pay to the Company a royalty, quarterly, based on Voosh’s gross revenues from the sale and use of the Company’s optimization patent and software. Under the terms of the Amended License Agreement, the royalty percent ~~Voosh~~ Voosh will pay the Company is 10% during the first twelve months, 20% during the following twelve months, and 30% in perpetuity thereafter. Voosh is owned by The Cornell Family Trust and Swoosh, LLC, majority holders of the common stock of the Company.

Item 1.03 Bankruptcy or Receivership.

On October 20, 2015, PC Drivers Headquarters, LP (“PC Drivers”) filed a breach of contract claim against the Company in Texas State Court, Travis County. By motion of the Company, the lawsuit was removed to the United States District Court, Western District of Texas, Austin Division, on November 17, 2015. (PC Drivers Headquarters, LP vs. AmbiCom Holdings, Inc., United States District Court, Western District of Texas, Austin Division (Case No. 1:15-cv-01038-RP) (the “First Texas Action”)

On April 29, 2016, the United States District Court, Western District of Texas, Austin Division entered its Default Judgment against the Company, granting PC Drivers monetary relief in the amount of $318,518.98 and certain injunctive relief, including, without limitation, granting PC Drivers a royalty free license in certain of the Company’s intellectual property in the consumer market.

On August 15, 2016, on a motion from PC Drivers, the United States District Court Northern District of California, San Jose Division, appointed Michael S. Warda, receiver over a patent owned by the Company, at the request of a debtor, PC Drivers, to hold a public sale of the patent at which PC Drivers would be permitted to credit bid its default judgment (PC Drivers Headquarters, LP vs. AmbiCom Holdings, Inc, United States District Court, Northern District of California, San Jose Division (Case No. CV 16 80125-HRL)) (the “San Jose Action”)

On October 26, 2016, the Company filed a motion opposing the public sale, instead supporting a private sale to Voosh for aggregate consideration of $1,000,000, comprised of a cash payment of $365,000, assumption of certain debt obligations of the Company in an aggregate principal amount of $178,000, and royalty payments to the Company in the amount of $457,000.

On January 12, 2017, the receiver determined that a public sale of the patent was preferable to a private sale.

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On January 19, 2017, the Company determined not to pursue the private sale of the patent to Voosh, and filed a Motion to Set Aside Default Judgment with the United States District Court, Western District of Texas, Austin Division, relating to the First Texas Action, and on January 23, 2013 filed a Request for Stay with United States District Court, Northern District of California, San Jose Division, relating to the San Jose Action.

On March 10, 2017, the United States District Court, Northern District of California, San Jose Division, denied the Company’s request for a stay of the San Jose action, and scheduled a status conference on April 4, 2017 to determine the sale procedure for the patent subject to the receivership. At the status conference, the Company and PC Drivers reached a settlement pursuant to which the Company agreed to pay PC Drivers $333,000 on April 18, 2017, and acknowledged the continuance of the First Texas Action as it related to the Company’s objection to the injunctive relief granted by the court, and the Second Texas Action. The Company made the payment on April 18, 2017 and the San Jose Action has been concluded and the receivership over the patent owned by the Company has been terminated.

On March 20, 2017, the United States District Court, Western District of Texas, Austin Division, denied the Company’s motion to set aside the default judgment relating to the First Texas Action.

On March 24, 2017, the Company filed a Motion for Reconsideration with the United States District Court, Western District of Texas, Austin Division, as to the injunctive relief contained in the default judgment was not requested by PC Drivers in its complaint relating to the First Texas Action.

The court denied this motion on April 4, 2017, and on April 18, 2018 the Company filed a Notice of Appeal with the United States Court of Appeals for the Fifth Circuit relating to the First Texas Action.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On January 12, 2017, the Company entered into a secured revolving note agreement with Voosh. The principal amount available to the Company under the note is $130,000 (“Secured Revolving Loan Note”). The Secured Revolving Loan Note matures on July 12, 2018. At maturity, the Company may elect that the then outstanding principal balance of loans under the Secured Revolving Loan Note (plus accrued interest thereon through and including the maturity date) then due and owing under the Secured Revolving Loan Note may be repaid by the issuance of freely tradable common stock of the Company at a price for each share of common stock equal to 65% of the lowest trading price of the common stock as reported on the National Quotations Bureau OTCQB exchange which the Company’s shares are traded or any exchange upon which the common stock may be traded in the future, for the twenty prior trading days prior to the maturity date. Interest on loans outstanding under the Secured Revolving Loan Note accrues at 8.00% per annum, payable quarterly.

On April 18, 2017, the Company and Voosh entered into a First Amendment to the Secured Revolving Loan Note increasing the amount available to the Company to $ 475,000.

Item 5.01 Changes in Control of Registrant.

The Company is authorized to issue 2,700,000,000 of common stock. As of April 20, 2017, the Company has issued and outstanding 1,045,768,102 shares of common stock, of which 1,006,713,522 is in restricted form. Each share of common stock of the Company is entitled to one (1) vote in matters requiring shareholder approval.

On August 19, 2016, the Company issued 400,000,000 restricted shares of its common stock to Tom Nelson in lieu of payment for past services performed on behalf of the Company (the “Nelson Restricted Stock”). The Company has been advised that on October 4, 2016, the Cornell Family Trust acquired the Nelson Restricted Stock for a cash payment of $3,000 in a private transaction. Cornell Family Trust’s source of funds were from trust account assets. Kevin Cornell, the CEO and 60% owner of Voosh, is a trustee of the Cornell Family Trust. Kevin Cornell is the former President of the Company and a former member of the Board of Directors of the Company. The Cornell Family Trust’s purchase of the Nelson Restricted Stock represents 38.25% of the Company’s issued and outstanding common stock.

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The Company has been advised that on February 16, 2017, Voosh acquired (i) 100,202,357 shares of restricted common stock of the Company from Xue Guo, a former consultant to the Company, for a cash payment of $20,000 in a private transaction, Voosh’s source of funds were from funds previously contributed to Voosh by its minority investor (the “Gou Restricted Stock”), (ii) 100,000,000 shares of restricted common stock of the Company from John W. Wang, Jr., a former employee of the Company, for a cash payment of $20,000 in a private transaction, Voosh’s source of funds were from funds previously contributed to Voosh by its minority investor (the “Hwang Jr. Restricted Stock”), and (iii) 117,000,000 shares of restricted common stock of the Company from John Wang , the former CEO of the Company, for a cash payment of $20,000 in a private transaction, Voosh’s source of funds were from funds previously contributed to Voosh by its minority investor (the “Hwang Restricted Stock”).

Voosh’s purchase of the Guo Restricted Stock, Hwang Jr. Restricted Stock and the Hwang Restricted Stock represents 30.33% of the Company’s issued and outstanding common stock.

Voosh is 60% owned by the Cornell Family Trust and 40% owned by Swoosh, LLC. Kevin Cornell, the CEO of Voosh, is a trustee of the Cornell Family Trust. Kevin Cornell is the former President of the Company and a former member of the Board of Directors of the Company. The Cornell Family Trust’s purchase of the Nelson Restricted Stock and the purchase by Voosh of the Guo Restricted Stock, the Hwang Jr. Restricted Stock and the Hwang Restricted Stock collectively represents 68.58% of the Company’s issued and outstanding common stock, which provides the Cornell Family Trust and Voosh with the majority control of the Company. There is no arrangement or understanding among members of both the former and new control groups and their associates with respect to the election of directors or other matters.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnThe ~~December~~sole 5member of the Board of Directors of the Company determined to add additional members to the Board of Directors who were familiar with the operations of the Company. On May 15, ~~2015~~2017, Kevin Cornell ~~resigned~~and asMarvin ~~the~~J. ~~President~~Miller ~~and~~Jr. ~~member~~were appointed to serve as members of the Company’s Board of Directors of the Company until the next annual meeting of the Shareholders of the Company.

OnMr. ~~October 27~~Cornell, ~~2016~~65, ~~Alain~~has ~~Lewand,~~held ~~59,~~several ~~was~~senior ~~retained~~management aspositions within the ~~Chief~~computer ~~Executive~~industry. ~~Officer~~Mr. Cornell previously served on the Board of Directors of the Company in 2015, and ~~appointed~~served toas its ~~Board~~President offrom ~~Directors~~May 14, 2014 through December 3, 2015. Mr. Cornell is currently ~~For~~the CEO of Voosh, LLC. Prior to his services as ~~Chief~~President ~~Executive~~of ~~Officer~~the Company, Mr. ~~Lewand~~Cornell ~~receives~~served ~~cash~~as ~~compensation~~the CEO and co-founder of ~~$5,000~~Veloxum Corp. ~~per~~from ~~month,~~March 2008 to May 2014. Prior thereto and afrom ~~stock~~August ~~award~~2005 ofto ~~$5,000 per~~February ~~month~~2008 ~~priced~~Mr. asCornell ofwas the ~~close~~Chief Operating Officer and co-founder of Symphoniq Corporation (n/k/a Coradiant Corp). From January 2003 to July 2005, he served as the ~~first~~Senior ~~trading~~Vice-President and ~~day~~General Manager of ~~each~~Finisar ~~month~~Corporation’s ~~during~~Network ~~his~~Tools ~~contract~~Division ~~term~~and from January 1999 to January 2003, the Vice President and General Manager of Borland. Mr. ~~Lewand’s~~Cornell ~~current~~also ~~contract~~was employed with Fulltime Software (n/k/a EMC), MIPs, and Oracle. Mr. Cornell ~~expires~~graduated onfrom ~~April~~Ryerson 30University, ~~2017~~Toronto, Canada and holds four patents in fiber optics.

Voosh, LLC, of which Mr. ~~Lewand~~ ~~has~~Cornell ~~been~~is ~~involved~~CEO, inowns 30.33% of the ~~public~~Company’s ~~market~~issued ~~sector~~and ~~for~~outstanding common stock. Voosh is 60% owned by the ~~past~~Cornell 25Family ~~years~~Trust and 40% owned by Swoosh, ~~advising~~LLC. ~~companies~~Mr. inCornell is a Trustee of the ~~restructuring~~Cornell ~~their~~Family ~~financial~~Trust, which owns 38.25% of the Company’s issued and ~~business~~outstanding ~~operations~~common stock. Voosh, LLC and ~~investor~~the ~~relations~~Cornell Family Trust collectively own 68.58% ~~Prior~~of the toCompany’s ~~joining~~issued ~~AmbiCom~~and outstanding common stock, Mrwhich ~~Lewand~~provides ~~was~~the ~~employed~~Cornell ~~from~~Family ~~1996-2016~~Trust asand ~~Managing~~Voosh ~~Director~~with the majority control ~~for~~of ~~Institutional~~the ~~Analyst~~Company. ~~Focusing~~There onis ~~assisting~~no ~~public~~arrangement or understanding among members of both Voosh, LLC and ~~private~~the ~~companies~~Cornell inFamily ~~all~~Trust ~~business~~and ~~related~~their associates ~~components~~with respect to the election of directors or other matters.

~~On September~~2 ~~12, 2016, Rob Radoff resigned from the Board~~ of ~~Directors of the Company.~~5

OnMr. ~~October~~Cornell ~~27,~~will ~~2016,~~serve ~~John S. Hwang resigned his position~~ as a member of the ~~Company’s~~ Board ofwithout ~~Directors and as Chief Executive Officer and Chief Financial Officer of the Company and all of its Subsidiaries~~compensation.

~~Section~~Mr. 8Miller, -56, ~~Other~~recently ~~Events~~lead the legal team that resulted in the retention by the Company of its optimization patent in the recently concluded San Jose Action. Previously, from July 2014 through July 2016, Mr. Miller was General Counsel & Managing Director of Pelican Point Media, LLC and Pelican Point Capital Partners, LLC. Prior to that, from July 1996 through July 2014, Mr. Miller was a partner at Winston & Strawn, LLP, where in addition to leading the team prosecuting the Company’s optimization patent, he represented domestic and international corporate and financial institutions, hedge funds, and governmental entities in connection with a range of financing, corporate restructurings and commercial transactions, and from September 1990 through July 1996 he was an associate at White & Case, LLP. Mr. Miller graduated from DePaul University, and received his law degree from Fordham University, School of Law.

~~Item 8~~Mr.01 Miller ~~Other~~will ~~Events~~serve as a member of the Board without compensation.

On ~~March~~May 615, 2017, the ~~Company~~Board ~~filed~~of aDirectors ~~breach~~ of ~~contract~~the ~~claim~~Company ~~against~~approved PCand ~~Drivers~~extension inof the ~~United~~current ~~States~~contract ~~District~~of ~~Court~~Alain Lewand, ~~Western~~Chief ~~District~~Executive Officer of ~~Texas.~~the ~~Austin Division. (AmbiCom Holdings~~Company, ~~Inc.~~through v.December ~~PC Drivers Headquarters~~31, L2017.~~P.,~~ ~~(Case No 1:17-cv-00204) (“Second Texas Action”)~~Mr. InLewand ~~the~~will ~~Second~~continue ~~Texas~~to ~~Action,~~receive ~~the~~cash ~~Company~~compensation ~~alleges various breaches~~ of ~~contact~~$5,000 ~~relating~~per tomonth ~~payments~~and ~~due~~a ~~and~~stock ~~owing~~award toof ~~the~~$5,000 ~~Company~~per bymonth PCpriced ~~Drivers,~~ as ~~well~~of asthe ~~impermissible~~close ~~uses~~ of the ~~Company’s~~first ~~intellectual~~trading ~~property~~day byof PCeach ~~Drivers, and~~month isduring ~~alleging~~his ~~damages~~contract ~~in excess of $10,000,000~~term.

On March 8, 2017, the Company was served with a complaint alleging breach of contract claim by Biznet Ventures Worldwide, Inc, (“Biznet”), a former consultant to the Company, (Biznet Ventures Worldwide, Inc. vs. AmbiCom Holdings, Inc. and Al Lewand, Circuit Court of the 18th Judicial Circuit, DuPage County – Wheaton, Illinois (Case No. 2017L000195). The Company denies the allegations in the complaint, and is objecting to the use of Adam S. Tracy by Biznet in connection with this litigation matter. Mr. Tracy was added to the SEC Prohibited Attorney list on March 1, 2017. The Company has requested that the proceeding be removed to Federal Court.

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Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1		License Agreement dated February 14, 2017 between AmbiCom Holdings, Inc. and Voosh, LLC.
10.2		Secured Revolving Loan Note dated January 12, 2017.
10.3		Amended and Restated Secured Revolving Loan Note dated April 18, 2017.
17.1		Resignation communication of Kevin Cornell.
17.2		Resignation communication of Robert Radoff.
17.3		Resignation of John Hwang.

Exhibit

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Number		Description
10.1		Amended and Restated License Agreement dated May 5, 2017 between AmbiCom Holdings, Inc. and Voosh, LLC.

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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.

	AMBICOM HOLDINGS, INC.
Dated: May 5, 2017	By:	/s/ Alain Lewand
Dated: May 25, 2017	By:	/s/ Alain Lewand
	Name:	Alain Lewand
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit Number		Description
Exhibit
10.1		License Agreement dated February 14, 2017 between AmbiCom Holdings, Inc. and Voosh, LLC.
Number		Description
10.2		Secured Revolving Loan Note dated January 12, 2017.
10.1		Amended and Restated License Agreement dated May 5, 2017 between AmbiCom Holdings, Inc. and Voosh, LLC.
10.3		First Amendment to the Secured Revolving Loan Note dated April 18, 2017.
17.1		Resignation communication of Kevin Cornell.
17.2		Resignation communication of Robert Radoff.
17.3		Resignation of John Hwang.

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