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

~~March~~May 1631, 2017

Date of Report (Date of earliest event reported)

QUANTUMSPHERE, INC.

(Exact name of registrant as specified in its charter)

000-53913

(Commission File Number)

Nevada		20-3925307
(State or other jurisdiction of incorporation)		(I.R.S. Employer Identification No.)

2905 Tech Center Drive, Santa Ana, CA		92705
(Address of principal executive offices)		(Zip Code)

714-545-6266

(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 (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))

ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On ~~March~~ 14May 12, 2017, QuantumSphere, Inc., a Nevada corporation (the “Registrant”), entered into a ~~Securities~~Settlement ~~Purchase~~ Agreement (the “~~March~~May 2017 ~~Securities Purchase~~ Settlement Agreement”) for $701,015.78 with a certain accredited investor (the “Investor”), ~~pursuant to~~dependent ~~which~~upon ~~the~~a ~~Registrant~~court ~~issued~~order approving athe ~~12%~~May ~~convertible~~2017 ~~promissory~~Settlement ~~note~~Agreement. inThe ~~the~~court ~~original~~order ~~principal~~was ~~amount~~approved ofon ~~forty-eight~~May ~~thousand dollars ($48~~24,~~000)~~ (2017 by the ~~“March~~11th ~~2017~~Judicial ~~Note”)~~Circuit Court Florida. The ~~March~~May 2017 ~~Note~~Settlement ~~consists~~Agreement, ofin ~~(i)~~relation ~~forty-five~~to ~~thousand~~the ~~dollars~~May ~~($45~~2017 Debt Purchase Agreement mentioned below,~~000)~~ allows the conversion of ~~cash~~acquired debt by the Investor into Registrant’s common stock at a purchase price determined as ~~investment~~a ~~and~~45% ~~(ii)~~discount ~~three~~to ~~thousand~~the ~~dollars~~lowest ~~($3,000)~~intraday oftrading ~~legal~~price ~~fee~~during ~~and~~the ~~due~~30 ~~diligence~~prior ~~fee~~trading days from the date that the shares are accepted by the Investor’s brokerage firm.

~~The March~~On ~~2017~~May ~~Note~~24, ~~shall~~2017, ~~bear simple interest at~~ the ~~rate of twelve percent (12%) per annum and will mature on December 30, 2017.~~Registrant ~~The~~entered ~~default~~into ~~interest~~a ~~rate~~Debt onPurchase Agreement (the ~~March~~“May 2017 ~~Note~~Debt isPurchase ~~twenty-two percent (22%~~Agreement”) ~~per~~with ~~annum.~~a ~~All~~certain ~~interest~~accredited ~~shall accrue and be payable~~investor ~~at maturity in~~ (the ~~form of cash unless the~~ “Investor”) ~~options~~pursuant to ~~convert~~which the ~~accrued~~Registrant ~~interest~~issued ~~into~~10,000,000 ~~common~~shares ~~stock.~~of ~~The March 2017 Note is convertible into~~ common stock ~~at any time beginning one hundred eighty (180) days following the date~~ of the ~~note~~Registrant ~~and~~for ~~ending~~the onacquisition ~~the later~~ of ~~(i)~~$701,015.78 ~~the maturity date and (ii) the date~~ of ~~payment of~~ the ~~default~~Registrant’s ~~amount~~debt. ~~The~~$10,450 ~~conversion price will be sixty percent (60%)~~ of ~~the~~principal ~~market~~was ~~price,~~reduced ~~defined~~by as the ~~average~~issuance of ~~the~~10,000,000 shares ~~lowest~~of ~~three (3) trading prices for the~~ common stock ~~on the OTCQB during the ten (10) trading day period ending on the latest complete trading day prior to the conversion date~~.

~~The foregoing~~On ~~description~~May of23, 2017, the ~~March~~Registrant entered ~~2017~~into ~~Securities~~a ~~Purchase~~Debt ~~Agreement~~agreement ~~does~~for ~~not~~$20,000 ~~purport~~from an existing creditor to bepay ~~complete~~for ~~and~~Registrant's isauditor ~~qualified~~fees. inThe ~~its~~Debt agreement ~~entirety~~matures byon ~~reference~~February to28, ~~Exhibit~~2018 10and interest is 12% per annum.1, ~~which~~Default interest is ~~attached~~22% ~~hereto~~per annum. The debt may be converted to common stock beginning 180 days from May 23, 2017 and ~~which~~ending on either the maturity date or date of payment of the default amount. The common stock purchase price is ~~incorporated~~determined ~~herein~~as ~~its~~a ~~entirety~~40% bydiscount ~~this~~to ~~reference~~the average of the three lowest trading prices of the ten day trading period ending on the latest complete trading day prior to the conversion date.

ITEM 2.03 CREATION OF A DIRECT FINANCIAL OBLIGATION

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 2.03.

ITEM 3.02 UNREGISTERED SALE OF EQUITY SECURITIES

The disclosure set forth above under Item 1.01 is hereby incorporated by reference into this Item 3.02.

ITEM 8.01 OTHER EVENTS

AsOn May 23, 2017, the Registrant converted $1,127,408.20 in Series O-2 convertible notes principal and related accrued interest (67% of the ~~date~~total of ~~this~~Series O-2 ~~filing~~notes) into 1,127,410 shares of Registrant’s Series A preferred stock. Each share of preferred stock has the voting rights of 254 common shares. The preferred shares in total represent approximately ~~$628,000~~58% of all voting common shares. Three resolutions were presented to the Series A preferred shareholders and the Registrant is currently awaiting the voting results. The first resolution is to approve the increase in ~~June~~authorized ~~2016~~common ~~notes~~shares ~~payable~~from 500 million to 5.0 billion. The second resolution is to approve the sale of up to ten reactors, peripheral production and ~~accrued~~lab ~~interest~~testing ~~have~~equipment, ~~been~~and ~~converted~~licensing atof certain QSI patents to Vivakor, Inc. The third resolution is to grant authority to the Registrant’s board to pursue a ~~discount~~merger with, sale to, or acquisition of another operating company. Upon approval to increase authorized common stock to 5.0 billion, the holders of Series A preferred stock may either retain the preferred shares or elect to convert into common shares. The amount of common shares to be issued upon conversion are the 67% total of original principal and ~~approximately~~accrued ~~$271,000,~~interest ~~held~~divided by anthe ~~affiliate,~~30-day ~~remain~~VWAP (volume average weighted price per share) for the 30-day period preceding the conversion date. The common shares are to be ~~converted~~restricted atfor six months after conversion date. If the remaining notes are not purchased by a ~~discount~~third toparty ~~common~~for full face value (i.e., 33% of the original principal amount and the then issued and outstanding accrued interest), within six months, the Series O-2 noteholders must convert the remaining original principal and accrued interest of the Series O-2 notes into the Registrant’s common stock based upon the 30-day VWAP (volume average weighted price per share) for the 30-day period preceding the six-month anniversary of conversion of 67% of the Series O-2 notes.

As of the date of this filing, approximately $2.0 million in other notes payable and accrued interest remain that the Company intends to pursue conversion to common stock at a yet to be determined price.

As of the date of this filing, approximately $334,000 in secured notes payable and accrued interest remain that will not be converted into common stock

ITEM 9.01 FINANCIAL STATEMENTS AND EXHBITS

Exhibit No.		Description
10.1		March 2017 Securities Purchase Agreement
9.1		May 2017 Settlement Agreement
9.2		May 2017 Debt Purchase Agreement
9.3		May 2017 Debt Agreement

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.

	QUANTUMSPHERE, INC.
	QUANTUMSPHERE, INC
Date: March 16, 2017	By:	/s/ Kevin D. Maloney
Date: May 31, 2017	By:	/s/ Kevin D. Maloney
	Name:	Kevin D. Maloney
	Title:	President and Chief Executive Officer

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