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): ~~December~~April 57, ~~2014~~2015

MobileBits Holdings Corporation

(Exact name of registrant as specified in its charter)

Nevada		000-53953		26-3033276
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

~~5901~~6151 N.Lake ~~Honore~~Osprey ~~Ave.,~~Drive ~~Suite~~3rd ~~110~~Floor Sarasota, Florida ~~34243~~34240 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code (~~941~~888) ~~225~~610-~~6115~~7269 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 obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

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

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

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

Item 5 2.02, ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers~~Condition.

~~Resignation~~Company management continues to pursue strategic alternatives including seeking additional funding from private placements and public offerings, seeking additional funding from third party debt financings; and continuing the implementation of ~~Directors~~the business plan, which may include merging with or being acquired by another entity. There can be no assurance that any or all of these actions will meet with success. Further, there can be no assurance that we will secure additional funding, and ~~Officers~~if we are able to, that such funding will be on favorable terms to us or our stockholders. The Company can provide no assurance that the process to explore strategic alternatives will result in a transaction. The company does not currently intend to disclose developments with respect to the exploration of strategic alternatives unless and until its board of directors has approved a specific transaction.

~~Effective~~Our asfailure to ofobtain ~~May~~additional ~~30,~~funding ~~2014,~~could ~~Walter~~have ~~Kostiuk~~a nomaterial ~~longer~~adverse ~~served as~~effect anupon ~~officer~~our orbusiness, ~~employee~~financial ofcondition ~~MobileBits~~and ~~Holdings~~results ~~Corporation,~~of aoperations including ~~Nevada corporation (~~the ~~“Company”)~~possibility ~~or any~~ of ~~its~~filing ~~affiliates~~for bankruptcy.

~~Election~~Item 3.01, Notice of ~~Directors~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard.

OnThe ~~December~~Company is 5delinquent in filing its Form 10-Q because the review by its independent accountant is not yet complete. If the 10-Q is not filed by April 23, ~~2014~~2015, the ~~Board~~Company’s ~~approved~~common stock will be removed from the ~~election~~OTCQB ofbut ~~Alex~~would continue to trade on the OTC ~~Fleyshmakher~~Limited asPink aInformation. ~~Director~~At ofthis time, the Company is not certain the Form 10-K will be filed by April 23, 2015.

Alex Fleyshmakher, age 28, is innately skilled at spotting start-ups and entrepreneurial ventures with long-term potential. Being experienced in social networking, advertising, PR, sales and new business development, Mr. Fleyshmakher is currently a managing partner at FMG Capital, a private equity concern that has funded multiple successful ventures, in food, technology, health/wellness, and green textile recycling. Mr. Fleyshmakher attended Drew University.2

~~Family Relationships and Other Arrangements or Understandings~~SIGNATURES

~~There~~Pursuant to ~~are~~the norequirements ~~family relationships between any~~ of the ~~Company’s directors~~Securities orExchange ~~officers~~Act ~~and~~of ~~Mr.~~1934, ~~Fleyshmakher.~~the ~~There~~registrant ishas noduly ~~arrangement~~caused orthis ~~understanding~~report ~~between~~to ~~Mr.~~be ~~Fleyshmakher~~signed ~~and~~on ~~any~~its ~~other person~~behalf ~~pursuant~~by tothe ~~which~~undersigned ~~Mr.~~hereunto ~~Fleyshmakher~~duly ~~was elected as a Director of the Company~~authorized.

Related Party Transactions

	MOBILEBITS HOLDINGS CORPORATION

Date: April 7, 2015	By:	/s/ Kent Kirschner
		Kent Kirschner
		Interim Chief Executive Officer

~~There have been no transactions nor are there any proposed transactions between the Company and Mr. Fleyshmakher reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.~~3

Material Plans, Contracts or Arrangements and Employment Agreements

Director Agreement with Alex Fleyshmakher (non-employee director)

On December 5, 2014, Alex Fleyshmakher entered into a Director Agreement with the Company. The term of the agreement is for one year, and is subject to renewal upon re-election by a majority of the shareholders of the Company. Pursuant to the Director Agreement, Mr. Fleyshmakher shall be paid meeting fees of $300 per meeting of the Board attended in person and $150 per meeting of the Board attended remotely. In addition, upon his election Mr. Fleyshmakher shall receive nonqualified stock options to purchase an aggregate of 120,000 shares of the common stock of the Company at an exercise price of $0.15, which stock options shall vest on the one year anniversary of Mr. Fleyshmakher’s election to the Board. Upon the eighteen (18) month anniversary of his election, Mr. Fleyshmakher shall receive additional nonqualified stock options to purchase an aggregate of 180,000 shares of the common stock of the Company at an exercise price of $0.15, should Mr. Fleyshmakher remain on the Board of Directors of the Company until such time, which stock options shall be immediately vested and exercisable.

Also, pursuant to the Director Agreement, the Company agreed to indemnify Mr. Fleyshmakher to the fullest extent that would be permitted by law or by the organizational documents of the Company for certain liabilities arising by reason of his directorship with the Company, excluding liabilities resulted from fraud, gross negligence or willful misconduct of Mr. Fleyshmakher. Mr. Fleyshmakher is also subject to a non-disclosure covenant and a non-solicitation covenant.

The foregoing description of the Director Agreement for Mr. Fleyshmakher is qualified in its entirety by reference to the Fleyshmakher Director Agreement, a copy of which the company intends to file with an upcoming periodic report.

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.

	MOBILEBITS HOLDINGS CORPORATION
Date: December 10, 2014	By:	/s/ Hussein Abu Hassan
		Hussein Abu Hassan
		President

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