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): September 1129, 2015

MobileBits Holdings Corporation

(Exact name of registrant as specified in its charter)

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

6151 Lake Osprey Drive 3^rd Floor

Sarasota, Florida 34240

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (888) 610-7269

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 1 5.0102 ~~Entry~~Departure ~~into~~of aDirectors ~~Definitive~~or ~~Material~~Certain ~~Agreement~~Officers; Election of Directors; Appointment of Certain officers; Compensatory Arrangements of Certain Officers.

OnElection August 25, 2015, MobileBits Corporation (“MB”), a Florida corporation, executed a Shareholder Agreement with MobileSolutions Capital (“MS”), an exempted entity incorporated in the Cayman Islands under the number 299821 with its registered office being located on Grand Cayman Island and represented for the purposes of ~~the agreement by Mohammad AlKubaisi which was conditioned on approval by the MobileBits Holdings Corporation (“MBHC”) Board of~~ Directors~~. The MBHC Board of Directors approved the transaction on September 9, 2015.~~

~~The~~On ~~parties~~September ~~have~~25, ~~agreed to jointly establish a joint venture~~2015, ~~for~~ the ~~purpose~~Board ofapproved ~~developing and selling~~ the election ~~mobile~~of ~~application known~~ as a ~~Mobile~~Director ~~Commerce Network (“MCN”). Under the terms~~ of the agreement the new entity will manage day to day operations and sales for much of Europe and parts of Asia while MB continue to exploit commercial opportunities throughout the Americas, parts of Europe and JapanCompany.

MSHazem ~~will~~Bawab, ~~commit~~age up35, tois ~~$1,200,000~~a Jordanian entrepreneur who has amassed extensive experience in ~~startup~~management, ~~capital~~IT asand ~~well as~~Sales. ~~contribute~~Over ~~$45~~a span of time exceeding 14 years,~~000~~ inhe ~~the~~has JVestablished and ~~for~~worked ~~incorporation~~with ~~costs~~a number of key projects and ~~legal~~organizations ~~expenses~~in ~~for~~the region, garnering unique insight into the ~~formation~~inner workings of the regional ~~new~~IT ~~entity~~and business development arenas. MSIn ~~will~~2001, ~~maintain~~he founded United Business Applications (UBA), a company that has since grown to become a ~~90%~~regional ~~share~~leader in ~~the~~ERP, JVCRM, ~~with~~and MBmobile assolutions. aHe ~~minority~~has ~~10%~~also ~~shareholder. The~~worked ~~startup~~as ~~capital~~Client ~~funds~~Manager ~~are~~in ~~exclusively~~UBM ~~committed~~(The toleading ~~product~~IBM partner ~~development~~in ~~and~~Jordan). ~~technology~~In ~~resources~~2005, tohe beassume ~~exploited~~full ~~mutually~~management byof ~~both~~UBA, leading the JVcompany ~~and~~through MBseveral ~~throughout~~hurdles ~~their~~and ~~respective~~turning ~~territories~~into ~~and~~the only SageCRM todevelopment ~~expand~~partner ~~their~~in ~~current~~the ~~offering,~~Middle ~~branching~~East ~~into~~and ~~white~~a ~~labeling~~regional leader in SageCRM and ~~reseller~~Sage ~~partner~~Accpac ~~opportunities~~ERP implementation services. MB ~~retains~~In ~~exclusive~~2009, he ~~representation~~created ~~rights~~Centrix Software a new business solution for SME’s to tackle the ~~resultant~~region. ~~technology,~~During ~~including~~that time he also was part of the team ~~consumer~~that ~~mobile~~created ~~application~~Cloudview ~~SAMY~~a cloud based CCTV solution.

AsMr. ~~consideration~~Bawab was also one of the co-founders of ~~for~~Arabian Roots Jordan Branch, a Saudi Company that is one of the MSbiggest ~~investment~~traders in ~~the~~Building ~~new~~Materials, ~~company~~Power Tools and Heavy Machinery. During the ~~jointly~~last ~~commercialized~~2 ~~products~~years the company was able to represent Bosch Power Tools, ~~MBHC~~Dynapac ~~will~~and ~~issue~~Atlas ~~common~~Copco ~~shares~~exclusively in ~~two phases~~Jordan.

• He has a B.A. in International Management from ~~Phase~~Pepperdine ~~One: 80~~University ~~million~~in ~~shares~~California. ~~immediately~~He ~~upon~~also ~~incorporation~~acquired ofa JVCertified Computer Aided Research (CAR) certification from Arab Reporters for Investigative Journalism and is also a Certified Sage Sales Consultant.

~~• Phase~~Family ~~Two:~~Relationships ~~Additional~~and ~~shares~~Other ~~will be issued to equal an aggregate ownership level of forty seven percent (47%) ownership~~Arrangements ~~stake~~or ~~in MBHC within six (6) months of JV’s incorporation.~~Understandings

~~MB agrees~~There toare ~~issue~~no ~~additional~~family ~~shares~~relationships between any of ~~common~~the ~~stock~~Company’s todirectors ~~maintain~~or ~~MS’s~~officers %and ~~ownership~~Mr. inBawab. ~~MBHC~~There atis no arrangement or understanding between Mr. Bawab and any other person pursuant to which Mr. Bawab was elected as a ~~minimum~~Director of ~~37%~~the Company.

InRelated ~~addition to~~Party ~~the MBHC share distribution, the newly formed JV will nominate two (2) members to the MBHC Board of Directors.~~Transactions

2There have been no transactions nor are there any proposed transactions between the Company and Mr. Bawab reportable under Item 5.02 of Form 8-K or Item 404(a) of Regulation S-K.

~~Item 3.02 Unregistered~~Material ~~Sales~~Plans, ofContracts ~~Equity~~or ~~Securities.~~Arrangements and Employment Agreements

~~Pursuant to~~Director ~~the the Shareholders~~ Agreement, ~~MobileBits Holdings Corporation will be issuing 80 million shares of its common stock, $0.001 par value per share, to MobileSolutions Capital as consideration for and in connection~~ with ~~the~~Hazem closing of the transaction described in 1.01 above. Additionally MobileBits will issue additional shares of its Common Stock, $0.001 par value, to bring the equity ownership level to 47% within 6 months of the completion date of the obligation described herein to MobileSolutions Capital. All of such shares are being offered and sold in an offshore transaction to an investor that is not a U.S. person pursuant to the exemption provided by Regulation S promulgated under of the Securities Act of 1933, as amended.Bawab

~~Forward~~On August 22 2015, Hazem Bawab entered into ~~Looking~~a ~~Statements~~Director Agreement with the Company. The term of the agreement is for one year, and is subject to renewal in accordance with the Company’s Articles of Incorporation and ByLaws, Mr. Bawab 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. Bawab shall receive 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, which stock options shall vest on the one year anniversary of Mr. Bawab’s election to the Board.

~~Information set~~Also, ~~forth~~pursuant ~~herein~~to ~~contains~~the ~~“forward-looking~~Director ~~statements”~~Agreement, asthe Company ~~defined~~agreed into indemnify Mr. Bawab to the ~~Private~~fullest ~~Securities~~extent ~~Litigation~~that ~~Reform~~would ~~Act of~~be ~~1995,~~permitted ~~which~~by ~~involve~~law aor ~~number~~by the organizational documents of the ~~risks~~Company ~~and~~for ~~uncertainties. MBHC~~certain ~~cautions~~liabilities ~~readers~~arising ~~that~~by ~~any~~reason ~~forward-looking~~of ~~information~~his ~~is not~~directorship awith ~~guarantee~~the ofCompany, ~~future~~excluding ~~performance~~liabilities ~~and~~resulted ~~that~~from fraud, ~~actual~~gross ~~results~~negligence ~~could~~or ~~differ~~willful ~~materially~~misconduct ~~from~~of ~~those~~Mr. ~~contained~~Bawab. Mr. inBawab ~~the~~is ~~forward~~also subject to a non-~~looking~~disclosure covenant ~~information~~and a non-solicitation covenant.

The ~~following factors,~~foregoing ~~among~~description ~~others, could cause actual results to differ from those set forth in the forward-looking statements: the outcome~~ of ~~pending or potential litigation or governmental investigations; uncertainty of~~ the ~~expected~~Director ~~financial performance of MBHC following~~Agreement ~~completion~~for of the transaction; disruption from the transaction making it more difficult to maintain relationships with customers, employees or suppliers; and general economic conditions that are less favorable than expectedMr. ~~Additional~~ ~~information~~Bawab ~~and other~~is ~~factors~~qualified ~~are contained~~ in ~~MBHC~~its ~~filings~~entirety ~~with~~by ~~the~~reference ~~Securities~~to ~~and Exchange Commission (~~the ~~“SEC”),~~Bawab ~~including MBHC~~Director ~~Annual Reports on Form 10-K~~Agreement, ~~subsequent~~a ~~Quarterly~~copy ~~Reports~~of ~~on Form 10-Q, recent Current Reports on Form 8-K, and other SEC filings,~~ which ~~are available at~~ the ~~SEC’s~~company ~~web~~intends ~~site http://www.sec.gov. MBHC disclaims any obligation~~ to ~~update and~~ ~~revise~~file ~~statements~~with ~~contained~~an inupcoming ~~these~~periodic ~~materials based on new information or otherwise~~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: September 11, 2015	By:	/s/ Kent Kirschner
Date: September 29, 2015	By:	/s/ Kent Kirschner
		Kent Kirschner
		Interim Chief Executive Officer

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