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): ~~April~~May 2714, 2015

Hipcricket, Inc.

(Exact name of registrant as specified in Charter)

Delaware		333-57818		20-0122076
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

110 110th Avenue NE, Suite 410

Bellevue, WA 98004

(Address of Principal Executive Offices)

(425) 452-1111

(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):

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 41.~~01 Changes~~03 inBankruptcy ~~Registrant’s~~or ~~Certifying Accountant~~Receivership.

As previously disclosed, on January 20, 2015, Hipcricket, Inc. (the “Company” or “Debtor”) filed a voluntary petition for relief (the “Bankruptcy Filing”) under chapter 11 of Title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). ~~During~~Since ~~the~~filing ~~pendency~~its ~~of the bankruptcy proceedings~~petition, the Company has ~~adopted~~operated aas ~~modified~~debtor ~~reporting~~in ~~program~~possession ~~with respect to its reporting obligations~~ under ~~federal securities laws. In lieu of filing annual reports on Form 10-K and quarterly reports on Form 10-Q, each month~~ the ~~Company~~jurisdiction will file with the Securities and Exchange Commission (“SEC”) a current report on Form 8-K that will have attached to it the monthly financial report required by the Bankruptcy Court. Accordingly, the Company will not file an annual report on Form 10-K for the year ended February 28, 2015. The Company’s plan of ~~reorganization (~~the “Plan”) contemplates that, on the effective date of the Plan, ESW Capital LLC will receive 100% of the newly issued common stock of the reorganized Company. The Plan is subject to satisfaction of numerous conditions, including receipt of requisite acceptances to confirm the Plan and entry of a confirmation order by the Bankruptcy Court ~~in form and substance acceptable to ESW in its reasonable discretion~~.

On ~~April~~May 2714, 2015, ~~Moss~~the ~~Adams~~Bankruptcy ~~LLP~~Court entered an order (Docket No. 428) (the “~~Moss~~Confirmation ~~Adams~~Order”) ~~resigned~~confirming ~~from~~the Amended Chapter 11 Plan of Reorganization of the Debtor Dated March 31, 2015, as Modified (collectively with all exhibits and supplements and modifications or other amendments thereto, the “Plan”). The Plan became effective on May15, 2015 (the “Effective Date”), the date upon which the Debtor filed its ~~role~~Notice of (I) Entry of Order Confirming, and Occurrence of Effective Date of, Amended Chapter 11 Plan of Debtor; (II) Bar Date for Administrative Claims; and (III) Certain Releases and Injunction Thereunder. Pursuant to the Confirmation Order, on the Effective Date, (a) the Company continued in existence as a reorganized entity (the ~~independent~~“Reorganized ~~accountant~~Company”), (b) substantially all assets of the Company, except certain potential estate causes of action which may result in litigation recoveries to be distributed to holders of allowed claims pursuant to Article VII of the Plan and funds earmarked for payment of professional fees in connection with the chapter 11 case, vested in the Reorganized Company, (c) all previously outstanding common stock of the Company and all rights to convert, exchange or receive Company common stock were automatically cancelled and the Company’s stockholders will not be entitled to receive or retain any cash, securities or other property on account of their cancelled, released and extinguished common shares and rights, and (d) ESW Capital LLC received 100% of the new equity in, and became the sole shareholder of, the Reorganized Company as follows: (i) in its capacity as DIP Lender, ESW Capital LLC received 60% of the newly issued and outstanding equity of the Reorganized Company on the Effective Date in exchange for cancelling $3,000,000 due to it under the DIP Note and was repaid the remaining amount outstanding under the DIP Note, and (ii) in its capacity as Plan Sponsor, ESW Capital LLC received 40% of the newly issued and outstanding equity of the Reorganized Company in exchange for (y) a cash payment of $5,250,000, and (z) payment of cure costs required to be made in order to assume certain agreements.

~~Moss~~The ~~Adams~~description ~~has~~of ~~not performed any auditing services for~~ the ~~Company~~Confirmation ~~since~~Order ~~before~~and the ~~Bankruptcy~~Plan ~~Filing.~~contained ~~The~~herein ~~Company’s~~does ~~financial statements for the year ended February 28, 2015 have~~ not ~~been~~purport ~~audited. As~~to ~~such,~~be ~~Moss~~complete ~~Adams~~and ~~has~~is ~~not~~qualified ~~issued~~in aits ~~report~~entirety onby the ~~Company’s~~reference ~~financial~~to ~~statements for~~ the ~~fiscal~~Confirmation ~~year~~Order ~~ended February 28, 2015~~ and, ~~therefore,~~the ~~there~~Plan isattached nohereto ~~report which could contain an adverse opinion or disclaimer of opinion, or was qualified or modified~~ as toExhibits ~~uncertainty,~~99.1 ~~audit~~and ~~scope or accounting principles~~99.2, ~~The audit reports issued by Moss Adams for the years ended February 28~~respectively, ~~2014~~ and ~~February~~incorporated ~~28,~~herein ~~2013~~by ~~did~~reference. Copies ~~not contain any adverse opinion or disclaimer~~ of ~~opinion, nor were~~ the ~~reports~~Confirmation ~~qualified~~Order or modified as to uncertainty, audit scope or accounting principles except that the Company’s audited financial statements contained in its Annual Report on Form 10-K for the fiscal year ended February 28, 2014 contained going concern qualifications and ~~for~~ the ~~fiscal~~Plan ~~year~~are ~~ended February~~also ~~28,~~publicly ~~2013~~available ~~contained~~at ~~an adverse opinion on the effectiveness of internal control over financial reporting~~www.omnimgt.com/hipcricket.

~~During the fiscal years ended February 28, 2014 and 2015 and the subsequent interim period preceding the Moss Adams’ resignation, there were no (1) disagreements (as such term is defined in~~ Item ~~304(a)(1)(iv)~~7.01 ~~and the related instructions to Item 304 of~~ Regulation ~~S-K)~~FD with Moss Adams on matters of accounting principles or practices, financial statement disclosure or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of Moss Adams, would have caused it to make reference to the subject matter of the disagreement in connection with its report or (2) any reportable events (as such term is defined in Item 304(a)(1)(v) of Regulation S-K)Disclosure.

~~The~~For ~~Company~~access ~~provided Moss Adams with a copy of this Current Report on Form 8-K prior~~ to ~~its filing with~~ the ~~Securities~~Bankruptcy ~~and~~Court ~~Exchange~~documents ~~Commission~~ and ~~requested~~other ~~that~~general ~~Moss~~information ~~Adams~~about ~~furnish~~ the ~~Company~~Chapter ~~with~~11 aCase ~~letter~~(In ~~addressed~~re ~~to the Securities and Exchange Commission stating whether it agrees with above statements and~~Hipcricket, ifCase itNo. ~~does not agree~~15-10104), ~~the~~please ~~respects~~visit inwww.omnimgt.com/hipcricket. ~~which~~Information itcontained ~~does~~on ~~not~~or ~~agree.~~that Acan ~~copy~~be ofaccessed ~~the~~through ~~letter~~such ~~from~~website ~~Moss Adams~~ is ~~attached~~not aspart ~~Exhibit~~of ~~16.1 to~~ this Current Report ~~on Form 8-K~~.

Item 9.01

Financial Statements and Exhibits

(d) Exhibits

No. Description

No.		Description

99.1		Order Granting Final Approval of Disclosure Statement and Confirming Amended Plan of Reorganization of Debtor, As Modified

99.2		Amended Plan of Reorganization of Hipcricket, Inc. Dated March 31, 2015, As Modified

16.1 Letter from Moss Adams LLP, dated May 1, 2015

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.

	Hipcricket, Inc.
	(Registrant)
Date: May 1, 2015	By:	/s/ Todd E. Wilson
Date: May 15, 2015	By:	/s/ Todd E. Wilson
		Todd E. Wilson
		Chief Executive Officer

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