UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): ~~June~~October 2519, 2012

AIRTOUCH COMMUNICATIONS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	333-146478	20-8820679
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

1401 Dove Street, Suite 330

Newport Beach, California 92660

(Address of principal executive offices)

(949) 825-6570

(Registrant’s telephone number, including area code)

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 obligations of the registrant under any of the following provisions.

¨ 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 240.14d-2(b)

¨	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)

[Missing Graphic Reference]

OC 286,940,920v1 6-27-12

Item 1.01 Entry Into a Material Definitive Agreement.

On ~~June~~October 2519, 2012, AirTouch Communications, Inc. (the “Company”) entered into a Note Purchase Agreement with an unaffiliated investor pursuant to which the Company issued and sold an unsecured promissory note for $12,000,000. The note is in the original principal amount of $12,000,000 and bears interest on the unpaid principal amount at the rate of ~~ten~~fifteen percent (1015%) per annum. Interest ~~Upon~~on the ~~maturity~~unpaid ofprincipal ~~the~~amount ~~note,~~is payable monthly in arrears and the ~~Company~~principal isand ~~required~~any toremaining ~~pay~~accrued ~~the~~and ~~holder~~unpaid ainterest ~~loan~~is ~~fee~~due inand ~~the~~payable ~~amount~~on ofAugust ~~$100~~17,~~000.~~ ~~All~~2013; ~~principal~~provided, ~~interest~~that ~~and~~the ~~loan~~Company ~~fees~~shall ~~are~~be ~~due~~required ~~and~~to ~~payable~~apply onagainst the ~~one~~principal ~~year~~amount ~~anniversary~~a portion of the ~~note~~proceeds from the sale of the Company’s wireless communication devices and ~~may~~50% beof ~~prepaid~~the byproceeds received from the sale of the Company’s ~~without~~equity ~~penalty~~securities.

OnAs ~~the~~additional ~~same~~consideration ~~day,~~for the ~~Company~~$2 ~~also~~million ~~entered~~loan, ~~into a consulting agreement with~~ the ~~note~~Company ~~holder~~issued ~~pursuant~~ to ~~which~~ the ~~Company~~investor ~~agreed~~a warrant to ~~issue~~purchase ~~363~~100,~~636~~000 shares of the Company’s common stock, inover ~~consideration~~a ofthree ~~certain~~year ~~consulting~~period ~~services~~expiring toon beOctober ~~rendered. In~~17, ~~the~~2015, ~~event that the Company does not sell~~ at ~~least~~an ~~100,000~~exercise ~~units~~price of ~~its~~$0.75 ~~SmartLinX~~per ~~product~~share. The ~~during~~warrant ~~the~~includes ~~first~~customary 12cashless ~~months~~exercise ~~following~~and ~~the~~anti-dilution ~~date of the consulting agreement, the Company shall be required to issue to the holder an additional 140,000 shares of the Company’s common stock~~provisions..

The Company paid a finder’s fees on the transaction in the amount of $30,000.

Item 2.03

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

On ~~June~~October 2519, 2012, the Company issued an unsecured promissory note in the original principal amount of $12,000,000, as more fully described in Item 1.01 above

Item 3.02 Unregistered Sales of Equity Securities.

On ~~June~~October 2519, 2012, the Company issued to one investor an unsecured promissory note in the original principal amount of $12,000,000 and ~~363~~a warrant to purchase 100,~~636~~000 shares of the Company’s common stock ~~to one investor~~, as more fully described in Item 1.01 above. The Company paid a ~~sales commission of $90,000 and a warrant to purchase 30,000 shares of the Company~~finder’s ~~common~~fees ~~stock~~on ~~over~~the atransaction ~~two~~in ~~period~~the atamount ~~an exercise price~~ of $230,000.~~00 per share.~~ The note, ~~warrant~~ and ~~common~~warrant ~~shares~~were issued pursuant to Section 4(2) of the Securities Act of 1933.

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.

	AIRTOUCH COMMUNICATIONS, INC.
Dated: July 2, 2012	/s/ Jerome Kaiser
Dated: October 24, 2012	/s/ Jerome Kaiser
	Jerome Kaiser, Chief Financial Officer

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