UNITED STATES ~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549~~

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~~February ~~of Report (Date of earliest event reported): January 20~~9, 2017

~~QUANTUMSPHERE,~~Date ~~INC. (Exact name~~ of ~~registrant~~Report as(Date ~~specified in~~of ~~its~~earliest ~~charter~~event reported)

~~000-53913~~QUANTUMSPHERE, ~~(Commission File Number)~~INC.

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

(Exact name of registrant as specified in its charter)

~~2905 Tech Center Drive, Santa Ana, CA 92705 (Address of principal executive offices, with zip code)~~000-53913

~~714-545-6266~~ (~~Registrant’s~~Commission File ~~telephone number, including area code~~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~~ITEM 51.0201 ~~Departure~~ENTRY ofINTO ~~Directors~~A orMATERIAL ~~Certain~~DEFINITIVE ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~AGREEMENT

On ~~January~~February 202, 2017, ~~Francis C. Poli voluntarily resigned from the Board of Directors of~~ QuantumSphere, Inc., a Nevada corporation (the “~~Company~~Registrant”), ~~effective~~ ~~immediately.~~entered ~~There~~into ~~were~~a noSecurities Purchase ~~disagreements~~Agreement ~~between~~(the ~~Mr.~~“February ~~Poli~~2017 ~~and~~Securities ~~the~~Purchase ~~Company~~Agreement”) orwith ~~any~~a ~~officer~~certain oraccredited ~~director of~~ investor (the ~~Company which~~“Investor”) ~~led~~pursuant to ~~Mr.~~which ~~Poli’s~~the ~~resignation.~~Registrant ~~Mr.~~issued ~~Poli~~a ~~served~~12% onconvertible ~~the~~promissory ~~Board~~note ofin ~~Directors~~the ~~since~~original principal ~~October~~amount ~~2006.~~of ~~With~~sixty-eight ~~his~~thousand ~~resignation~~dollars ($68, ~~Mr.~~000) ~~Poli~~(the ~~also~~“February ~~resigned~~2017 ~~from~~Note”). ~~his~~The ~~role~~February as2017 ~~chairman~~Note consists of ~~the~~(i) ~~Audit,~~sixty-five ~~Compensation,~~thousand ~~Governance~~dollars ~~and Nominating~~($65,000) ~~and~~of ~~Strategic~~cash ~~Planning~~ investment and ~~Operations~~(ii) ~~Committees.~~three ~~Kevin~~thousand ~~Maloney,~~dollars ~~Chief Executive Officer and President~~($3,000) ~~will assume the chairman role~~ of ~~the~~legal ~~Audit, Compensation,~~fee ~~Governance~~ and ~~Nominating,~~due ~~and~~diligence ~~Strategic Planning and Operations Committees~~fee.

OnThe ~~January~~February ~~20,~~ 2017, ~~Gregory~~Note L.shall ~~Hrncir~~bear ~~voluntarily~~simple ~~resigned~~interest asat ~~Chief~~the ~~Strategy~~rate ~~Officer,~~of ~~General~~twelve ~~Counsel~~percent (12%) per annum and ~~Secretary~~will ofmature ~~the~~on ~~Company~~November 5, ~~effective~~ ~~immediately~~2017. The ~~There~~default ~~were~~interest norate ~~disagreements~~on ~~between~~the MrFebruary 2017 Note is twenty-two percent (22%) per annum. ~~Hrncir~~All interest shall accrue and be payable at maturity in the ~~Company~~form orof cash unless the Investor options to convert the accrued interest into common stock. The February 2017 Note is convertible into common stock at any ~~officer~~time orbeginning ~~director~~one hundred eighty (180) days following the date of the ~~Company~~note and ending ~~which~~on ~~led~~the tolater ~~Mr.~~of ~~Hrncir’s~~(i) ~~resignation.~~the Mrmaturity date and (ii) the date of payment of the default amount. ~~Hrncir~~The ~~has~~conversion ~~served~~price inwill ~~various~~be ~~capacities~~sixty ~~with~~percent (60%) of the ~~Company~~market ~~since~~price, ~~November~~defined ~~2004~~as the average of the lowest three (3) trading prices for the common stock on the OTCQB during the fifteen (15) trading day period ending on the latest complete trading day prior to the conversion date.

2The foregoing description of the February 2017 Securities Purchase Agreement does not purport to be complete and is qualified in its entirety by reference to Exhibit 10.1, which is attached hereto and which is incorporated herein its entirety by this reference.

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 9.01 FINANCIAL STATEMENTS AND EXHBITS

Exhibit No.		Description

10.1		February 2017 Securities Purchase 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.
Date: January 20, 2017	By:	/s/ Kevin D. Maloney
Date: February 9, 2017	By:	/s/ Kevin D. Maloney
	Name:	Kevin D. Maloney
	Title:	President and Chief Executive Officer

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