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 and Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~May~~September 1525, 2017

AMBICOM HOLDINGS, INC

(Exact name of registrant as specified in its charter)

Nevada	000-54608	26-2964607
(State or other jurisdiction	(Commission	(IRS Employer
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
of incorporation)	File Number)	Identification No.)

877 Cedar Street,

Suite 150

Santa Cruz, CA

95060

(Address of principal executive offices)

(Zip Code)

408-479-8802

(Registrant’s telephone number, including area code)

39440 Civic Center Drive

# 213 ~~Freemont, CA 94538~~

Freemont, CA 94538

(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):

[ ] 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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (240.12b-2 of this chapter)

Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Statements preceded by, followed by or that otherwise include the words “believes,” “expects,” “anticipates,” “intends,” “projects,” “estimates,” “plans,” “may increase,” “forecast” and similar expressions or future or conditional verbs such as “will,” “should,” “would,” “may” and “could” are generally forward-looking in nature and not historical facts. Forward-looking statements are based on management’s current expectations or beliefs about the Company’s future, expectations and objectives. These forward-looking statements are not historical facts and are subject to risks and uncertainties that could cause the actual results to differ materially from those projected in these forward-looking statements including, the general economic climate; the supply of and demand for software interest rate levels; the availability of financing; and other risks associated with licensing software, including risks that the licensee will not pay its royalties, or the costs may be greater than anticipated and other risk factors that may be described from time to time in the Company’s filings with the Securities and Exchange Commission. Readers of this release are cautioned not to place undue reliance on forward-looking statements contained herein, which speak only as of the date stated, or if no date is stated, as of the date of this Current Report. The Company undertakes no obligation to publicly update or revise the forward-looking statements contained herein to reflect changed events or circumstances after the date of this release, unless required by law.

Item 1.01 Entry into a Material Definitive Agreement.

On ~~May~~September 525, 2017, the Company ~~and~~entered into an asset purchase agreement (the “Agreement”) with Voosh, LLC, a California limited liability company (“Voosh”), ~~entered~~pursuant ~~into~~to anwhich ~~Amended~~the ~~and~~Company ~~Restated~~agreed ~~Software~~to ~~License~~purchase ~~Agreement~~all of Voosh’s assets for (i) the ~~“Amended~~sum ~~License~~of ~~Agreement”)~~one hundred thousand dollars ($100,000.00), ~~The~~and ~~Amended~~(ii) ~~License~~commencing ~~Agreement~~with ~~grants~~the tofiscal ~~Voosh’s~~quarter ending December 31, 2017, a quarterly royalty payment based upon the ~~exclusive~~net revenues received by the Company attributable to the exploitation of the ~~right~~Assets subject to the ~~use~~Asset ~~and~~Purchase ~~distribution~~Agreement and of the Company’s ~~optimization~~business ~~patent and software~~ in the Enterprise and SMB ~~markets,~~Market ~~and~~(“Voosh ~~requires~~Net ~~Voosh~~Revenues”) toduring ~~pay~~the toimmediately preceding fiscal quarter of the Company ain ~~royalty,~~an ~~quarterly,~~amount ~~based~~equal onto (x) 40% of Voosh’s ~~gross~~Net Revenues ~~revenues~~as ~~from~~determined by the ~~sale~~Board ~~and~~of ~~use~~Directors of the Company’s ~~optimization~~(a ~~patent~~“Voosh Royalty Payment”), to be due and ~~software.~~payable on ~~Under~~the thirtieth (30th) day to occur after the ~~terms~~close of the ~~Amended~~applicable ~~License~~fiscal ~~Agreement~~quarter for which such Voosh Royalty Payment was calculated, however, at the election of the Company’s Board of Directors the royalty ~~percent~~payment ~~Voosh~~percentage may be reduced with ~~will~~the ~~pay~~payment of Common Stock of the Company such that the percentage is 10reduced by 4% ~~during~~for each 100,000,000 shares of the ~~first~~Company issued ~~twelve~~to ~~months,~~Voosh ~~20%~~LLC ~~during~~(the “Transaction”). Upon the ~~following~~closing ~~twelve~~of ~~months~~the Transaction, ~~and~~the ~~30%~~Company inwill ~~perpetuity~~not ~~thereafter.~~assume any liabilities of Voosh. isVXM’s ~~owned~~assets byconsist ~~The~~of ~~Cornell~~performance ~~Family~~management ~~Trust~~software ~~and~~for ~~Swoosh,~~the ~~LLC,~~optimization ~~majority~~of ~~holders~~information oftechnology ~~the~~and ~~common~~server virtualization ~~stock~~and ofrelated contracts in the ~~Company~~Enterprise and SMB Market.

The Agreement contains standard representations and warranties related to each party and the assets being purchased, and may be terminated prior to the Closing Date by (i) written agreement of both parties; (ii) the non-breaching party if there has been a material breach of any representation, warranty or covenant made by a breaching party; or (iii) the Company upon the occurrence of an event which constitutes a Material Adverse Effect (as that term is defined in the Agreement).

On September 29, 2017 the Company consummated the closing of the Transaction.

The foregoing description of the Agreement is qualified in its entirety by reference to the full text of the Agreement, which is filed as Exhibit 10.1 to this Current Report on Form 8-K, which is incorporated herein by reference

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The~~On ~~sole~~September ~~member of the Board of Directors of the Company determined to add additional members to the Board of Directors who were familiar with the operations of the Company. On May 15~~25, 2017, ~~Kevin~~Alain ~~Cornell~~Lewand ~~and~~resigned ~~Marvin~~as J.the ~~Miller~~Chief ~~Jr.~~Executive ~~were~~Officer ~~appointed~~and tomember ~~serve as members~~ of the ~~Company’s~~ Board of Directors of the Company ~~until the next annual meeting of the Shareholders of the Company.~~

~~Mr.~~In ~~Cornell,~~connection ~~65,~~with ~~has held several senior management positions within~~ the ~~computer~~Transaction, ~~industry.~~Kevin ~~Mr.~~ Cornell, ~~previously~~a ~~served~~member ~~on the Board~~ of ~~Directors of~~ the Company’s inBoard ~~2015~~of Directors, ~~and~~was ~~served~~retained as ~~its~~Chief ~~President~~Executive Officer ~~from~~of ~~May~~the 14Company, ~~2014~~Marvin ~~through~~J. ~~December~~Miller 3Jr., ~~2015.~~a ~~Mr.~~member ~~Cornell~~of ~~is currently~~ the ~~CEO~~Board of ~~Voosh,~~Directors ~~LLC. Prior to his services as President~~ of the Company, ~~Mr.~~was ~~Cornell~~retained ~~served~~ as the ~~CEO~~General ~~and co-founder of Veloxum~~Counsel ~~Corp. from March 2008 to May 2014. Prior thereto~~ and ~~from August 2005 to February 2008 Mr. Cornell was the~~ Chief ~~Operating~~Executive Officer ~~and~~ ~~co-founder~~ of ~~Symphoniq~~the ~~Corporation~~Company, ~~(n/k/a~~and ~~Coradiant~~Paul ~~Corp).~~McGee ~~From~~was ~~January~~retained ~~2003 to July 2005, he served~~ as the ~~Senior~~Director ~~Vice-President and~~of ~~General~~Technical ~~Manager~~Marketing of ~~Finisar Corporation’s Network Tools Division and from January 1999 to January 2003,~~ the ~~Vice President and General Manager of Borland~~Company. ~~Mr. Cornell also was employed with Fulltime Software (n/k/a EMC), MIPs, and Oracle. Mr. Cornell graduated from Ryerson University, Toronto, Canada and holds four patents in fiber optics.~~

~~Voosh, LLC, of which~~ Mr. ~~Cornell is CEO, owns 30.33% of the Company’s issued and outstanding common stock. Voosh is 60% owned by~~ ~~the~~ Cornell ~~Family~~will ~~Trust~~receive ~~and~~cash ~~40%~~compensation ~~owned by Swoosh, LLC. Mr. Cornell is a Trustee~~ of ~~the Cornell Family Trust~~$10,000 ~~which~~per ~~owns~~month ~~38.25% of~~during ~~the~~his ~~Company’s~~contract ~~issued and outstanding common stock. Voosh~~term, ~~LLC and the Cornell Family Trust collectively own 68.58% of the Company’s issued and outstanding common stock,~~ which ~~provides~~expire ~~the~~on ~~Cornell~~July ~~Family Trust and Voosh with the majority control of the Company. There is no arrangement or understanding among members of both Voosh~~31, ~~LLC~~2018 ~~and~~unless ~~the Cornell Family Trust and their associates with respect to the election of directors or other matters~~extended.

Mr. Miller will receive cash compensation of $7,500 per month and a stock award of $2,500 per month priced as of 5the close of the first trading day of each month during his contract term, which expire on July 31, 2018 unless extended. Mr. Miller, so long as he remains with the Company, will also receive an incentive signing bonus of 100,000,000 shares of the Company’s common stock that will vest in equal amounts over the first twenty-four months of his employment.

Paul McGee, 58, was previously the Director of Technical Sales at Voosh. Previous to joining Voosh, Mr. McGee has been Vice President ~~Cornell~~of ~~will~~Sales, ~~serve~~Marketing as& Operations for dBase LLC since April 2012, OEM/Partner Sales and Technical Management for GoldenWare Travel Technologies from, September 2011 to April 2012, and its Account Manager from April to September 2011, a ~~member~~Consultant ofwith Radvision ~~the~~from ~~Board~~April ~~without~~2006 ~~compensation~~through October 2009.

Mr. ~~Miller,~~McGee ~~56,~~will ~~recently~~receive ~~lead~~cash ~~the~~compensation ~~legal team that resulted in the retention by the Company~~ of ~~its optimization patent in the recently concluded San Jose Action. Previously~~$5,000 ~~from~~per ~~July~~month ~~2014~~during ~~through~~his ~~July~~contract ~~2016~~term, ~~Mr.~~which ~~Miller~~expire ~~was~~on ~~General Counsel & Managing Director of Pelican Point Media, LLC and Pelican Point Capital Partners, LLC. Prior to that, from~~ July ~~1996 through July 2014~~31, ~~Mr.~~2018 ~~Miller was~~unless a partner at Winston & Strawn, LLP, where in addition to leading the team prosecuting the Company’s optimization patent, he represented domestic and international corporate and financial institutions, hedge funds, and governmental entities in connection with a range of financing, corporate restructurings and commercial transactions, and from September 1990 through July 1996 he was an associate at White & Case, LLPextended. ~~Mr. Miller graduated from DePaul University, and received his law degree from Fordham University, School of Law.~~

Voosh, LLC, of which Mr. Cornell is CEO, owns 17.26% of the Company’s issued and outstanding common stock. Voosh is 60% owned by ~~Miller~~the ~~will~~Cornell ~~serve~~Family asTrust and 40% owned by Swoosh, LLC. Mr. Cornell is a ~~member~~Trustee of the ~~Board~~Cornell ~~without~~Family ~~compensation~~Trust, which owns 22.86% of the Company’s issued and outstanding common stock. Voosh, LLC and the Cornell Family Trust collectively own 40.12% of the Company’s issued and outstanding common stock, which provides the Cornell Family Trust and Voosh with the majority control of the Company. There is no arrangement or understanding among members of both Voosh, LLC and the Cornell Family Trust and their associates with respect to the election of directors or other matters.

~~On May~~3 ~~15, 2017, the Board~~ of Directors of the Company approved and extension of the current contract of Alain Lewand, Chief Executive Officer of the Company, through December 31, 2017. Mr. Lewand will continue to receive cash compensation of $5,000 per month and a stock award of $5,000 per month priced as of the close of the first trading day of each month during his contract term.6

Section 9 - Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit

Exhibit Number		Description

10.1		Asset Purchase Agreement, dated September 25, 2017 between AmbiCom Holdings, Inc. and Voosh, LLC.

Number		Description
10.1		Amended and Restated License Agreement dated May 5, 2017 between AmbiCom Holdings, Inc. and Voosh, LLC.

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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.

	AMBICOM HOLDINGS, INC.
Dated: May 25, 2017	By:	/s/ Alain Lewand
Dated: October 26, 2017	By:	/s/ Kevin Cornell
	Name:	Alain Lewand
	Name	: Kevin Cornell
	Title:	Chief Executive Officer

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EXHIBIT INDEX

Exhibit
Exhibit Number		Description
Number		Description
10.1		Asset Purchase Agreement, dated September 25, 2017, between AmbiCom Holdings, Inc. and Voosh, LLC.
10.1		Amended and Restated License Agreement dated May 5, 2017 between AmbiCom Holdings, Inc. and Voosh, LLC.

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