AMBICOM HOLDINGS, INC (OTCMKTS:ABHI) Files An 8-K Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement.

On February 14, 2017, the Company and Voosh, LLC (Voosh) entered
into a Software License Agreement (the License Agreement) in
perpetuity. The License Agreement limits Vooshs use and
distribution of the Companys software to the Enterprise and SMB
markets, and requires Voosh to pay to the Company a royalty,
quarterly, based on Vooshs gross revenues from the sale and use
of the Companys software. Under the terms of the License
Agreement, the royalty percent Voosh will pay the Company is 10%
during the first twelve months, 20% during the following twelve
months, and 30% in perpetuity thereafter. Voosh is owned by The
Cornell Family Trust and Swoosh, LLC, majority holders of the
common stock of the Company.

Item 1.03 Bankruptcy or Receivership.

On October 20, 2015, PC Drivers Headquarters, LP (PC
Drivers) filed a breach of contract claim against
the Company in Texas State Court, Travis County. By motion of the
Company, the lawsuit was removed to the United States District
Court, Western District of Texas, Austin Division, on November
17, 2015. (PC Drivers Headquarters, LP vs. AmbiCom Holdings,
Inc., United States District Court, Western District of
Texas, Austin Division (Case No. 1:15-cv-01038-RP) (the
First Texas Action)

On April 29, 2016, the United States District Court, Western
District of Texas, Austin Division entered its Default Judgment
against the Company, granting PC Drivers monetary relief in the
amount of $318,518.98 and certain injunctive relief, including,
without limitation, granting PC Drivers a royalty free license in
certain of the Companys intellectual property in the consumer
market.

On August 15, 2016, on a motion from PC Drivers, the United
States District Court Northern District of California, San Jose
Division, appointed Michael S. Warda, receiver over a patent
owned by the Company, at the request of a debtor, PC Drivers, to
hold a public sale of the patent at which PC Drivers would be
permitted to credit bid its default judgment (PC Drivers
Headquarters, LP vs. AmbiCom Holdings, Inc, United States
District Court, Northern District of California, San Jose
Division (Case No. CV 16 80125-HRL)) (the San Jose
Action)

On October 26, 2016, the Company filed a motion opposing the
public sale, instead supporting a private sale to Voosh for
aggregate consideration of $1,000,000, comprised of a cash
payment of $365,000, assumption of certain debt obligations of
the Company in an aggregate principal amount of $178,000, and
royalty payments to the Company in the amount of $457,000.

On January 12, 2017, the receiver determined that a public sale
of the patent was preferable to a private sale.

On January 19, 2017, the Company determined not to pursue the
private sale of the patent to Voosh, and filed a Motion to Set
Aside Default Judgment with the United States District Court,
Western District of Texas, Austin Division, relating to the First
Texas Action, and on January 23, 2013 filed a Request for Stay
with United States District Court, Northern District of
California, San Jose Division, relating to the San Jose Action.

On March 10, 2017, the United States District Court, Northern
District of California, San Jose Division, denied the Companys
request for a stay of the San Jose action, and scheduled a status
conference on April 4, 2017 to determine the sale procedure for
the patent subject to the receivership. At the status conference,
the Company and PC Drivers reached a settlement to which the
Company agreed to pay PC Drivers $333,000 on April 18, 2017, and
acknowledged the continuance of the First Texas Action as it
related to the Companys objection to the injunctive relief
granted by the court, and the Second Texas Action. The Company
made the payment on April 18, 2017 and the San Jose Action has
been concluded and the receivership over the patent owned by the
Company has been terminated.

On March 20, 2017, the United States District Court, Western
District of Texas, Austin Division, denied the Companys motion to
set aside the default judgment relating to the First Texas
Action.

On March 24, 2017, the Company filed a Motion for Reconsideration
with the United States District Court, Western District of Texas,
Austin Division, as to the injunctive relief contained in the
default judgment was not requested by PC Drivers in its complaint
relating to the First Texas Action.

The court denied this motion on April 4, 2017, and on April 18,
2018 the Company filed a Notice of Appeal with the United States
Court of Appeals for the Fifth Circuit relating to the First
Texas Action.

Item 2.03 Creation of a Direct Financial Obligation or an
Obligation under an Off-Balance Sheet Arrangement of a
Registrant.

On January 12, 2017, the Company entered into a secured revolving
note agreement with Voosh. The principal amount available to the
Company under the note is $130,000 (Secured Revolving
Loan Note). The Secured Revolving Loan Note matures
on July 12, 2018. At maturity, the Company may elect that the
then outstanding principal balance of loans under the Secured
Revolving Loan Note (plus accrued interest thereon through and
including the maturity date) then due and owing under the Secured
Revolving Loan Note may be repaid by the issuance of freely
tradable common stock of the Company at a price for each share of
common stock equal to 65% of the lowest trading price of the
common stock as reported on the National Quotations Bureau OTCQB
exchange which the Companys shares are traded or any exchange
upon which the common stock may be traded in the future, for the
twenty prior trading days prior to the maturity date. Interest on
loans outstanding under the Secured Revolving Loan Note accrues
at 8.00% per annum, payable quarterly.

On April 18, 2017, the Company and Voosh entered into a First
Amendment to the Secured Revolving Loan Note increasing the
amount available to the Company to $ 475,000.

Item 5.01 Changes in Control of Registrant.

The Company is authorized to issue 2,700,000,000 of common stock.
As of April 20, 2017, the Company has issued and outstanding
1,045,768,102 shares of common stock, of which 1,006,713,522 is
in restricted form. Each share of common stock of the Company is
entitled to one (1) vote in matters requiring shareholder
approval.

On August 19, 2016, the Company issued 400,000,000 restricted
shares of its common stock to Tom Nelson in lieu of payment for
past services performed on behalf of the Company (the
Nelson Restricted Stock). The Company
has been advised that on October 4, 2016, the Cornell Family
Trust acquired the Nelson Restricted Stock for a cash payment of
$3,000 in a private transaction. Cornell Family Trusts source of
funds were from trust account assets. Kevin Cornell, the CEO and
60% owner of Voosh, is a trustee of the Cornell Family Trust.
Kevin Cornell is the former President of the Company and a former
member of the Board of Directors of the Company. The Cornell
Family Trusts purchase of the Nelson Restricted Stock represents
38.25% of the Companys issued and outstanding common stock.

The Company has been advised that on February 16, 2017, Voosh
acquired (i) 100,202,357 shares of restricted common stock of the
Company from Xue Guo, a former consultant to the Company, for a
cash payment of $20,000 in a private transaction, Vooshs source
of funds were from funds previously contributed to Voosh by its
minority investor (the Gou Restricted
Stock), (ii) 100,000,000 shares of restricted
common stock of the Company from John W. Wang, Jr., a former
employee of the Company, for a cash payment of $20,000 in a
private transaction, Vooshs source of funds were from funds
previously contributed to Voosh by its minority investor (the
Hwang Jr. Restricted Stock), and (iii)
117,000,000 shares of restricted common stock of the Company from
John Wang , the former CEO of the Company, for a cash payment of
$20,000 in a private transaction, Vooshs source of funds were
from funds previously contributed to Voosh by its minority
investor (the Hwang Restricted Stock).

Vooshs purchase of the Guo Restricted Stock, Hwang Jr. Restricted
Stock and the Hwang Restricted Stock represents 30.33% of the
Companys issued and outstanding common stock.

Voosh is 60% owned by the Cornell Family Trust and 40% owned by
Swoosh, LLC. Kevin Cornell, the CEO of Voosh, is a trustee of the
Cornell Family Trust. Kevin Cornell is the former President of
the Company and a former member of the Board of Directors of the
Company. The Cornell Family Trusts purchase of the Nelson
Restricted Stock and the purchase by Voosh of the Guo Restricted
Stock, the Hwang Jr. Restricted Stock and the Hwang Restricted
Stock collectively represents 68.58% of the Companys 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 the former and
new control groups and their associates with respect to the
election of directors or other matters.

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

On December 5, 2015, Kevin Cornell resigned as the President and
member of the Board of Directors of the Company.

On October 27, 2016, Alain Lewand, 59, was retained as the Chief
Executive Officer of the Company and appointed to its Board of
Directors. For his services as Chief Executive Officer, Mr.
Lewand receives 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. Mr.
Lewands current contract expires on April 30, 2017.

Mr. Lewand has been involved in the public market sector for the
past 25 years, advising companies in the restructuring their
financial and business operations and investor relations. Prior
to joining AmbiCom, Mr Lewand was employed from 1996-2016 as
Managing Director for Institutional Analyst. Focusing on
assisting public and private companies in all business related
components.

On September 12, 2016, Rob Radoff resigned from the Board of
Directors of the Company.

On October 27, 2016, John S. Hwang resigned his position as a
member of the Companys Board of Directors and as Chief Executive
Officer and Chief Financial Officer of the Company and all of its
Subsidiaries.

Section 8 – Other Events

Item 8.01 Other Events.

On March 6, 2017, the Company filed a breach of contract claim
against PC Drivers in the United States District Court, Western
District of Texas. Austin Division. (AmbiCom Holdings, Inc.
v. PC Drivers Headquarters, L.P., (Case No 1:17-cv-00204)
(Second Texas Action). In the Second
Texas Action, the Company alleges various breaches of contact
relating to payments due and owing to the Company by PC Drivers,
as well as impermissible uses of the Companys intellectual
property by PC Drivers, and is alleging damages in excess of
$10,000,000.

On March 8, 2017, the Company was served with a complaint
alleging breach of contract claim by Biznet Ventures Worldwide,
Inc, (Biznet), a former consultant to
the Company, (Biznet Ventures Worldwide, Inc. vs. AmbiCom
Holdings, Inc. and Al Lewand, Circuit Court of the
18^th Judicial Circuit, DuPage County Wheaton, Illinois
(Case No. 2017L000195). The Company denies the allegations in the
complaint, and is objecting to the use of Adam S. Tracy by Biznet
in connection with this litigation matter. Mr. Tracy was added to
the SEC Prohibited Attorney list on March 1, 2017. The Company
has requested that the proceeding be removed to Federal Court.

Section 9 – Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

About AMBICOM HOLDINGS, INC (OTCMKTS:ABHI)

AmbiCom Holdings, Inc. is a holding company. The Company’s operating subsidiary, AmbiCom, Inc., is a designer and developer of wireless products focusing on the wireless medical industry. AmbiCom, Inc.’s wireless modules and devices are based on its application software and wireless fidelity (Wi-Fi) or Bluetooth technologies. The Company’s subsidiary, Lagranger, Inc., is a designer and developer of optimizer of gaming infrastructure configuration settings. It purchases standard wireless products, and designs and develops features and packaging to customize these products to their target original equipment manufacturer (OEM). The Company optimizes server infrastructure configuration settings using its Active Continuous Optimization (ACO). Its products include routers, Compact flash Adapters/Modules, universal serial bus (USB) Adapters/Modules, Mini Payments Peripheral Component Interconnect (PCI) Modules, PCI Express Mini Modules, mobile wireless products and optimization service.

AMBICOM HOLDINGS, INC (OTCMKTS:ABHI) Recent Trading Information

AMBICOM HOLDINGS, INC (OTCMKTS:ABHI) closed its last trading session up +0.00040 at 0.00240 with 2,144,400 shares trading hands.