U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K



x
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934



FOR THE FISCAL YEAR ENDED JULY 31, 2012

Commission File Number 333-153402



AMBICOM HOLDINGS, INC.

(Exact name of Registrant as specified in
its charter)



|Nevada                                     | 333-153402                   | 26-2964607                      
|------------------------------------------ | ---------------------------- | --------------------------------
|(State or jurisdiction of incorporation or | (Primary Standard Industrial | (I.R.S.  Employee Identification
|organization)                              | Classification Code Number)  | No.)                            



|500 Alder Drive, Milpitas, CA 95035      | 408-321-0822                             
|---------------------------------------- | -----------------------------------------
|(Address of principal executive offices) | (Registrant’s telephone number, including
|                                         | area code)                               



Securities registered
pursuant to Section 12(b) of the Act:
None



Securities registered
pursuant to section 12(g) of the Act:

Common Stock,
$0.008 par value





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes  ̈     Nox



Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act  Yes  ̈     Nox



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.  YesxNo  ̈



Indicate by check
mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). YesxNo  ̈



Indicate by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference
in Part III of this Form 10-K or any amendment to this Form 10-K.   ̈



Indicate by check
mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):



|Large accelerated filer  ̈ | Accelerated filer  ̈ | Non-accelerated filer  ̈                       | Smaller reporting companyx
|------------------------- | ------------------- | --------------------------------------------- | --------------------------
|                          |                     | (Do not check if a smaller reporting company) |                           



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes  ̈     Nox



Aggregate market
value of common stock held by non-affiliates of the Registrant as of October 31, 2012: $403,630. As of October 8, 2012, the registrant
had 10,090,760 shares of common stock, par value $0.008 per share, issued and outstanding.



Documents Incorporated by Reference: None











AMBICOM HOLDINGS, INC.

TABLE OF CONTENTS



|          |  | Page No.                                                                                                        
|--------- |  | ----------------------------------------------------------------------------------------------------------------
|          |  |                                                                                                                 
|PART I    |  |                                                                                                                 
|          |  |                                                                                                                 
|Item 1.   |  | Business                                                                                                        
|Item 1A   |  | Risk Factors                                                                                                    
|Item 1B   |  | Unresolved Staff Comments                                                                                       
|Item 2.   |  | Properties                                                                                                      
|Item 3.   |  | Legal Proceedings                                                                                               
|Item 4.   |  | Reserved                                                                                                        
|          |  |                                                                                                                 
|PART II   |  |                                                                                                                 
|          |  |                                                                                                                 
|Item 5.   |  | Market for the Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|Item 6.   |  | Selected Financial Data                                                                                         
|Item 7.   |  | Management’s Discussion and Analysis of Financial Condition and Results of Operations                           
|Item 7A   |  | Quantitative and Qualitative Disclosures About Market Risk                                                      
|Item 8.   |  | Financial Statements and Supplementary Data                                                                     
|Item 9.   |  | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                            
|Item9A(T) |  | Controls and Procedures                                                                                         
|Item 9B.  |  | Other Information                                                                                               
|          |  |                                                                                                                 
|PART III  |  |                                                                                                                 
|          |  |                                                                                                                 
|Item 10.  |  | Directors, Executive Officers, and Corporate Governance                                                         
|Item 11.  |  | Executive Compensation                                                                                          
|Item 12.  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                  
|Item 13.  |  | Certain Relationships and Related Transactions and Director Independence                                        
|Item 14.  |  | Principal Accountant Fees and Services                                                                          
|Item 15.  |  | Exhibits and Financial Statement Schedules                                                                      
|          |  | SIGNATURES                                                                                                      



2







As used in this report, the terms "we", "us",
"our" and "our company" refer to AmbiCom Holdings, Inc.



CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS



This report contains various forward-looking
statements regarding our business, financial condition, results of operations and future plans and projects. Forward-looking statements
discuss matters that are not historical facts and can be identified by the use of words such as “believes,” “expects,”
“anticipates,” “intends,” “estimates,” “projects,” “can,” “could,”
“may,” “will,” “would” or similar expressions. In this report, for example, we make forward-looking
statements regarding, among other things, our expectations about the rate of revenue growth in specific business segments and the
reasons for that growth and our profitability, our expectations regarding an increase in sales, strategic traction and sales and
marketing spending, uncertainties relating to our ability to compete, uncertainties relating to our ability to increase our market
share, changes in coverage and reimbursement policies of third-party payers and the effect on our ability to sell our products
and services, the existence and likelihood of strategic acquisitions and our ability to timely develop new products or services
that will be accepted by the market.



Although these forward-looking statements
reflect the good faith judgment of our management, such statements can only be based upon facts and factors currently known to
us. Forward-looking statements are inherently subject to risks and uncertainties, many of which are beyond our control. As a result,
our actual results could differ materially from those anticipated in these forward-looking statements as a result of various factors,
including those set forth below under the caption “Risk Factors.” For these statements, we claim the protection of
the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. You should not
unduly rely on these forward-looking statements, which speak only as of the date on which they were made. They give our expectations
regarding the future but are not guarantees. We undertake no obligation to update publicly or revise any forward-looking statements,
whether as a result of new information, future events or otherwise, unless required by law.



Part I



Background



Organization in the Last Five Years



AmbiCom was organized under the laws of
the State of Nevada on July 29, 2008. AmbiCom is a holding company whose operating company, AmbiCom, Inc., is a designer and developer
of wireless products focusing on the wireless medical industry. AmbiCom’s wireless modules and devices are based on the Company’s
innovative application software andWi-Fi or Bluetoothâ
technologies.



On January 15, 2010, Med Control, Inc.
(the “Registrant”) authorized its Articles of Incorporation (the “Amendment”) to change its name to AmbiCom
Holdings, Inc., to increase the number of its authorized shares of capital stock from 75,000,000 to 1,050,000,000 shares of which
1,000,000,000 were designated common stock, par value $0.001 per share (the “Common Stock”) and 50,000,000 were designated
preferred stock, par value $0.001 per share (the “Preferred Stock”), and to effect a forward-split such that 131.2335958
shares of Common Stock were issued for every 1 share of Common Stock issued and outstanding immediately prior to filing of the
amendment (the “Forward Split”). The Registrant also amended its Bylaws on January 15, 2010. On January 15, 2010, the
Registrant entered into an Agreement and Plan of Share Exchange (the “Exchange Agreement”) with AmbiCom Acquisition
Corp., a Nevada corporation (“AmbiCom”), whereby the Registrant acquired all of the issued and outstanding capital
stock of AmbiCom in exchange (the “Exchange”) for 20,000,000 newly issued shares of Common Stock (the “Common
Exchange Shares”), 2,600,000 shares of Series B Preferred Stock, options to purchase 5.5 million common shares and 2,350,000
shares of Series A Preferred Stock at the purchase price of $.01 per share, and 500,000 warrants to purchase 500,000 shares of
Common Stock at $0.50 per share. As a result of the Exchange, the AmbiCom equity holders surrendered all of their issued and outstanding
capital stock of AmbiCom in consideration for the Exchange Shares, and AmbiCom Acquisition Corp. became a wholly-owned subsidiary
of Med Control, Inc.



Simultaneously, the Company accepted subscriptions
in an offering (the “Offering”) of its Common Stock at a price of $0.40 per share, offered pursuant to Regulation D
of the Securities Act of 1933, as amended (the “Securities Act”). The Company sold an aggregate of 1,250,000 shares
of Common Stock for an aggregate offering price of $500,000.



3







At the Closing, our board of directors
was reconstituted by the appointment of John Hwang, Kenneth Cheng and Robert Radoff as directors immediately prior to the resignation
of Ms. Elaine Mayumi Kato from her role as sole principal officer and director of the Company. Our executive management team also
was reconstituted following the resignation of Ms. Kato, and Mr. Hwang and Mr. Cheng were appointed as CEO and President, respectively,
in place of our former officers.



Prior to the Exchange, the AmbiCom Holdings,
Inc. 2010 Incentive Plan (the “Plan”) was adopted by the Board and the Company’s Stockholders. Under the Plan,
2,277,778 shares of Common Stock were reserved for issuance as incentive awards to be granted to executive officers, key employees,
consultants and directors after the closing of the transactions described herein.



The parties have taken the actions necessary
to provide that the Exchange is treated as a “tax free exchange” under Section 368 of the Internal Revenue Code of
1986, as amended.



Split-Off Agreement



In addition, contemporaneously with the
Closing, the Company and our former principal stockholder, Ms. Kato, split-off its wholly owned subsidiary, MCI Acquisition Corp.,
a newly-formed Nevada corporation (“MCAC”), whereby the Company assigned all of its previous
operating assets to MCAC in consideration for the assumption of all of the Company’s liabilities to Ms. Kato, who is currently
the principal shareholder of MCI and the retirement and cancellation of Ms. Kato’s 6,000,000 shares of Common Stock pursuant
to the terms and conditions of a split-off agreement by and among the Company, Ms. Kato, and MCAC (the “Split-Off
Agreement”).



Item 1. Business



Company Overview



AmbiCom Holdings, Inc. (“AmbiCom
Holdings” “the Company”, “us”, “our” or “we,”) was incorporated as Med Control,
Inc. in the State of Nevada as a for-profit company on July 1, 2008 and established a fiscal year end of July 31. Prior to the
Exchange, the Company was a development-stage company organized to sell a product called “Med Time”, an electronic
and portable device aimed to control the doses and schedules of medications taken by elderly individuals. As a result of the Exchange
with AmbiCom Acquisition Corp., we have adopted the business plan of AmbiCom Acquisition Corp’s wholly-owned subsidiary,
AmbiCom, Inc., a California corporation, and now design and develop wireless products focusing on the wireless medical industry.



AmbiCom is a designer and developer of
wireless products focusing on the wireless medical industry. AmbiCom’s wireless modules and devices are based on the Company’s
innovative application software andWi-Fi or Bluetoothâ
technologies. While AmbiCom’s focus is on the development of products for the healthcare industry, AmbiCom will continue
its plans to develop and explore solutions for non-healthcare applications.



Sales in the wireless medical device industry
have grown at a rapid pace in the past few years. AmbiCom believes the reason for this growth and its strategy to focus on this
industry includes:



| | · | Healthcare providers and insurers are seeking increased out-patient services. Wireless applications
have the ability to provide “virtual nurse” services such as condition monitoring and alerts.
| | - | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Wireless applications may eliminate or reduce the need for certain services that previously required
a person, such as nurses, physicians, and billing positions.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Automated monitoring and alerts may produce improved patient outcomes and enable medical care providers
to “virtually” monitor patients around the clock.
| | - | ---------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Improved usability may enhance quality of life and enable better, easier care provision.
| | - | ----------------------------------------------------------------------------------------



| | · | Can enable or improve mobility and greater convenience.
| | - | -------------------------------------------------------



4







AmbiCom’s business strategy targets
and prioritizes areas of need and problems that could be improved or solved via the application of wireless capabilities. It then
attempts to develop solutions that combine existing hardware and new software applications which AmbiCom develops to customize
a device. AmbiCom’s wireless device solutions and applications include infusion pumps, heart monitoring machines, and glucose
meters.



AmbiCom sells its products through multi-channel
distribution and original equipment manufacturer (“OEM”) channels. The Company delivers its medical device modules
to OEM companies such as Roche and Zoll Medical.



AmbiCom plans to introduce wireless device
modules including new SDIO cards, non-healthcare related wireless devices including solar toothbrushes that utilize LED light technology,
and increase its outside engineering services during its upcoming fiscal year.



The Company is headquartered in Milpitas,
California, where all corporate and design operations are based. AmbiCom’s manufacturing operations and capacity are highly
scalable and cost effective via several manufacturing partners in Asia.



Business Strategy



AmbiCom's
primary goal is to continue to provide consumers high quality mobile wireless products. The Company is committed to wireless design
and development of software and hardware, and to bringing new and innovative products to the wireless medical and other wireless
markets.



AmbiCom intends to grow organically. The
Company believes many medical devices lack the technological and operational effectiveness for success in today’s quickly
advancing technological environment. The Company’s internal growth objective is to position AmbiCom as a leading designer
of application software and hardware, via the following approaches and others:



| | · | Leverage its current customer base
| | - | ----------------------------------



| | · | Capitalize on its competitive advantage of proprietary technology and software
| | - | ------------------------------------------------------------------------------



| | · | Exploit the growing need for cost reduction
| | - | -------------------------------------------



| | · | Build strategic partnerships for scalability, efficiencies and leverage
| | - | -----------------------------------------------------------------------



| | · | Expand sales and marketing activities
| | - | -------------------------------------



Our Competitive Advantages





The Company believes its strengths include
the following:



| | · | Proven Results:Deep domain expertise in wireless technologies and developing new product
applications that innovatively leverage wireless technology to create innovative products with breakthrough functionalities.Since the year 2000, AmbiCom has sold over one million devices to customers worldwide.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Low Cost Operating Structure – AmbiCom maintains a low cost operating structure, focusing
resource allocation on its core corporate functions including sales, marketing, research and development, administration, and outsourcing
manufacturing to several companies in Asia. This operating structure has allowed the Company to maintain strong gross margins.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



5







Products



We expect our markets to remain competitive
and to reflect rapid technological evolution and continuously evolving customer and regulatory requirements. Our ability to remain
competitive depends in part upon our success in maintaining our intellectual knowledge base and developing new and enhanced advanced
wireless solutions and introducing these systems at competitive prices on a timely basis.



Sales and Marketing



We believe our intellectual capability,
technology, sales, and marketing efforts have established our reputation for providing innovative solutions that meet our customers’
needs in a timely, cost-efficient manner. Our ability to leverage ourdistribution network will
be an important factor in our success. The sales and marketing of our products largely depends upon the type of product, location
and target customer.



Manufacturing and Suppliers



We currently outsource production of our
products primarily to manufacturers in Asia. Many of the key components and sub-components are purchased from third party suppliers.
We have selected such suppliers based on their ability to consistently produce these components per our specifications, striving
for the best quality product at the most cost effective price.



Research and Product Development





The general focus of our research and development
team is the design and integration of wireless medical devices. Through these efforts, we constantly seek to enhance our existing
products, design new products and develop solutions for customer applications. We believe that our responsiveness to current and
perceived future customer demands differentiates us from many of our competitors, as we rapidly introduce new products to address
market needs. We intend to expand our research and development team as we believe that increased levels of spending on research
and development will be necessary to successfully develop products that will have a niche value.



Employees



As of July 31, 2012, we had 5 employees.
We believe we have good employee relations. None of our employees are members of any labor union, and we are not a party to any
collective bargaining agreement.



CORPORATE INFORMATION



The Company's corporate headquarters are
located at 500 Alder Drive, Milpitas, California.



Reports to Securities Holders



We will make available free of charge any
of our filings as soon as reasonably practicable after we electronically file these materials with, or otherwise furnish them to,
the Securities and Exchange Commission (“SEC”). We are not including the information contained in our website as part
of, or incorporating it by reference into, this report on Form 10-K.



The public may read and copy any materials
we file with the SEC at the SEC's Public Reference Room at 100 F Street, N.E., Room 1580, Washington, D.C. 20002. The public may
obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet
site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC at (http://www.sec.gov).



6







RISK FACTORS



Investing in the Company's common stock
involves a high degree of risk. Prospective investors should carefully consider the risks described below, together with all of
the other information included or referred to in this Current Report on Form 10-K, before purchasing shares of the Company's common
stock. There are numerous and varied risks, known and unknown, that may prevent the Company from achieving its goals. The risks
described below are not the only ones the Company will face. If any of these risks actually occur, the Company's business, financial
condition or results of operation may be materially adversely affected. In such case, the trading price of the Company's common
stock could decline and investors in the Company's common stock could lose all or part of their investment.



Risks Specific to Us



If our products do not gain expected
market acceptance, prospects for our sales revenue and profit may be affected.



The healthcare industry’s relative
unfamiliarity with wireless medical products may slow their market acceptance. Potential customers for our devices and systems
may be reluctant to adopt these as alternatives to traditional technologies because of regulatory and other factors beyond the
Company’s control.



Obstacles to widespread adoption of our
devices include inability to achieve market penetration before they are rendered obsolete.



If we are not able to compete effectively
with other competitors, our prospects for future growth will be jeopardized.



There is significant competition in the
healthcare industry with more established companies. We are not only competing with other wireless device providers but also with
companies offering traditional medical products, which are usually more established and have greater resources to devote to research
and development, manufacturing and marketing. In addition, we compete with large companies such as Cisco which have advantages
of global marketing capabilities and substantially greater resources to devote to research and development and marketing.



Our competitors may promote devices which
are more readily accepted by customers and we may be required to reduce the prices of our products in order to remain competitive.



Downturns in general economic and
market conditions could materially and adversely affect our business.



A significant amount of medical device
purchases are related to the budgets and purchasing of medical facilities generally and hospitals in particular. A reduction in
spending and budgets would likely cause a reduction in the demand for our products. If these facilities have less funds budgeted
as a result of general economic conditions, sales of our wireless medical products for which they have budgeted would likely be
influenced by general economic downturns.



If critical components become unavailable
or contract manufacturers delay their production, our business will be negatively impacted.



Stability of component supply is crucial
to determine our manufacturing process. As some critical devices and components are supplied by certain third-party manufacturers,
we may be unable to acquire necessary amounts of key components at competitive prices.



Outsourcing the production of certain parts
and components is one way to reduce manufacturing costs. We have selected these particular manufacturers based on their ability
to consistently produce these products according to our requirements in an effort to obtain the best quality product at the most
cost effective price. However, the loss of all or one of these suppliers or delays in obtaining shipments could have an adverse
effect on our operations until an alternative supplier could be found, if one may be located at all. This may cause us to breach
our contracts and lose sales.



If our contract manufacturers fail
to meet our requirements for quality, quantity and timeliness, our business growth could be harmed.



We design and outsource our products to
contract manufacturers. These manufacturers procure most of the raw materials for us and provide all necessary facilities and labor
to manufacture our products. If these companies were to terminate their agreements with us without adequate notice, or fail to
provide the required capacity and quality on a timely basis, we would be delayed in our ability or unable to process and deliver
our products to our customers.



7







Our products could contain defects
or they may be installed or operated incorrectly, which could reduce sales of those products or result in claims against us.



Although we have quality assurance practices
to ensure good product quality, defects still may be found in the future in our existing or future products.



End-users could lose their confidence in
our products and Company when they unexpectedly use defective products or use our products improperly. This could result in loss
of revenue, loss of profit margin, or loss of market share. Moreover, because our products are employed in the healthcare industry,
if one of our products is a cause, or perceived to be the cause, of injury or death to a patient, we would likely be subject to
a claim. If we were found responsible it could cause us to incur liability which could interrupt or even cause us to terminate
some or all of our operations.



If we are unable to recruit and retain qualified personnel,
our business could be harmed.



Our growth and success highly depend on
qualified personnel. Competition in the industry could cause us difficulty in recruiting or retaining a sufficient number of qualified
technical personnel, which could harm our ability to develop new products. If we are unable to attract and retain key personnel,
it would harm our ability to develop competitive product, retain customers, and could adversely affect our business and operating
results.



Risks Related to the Securities Markets
and Investments in Our Common Stock



Because our common stock is quoted
on the "OTCBB," your ability to sell shares in the secondary trading market may be limited.



Our common stock is currently quoted on
the over-the-counter market on the OTC Bulletin Board. Consequently, the liquidity of our common stock is impaired, not only in
the number of shares that are bought and sold, but also through delays in the timing of transactions, and coverage by security
analysts and the news media, if any, of our company. As a result, prices for shares of our common stock may be lower than might
otherwise prevail if our common stock was quoted and traded on NASDAQ or a national securities exchange.



Because our shares are "penny
stocks," you may have difficulty selling them in the secondary trading market.



Federal regulations under the Securities
Exchange Act of 1934 regulate the trading of so-called "penny stocks," which are generally defined as any security not
listed on a national securities exchange or Nasdaq, priced at less than $5.00 per share and offered by an issuer with limited net
tangible assets and revenues. Since our common stock currently is quoted on the "OTCBB" at less than $5.00 per share,
our shares are "penny stocks" and may not be traded unless a disclosure schedule explaining the penny stock market and
the risks associated therewith is delivered to a potential purchaser prior to any trade.



In addition, the Securities and Exchange
Commission has adopted a number of rules to regulate "penny stocks". Such rules include Rules 3a51-1, 15g-1, 15g-2, 15g-3,
15g-4, 15g-5, 15g-6, 15g-7, and 15g-9 under the Securities and Exchange Act of 1934, as amended. Because our securities constitute
“penny stocks", within the meaning of the rules, the rules would apply to us and to our securities. The rules will further
affect the ability of owners of shares to sell their securities in any market that might develop for them because it imposes additional
regulatory burdens on penny stock transactions.



Shareholders should be aware that, according
to Securities and Exchange Commission, the market for penny stocks has suffered in recent years from patterns of fraud and abuse.
Such patterns include (i) control of the market for the security by one or a few broker-dealers that are often related to the promoter
or issuer; (ii) manipulation of prices through prearranged matching of purchases and sales and false and misleading press releases;
(iii) "boiler room" practices involving high-pressure sales tactics and unrealistic price projections by inexperienced
salespersons; (iv) excessive and undisclosed bid-ask differentials and markups by selling broker-dealers; and (v) the wholesale
dumping of the same securities by promoters and broker-dealers after prices have been manipulated to a desired level, leaving investors
with losses. Our management is aware of the abuses that have occurred historically in the penny stock market. Although we do not
expect to be in a position to dictate the behavior of the market or of broker-dealers who participate in the market, management
will strive within the confines of practical limitations to prevent the described patterns from being established with respect
to the Company's securities.



8







By Virtue of Being a Public Company,
the Company is Subject to Certain Regulations and Expenses.



The Company is publicly-traded and, accordingly,
subject to the information and reporting requirements of the U.S. securities laws. The U.S. securities laws require, among other
things, review, audit, and public reporting of the Company’s financial results, business activities, and other matters. Recent
SEC regulation, including regulation enacted as a result of the Sarbanes-Oxley Act of 2002, has also substantially increased the
accounting, legal, and other costs related to becoming and remaining an SEC reporting company. The public company costs of preparing
and filing annual and quarterly reports, and other information with the SEC, and furnishing audited reports to stockholders will
cause the Company’s expenses to be higher than if privately-held. In addition, the Company will incur substantial expenses
in connection with the preparation of the Registration Statement and related documents with respect to the registration of the
shares issued in the Offering. These increased costs may be material and may include the hiring of additional employees and/or
the retention of additional advisors and professionals. Failure by the Company to comply with the federal securities laws could
result in private or governmental legal action against the Company and/or our officers and directors, which could have a detrimental
effect on the Company's business and finances, the value of the Company’s stock, and the ability of stockholders to resell
their stock.



Our stock price may be volatile and
your investment in our common stock could suffer a decline in value.



Trading activities in the Company’s
common stock has been limited and prices volatile. There can be no assurance that a stable market will ever develop for the Company’s
common stock in the future. If a stable market does not develop, investors could be unable to sell their shares of the Company’s
common stock, possibly resulting in a complete loss of any funds invested. Should a stable market develop, the price may fluctuate
significantly in response to a number of factors, many of which are beyond our control. These factors include:



| | · | Acceptance of our products in the industry.
| | - | -------------------------------------------



| | · | Announcements of technological innovations or new products by us or our competitors.
| | - | ------------------------------------------------------------------------------------



| | · | Government regulatory action affecting our products or our competitors' products.
| | - | ---------------------------------------------------------------------------------



| | · | Developments or disputes concerning patent or proprietary rights.
| | - | -----------------------------------------------------------------



| | · | Economic conditions in the United States or abroad.
| | - | ---------------------------------------------------



| | · | Actual or anticipated fluctuations in our operating results.
| | - | ------------------------------------------------------------



| | · | Broad market fluctuations.
| | - | --------------------------



| | · | Changes in financial estimates by securities analysts.
| | - | ------------------------------------------------------



A registration of a significant amount
of our outstanding restricted stock may have a negative effect on the trading price of our stock.



At October 31, 2012, shareholders of the
Company had approximately 5,278,006 shares of restricted stock, or 52.3% of the outstanding common stock. If we were to file a
registration statement including all of these shares, and the registration is allowed by the SEC, these shares would be freely
tradable upon the effectiveness of the registration statement. If investors holding a significant number of freely tradable shares
decide to sell them in a short period of time following the effectiveness of a registration statement, such sales could contribute
to significant downward pressure on the price of our stock.



We do not intend to pay any cash
dividends to common shareholders in the foreseeable future and, therefore, any return on your investment in our capital stock must
come from increases in the fair market value and trading price of the capital stock.



We have not paid any cash dividends on
our common stock and do not intend to pay cash dividends on our common stock in the foreseeable future. We intend to retain future
earnings, if any, for reinvestment in the development and expansion of our business. Any credit agreements, which we may enter
into with institutional lenders, may restrict our ability to pay dividends. Whether we pay cash dividends in the future will be
at the discretion of our board of directors and will be dependent upon our financial condition, results of operations, capital
requirements and any other factors that the board of directors decides is relevant. Therefore, any return on your investment in
our capital stock must come from increases in the fair market value and trading price of the capital stock.



9







We may issue additional equity shares
to fund the Company's operational requirements which would dilute your share ownership.



The Company's continued viability may depend
on its ability to raise capital. Changes in economic, regulatory or competitive conditions may lead to cost increases. Management
may also determine that it is in the best interest of the Company to develop new services or products. In any such case, additional
financing will likely be required for the Company to meet its operational requirements. There can be no assurances that the Company
will be able to obtain such financing on terms acceptable to the Company and at times required by the Company, if at all. In such
event, the Company may be required to materially alter its business plan or curtail all or a part of its operational plans as detailed
further in Management's Discussion and Analysis in this Form 10-K.



The sale or the proposed sale of substantial
amounts of our common stock in the public markets may adversely affect the market price of our common stock and our stock price
may decline substantially. In the event that the Company is unable to raise or borrow additional funds, the Company may be required
to curtail significantly its operational plans as further detailed in Requirements for Additional Capital in the Management Discussion
and Analysis of this Form 10-K.



Also, any new securities issued may have
greater rights, preferences or privileges than our existing common stock which may adversely affect the market price of our common
stock and our stock price may decline substantially.



The Company’s Amended Articles of
Incorporation authorize the issuance of up to 125,000,000 total shares of capital stock without additional approval by shareholders.
As of October 31, 2012, we had 10,090,760 shares of common stock outstanding.



Large amounts of our common stock
will be eligible for resale under Rule 144.



As of October 31, 2012, approximately 5,278,006
of the 10,090,760 issued and outstanding shares of the Company's common stock are restricted securities as defined under Rule 144
of the Securities Act of 1933, as amended (the “Act”) and under certain circumstances may be resold without registration
pursuant to Rule 144 or otherwise.



In general, under Rule 144, a person (or
persons whose shares are aggregated) who has satisfied a six month holding period may, under certain circumstances, sell within
any three-month period a number of securities which does not exceed the greater of 1% of the then outstanding shares of common
stock or the average weekly trading volume of the class during the four calendar weeks prior to such sale. Rule 144 also permits,
under certain circumstances, the sale of securities, without any limitation, by a person who is not an Affiliate, as such term
is defined in Rule 144(a)(1), of the Company and who has satisfied a one year holding period. Any substantial sale of the Company's
common stock pursuant to Rule 144 may have an adverse effect on the market price of the Company's shares. Since the Company has
previously indicated in its filings with the Commission that it is a shell company, as that term is defined under the Securities
Act, pursuant to Rule 144, shareholders must wait at least one year from the date of the filing of this Form 10-K to avail themselves
of Rule 144 unless we file a registration statement for the sale of such shares prior thereto.



Our reporting requirements may utilize
a substantial portion of our cash.



We will incur ongoing costs and expenses
for SEC reporting and compliance.To be eligible for quotation on the OTCBB, issuers must remain current in their
filings with the SEC. Market Makers are not permitted to begin quotation of a security whose issuer does not meet this filing requirement.
Securities already quoted on the OTCBB that become delinquent in their required filings will be removed following a 30 or 60 day
grace period if they do not make their required filing during that time. In order for us to remain in compliance we will require
future revenues to cover the cost of these filings, which could comprise a substantial portion of our available cash resources.



10







Our shareholders may suffer future
dilution due to issuances of shares for various considerations in the future.



There may be substantial dilution to our
shareholders purchasing in future offerings as a result of future decisions of the Board to issue shares without shareholder approval
for cash, services, or acquisitions.



Our stock will in all likelihood
be thinly traded and, as a result, investors may be unable to sell at or near ask prices or at all if they need to liquidate shares.



Our shares of common stock may be thinly-traded
on the OTC Market Group’s OTC Bulletin Board, meaning that the number of persons interested in purchasing our common shares
at or near ask prices at any given time may be relatively small or non-existent. This situation is attributable to a number of
factors, including the fact that the Company is a small, relatively unknown to stock analysts, stock brokers, institutional investors
and others in the investment community that generate or influence sales volume, and even if the Company came to the attention of
such persons, they tend to be risk-averse and would be reluctant to follow an early stage company such as ours or purchase or recommend
the purchase of any of our securities until such time as it became more seasoned and viable. As a result, there may be periods
of several days or more when trading activity in the our securities is minimal or non-existent, as compared to a seasoned issuer
which has a large and steady volume of trading activity that will generally support continuous sales without an adverse effect
on the securities price. We cannot give investors any assurance that a broader or more active public trading market for the Company's
common securities will develop or be sustained, or that any trading levels will be sustained. Due to these conditions, we can give
investors no assurance that they will be able to sell their shares at or near ask prices or at all if they need money or otherwise
desire to liquidate their securities of the Company.



Certain Nevada Corporation Law provisions
could prevent a potential takeover, which could adversely affect the market price of our stock.



We are incorporated in the State of Nevada.
Certain provisions of Nevada corporation law could adversely affect the market price of our common stock. Because Nevada corporation
law requires board approval of a transaction involving a change in our control, it would be more difficult for someone to acquire
control of us. Nevada corporate law also discourages proxy contests making it more difficult for you and other shareholders to
elect directors other than the candidate or candidates nominated by our board of directors.



SHOULD ONE OR MORE OF THE FOREGOING
RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD THE UNDERLYING ASSUMPTIONS PROVE INCORRECT, ACTUAL RESULTS MAY DIFFER SIGNIFICANTLY
FROM THOSE ANTICIPATED, BELIEVED, ESTIMATED, EXPECTED, INTENDED OR PLANNED



Item 1B. Unresolved Staff Comments



Not applicable.



Item 2. Properties



Our principal executive office address
is 500 Alder Drive, Milpitas, CA 95035. We lease approximately 7,313 square feet of office and warehouse space at a monthly rental
of $4,473 under the terms of a 63 month lease that expires on May 31, 2016. The rent increases three percent annually.



We currently have no investment policies
as they pertain to real estate, real estate interests or real estate mortgages.



11







Item 3. Legal Proceedings



The Company had an ongoing litigation over
accounts receivable and payable with Ambeon Corporation, a related party by virtue of common ownership. The dispute started in
2004 and was settled in favor of the Company under the Shih Lin District Court of Taiwan on August 20, 2008. The Company agreed
to pay a sum of $560,000 and the remaining disputed payable balances were decreased in favor of the Company, and settlement income
of $843,572 was realized in year 2008. As of July 31, 2012, the company has paid $505,000 towards the settlement. The remaining
minimum payments due under the settlement are as follows:



|Year Ending July 31: |  |   |       
|-------------------- |  | - | ------
|2013                 |  |   | 55,000
|                     |  |   |       
|Total                |  | $ | 55,000



No director, officer, or affiliate of the
Company and no owner of record or beneficial owner of more than 5.0% of the securities of the Company, or any associate of any
such director, officer or security holder is a party adverse to the Company or has a material interest adverse to the Company in
reference to pending litigation.



Item 4. Reserved



Part II



Item 5. Market for Common Equity
and Related Stockholder Matters



Market Information



Our Common stock is currently traded on
the OTC Bulletin Board (OTCBB) under the symbol "ABHI". We received our listing for quotation on April 17, 2012. The
following table sets forth, for the periods indicated, the high and low inter-dealer closing prices per share of our common stock
as reported on the OTC Bulletin Board and OTC Markets Group’s OTC Link, without retail mark-up, mark-down or commission and
may not represent actual transactions. The Company migrated from the OTC Markets Group’s OTC Link to the OTC Bulletin Board
on April 17, 2012.



The following table sets forth the high
and low bid prices for our common stock for the last two fiscal years ended July 31, 2012.



|Year |  | Quarter |  | High |      |  | Low | 
|---- |  | ------- |  | ---- | ---- |  | --- | 
|     |  |         |  |      |      |  |     | 
|2011 |  | First   |  |      | 0.19 |  |     | 
|     |  |         |  |      |      |  |     | 
|2011 |  | Second  |  |      | 0.18 |  |     | 
|     |  |         |  |      |      |  |     | 
|2011 |  | Third   |  |      | 0.10 |  |     | 
|     |  |         |  |      |      |  |     | 
|2011 |  | Fourth  |  |      | 0.08 |  |     | 
|     |  |         |  |      |      |  |     | 
|2012 |  | First   |  |      | 0.99 |  |     | 
|     |  |         |  |      |      |  |     | 
|2012 |  | Second  |  |      | 0.30 |  |     | 
|     |  |         |  |      |      |  |     | 
|2012 |  | Third   |  |      | 0.27 |  |     | 
|     |  |         |  |      |      |  |     | 
|2012 |  | Fourth  |  |      | 0.27 |  |     | 



Holders



As of July 31, 2012, there were 9,790,760
shares of our common stock issued and outstanding with 84 shareholders of record.



12







Description of Securities



Common Stock



Number of Authorized and Outstanding
Shares:



The Company's Amended and Restated Articles
of Incorporation authorizes the issuance of 125,000,000 shares of capital stock, $0.008 par value per share. On October 31, 2012,
there were 10,090,760 shares outstanding.



Voting Rights:



Holders of shares of Common Stock are entitled
to one vote for each share on all matters to be voted on by the stockholders. Holders of Common Stock have no cumulative voting
rights. Accordingly, the holders of in excess of 50% of the aggregate number of shares of Common Stock outstanding will be able
to elect all of the directors of the Company and to approve or disapprove any other matter submitted to a vote of all stockholders.



Other:



No shareholder has any preemptive right
or other similar right to purchase or subscribe for any additional securities issued by the Company, and no shareholder has any
right to convert the common stock into other securities. No shares of common stock are subject to redemption or any sinking fund
provisions. All the outstanding shares of the Company's common stock are fully paid and non-assessable. Subject to the rights of
the holders of the preferred stock, if any, the Company's shareholders of common stock are entitled to dividends when, as and if
declared by the Board from funds legally available therefore and, upon liquidation, to a pro-rata share in any distribution to
shareholders. The Company does not anticipate declaring or paying any cash dividends on the common stock in the foreseeable future.



Preferred Stock



The Company's Amended Articles of Incorporation
authorize the issuance of 9,400,000 shares of Preferred Stock A, par value $0.001 per share, and 325,000 shares of Preferred Stock
B, par value $0.008 per share subject to any limitations prescribed by law, without further vote or action by the stockholders,
and to issue, from time to time, shares, of preferred stock in one or more series. Each such series of Preferred Stock shall have
such number of shares, designations, preferences, voting powers, qualifications, and special or relative rights or privileges as
shall be determined by the Company's board of directors, which may include, among others, dividend rights, voting rights, liquidation
preferences, conversion rights and preemptive rights.



Series A Convertible Preferred Stock



The Company has authorized a total of 9,400,000
shares of Series A Convertible Preferred Stock (the “Series A”).  The Series A is convertible at any time
into shares of the Company’s common stock at the conversion rate of one share of Common Stock per each share of Series A
converted.  The Series A is treated on an “as converted” basis for both voting and liquidation rights. There
are currently 7,050,000 shares of Series A issued and outstanding. In June 2011, an amendment was filed with the Secretary of State
of Nevada whereby the conversion price of Series A would remain unchanged in event of stock split, stock dividend on the common
stock, a reclassification of the common stock or distribution to holders of common stock. If the Company reports net income in
two of the following four years following the Exchange, the Series A shall be convertible into Common Stock at the conversion rate
of two shares of Common Stock per each share of Series A converted.



Series B Convertible Preferred Stock



The Company has authorized a total of 325,000
shares of 6% Series B Convertible, Redeemable Preferred Stock (the “Series B”). The Series B accrues annual dividends
at the rate of 6% per year in shares of Common Stock at the dividend conversion rate of $1.00.  The Series B, together
with any unpaid dividends, is convertible at any time into shares of the Company’s common stock at the conversion rate of
one share of Common Stock per each share of Series B converted.  Following the second anniversary of the Exchange, the
Series B, together with any unpaid dividends, shall be convertible into Common Stock at the conversion price of forty cents ($0.40)
or seventy percent (70%) of the daily volume weighted average price of the Common Stock for the twenty trading days immediately
prior to the conversion.  The Series B is redeemable by the Company, at any time prior to December 31, 2015, in cash
at the redemption rate of $1.00 per share of Series B plus any accrued and unpaid dividends.  On December 31, 2015, all
outstanding shares of Series B shall be redeemed by the Company at a per share redemption price equal to $1.00 per share of Series
B plus an amount of Common Stock equal to the amount of the accrued and unpaid dividend thereon.  The Series B has a
liquidation preference of $2,600,000 and ranks prior to the Series A and the Common Stock.  The Series B votes on an
“as converted” basis.



13







There are presently 7.05 million shares
of Series A Preferred Stock and 262,475 shares of Series B Preferred Stock outstanding.



Options



On September 30, 2010, we granted options
to employees to purchase 840,000 shares of Common Stock at a purchase price of $0.20 per share under the terms of the AmbiCom 2010
Incentive Stock option Plan.



On May 1, 2012, we granted options to employees
to purchase 250,000 shares of Common Stock at a purchase price of $0.09 per share under the terms of the AmbiCom 2010 Incentive
Stock option Plan.



Transfer Agent



Shares of Common Stock are registered at
the transfer agent and are transferable at such office by the registered holder (or duly authorized attorney) upon surrender of
the Common Stock certificate, properly endorsed. No transfer shall be registered unless the Company is satisfied that such transfer
will not result in a violation of any applicable federal or state securities laws. The Company changed transfer agents January
10, 2012 from Signature Stock Transfer to VStock Transfer, LLC. The Company's transfer agent for its Common Stock is VStock Transfer,
LLC., 77 Spruce Street, Suite 201, Cedarhurst, New York 11516, Telephone (212) 828-8436.



Dividend Policy



Dividends payable to common shareholders,
if any, will be contingent upon our revenues and earnings, capital requirements and financial conditions. The payment of dividends,
if any, will be within the discretion of our Board of Directors. We presently intend to retain all earnings, if any, for use in
our business operations.



Securities Authorized for Issuance Under
Equity Compensation Plans



The Company has reserved 2,277,778 shares
of common stock for issuance under the terms of the AmbiCom Holdings 2010 Incentive Plan. The 2010 Plan is intended to promote
the interests of the Company by attracting and retaining exceptional employees, consultants, directors, officers and independent
contractors (collectively referred to as the “Participants”), and enabling such Participants to participate in the
long-term growth and financial success of the Company. Under the 2010 Plan, the Company may grant stock options, which are intended
to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Incentive
Stock Options”), non-qualified stock options (the “Nonqualified Stock Options”), stock appreciation rights (“SARs”)
and restricted stock awards (the “Restricted Stock Awards”), which are restricted shares of Common Stock (the Incentive
Stock Options, the Nonqualified Stock Options, the SARs and the Restricted Stock Awards are collectively referred to as “Incentive
Awards”). Incentive Awards may be granted pursuant to the 2010 Plan for 10 years from the Effective Date.



From time to time, we may issue Incentive
Awards pursuant to the 2010 Plan. Each of the awards will be evidenced by and issued under a written agreement.



If an incentive award granted under the
2010 Plan expires, terminates, is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive
award, the shares subject to such award and the surrendered shares will become available for further awards under the Plan.



14







The number of shares subject to the 2010
Plan, and the number of shares and terms of any Incentive Award may be adjusted in the event of any change in our outstanding Common
Stock by reason of any stock dividend, spin-off, stock split, reverse stock split, recapitalization, reclassification, merger,
consolidation, liquidation, business combination or exchange of shares, or similar transaction.



As of July 31, 2012, there were options
outstanding under the 2010 Plan to purchase 840,000 shares of Common Stock at a purchase price of $0.20 per share and 250,000 shares
of Common Stock at a purchase price of $0.09 per share. No options have been exercised since the Plan was created.



Penny Stock Rules

The Securities and Exchange Commission
has also adopted rules that regulate broker-dealer practices in connection with transactions in penny stocks. Penny stocks are
generally equity securities with a price of less than $5.00 (other than securities registered on certain national securities exchanges
or quoted on the NASDAQ system, provided that current price and volume information with respect to transactions in such securities
is provided by the exchange or system).



Our shares are considered penny stock under
the Securities and Exchange Act. The shares will remain penny stocks for the foreseeable future. The classification of penny stock
makes it more difficult for a broker-dealer to sell the stock into a secondary market, which makes it more difficult for a purchaser
to liquidate his/her investment. Any broker-dealer engaged by the purchaser for the purpose of selling his or her shares in us
will be subject to Rules 15g-1 through 15g-10 of the Securities and Exchange Act. Rather than creating a need to comply with those
rules, some broker-dealers will refuse to attempt to sell penny stock.



The penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from those rules, to deliver a standardized risk disclosure document,
which:



| | · | Contains a description of the nature and level of risk in the market for penny stock in both public
offerings and secondary trading.
| | - | ------------------------------------------------------------------------------------------------------------------------------------



| | · | Contains a description of the broker's or dealer's duties to the customer and of the rights and
remedies available to the customer with respect to a violation of such duties or other requirements of the Securities Act of 1934,
as amended.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Contains a brief, clear, narrative description of a dealer market, including "bid" and
"ask" price for the penny stock and the significance of the spread between the bid and ask price.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Contains a toll-free telephone number for inquiries on disciplinary actions.
| | - | ----------------------------------------------------------------------------



| | · | Defines significant terms in the disclosure document or in the conduct of trading penny stocks.
| | - | -----------------------------------------------------------------------------------------------



| | · | Contains such other information and is in such form (including language, type, size and format)
as the Securities and Exchange Commission shall require by rule or regulation.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



The broker-dealer also must provide, prior
to effecting any transaction in a penny stock, to the customer:



| | · | The bid and offer quotations for the penny stock.
| | - | -------------------------------------------------



| | · | The compensation of the broker-dealer and its salesperson in the transaction.
| | - | -----------------------------------------------------------------------------



| | · | The number of shares to which such bid and ask prices apply, or other comparable information relating
to the depth and liquidity of the market for such stock.
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| | · | Monthly account statements showing the market value of each penny stock held in the customer's
account.
| | - | -------------------------------------------------------------------------------------------------------



In addition, the penny stock rules require
that prior to a transaction in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written
determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written acknowledgment
of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated
copy of a written suitability statement. These disclosure requirements will have the effect of reducing the trading activity in
the secondary market for our stock because it will be subject to these penny stock rules. Therefore, stockholders may have difficulty
selling their securities.



15







Shares Available Under Rule 144



There are currently 5,278,006 shares of
common stock that are considered restricted securities under Rule 144 of the Securities Act of 1933. 983,750 shares are held by
affiliates, as that term is defined in Rule 144(a)(1) and other shareholders. Under Rule 144, such shares can be publicly sold,
subject to volume restrictions and certain restrictions on the manner of sale, commencing six months after their acquisition for
those companies that have been subject to the reporting requirements of section 13 or 15(d) of the Exchange Act for a period of
at least 90 days before the sale.



Recent Issuances of Unregistered Securities
by the Registrant



Since inception of the Company on July
1, 2008 we have sold unregistered securities to the following shareholders:



On July 22, 2007 we issued 6,000,000 shares
of common stock to Ms. Kato, who at the time was the Registrant’s sole officer and director in exchange for the payment of
$6,000, or $0.001 per share.



On January 15, 2010, the Registrant authorized
the issuance of 20,000,000 shares of Common Stock, 2,600,000 shares of Series B Preferred Stock, options to purchase 5,500,000
shares of Common Stock and 2,350,000 shares of Series A Preferred Stock at the purchase price of $0.01 per share, and warrants
to purchase 500,000 shares of Common Stock at the exercise price of $0.50 per share, in connection with the execution of an Agreement
and Plan of Share Exchange with the shareholders of AmbiCom Acquisition Corp. (the “Exchange”).



On January 15, 2010, the Registrant sold
1,250,000 shares of Common Stock at the price of $0.40 per share for an aggregate offering of $500,000.

Except as noted above, the sales of the
securities identified above were made pursuant to privately negotiated transactions that did not involve a public offering of securities
and, accordingly, we believe that these transactions were exempt from the registration requirements of the Securities Act pursuant
to Section 4(2) thereof and rules promulgated there under. Each of the above-referenced investors in our stock represented to us
in connection with their investment that they were “accredited investors” (as defined by Rule 501 under the Securities
Act) and were acquiring the shares for investment and not distribution, that they could bear the risks of the investment and could
hold the securities for an indefinite period of time. The investors received written disclosures that the securities had not been
registered under the Securities Act and that any resale must be made pursuant to a registration or an available exemption from
such registration. All of the foregoing securities are deemed restricted securities for purposes of the Securities Act.



Item 6. Selected Financial Data



Not required for smaller reporting companies.



Item 7. Management’s Discussion
and Analysis of Financial Condition and Results of Operations



The following discussion and analysis
should be read in conjunction with our financial statements and related notes thereto included elsewhere in this annual report.
Portions of this document that are not statements of historical or current fact are forward-looking statements that involve risk
and uncertainties, such as statements of our plans, objectives, expectations and intentions. The cautionary statements made in
this annual report should be read as applying to all related forward-looking statements wherever they appear in this annual report.
You can identify forward-looking statements by the use of words such as the words “expect,” “anticipate,”
“estimate,” “may,” “will,” “should,” “intend,” “believe,”
and similar expressions. From time to time, we may publish forward-looking statements relative to such matters as anticipated financial
performance, business prospects, technological developments and similar matters. The Private Securities Litigation Reform Act of
1995 provides a safe harbor for forward-looking statements. All statements other than statements of historical fact included in
this section or elsewhere in this report are, or may be deemed to be, forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Important factors that could cause actual
results to differ materially from those discussed in such forward-looking statements include, but are not limited to, the following:
changes in the economy or in specific customer industry sectors; changes in customer procurement policies and practices; changes
in product manufacturer sales policies and practices; the availability of product and labor; changes in operating expenses; the
effect of price increases or decreases; the variability and timing of business opportunities including acquisitions, alliances,
customer agreements and supplier authorizations; our ability to realize the anticipated benefits of acquisitions and other business
strategies; the incurrence of debt and contingent liabilities in connection with acquisitions; changes in accounting policies and
practices; the effect of organizational changes within the Company; the emergence of new competitors, including firms with greater
financial resources than ours; adverse state and federal regulation and legislation; and the occurrence of extraordinary events,
including natural events and acts of God, fires, floods and accidents.



16







The following discussion and analysis of
our plan of operations should be read in conjunction with our financial statements and related notes appearing elsewhere in this
report. This discussion and analysis contain forward-looking statements that involve risks, uncertainties and assumptions. Actual
results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including,
but not limited to, those presented under the heading of “Risk Factors” and elsewhere in this annual report.



Acquisition and Reorganization



On January 15, 2010, the acquisition of
AmbiCom was completed, and the business of AmbiCom was adopted as our business. As such, the following Management Discussion is
focused on the current and historical operations of AmbiCom, and excludes the prior operations of the Registrant.



Overview



AmbiCom is a designer and developer of
wireless products focusing on Wi-Fi and Bluetoothâ applications for the medical
and healthcare industry. AmbiCom purchases standard wireless products and designs and develops features and packaging to customize
these products to their target OEM markets including a new SDIO card to be sold to its OEM customers. The Company believes that
there are unique opportunities as a result of the sheer size of the wireless healthcare market and the Company’s innovative
approach and exemplary customer service. AmbiCom is also designing and developing wireless home medical devices for non-healthcare
applications for the retail market that will be introduced during the next fiscal year which includes solar toothbrushes in general
that utilize LED light technology. The Company will also continue to expand on its non-recurring engineering (NRE) project.



COMPARATIVE RESULTS OF OPERATIONS FOR THE YEARS ENDING JULY
31,



|                                |  | 2012 |           |   | Change in Dollars |   |            | Change in Percent |  |  | 2011    |  
|------------------------------- |  | ---- | --------- | - | ----------------- | - | ---------- | ----------------- |  |  | ------- | -
|Revenue                         |  | $    | 1,502,676 |   |                   | $ | (1,761,110 | )                 |  |  | -53.96  | %
|Cost of Sales                   |  |      | 605,899   |   |                   |   | (947,959   | )                 |  |  | -61.01  | %
|Gross Profit                    |  |      | 896,777   |   |                   |   | (813,151   | )                 |  |  | -47.55  | %
|Gross Profit/Revenue Percentage |  |      | 59.7      | % |                   |   |            |                   |  |  |         |  
|Operating Expenses              |  |      | 1,491,290 |   |                   |   | (344,268   | )                 |  |  | -18.76  | %
|Loss from Operations            |  |      | (594,513  | ) |                   |   | (468,883   | )                 |  |  | -373.23 | %
|Other Income and Expenses       |  |      | (387      | ) |                   |   | 59,783     |                   |  |  | -99.36  | %
|Loss before income taxes        |  |      | (594,900  | ) |                   |   | (409,100   | )                 |  |  | 220.18  | %
|Provision for Income Taxes      |  |      | 800       |   |                   |   | (800       | )                 |  |  | -50.00  | %
|Net Loss                        |  | $    | (595,700  | ) |                   | $ | (408,300   | )                 |  |  | -217.88 | %



17







Revenue



Revenue is derived from sales of our wireless
device products and non-recurring engineering project fees. The products consist of routers, Compact flash Adapters/Modules, USB
Adapters/Modules, Mini PCI Modules, PCI Express Mini Modules and mobile wireless products. The Company operates in a market characterized
by long term growth prospects as businesses adopt the convenience of wireless connectivity and switch from traditional wired solutions.
We provide optimized wireless products to the medical industry which has concentrated on using wireless solutions as a way to reduce
healthcare costs as a whole. Our sales decreased by 54% from $3,263,786 in the year ended July 31, 2011 to $1,502,676 in the year
ended July 31, 2012, mostly a result of a substantial amount of our wireless device products nearing the end of their current product
life cycle as well as a slower than anticipated recovery in customer purchases from the global economic downturn. We anticipate
demand to increase again once new wireless device products including the Company’s SDIO card become available and we introduce
wireless home medical devices for the retail market including our solar toothbrushes that utilize LED light technology.



Cost of Sales



Our cost of sales consists primarily of
the amounts paid to third-party manufacturers for the products we purchase for resale, related packaging costs, as well as labor
and material costs associated with our non-recurring engineering projects. Our cost of sales decreased by 61% from $1,553,858 in
the year ended July 31, 2011 to $605,899 in the year ended July 31, 2012. Our cost of sales decreased at a greater rate than the
decrease in sales as a result of an emphasis by management to reduce manufacturing costs charged by third-party manufacturers and
increased focus on non-recurring engineering projects.



Gross Profit & Gross Margin



Our gross profit decreased by 48% from
$1,709,928 in the year ended July 31, 2011 to $896,777 in the year ended July 31, 2012 as a result of the decrease in overall revenues.
As a result of the emphasis on reducing manufacturing costs as well as work on non-recurring engineering projects, our gross margin
increased from 52.4% to 59.7%. We do not necessarily expect gross margins to remain at this level in 2013and our gross margin will
continue to be affected by a variety of factors, including the cost of outsourcing to support project demands, the speed and extent
to which new products including our SDIO are adopted by customers, the success of our retail market products such as our solar
toothbrushes that utilize LED light technology, the amount of non-recurring engineering projects we take on, average sales prices
realized on sales of our products, fluctuations in the cost of our purchased components, and the stage of our product life cycle.



Selling, General and Administrative
Expenses



Our operating expenses consist primarily
of salaries and associated costs for employees in finance, human resources, sales, information technology and administrative activities.
In addition, operating expenses may from time to time include charges relating to accounting, legal, insurance or stock-based compensation
under Statement of Financial Accounting Standards No. 123(R), “Share-Based Payment.” Our operating expenses decreased
by 19% from $1,835,558 in the year ended July 31, 2011 to $1,491,290 in the year ended July 31, 2012. The decrease in operating
expenses was mainly due to decreased salary, R&D expenses, public relations and stock based compensation expenses partially
offset by increases in professional fees.



Loss from Operations



Loss from operations indicates the amount
available from operating activities after we have deducted our selling, general and administrative expenses from our gross profit.
Our loss from operations was $594,513 in the year ended July 31, 2012 compared to a gross loss of $125,630 in the year ended July
31, 2011. The loss for the year ended July 31, 2012 was largely a result of the decrease in sales due to our current products reaching
the end of their product life cycles as well as the continued sluggish recovery from our customers due to the global downturn that
were only partially offset by increased non-recurring engineering projects and shifting towards home medical devices including
our solar toothbrushes that utilizes LED light.



18







Other income and expenses



Other income and expenses arise from non
operating events and transactions, principally interest charges. Other income and expense, net, decreased by 99.4% to a loss of
$387 in the year ended July 31, 2012 from $60,170 in the year ended July 31, 2011. Our interest expense decreased by $22,090 as
a result of the Company’s lessened reliance on our line of credit as well as decreased interest expenses on our reduced notes
payables balances.



Provision for income taxes



Our effective tax rate for the years ended
July 31, 2012 and 2011 was 42.8% and 42.3%, respectively. We provided $800 and $1,600 for income taxes in the years ended July
31, 2012 and 2011, respectively



Net Loss



Net Loss for the year ended July 31, 2012
was $595,700, an increased loss of $408,300 from the previous year.



Capital Resources and Liquidity



Cash and cash equivalents were $249,327
at July 31, 2012 and $524,512 at July 31, 2011. The net decrease in cash over the period was primarily due to the net loss incurred
by the Company during the period, increases in accounts receivable balances, and the pay off on the Company’s line of credit
which were partially offset by increases unearned revenue received from customers. Our total current assets decreased 6% to $758,751
at July 31, 2012 from $804,198 at July 31, 2011 while our current liabilities increased 74% to
$793,233 at July 31, 2012 from $456,840 at July 31, 2011. Our overall working capital decreased by 110% to a negative working capital
of $34,482 at July 31, 2012 from $347,358 a July 31, 2011, due primarily to the net loss for the year ended July 31, 2012.



Off-Balance Sheet Arrangements



We do not have any off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition,
revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.



Item 7A. Quantitative and Qualitative
Disclosures About Market Research



We do not hold any derivative instruments
and do not engage in any hedging activities.



Item 8. Financial Statements



Report of Independent Registered Public Accounting Firm



19







AMBICOM HOLDINGS, INC.

FINANCIAL STATEMENTS

WITH REPORT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM

For the Years Ended July 31, 2012 and
2011



FINANCIAL STATEMENTS

TABLE OF CONTENTS



|                                                                                          |  | Page
|----------------------------------------------------------------------------------------- |  | ----
|                                                                                          |  |     
|Report of Independent Registered Public Accounting Firm                                   |  | 21  
|                                                                                          |  |     
|Consolidated Balance Sheets as of July 31, 2012 and 2011                                  |  | 21  
|                                                                                          |  |     
|Consolidated Statements of Operations for the years ended July 31, 2012 and 2011          |  | 23  
|                                                                                          |  |     
|Consolidated Statements of Cash Flows for the years ended July 31, 2012 and 2011          |  | 24  
|                                                                                          |  |     
|Consolidated Statement of Stockholders’ Equity for the years ended July 31, 2012 and 2011 |  | 25  
|                                                                                          |  |     
|Notes to Consolidated Financial Statements                                                |  | 26  



20







REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

AmbiCom Holdings, Inc.



We have audited the accompanying consolidated
balance sheets of AmbiCom Holdings, Inc. and subsidiaries (collectively, the “Company”) as of July 31, 2012 and 2011,
and the related consolidated statements of operations, stockholders’ equity and cash flows for each of the years in the two-year
period ended July 31, 2012. AmbiCom Holdings, Inc.’s management is responsible for these financial statements. Our responsibility
is to express an opinion on these consolidated financial statements based on our audits.



We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included
consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the
circumstances, but not for the purposes of expressing an opinion on the effectiveness of the company’s internal control over
financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made
by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable
basis for our opinion.



In our opinion, the consolidated financial
statements referred to above present fairly, in all material respects, the financial position of AmbiCom Holdings, Inc. as of July
31, 2012 and 2011, and the results of its operations and its cash flows for each of the years in the two-year period ended July
31, 2012 in conformity with accounting principles generally accepted in the United States of America.



Kim and Lee Corporation, CPAs



Los Angeles, California

October 31, 2012



21







AMBICOM HOLDINGS, INC.

CONSOLIDATED BALANCE SHEETS

AS OF JULY 31,



|                                                                                                                                                                                 |  | 2012 |             |   | 2011 |  
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ---- | ----------- | - | ---- | -
|ASSETS                                                                                                                                                                           |  |      |             |   |      |  
|Current assets:                                                                                                                                                                  |  |      |             |   |      |  
|Cash and cash equivalents                                                                                                                                                        |  | $    | 249,327     |   |      | $
|Accounts receivable, net of allowance for doubtful accounts of $509 and $9,329 as of July 31, 2012 and 2011, respectively                                                        |  |      | 215,921     |   |      |  
|Inventory, net of reserve balances of $41,192 and $37,814 as of July 31, 2012 and 2011, respectively                                                                             |  |      | 178,104     |   |      |  
|Prepaid expenses and other current assets                                                                                                                                        |  |      | 115,399     |   |      |  
|Total current assets                                                                                                                                                             |  |      | 758,751     |   |      |  
|                                                                                                                                                                                 |  |      |             |   |      |  
|Property and equipment, net                                                                                                                                                      |  |      | 20,313      |   |      |  
|Deposit                                                                                                                                                                          |  |      | 20,695      |   |      |  
|Total assets                                                                                                                                                                     |  | $    | 799,759     |   |      | $
|                                                                                                                                                                                 |  |      |             |   |      |  
|LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                                                                             |  |      |             |   |      |  
|                                                                                                                                                                                 |  |      |             |   |      |  
|Current liabilities:                                                                                                                                                             |  |      |             |   |      |  
|Accounts payable and accrued liabilities                                                                                                                                         |  | $    | 71,891      |   |      | $
|Accounts payable - other                                                                                                                                                         |  |      | 71,339      |   |      |  
|Deferred revenue                                                                                                                                                                 |  |      | 595,004     |   |      |  
|Line of credit payable                                                                                                                                                           |  |      | -           |   |      |  
|Notes payable - current portion                                                                                                                                                  |  |      | 55,000      |   |      |  
|Total current liabilities                                                                                                                                                        |  |      | 793,234     |   |      |  
|                                                                                                                                                                                 |  |      |             |   |      |  
|Notes payable, net of current                                                                                                                                                    |  |      | -           |   |      |  
|                                                                                                                                                                                 |  |      |             |   |      |  
|Total liabilities                                                                                                                                                                |  |      | 793,234     |   |      |  
|                                                                                                                                                                                 |  |      |             |   |      |  
|Commitment and contingency (Note 4)                                                                                                                                              |  |      |             |   |      |  
|                                                                                                                                                                                 |  |      |             |   |      |  
|Stockholders’ equity:                                                                                                                                                            |  |      |             |   |      |  
|Common stock, $0.008 par value; 125,000,000 shares authorized; 9,790,760 and 6,572,475 shares issued and outstanding at July 31, 2012 and July 31, 2011, respectively            |  |      | 78,323      |   |      |  
|Preferred stock, Series A, $0.001 per share; 9,400,000 shares authorized; 7,050,000 and 9,400,000 shares issued and outstanding at July 31, 2012 and July 31, 2011, respectively |  |      | 7,050       |   |      |  
|Preferred stock, Series B, $0.008 per share 325,000 shares authorized; 262,475 and 325,000 shares issued and outstanding at July 31, 2012 and July 31, 2011, respectively        |  |      | 2,100       |   |      |  
|Additional paid in capital                                                                                                                                                       |  |      | 11,401,458  |   |      |  
|Accumulated deficit                                                                                                                                                              |  |      | (11,482,406 | ) |      |  
|Total stockholders’ equity                                                                                                                                                       |  |      | 6,525       |   |      |  
|                                                                                                                                                                                 |  | $    | 799,759     |   |      | $



The accompanying notes are an integral
part of these consolidated financial statements.



22







AMBICOM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
OPERATIONS

FOR THE YEARS ENDED JULY 31,



|                                              |  | 2012 |            |   | 2011 |  
|--------------------------------------------- |  | ---- | ---------- | - | ---- | -
|                                              |  |      |            |   |      |  
|Sales                                         |  | $    | 1,502,676  |   |      | $
|                                              |  |      |            |   |      |  
|Cost of sales                                 |  |      | 605,899    |   |      |  
|                                              |  |      |            |   |      |  
|Gross profits                                 |  |      | 896,777    |   |      |  
|                                              |  |      |            |   |      |  
|Operating Expenses                            |  |      |            |   |      |  
|Depreciation                                  |  |      | 6,400      |   |      |  
|Professional fees                             |  |      | 426,844    |   |      |  
|Selling and general expenses                  |  |      | 1,058,046  |   |      |  
|Total operating expenses                      |  |      | 1,491,290  |   |      |  
|                                              |  |      |            |   |      |  
|Loss from operations                          |  |      | (594,513   | ) |      |  
|                                              |  |      |            |   |      |  
|Other income (expense)                        |  |      |            |   |      |  
|Other income and expense, net                 |  |      | 2,695      |   |      |  
|Interest expense, net                         |  |      | (3,082     | ) |      |  
|Net other expense                             |  |      | (387       | ) |      |  
|                                              |  |      |            |   |      |  
|Total loss before income taxes                |  |      | (594,900   | ) |      |  
|                                              |  |      |            |   |      |  
|Income taxes                                  |  |      | 800        |   |      |  
|                                              |  |      |            |   |      |  
|Net loss                                      |  | $    | (595,700   | ) |      | $
|                                              |  |      |            |   |      |  
|Net loss per share - basic                    |  | $    | (0.061     | ) |      | $
|                                              |  |      |            |   |      |  
|Net loss per share - diluted                  |  | $    | (0.035     | ) |      | $
|                                              |  |      |            |   |      |  
|Weighted average shares outstanding — basic   |  |      | 9,790,760  |   |      |  
|                                              |  |      |            |   |      |  
|Weighted average shares outstanding — diluted |  |      | 17,103,235 |   |      |  



The accompanying notes are an integral
part of these consolidated financial statements.



23







AMBICOM HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF
CASH FLOWS

FOR THE YEARS ENDED JULY 31,



|                                                   |  | 2012 |          |   | 2011 |  
|-------------------------------------------------- |  | ---- | -------- | - | ---- | -
|Cash flows from operating activities:              |  |      |          |   |      |  
|Net loss                                           |  | $    | (595,700 | ) |      | $
|Net loss items not affecting cash:                 |  |      |          |   |      |  
|Depreciation and amortization                      |  |      | 6,400    |   |      |  
|Stock-based compensation                           |  |      | 263,531  |   |      |  
|Reduction in bad debt reserve                      |  |      | (8,820   | ) |      |  
|Increase (reduction) in reserve for inventory loss |  |      | 3,378    |   |      |  
|                                                   |  |      |          |   |      |  
|Decrease / (Increase) in operating assets:         |  |      |          |   |      |  
|Accounts receivable                                |  |      | (67,248  | ) |      |  
|Inventory                                          |  |      | (67,712  | ) |      |  
|Other receivables                                  |  |      | -        |   |      |  
|Prepaid expense                                    |  |      | (89,336  | ) |      |  
|Deposit                                            |  |      | -        |   |      |  
|                                                   |  |      |          |   |      |  
|Increase / (Decrease) in operating liabilities:    |  |      |          |   |      |  
|Accounts payable - trade                           |  |      | 24,796   |   |      |  
|Accrued payable - other                            |  |      | 23,758   |   |      |  
|Unearned revenue                                   |  |      | 582,840  |   |      |  
|                                                   |  |      |          |   |      |  
|Net cash provided by operating activities          |  |      | 75,887   |   |      |  
|                                                   |  |      |          |   |      |  
|Cash flows from investing activities:              |  |      |          |   |      |  
|Payment of notes to related parties                |  |      | -        |   |      |  
|Capital expenditures                               |  |      | (1,072   | ) |      |  
|                                                   |  |      |          |   |      |  
|Net cash used in investing activities              |  |      | (1,072   | ) |      |  
|                                                   |  |      |          |   |      |  
|Cash flows from financing activities:              |  |      |          |   |      |  
|Proceeds (payment) from line of credit             |  |      | (290,000 | ) |      |  
|Payments on notes payable                          |  |      | (60,000  | ) |      |  
|                                                   |  |      |          |   |      |  
|Net cash provided (used) in financing activities   |  |      | (350,000 | ) |      |  
|                                                   |  |      |          |   |      |  
|Net increase in cash and cash equivalents          |  |      | (275,185 | ) |      |  
|Cash and cash equivalents, beginning of year       |  |      | 524,512  |   |      |  
|                                                   |  |      |          |   |      |  
|Cash and cash equivalents, end of year             |  | $    | 249,327  |   |      | $
|                                                   |  |      |          |   |      |  
|Supplemental information:                          |  |      |          |   |      |  
|Income taxes paid                                  |  | $    | 800      |   |      | $
|Interest paid                                      |  | $    | 3,082    |   |      | $



The accompanying notes are an integral
part of these consolidated financial statements.



24







AMBICOM HOLDINGS, INC.

Consolidated Statements of Changes in
Stockholders' Equity



|                                                                                      |  |                      |         |   | Preferred               |   |       |                      |  |  | Preferred               |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       |           
|------------------------------------------------------------------------------------- |  | -------------------- | ------- | - | ----------------------- | - | ----- | -------------------- |  |  | ----------------------- | - |  | ------------------ | ------ | - | ---------------- |  | --------- | ------------------- |  | - | ----------------------- |  |  | ----- | ----------
|                                                                                      |  | Preferred            |         |   | Stock                   |   |       | Preferred            |  |  | Stock                   |   |  |                    |        |   | Common           |  |           | Additional          |  |   |                         |  |  |       |           
|                                                                                      |  | Stock
    Series B # |         |   | Series
    B
    Amount |   |       | Stock
    Series A # |  |  | Series
    A
    Amount |   |  | Common
    Stock # |        |   | Stock
    Amount |  |           | Paid-in
    Capital |  |   | Accumulated
    Deficit |  |  | Total |           
|                                                                                      |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       |           
|Balance at August 1, 2010                                                             |  |                      | 325,000 |   |                         | $ | 2,600 |                      |  |  | -                       |   |  | $                  | -      |   |                  |  | 6,469,039 |                     |  | $ | 51,750                  |  |  | $     | 11,084,749
|Employee stock option expense                                                         |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       | 15,469    
|Investor relations expense                                                            |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  | 43,752    |                     |  |   | 350                     |  |  |       | 27,150    
|Advisory board expense                                                                |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  | 40,181    |                     |  |   | 321                     |  |  |       | 22,179    
|Annual 6% common stock dividend for Preferred
    B holders per Preferred B agreement |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  | 19,503    |                     |  |   | 156                     |  |  |       |           
|Bonus to Kenneth Cheng for stock option exercise
    of Preferred A shares            |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       | 23,500    
|Exercise of Preferred A shares by Kenneth Cheng                                       |  |                      |         |   |                         |   |       |                      |  |  | 2,350,000               |   |  |                    | 2,350  |   |                  |  |           |                     |  |   |                         |  |  |       | (2,350    
|Preferred A grant to John Hwang per merger agreement                                  |  |                      |         |   |                         |   |       |                      |  |  | 7,050,000               |   |  |                    | 7,050  |   |                  |  |           |                     |  |   |                         |  |  |       |           
|Net loss for the year ended
    July 31, 2011                                         |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       |           
|Balance at July 31, 2011                                                              |  |                      | 325,000 |   |                         | $ | 2,600 |                      |  |  | 9,400,000               |   |  | $                  | 9,400  |   |                  |  | 6,572,475 |                     |  | $ | 52,577                  |  |  | $     | 11,170,697
|                                                                                      |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       |           
|Employee stock option expense                                                         |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       | 9,431     
|Investor relations expense                                                            |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  | 790,000   |                     |  |   | 6,320                   |  |  |       | 247,780   
|Annual 6% common stock dividend for Preferred
    B holders per Preferred B agreement |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  | 15,760    |                     |  |   | 126                     |  |  |       |           
|Conversion of Preferred B shares to common stock                                      |  |                      | (62,525 | ) |                         |   | (500  | )                    |  |  |                         |   |  |                    |        |   |                  |  | 62,525    |                     |  |   | 500                     |  |  |       |           
|Conversion of Preferred A to common stock shares
    by Kenneth Cheng                 |  |                      |         |   |                         |   |       |                      |  |  | (2,350,000              | ) |  |                    | (2,350 | ) |                  |  | 2,350,000 |                     |  |   | 18,800                  |  |  |       | (16,450   
|Close dormant entity                                                                  |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       | (10,000   
|Net loss for the year ended
    July 31, 2012                                         |  |                      |         |   |                         |   |       |                      |  |  |                         |   |  |                    |        |   |                  |  |           |                     |  |   |                         |  |  |       |           
|Balance at July 31, 2012                                                              |  |                      | 262,475 |   |                         | $ | 2,100 |                      |  |  | 7,050,000               |   |  | $                  | 7,050  |   |                  |  | 9,790,760 |                     |  | $ | 78,323                  |  |  | $     | 11,401,458



The accompanying notes are an integral
part of these consolidated financial statements.



25







AMBICOM HOLDINGS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JULY 31, 2012 AND 2011



NOTE 1 – Organization and Principal Activities



AmbiCom Holdings, Inc. (“AmbiCom
Holdings” or the ‘Company”) was incorporated as Med Control, Inc. (“Med Control”) under the laws
of the State of Nevada on July 1, 2008. Med Control was a development stage enterprise until January 15, 2010. All of Med Control’s
activities prior to January 15, 2010 related to its organization, initial funding and share issuances. On January 15, 2010, Med
Control Inc. changed its name to AmbiCom Holdings, Inc.



On January 15, 2010, Med Control, Inc.
(the “Registrant”) authorized its Articles of Incorporation (the “Amendment”) to change its name to AmbiCom
Holdings, Inc., to increase the number of its authorized shares of capital stock from 75,000,000 to 1,050,000,000 shares of which
1,000,000,000 were designated common stock and 50,000,000 were designated preferred stock, par value $0.001 per share (the “Preferred
Stock”) and to effect a forward-split such that 131.2335958 shares of Common Stock were issued for every 1 share of Common
Stock issued and outstanding immediately prior to filing of the amendment (the “Forward Split”).



On January 15, 2010, the Company acquired
AmbiCom Acquisition Corp. a privately owned Nevada corporation (“AmbiCom”), pursuant to an Agreement and Plan of Share
Exchange (the “Exchange”). AmbiCom was organized under the laws of the State of Nevada on July 29, 2008. AmbiCom is
a holding company whose operating company, AmbiCom, Inc., is a designer and developer of wireless products focusing on the wireless
medical industry. AmbiCom’s wireless modules and devices are based on its innovative application software and Wi-Fi or Bluetooth
technologies.



Pursuant to the terms of the Exchange,
the Company acquired AmbiCom from the AmbiCom equity holders in exchange for an aggregate of 20,000,000 newly issued shares of
Common Stock, 2,600,000 shares of Series B Preferred Stock, an option to purchase 5,500,000 shares of Common Stock and 2,350,000
shares of Series A Preferred Stock at the purchase price of $0.01 per share, and warrants to purchase 500,000 shares of Common
Stock at the exercise price of $0.50 per share (collectively, the “Exchange Shares”). As a result of the Exchange,
the AmbiCom equity holders surrendered all of their issued and outstanding capital stock of AmbiCom in consideration for the Exchange
Shares and AmbiCom became a wholly-owned subsidiary of the Company.



Simultaneously upon the Closing, the Company
closed an offering (the “Offering”) of its Common Stock at a price of $0.40 per share for an aggregate of 1,250,000
shares of Common Stock for aggregate offering price of $500,000.



In addition, contemporaneously with the
Closing, the Company and our former principal stockholder, Ms. Kato, split-off its wholly owned subsidiary, MCI Acquisition Corp.,
a newly-formed Nevada corporation (“MCAC”), whereby the Company assigned all of its previous operating assets to MCAC
in consideration for the assumption of all of the Company’s liabilities to Ms. Kato, who is currently the principal shareholder
of MCI and the retirement and cancellation of Ms. Kato’s 6,000,000 shares of Common Stock pursuant to the terms and conditions
of a split-off agreement by and among the Company, Ms. Kato, and MCAC (the “Split-Off Agreement”).



Following the issuance of the Exchange
Shares and the retirement of Ms. Kato’s shares pursuant to the Split-Off Agreement, the former stockholders of AmbiCom and/or
their designees now beneficially own approximately fifty-five percent (55%) of the total outstanding shares of Common Stock, and
after giving effect to the conversion of the Series B in accordance with their respective terms (and the satisfaction of certain
conditions to the conversion of such shares) seventy-six percent (76%) of the total outstanding shares of Common Stock on a fully-diluted
basis.



26







Details of the Company’s subsidiary
as of July 31, 2012 are as follows:



|Name             |  | Place and Date of
        Establishment/
        Incorporation |  | Relationships                                     |  | Principal Activities                                   
|---------------- |  | -------------------------------------------------------------- |  | ------------------------------------------------- |  | -------------------------------------------------------
|                 |  |                                                                |  |                                                   |  |                                                        
|E-Care USA, Inc. |  | Nevada
        March 15, 2011                                  |  | Wholly-owned subsidiary of AmbiCom Holdings, Inc. |  | Designer and developer of wireless home medical devices



Inter-company accounts and transactions
have been eliminated in consolidation.



NOTE 2 – Basis of Presentation



The accompanying consolidated financial
statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”)
and accounting principles generally accepted in the United States for financial information. The preparation of financial statements
in accordance with accounting principles generally accepted in the United States requires management to make estimates and assumptions
that affect the amounts reported in the financial statements. Actual results could differ from those estimates. Significant estimates
made in preparing the financial statements include revenue recognition and costs of revenue, inventory valuations, long-lived and
intangible asset valuations and loss contingencies. In the opinion of management, the financial statements include all adjustments
(which are of a normal and recurring nature) necessary for the fair presentation of the results of the periods presented.



For financial accounting purposes, the
acquisition was a reverse acquisition of the Company by AmbiCom, under the purchase method of accounting, and was treated as a
recapitalization with AmbiCom as the acquirer.  Upon consummation of the Exchange, the Company adopted the business plan
of AmbiCom.



NOTE 3 – Summary of Significant
Accounting Policies



The summary of significant accounting policies
is presented to assist in understanding the Company’s financial statements. These accounting policies conform to generally
accepted accounting principles and have been consistently applied in the preparation of the financial statements.



a) Description of Business -The
Company is a leading designer and developer of wireless technologies which emphasize wireless medical and other wireless products.



b) Segment Information-The
Company follows ASC Topic 280, “Disclosures about Segments of an Enterprise and Related Information.” Topic 280 requires
that a company report financial and descriptive information about its reportable operating segments. Operating segments are components
of an enterprise for which separate financial information is available and is evaluated regularly by the chief operating decision
maker in deciding how to allocate resources and in assessing performance. The Company’s chief operating decision maker currently
evaluates the Company’s operations from a number of different operational perspectives including but not limited to a client
by client basis. The Company derives all significant revenues from a single reportable operating segment of business. Accordingly,
the Company does not report more than one segment; nevertheless, management evaluates, at least annually, whether the Company continues
to have one single reportable segment.



c) Use of Estimates -The
preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting
period. Actual results may differ from those estimates, and the differences may be material to the financial statements. Estimates
are used primarily in determining the depreciable lives of fixed assets, and inventory valuation. In addition, estimates form the
basis for the reserves for sales allowances, accounts receivable and inventory. Various assumptions go into the determination of
these estimates. The process of determining significant estimates requires consideration of factors such as historical experience
and current and expected economic conditions.



27







d) Cash and Cash Equivalents -The
Company considers all highly liquid investments and time deposits with original maturities of three months or less when purchased
to be cash equivalents. All cash and cash equivalents are maintained with nationally recognized financial institutions.



e) Allowance for Doubtful Accounts
-An allowance for doubtful accounts is computed based on the Company’s historical experience and management’s
analysis of possible bad debts. Accounts receivable are shown net of an allowance for doubtful accounts of $509 and $9,329 as of
July 31, 2012 and 2011, respectively.



f) Inventories -Inventories
are stated at the lower of cost or market on an average basis. Inventory reserves are recorded for damaged, obsolete, excess and
slow-moving inventory. Market value of inventory is estimated based on the impact of market trends, an evaluation of economic conditions
and the value of current orders relating to the future sales of this type of inventory. As of July 31, 2012 and July 31, 2011,
the value of the inventory reserve was $41,192 and $37,814 respectively.



g) Income Taxes -The Company
accounts for income taxes pursuant to the FASB ASC Topic 740, "Accounting for Uncertainty in Income Taxes", (“Topic
740”). Topic 740 clarifies the accounting for uncertainty in income taxes recognized in the Company’s financial statements
in accordance with generally accepted accounting principles. The calculation of the Company's tax provision involves the application
of complex tax rules and regulations within multiple jurisdictions. The Company's tax liabilities include estimates for all income-related
taxes that the Company believes are probable and that can be reasonably estimated. To the extent that the Company’s estimates
are understated, additional charges to the provision for income taxes would be recorded in the period in which the Company determines
such understatement. If the Company's income tax estimates are overstated, income tax benefits will be recognized when realized.
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit
carry forwards. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment. Topic 740 prescribes a recognition threshold and measurement
attributes for the financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return.



h) Revenue Recognition -The
majority of the Company's product revenues are recognized upon shipment or delivery and acceptance of products by customers, when
pervasive evidence of a sales arrangement exists, the price is fixed or determinable, the title has transferred and collection
of resulting receivables is reasonably assured. For merchandise products, the Company recognizes revenue upon shipment of products,
when title is passed and the amount collectible can reasonably be determined. All amounts billed to a customer related to shipping
and handling are classified as revenue, while all costs incurred by the Company for shipping and handling are classified as selling
expenses. For NRE projects, revenue is recognized for the deliverable portions that meet the revenue recognition criteria that
persuasive evidence that an agreement exists, delivery has occurred or services have been rendered, the price is fixed and determinable,
and collectability is reasonably assured.



i) Research and Development Costs
-Research and development costs are expensed as incurred.



j) Stock-Based Compensation -The
Company adopted ASC Topic 718 “Share-Based Payment”. As permitted, the Company elected to adopt disclosure-only provisions
of ASC 718 in accordance with generally accepted accounting principles. Under the provisions of Topic ASC 718, compensation expense
is recognized based on the fair value of options on the grant date.



k) Fair Value of Financial Instruments- ASC Topic 820, “Fair Value Measurements”, requires disclosure of the level within the fair value hierarchy
in which fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets
for identical assets or liabilities (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs
(Level 3). The Company's financial instruments consist of cash and cash equivalents, short-term trade receivables and payables
at July 31.



28







Fair Value of Financial Instruments



The following table presents the carrying amounts and estimated
fair values of the Company’s financial instruments at:



|                                         |  | 2012            |         |  | 2011       | 
|---------------------------------------- |  | --------------- | ------- |  | ---------- | 
|                                         |  | Carrying amount |         |  | Fair value | 
|Financial assets:                        |  |                 |         |  |            | 
|Cash and cash equivalents                |  |                 | 249,327 |  |            | 
|Accounts receivable                      |  |                 | 215,921 |  |            | 
|                                         |  |                 |         |  |            | 
|Financial liabilities:                   |  |                 |         |  |            | 
|Accounts payable and accrued liabilities |  |                 | 143,230 |  |            | 
|Line of credit                           |  |                 | 0       |  |            | 
|Notes payable                            |  |                 | 55,000  |  |            | 



The fair values of the financial instruments
shown in the above table represent the amounts that would be received when those assets are sold or that would be paid when those
liabilities are transferred in an orderly transaction between market participants at the measurement date. Those fair value measurements
maximize the use of observable inputs.



However, in situations where there is little,
if any, market activity for the asset or liability at the measurement date, the fair value measurement reflects the Company’s
own judgments about the assumptions that market participants would use in pricing the asset or liability. Those judgments are developed
by the Company based on the best information available in the circumstances, including expected cash flows and appropriately risk-adjusted
discount rates, available observable and unobservable inputs.



The Company uses the following methods
and assumptions in estimating the fair value disclosures for financial instruments:



Cash equivalents

The carrying amount reported in
the balance sheets of cash equivalents approximate fair value because of the relatively short time to maturity.



Accounts receivable

The carrying amount reported in
the balance sheets of accounts receivable approximate fair value because of the relatively short time to maturity.



Accounts payable and accrued
liabilities

The carrying amount reported in
the balance sheets of accrued payable and accrued liabilities approximate fair value because of the relatively short time to maturity.



Line of credit

The carrying amount reported in
the balance sheets of due to related party approximate fair value because of the relatively short time to maturity.



Notes payable

The fair value of the Company’s
notes payable are measured using quoted offer-side prices when quoted market prices are available. If quoted market prices are
not available, the fair value is determined by discounting the future cash flows of each instrument at rates that reflect rates
currently observed in publicly traded debt markets for debt of similar terms to companies with comparable credit risk. For long-term
debt measurements, where there are no rates currently observable in publicly traded debt markets of similar terms with comparable
credit, the Company uses market interest rates and adjusts that rate for all necessary risks, including its own credit risk.



Fair Value Hierarchy



The following table presents the placement
in the fair value hierarchy of assets and liabilities that are measured at fair value on a recurring basis at :



29







|              |  |      |        |  | Fair value measurements at reporting date using                | 
|------------- |  | ---- | ------ |  | -------------------------------------------------------------- | 
|              |  | 2012 |        |  | Quoted prices in active markets for identical assets (Level 1) | 
|              |  |      |        |  |                                                                | 
|Notes payable |  |      | 55,000 |  |                                                                | 



|              |  |      |         |  | Fair value measurements at reporting date using                | 
|------------- |  | ---- | ------- |  | -------------------------------------------------------------- | 
|              |  | 2011 |         |  | Quoted prices in active markets for identical assets (Level 1) | 
|              |  |      |         |  |                                                                | 
|Notes payable |  |      | 115,000 |  |                                                                | 



l) Translation of Foreign Currency
-The Company accounts for its foreign operations in accordance with ASC Topic 830, “Foreign Currency Translation”.
For the branch, non-monetary balance sheet items and related income statements items are translated at historical exchange rates,
while monetary balance sheet items are translated at current exchange rates. Income statement items, other than monetary, are translated
at the weighted average exchange rate during the year. Deferred taxes are not provided on translation gains and losses where the
Company expects earnings of a foreign branch to be permanently reinvested.



m) Concentration -Financial
instruments which potentially subject the Company to concentrations of credit risk are primarily accounts receivable. The Company
performs ongoing credit evaluations of its customers’ financial condition. If the collection of the receivable becomes doubtful,
the Company establishes a reserve in an amount determined appropriate for the perceived risk. The Company maintains its cash accounts
at commercial banks. From time to time, cash balances maintained in such banks may exceed the insured amount by the Federal Deposit
Insurance Corporation (FDIC). As of July 31, 2012 and July 31, 2011, management does not believe they are exposed to any significant
risk on their cash balances. The Company’s products are primarily sold to global medical device companies. These customers
can be significantly affected by changes in economic, competitive or other factors. The Company makes substantial sales to a relatively
few, large customers, where company is seeking to capture more business from other targeted medical device companies.



Two customers accounted for $150,000 (69%)
and $60,800 (28%) of receivables at July 31, 2012, while four customers accounted for $57,800 (39%), $40,579 (27%), $35,430 (24%)
and $23,559 (16%) of receivables at July 31, 2011.



Four customers accounted for $399,000 (27%),
$202,826 (14%), $198,000 (13%), and $150,000 (10%) of the revenues for the year ended July 31, 2012. One customer accounted for
$1,791,400 (55%) of the revenues for the years ended July 31, 2011.



Three vendors accounted for $30,000 (42%),
$13,973 (20%), and $11,048 (16%) of accounts payable as of July 31, 2012 and two vendors accounted for $25,000 (61%) and $10,018
(25%) of accounts payable as of July 31, 2011.



Four vendors accounted for $411,318 (57%),
$102,500 (14%), $76,772 (11%), and $69,735 (10%) of the purchases for the year ended July 31, 2012. One vendor accounted for $1,253,753
(86%) of the purchases for the year ended July 31, 2011.



30







RECENT ACCOUNTING PRONOUNCEMENTS



In June 2011, the Financial Accounting Standards Board (“FASB”)
issued new accounting guidance related to the presentation of comprehensive income in consolidated financial statements. The new
accounting guidance requires the presentation of the components of net income and other comprehensive income either in a single
continuous financial statement, or in two separate but consecutive financial statements. The accounting standard eliminates the
option to present other comprehensive income and its components as part of the statement of stockholders’ equity. This standard
was effective for fiscal years beginning after December 15, 2011, including interim periods. The Company will adopt this standard
for the first quarter of fiscal year 2013.



In September 2011, the FASB issued new accounting guidance related
to the testing of goodwill for impairment. The new accounting guidance permits an entity to first assess qualitative factors to
determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount as a basis
for determining whether it is necessary to perform the two-step goodwill impairment test. Previous guidance required an entity
to test goodwill for impairment quantitatively, on at least an annual basis, by comparing the fair value of a reporting unit with
its carrying amount (step one). If the fair value of a reporting unit was less than its carrying amount, the second step of the
test was required to be performed to measure the amount of the impairment loss, if any. This standard was effective for annual
and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. The Company will adopt
this standard for the first quarter of fiscal year 2013.



Management does not believe that any other
recently issued, but not yet effective accounting pronouncements, if adopted, would have a material effect on the accompanying
financial statements.



NOTE 4 –Commitments and Contingencies



The Company leases its office and warehouse.
The maturity date for the lease is May 2016. The minimum rental commitment under the lease for the years ended July 31 is:



|Year Ending July 31: |  |   |        
|-------------------- |  | - | -------
|2013                 |  |   | 55,133 
|2014                 |  |   | 56,570 
|2015                 |  |   | 58,007 
|2016                 |  |   | 49,537 
|                     |  |   |        
|Total                |  | $ | 219,247



The rent expense for the years ended July
31, 2012 and 2011 was $56,041, and $65,221, respectively.



NOTE 5 – Liquidity and Shareholders’
Equity



Cash and cash equivalents were $249,327
and $524,512 at July 31, 2012 and 2011, respectively. Our working capital was a negative balance of $34,483 and a positive balance
of $347,358 at July 31, 2012 and 2011, respectively.



Preferred Stock



The Company's Amended Articles of Incorporation
authorizes the issuance of 50,000,000 shares of Preferred Stock, par value $0.001 per share, subject to any limitations prescribed
by law, without further vote or action by the stockholders, to issue from time to time shares of preferred stock in one or more
series. Each such series of Preferred Stock shall have such number of shares, designations, preferences, voting powers, qualifications,
and special or relative rights or privileges as shall be determined by the Company's board of directors, which may include, among
others, dividend rights, voting rights, liquidation preferences, conversion rights and preemptive rights.



31







Series A Convertible Preferred Stock



The Company has authorized a total of 9,400,000
shares of Series A Convertible Preferred Stock (the “Series A”).  The Series A is convertible at any time
into shares of the Company’s common stock at the conversion rate of one share of Common Stock per each share of Series A
converted.  The Series A is treated on an “as converted” basis for both voting and liquidation rights. For
the year-ended July 31, 2011, 9,400,000 shares of Series A were issued and outstanding. During the year-ended July 31, 2012, 2,350,000
shares of Series A were converted to Common Stock. There are currently 7,050,000 shares of Series A outstanding as of July 31,
2012. In June 2011, an amendment was filed with the Secretary of State of Nevada whereby the conversion price of Series A would
remain unchanged in event of stock split, stock dividend on the common stock, a reclassification of the common stock or distribution
to holders of common stock. If the Company reports net income in two of the following four years following the Exchange, the Series
A shall be convertible into Common Stock at the conversion rate of two shares of Common Stock per each share of Series A converted.



Series B Convertible Preferred Stock



In September 2011, the Company Amended
and Restated its Articles of Incorporation. Before the amendment, there were 2,600,000 shares of Series B Convertible Preferred
Stock outstanding at $0.001 par value per share as of July 31, 2011. After the amendment, there were 325,000 shares of Series B
Convertible Preferred Stock outstanding at $0.008 par value per share as of July 31, 2011.



For the year-ended July 31, 2011, there
were 325,000 shares of Series B Convertible Preferred Stock outstanding. During the year-ended July 31, 2012, 62,525 shares of
Series B Convertible Preferred Stock were converted to Common Stock. There are currently 262,475 shares of Series B outstanding
as of July 31, 2012.



The Series B accrues annual dividends at
the rate of 6% per year in shares of Common Stock at the dividend conversion rate of $1.00.  The Series B, together with
any unpaid dividends, is convertible at any time into shares of the Company’s common stock at the conversion rate of one
share of Common Stock per each share of Series B converted.  Following the second anniversary of the Exchange, the Series
B, together with any unpaid dividends, shall be convertible into Common Stock at the conversion price of forty cents ($0.40) or
seventy percent (70%) of the daily volume weighted average price of the Common Stock for the twenty trading days immediately prior
to the conversion.  The Series B is redeemable by the Company, at any time prior to December 31, 2015, in cash at the
redemption rate of $1.00 per share of Series B plus any accrued and unpaid dividends.  On December 31, 2015, all outstanding
shares of Series B shall be redeemed by the Company at a per share redemption price equal to $1.00 per share of Series B plus an
amount of Common Stock equal to the amount of the accrued and unpaid dividend thereon.  The Series B has a liquidation
preference of $2,600,000 and ranks prior to the Series A and the Common Stock.  The Series B votes on an “as converted”
basis.



Options



As of the Exchange date, there were fully
vested options outstanding to purchase 5,500,000 shares of Common Stock and 2,350,000 shares of Series A Preferred Stock, both
at a purchase price of $0.01 per share as well as 7,050,000 shares of Series A Preferred Stock as part of the Exchange.  On
April 27, 2010 the Board granted a non cash bonus to Mr. Kenneth Cheng of $55,000 upon receipt of which, all 5,500,000 options
for Common Stock were exercised. On July 20, 2011, Mr. Kenneth Cheng exercised all 2,350,000 options for Series A Preferred Stock.
On June 1, 2011, all 7,050,000 shares for Series A Preferred Stock were issued to Mr. John Hwang as part of the Exchange agreement.



As of July 31, 2012, there were options
issued and outstanding for the purchases of 343,000 shares of Common Stock.



2010 Equity Incentive Plan



On January 15, 2010, our Board and Stockholders
approved and adopted the 2010 Equity Incentive Plan (the “2010 Plan”). A copy of the 2010 Plan was attached as Exhibit
[10.4] to Form 8-K filed with the Securities and Exchange Commission on January 22, 2010.



32







The 2010 Plan is intended to promote the
interests of the Company by attracting and retaining exceptional employees, consultants, directors, officers and independent contractors
(collectively referred to as the “Participants”), and enabling such Participants to participate in the long-term growth
and financial success of the Company. Under the 2010 Plan, the Company may grant stock options, which are intended to qualify as
“incentive stock options” under Section 422 of the Internal Revenue Code of 1986, as amended (the “Incentive
Stock Options”), non-qualified stock options (the “Nonqualified Stock Options”), stock appreciation rights (“SARs”)
and restricted stock awards (the “Restricted Stock Awards”), which are restricted shares of Common Stock (the Incentive
Stock Options, the Nonqualified Stock Options, the SARs and the Restricted Stock Awards are collectively referred to as “Incentive
Awards”). Incentive Awards may be granted pursuant to the 2010 Plan for 10 years from the Effective Date.



From time to time, the Company may issue
Incentive Awards pursuant to the 2010 Plan.  Each of the awards will be evidenced by and issued under a written agreement.
In accordance with the rules of the plan, the exercise price of options granted shall be not less than 110% of the average of the
closing price for the 30 days preceding the grant date.



The Board reserved a total of 2,277,778
shares of our Common Stock for issuance under the 2010 Plan. If an incentive award granted under the 2010 Plan expires, terminates,
is unexercised or is forfeited, or if any shares are surrendered to us in connection with an incentive award, the shares subject
to such award and the surrendered shares will become available for further awards under the Plan.



The number of shares subject to the 2010
Plan, any number of shares subject to any numerical limit in the 2010 Plan, and the number of shares and terms of any Incentive
Award may be adjusted in the event of any change in our outstanding Common Stock by reason of any stock dividend, spin-off, stock
split, reverse stock split, recapitalization, reclassification, merger, consolidation, liquidation, business combination or exchange
of shares, or similar transaction.



On September 1, 2010, 840,000 options were
granted to eight employees at an exercise price of $0.20 per share. Using the Black-Scholes option pricing model with the following
assumptions: risk-free interest rate of 1.79%; volatility of 40%; expected life of 10 years; and, all option grants without payment
of dividends, the Company recognized a non-cash stock compensation charge of $8,698 for the twelve months ended July 31, 2012 in
connection with the issuance and vesting of these options.



On May 1, 2012, 250,000 options were granted
to two employees at an exercise price of $0.09 per share. Using the Black-Scholes option pricing model with the following assumptions:
risk-free interest rate of 1.79%; volatility of 40%; expected life of 10 years; and, all option grants without payment of dividends,
the Company recognized a non-cash stock compensation charge of $733 for the twelve months ended July 31, 2012 in connection with
the issuance and vesting of these options. At July 31, 2012, 1,187,778 options remain available for future grant under the Plan.



As of July 31, 2012, there were options
outstanding under the 2010 Plan to purchase 840,000 shares of Common Stock at a purchase price of $0.20 per share and 250,000 shares
of Common Stock at a purchase price of $0.09 per share. No options have been exercised since the Plan was created.



Common Stock



In September 2011, the Company Amended
and Restated its Articles of Incorporation decreasing authorized shares for issuance from 1,000,000,000 shares of common stock,
$0.001 par value per share to 125,000,000 shares of common stock, $0.008 par value per share. Before the amendment, there were
52,577,445 shares outstanding as of July 31, 2011. After the amendment, there were 9,790,760 shares and 6,572,475 outstanding as
of July 31, 2012 and July 31, 2011, respectively.



NOTE 6 –Gain on Settlement



Litigation settlement

The Company had an ongoing litigation over
accounts receivable and payable with Ambeon Corporation, a related party by virtue of common ownership. The dispute started in
2004 and was settled in favor of the Company under the Shih Lin District Court of Taiwan on August 20, 2008. The Company agreed
to pay a sum of $560,000 and the remaining disputed payable balances were decreased in favor of the Company, and settlement income
of $843,572 was realized in year 2008. As of July 31, 2012, the company has paid $505,000 towards the settlement. The remaining
minimum payments due under the settlement are as follows:



33







|Year Ending July 31: |  |   |       
|-------------------- |  | - | ------
|2013                 |  |   | 55,000
|                     |  |   |       
|Total                |  | $ | 55,000



NOTE 7 – Property and Equipment



Property and equipment are stated at cost.
Depreciation is calculated using the straight-line method over the following estimated useful lives of the assets: furniture and
fixtures –seven years; machinery and equipment –five years; software – five years; leasehold improvements –the
life of the current facility lease. Major additions and betterments are capitalized and repairs and maintenance are charged to
operations in the period incurred.



|                            |  | July 31, 2012 |          |   | July 31, 2011 |  
|--------------------------- |  | ------------- | -------- | - | ------------- | -
|Furniture and fixture       |  | $             | 27,635   |   |               | $
|Machinery and equipment     |  |               | 25,229   |   |               |  
|Software                    |  |               | 359,417  |   |               |  
|Leasehold Improvements      |  |               | 5,985    |   |               |  
|                            |  |               | 418,266  |   |               |  
|Accumulated depreciation    |  |               | (397,953 | ) |               |  
|Property and equipment, net |  | $             | 20,313   |   |               | $



Note 8 – Revolving Line of Credit



On May 9, 2011, advances under the credit
line were secured with substantially all of the Company’s assets, were subject to interest at 1% above the Wall Street Journal
prime rate index, and were subject to the following restrictive covenants: (i) the current ratio shall not be less than 1.2 times;
(ii) the debt to tangible net worth ratio shall not exceed 2.5 times; and (iii) the quarterly EBITDA shall not be less than $30,000
on a rolling four quarter basis.



As of July 2012, the Company chose not
to renew this credit line and did not have a balance as of July 31, 2012.



The Company incurred interest expense of
$3,082 and $25,172 during the years ended July 31, 2012, and 2011, respectively.



Note 9 - Notes Payable



Notes payable, which are unsecured, consist
of the following as of July 31, 2012 and July 31, 2011:



|Notes Payable Consist of the Following at:                                                                           |  |               |        |  |               |  
|-------------------------------------------------------------------------------------------------------------------- |  | ------------- | ------ |  | ------------- | -
|                                                                                                                     |  | July 31, 2012 |        |  | July 31, 2011 |  
|Note payable to Ambeon Corporation, a related party by virtue of common ownership, bearing interest at 5% per annum. |  | $             | 55,000 |  |               | $
|                                                                                                                     |  |               |        |  |               |  
|Total notes payable                                                                                                  |  |               | 55,000 |  |               |  
|                                                                                                                     |  |               |        |  |               |  
|Less current portion                                                                                                 |  |               |        |  |               |  
|Due to third party                                                                                                   |  |               | 55,000 |  |               |  
|                                                                                                                     |  |               | 55,000 |  |               |  
|                                                                                                                     |  |               |        |  |               |  
|Long-term notes payable                                                                                              |  | $             | -      |  |               | $



34







Note 10 – Income Taxes



The consolidated income tax expense for
the years ended July 31, 2012 and 2011 was determined based upon estimates of the Company’s consolidated effective income
tax rates for the years ending July 31, 2012 and 2011, respectively. The difference between the consolidated effective income tax
rate and the U.S. federal statutory rate is primarily attributable to state income taxes, and the effect of certain permanent differences.



FASB Topic 740, Accounting for Uncertainty
in Income Taxes, prescribes a recognition threshold and measurement attribute for the financial statement recognition and measurement
of a tax position taken or expected to be taken in a tax return. Generally accepted accounting principles require that the Company
recognizes in the financial statements a liability for tax uncertainty if it is more likely than not that the position will be
sustained on an audit, based on the technical merits of the position. They also provide guidance on de-recognition, classification,
interest and penalties, accounting in interim periods and disclosure. The Company has not recorded any liability for unrecognized
tax benefits as of July 31, 2012. There have been no material changes in unrecognized tax benefits at July 31, 2012.



The Company’s tax returns are subject
to examination by federal, state and foreign taxing authorities. As of July 31, 2012, the statute of limitations for examining
the Company’s federal income tax returns has not expired for the years ended July 31, 2007 through 2011. As of July 31, 2012,
the statutes of limitation for tax examinations in the state of California have not expired for tax returns filed for the years
ended July 31, 2007 through 2011.  As of July 31, 2012, the statute of limitation for tax examinations in Taiwan have not
expired for tax returns filed for the years ended July 31, 2007 through 2011.



The Company provided $800 and $1,600 for
income taxes in the years ended July 31, 2012 and 2011 respectively. The effective tax rates takes into consideration federal and
state minimum tax rates and foreign taxes.

The Company has accumulated NOLs of $1.94
million, which, if unutilized, will begin to expire in 2018. Future tax benefits, which may arise as a result of these losses,
have not been recognized in these financial statements, and have been offset by a valuation allowance since there is no assurance
that we will be able to utilize these NOLs. Details of future income tax assets are as follows:



|Future income tax assets                        |  |               |            |   |               |  
|----------------------------------------------- |  | ------------- | ---------- | - | ------------- | -
|                                                |  | July 31, 2012 |            |   | July 31, 2011 |  
|NOL available for carry forward                 |  | $             | 1,939,781  |   |               | $
|R&D credit                                      |  |               | 260,588    |   |               |  
|Other temporary timing differences              |  |               | 142,287    |   |               |  
|                                                |  |               | 2,342,656  |   |               |  
|Statutory tax rate (combined federal and state) |  |               | 42.81      | % |               |  
|                                                |  |               |            |   |               |  
|Net deferred tax asset                          |  |               | 1,002,797  |   |               |  
|                                                |  |               |            |   |               |  
|Valuation allowance                             |  |               | (1,002,797 | ) |               |  
|                                                |  | $             | -          |   |               | $



Note 11 – Subsequent Events



In August 2012, the Board authorized an
issuance of 300,000 shares of restricted common stock to a director of the Company, Robert Radoff, for services rendered on behalf
of the Company.



35







Item 9. Changes in and Disagreements
with Accountants on Financial Disclosure



During the Company's most recent fiscal
years there were no disagreements with Kim & Lee Corporation on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to the satisfaction of Kim & Lee Corporation, would
have caused it to make reference to the matter in connection with its reports. There were no "reportable events" in connection
with its report on the Company’s financial statements.



Item 9A. Controls and Procedures



Evaluation
of Disclosure Controls and Procedures



Under the supervision
and with the participation of our management, including our principal executive officer and the principal financial officer, we
have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined
in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. 
Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that
our disclosure controls and procedures were effective such that the material information required to be included in our Securities
and Exchange Commission reports is accumulated and communicated to our management, including our principal executive and financial
officers, recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission
rules and forms relating to our company, particularly during the period when this report was being prepared.



Management's
Annual Report on Internal Control Over Financial Reporting



We are responsible
for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f)
and 15d-15(f) under the Exchange Act.



Internal control
over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable
detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles,
and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and
(3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our
assets that could have a material effect on the financial statements.



Management recognizes
that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal
control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material
misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes
in conditions or due to deterioration in the degree of compliance with our established policies and procedures.



A material weakness
is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood
that a material misstatement of the annual or interim financial statements will not be prevented or detected.



Under the supervision
and with the participation of our president, we conducted an evaluation of the effectiveness of our internal control over financial
reporting, as of July 31, 2012, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission (COSO). Based on our evaluation under this framework, we concluded that
our internal control over financial reporting was not effective as of the evaluation date due to the factors stated below.



We assessed the
effectiveness of the Company’s internal control over financial reporting as of evaluation date and identified the following
material weaknesses:



36







Insufficient
Resources:We have an inadequate number of personnel with requisite expertise in the key functional areas of finance and accounting.



Inadequate
Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.



Lack of Audit
Committee:We do not have a functioning audit committee, resulting in lack of independent oversight in the establishment and
monitoring of required internal controls and procedures.



We are committed
to improving the internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to
assist us with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant
accounts which will mitigate the lack of segregation of duties until there are sufficient personnel and (3) may consider appointing
additional outside directors and audit committee members in the future.



We have discussed
the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness,
there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements
could occur that would not be prevented or detected.



This annual report
does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.
Our report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the SEC that
permit us to provide only our report in this annual report.



Changes
in Internal Controls Over Financial Reporting



There have been no changes in our internal
control over financial reporting that occurred during the last fiscal quarter for our fiscal year ended July 31, 2012 that have
materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Item 9B. Other Information



None.



37







PART III



Item 10. Directors and Executive
Officers





The following table sets forth information
regarding the members of the Company’s board of directors and its executive officers. All of the Company’s executive
officers and directors were appointed on January 15, 2010, the effective date of the Acquisition. All directors hold office until
the first annual meeting of the stockholders of the Company and until the election and qualification of their successors or their
earlier removal or retirement.



Officers are elected annually by the board
of directors and serve at the discretion of the board.



|Name (1)      | Age | Title                                                   
|------------- | --- | --------------------------------------------------------
|              |     |                                                         
|John Hwang    | 50  | Chief Executive Officer, Chairman of the Board, Director
|              |     |                                                         
|Robert Radoff | 44  | Director                                                



John Hwang, 50 Chief Executive Officer,
Chairman of the Board, Director, Mr. Hwang has over 20 years corporate and entrepreneurial leadership experience in semiconductor
technology and consumer electronics. From 2002 through 2007, Mr. Hwang was a member of the office of the Chairman of Techno Concepts,
Inc., a developer and manufacturer of wireless communication devices. Mr. Hwang was President of Osicom, a fiber optic and network
technologies manufacturer from 1994 to 1997. From 1985 to 1992, Mr. Hwang was VP of Samsung America, starting the first Samsung
brand for monitors and PCs. He then created then created Samtron, a new brand for Samsung, which became a second tier brand to
focus into the VAR channel. Mr. Hwang has a Bachelor of Science Degree in Economics from Rutgers University.



The Company believes that due to Mr. Hwang’s
role as a founder of the Company and public company experience, he is ideally suited to serve as the Company’s Chief Executive
Officer and Chairman.



Robert Radoff, 44 Director. Mr.
Radoff has created and managed a national broker network, monitoring sales, distribution, packaging and setting up logistics of
new and existing products, setting objectives and goals for the sales force and creating presentations to major accounts. He has
also helped develop and sell national brand and private label and other brands to major accounts in the U.S. and international
markets. Mr. Radoff also built partnerships with several multi-national pharmaceutical companies that rank in the Fortune 100.
Mr. Radoff majored in Business and Physiology at Pierce College Cal State Northridge.



The Company believes that Mr. Radoff’s
education and experiences in sales with biotechnology companies lead him to be well-qualified to serve as a Director.



Compensation of Directors



At this time, directors receive no remuneration
for their services as directors of the Company, nor does the Company reimburse directors for expenses incurred in their service
to the Board of Directors. The Company does not expect to pay any fees to its directors for the 2013 fiscal year.



38







Indemnification of Directors and Officers



Nevada Revised Statutes (“NRS”)
Sections 78.7502 and 78.751 provide the Company with the power to indemnify any of our directors and officers. The director or
officer must have conducted himself/herself in good faith and reasonably believe that his/her conduct was in, or not opposed to
our best interests. In a criminal action, the director, officer, employee or agent must not have had reasonable cause to believe
his/her conduct was unlawful.



Under NRS Section 78.751, advances for
expenses may be made by agreement if the director or officer affirms in writing that he/she believes he/she has met the standards
and will personally repay the expenses if it is determined such officer or director did not meet the standards.



Pursuant to the Company’s Articles
of Incorporation and bylaws, we may indemnify an officer or director who is made a party to any proceeding, because of his position
as such, to the fullest extent authorized by Nevada Revised Statutes, as the same exists or may hereafter be amended. In certain
cases, we may advance expenses incurred in defending any such proceeding.



To the extent that indemnification for liabilities arising under
the Securities Act may be permitted to directors, officers or persons controlling our company pursuant to the foregoing provisions,
we have been informed that, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities
Act and is therefore unenforceable. If a claim for indemnification against such liabilities (other than the payment by us of expenses
incurred or paid by a director, officer or controlling person of our company in the successful defense of any action, suit or proceeding)
is asserted by any of our directors, officers or controlling persons in connection with the securities being registered, we will,
unless in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of that issue.



Anti-Takeover Effects of Provisions of Nevada State Law



We may be or in the future we may become
subject to Nevada's control share law. A corporation is subject to Nevada's control share law if it has more than 200 stockholders,
at least 100 of whom are stockholders of record and residents of Nevada, and if the corporation does business in Nevada or through
an affiliated corporation.



The law focuses on the acquisition of a
“controlling interest” which means the ownership of outstanding voting shares is sufficient, but for the control share
law, to enable the acquiring person to exercise the following proportions of the voting power of the corporation in the election
of directors: (1) one-fifth or more but less than one-third, (2) one-third or more but less than a majority, or (3) a majority
or more. The ability to exercise such voting power may be direct or indirect, as well as individual or in association with others.



The effect of the control share law is
that the acquiring person, and those acting in association with that person, obtain only such voting rights in the control shares
as are conferred by a resolution of the stockholders of the corporation, approved at a special or annual meeting of stockholders.
The control share law contemplates that voting rights will be considered only once by the other stockholders. Thus, there is no
authority to take away voting rights from the control shares of an acquiring person once those rights have been approved. If the
stockholders do not grant voting rights to the control shares acquired by an acquiring person, those shares do not become permanent
non-voting shares. The acquiring person is free to sell its shares to others. If the buyers of those shares themselves do not acquire
a controlling interest, their shares do not become governed by the control share law.



If control shares are accorded full voting
rights and the acquiring person has acquired control shares with a majority or more of the voting power, any stockholder of record,
other than an acquiring person, who has not voted in favor of approval of voting rights, is entitled to demand fair value for such
stockholder's shares.



Nevada's control share law may have the
effect of discouraging corporate takeovers.



39







In addition to the control share law, Nevada
has a business combination law, which prohibits certain business combinations between Nevada corporations and "interested
stockholders" for three years after the "interested stockholder" first becomes an "interested stockholder"
unless the corporation's board of directors approves the combination in advance. For purposes of Nevada law, an "interested
stockholder" is any person who is (1) the beneficial owner, directly or indirectly, of ten percent or more of the voting power
of the outstanding voting shares of the corporation, or (2) an affiliate or associate of the corporation and at any time within
the three previous years was the beneficial owner, directly or indirectly, of ten percent or more of the voting power of the then
outstanding shares of the corporation. The definition of the term "business combination" is sufficiently broad to cover
virtually any kind of transaction that would allow a potential acquirer to use the corporation's assets to finance the acquisition
or otherwise to benefit its own interests rather than the interests of the corporation and its other stockholders.



The effect of Nevada's business combination
law is to potentially discourage parties interested in taking control of the Company from doing so if it cannot obtain the approval
of our Board of Directors.



Audit CommitteeThe Company intends
to establish an audit committee, which will consist of independent directors. The audit committee's duties would be to recommend
to the Company's board of directors the engagement of independent auditors to audit the Company's financial statements and to review
its accounting and auditing principles. The audit committee would review the scope, timing and fees for the annual audit and the
results of audit examinations performed by the internal auditors and independent public accountants, including their recommendations
to improve the system of accounting and internal controls. The audit committee would at all times be composed exclusively of directors
who are, in the opinion of the Company's Board of Directors, free from any relationship which would interfere with the exercise
of independent judgment as a committee member and who possess an understanding of financial statements and generally accepted accounting
principles.



Compensation Committee Our Board
of Directors does not have a standing compensation committee responsible for determining executive and director compensation. Instead,
the Board of Directors fulfills this function, and each member of the Board participates in the determination.  Given the
small size of the Company and its Board and the Company's limited resources, locating, obtaining and retaining additional independent
directors is extremely difficult. In the absence of independent directors, the Board does not believe that creating a separate
compensation committee would result in any improvement in the compensation determination process.  Accordingly, the Board
of Directors has concluded that the Company and its stockholders would be best served by having the Board of Directors act in place
of a compensation committee.  When acting in this capacity, the Board does not have a charter.



In considering and determining executive
and director compensation, our Board of Directors reviews compensation that is paid by other similar public companies to its officers
and takes that into consideration in determining the compensation to be paid to the Company’s officers. The Board of Directors
also determines and approves any non-cash compensation to any employee. The Company does not engage consultants in determining
or recommending the compensation to the Company’s officers or employees.



Conflicts of Interest



There are no conflicts of interest with
any officers, directors or executive staff.



Involvement in Certain Legal Proceedings



To the best of our knowledge, during the
past five years, none of the following occurred with respect to a present or former director or executive officer of the Company:
(1) any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer
either at the time of the bankruptcy or within two years prior to that time; (2) any conviction in a criminal proceeding or
being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) being subject
to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of any competent jurisdiction,
permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities
or banking activities; and (4) being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission or the commodities futures trading commission to have violated a Federal or state securities or commodities law, and
the judgment has not been reversed, suspended or vacated.



40







Code of Ethics



We do not currently have a code of ethics.
Because we currently have only limited business operations and two officers and directors, we believe a code of ethics would have
limited utility. We intend to adopt a code of ethics as our business operations expand and we have additional directors, officers
and employees.



Item 11. Executive Compensation



Summary Compensation Table



The following table sets forth all of the
compensation awarded to, earned by or paid to (i) each individual serving as our principal executive officer during our last completed
fiscal year; and (ii) each other individual that served as an executive officer at the conclusion of the fiscal years ended July
31, 2012 and who received in excess of $100,000 in the form of salary and bonus during such fiscal year (collectively, the Named
Executives).



|Name
    & Principal Position |  |  | Year |  |  | Salary
    (a) |         |  | Bonus |   |   | Restricted
    Stock Awards |  |  | Option
    Awards (b) |     |  | Non-Equity
    Incentive Plan Compensation |           |  | All
    Other Compensation |   |   | Total | 
|----------------------------- |  |  | ---- |  |  | -------------- | ------- |  | ----- | - | - | --------------------------- |  |  | --------------------- | --- |  | ------------------------------------------ | --------- |  | -------------------------- | - | - | ----- | 
|John Hwang                    |  |  | 2012 |  |  | $              | 240,000 |  |       | $ | - |                             |  |  |                       |     |  |                                            | -         |  |                            | $ | - |       | 
|                              |  |  | 2011 |  |  | $              | 240,000 |  |       | $ | - |                             |  |  | 7,050,000             | (1) |  |                                            | -         |  |                            | $ | - |       | 
|Kenneth Cheng (2)             |  |  | 2012 |  |  | $              | 38,000  |  |       | $ | - |                             |  |  | -                     |     |  |                                            |           |  |                            | $ | - |       | 
|                              |  |  | 2011 |  |  | $              | 240,000 |  |       | $ | - |                             |  |  | -                     |     |  |                                            | 2,350,000 |  |                            | $ | - |       | 



(1) Granted in connection with the reverse merger under the
terms of the Exchange Agreement

(2) Mr. Cheng resigned on August 11, 2011



Compensation Policy: Our
Company’s executive compensation plan is based on attracting and retaining qualified professionals who possess the skills
and leadership necessary to enable our Company to achieve earnings and profitability growth to satisfy our stockholders. Therefore,
we must create incentives for these executives to achieve both Company and individual performance objectives through the use of
performance-based compensation programs. No one component is considered by itself, but all forms of the compensation package are
considered in total. Wherever possible, objective measurements will be utilized to quantify performance, but many subjective factors
still come into play when determining performance.



Compensation Components:
As an early-stage development company, the main elements of our compensation package consist of base salary, stock options and
bonuses.



Base Salary: As we continue
to grow and financial conditions improve, these base salaries, stock options, and bonuses will be reviewed for possible adjustments.
Base salary adjustments will be based on both individual and Company performance and will include both objective and subjective
criteria specific to each executive’s role and responsibility with the Company.



COMPENSATION OF DIRECTORS



At this time, directors receive no remuneration
for their services as directors of the Company, nor does the Company reimburse directors for expenses incurred in their service
to the Board of Directors. The Company does not expect to pay any fees to its directors for the 2013 fiscal year.



41







EMPLOYMENT AGREEMENTS, TERMINATION OF
EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS



On January 15, 2010, the Company entered
into employment agreements with its two executive officers, John Hwang and Kenneth Cheng.



Each employment agreement provides for
a three year term with minimum annual base salary of $240,000. Under the agreement, they will be subject to customary non-competition
and employee non-solicitation restrictions while they are employed by the Company and for a period of 2 year(s) thereafter.



On August 30, 2011, Kenneth Cheng resigned
as the Company’s President, a member of the Board of Directors, and all other positions with the Company’s subsidiaries.



Directors, Executive Officers, Promoters
and Control Persons, Conflicts of Interest



No retirement, pension, profit sharing,
or insurance programs or other similar programs have been adopted by us for the benefit of our employees.



Legal Proceedings



We are currently not involved in any litigation
that we believe could have a materially adverse effect on our financial condition or results of operations. There is no action,
suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization
or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or
affecting our company, our common stock, any of our subsidiaries or of our company’s or our company’s subsidiaries’
officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.



Item 12. Security Ownership of Certain
Beneficial Owners and Management



The following table summarizes certain
information regarding the beneficial ownership (as such term is defined in Rule 13d-3 under the Securities Exchange Act of 1934)
of outstanding Common Stock as of July 31, 2012 (after giving effect to the Exchange) by (i) each person known by us to be the
beneficial owner of more than 5% of the outstanding Common Stock, (ii) each of our directors, (iii) each of our named executive
officers (as defined in Item 403(a) of Regulation S-K under the Securities Act), and (iv) all executive officers and directors
as a group. Except as indicated in the footnotes below, the security and stockholders listed below possess sole voting and investment
power with respect to their shares.



|Name of Beneficial Owner                                    |  | Amount of Beneficial Owner |           |  | Percent of Class | 
|----------------------------------------------------------- |  | -------------------------- | --------- |  | ---------------- | 
|John Hwang                                                  |  |                            | 7,721,250 |  |                  | 
|Robert Radoff                                               |  |                            | 12,500    |  |                  | 
|All Directors and Executive Officers as a Group (2 persons) |  |                            | 7,733,750 |  |                  | 



(1) "Beneficial Owner" means
having or sharing, directly or indirectly (i) voting power, which includes the power to vote or to direct the voting, or (ii) investment
power, which includes the power to dispose or to direct the disposition, of shares of the common stock of an issuer. The definition
of beneficial ownership includes shares, underlying options or warrants to purchase common stock, or other securities convertible
into common stock, that currently are exercisable or convertible or that will become exercisable or convertible within 60 days.
Unless otherwise indicated, the beneficial owner has sole voting and investment power.

(2) For each shareholder, the calculation
of percentage of beneficial ownership is based upon 17,103,235 shares of Common Stock outstanding as of July 31, 2012, and shares
of Common Stock subject to options, warrants and/or conversion rights held by the shareholder that are currently exercisable or
exercisable within 60 days, which are deemed to be outstanding and to be beneficially owned by the shareholder holding such options,
warrants, or conversion rights. The percentage ownership of any shareholder is determined by assuming that the shareholder has
exercised all options, warrants and conversion rights to obtain additional securities and that no other shareholder has exercised
such rights.



42







(3) Does not include 173,286 shares of
Common stock held beneficially by family members.

(4) Assumes conversion of Series A and
Series B Convertible Preferred Stock.



Item 13.Certain Relationships
and Related Transactions



Currently, we have one independent director
on our Board of Directors, and have no formal procedures in effect for reviewing and pre-approving any transactions between us,
our directors, officers and other affiliates. We will use our best efforts to insure that all transactions are on terms at least
as favorable to the Company as we would negotiate with unrelated third parties.



Item 14. Principal Accounting Fees
and Services



The following table sets forth fees related to services performed
by Kim and Lee and other service providers for the years ended July 31:



|                            |  |  |    |   | 2012 |   |        | 2011 | 
|--------------------------- |  |  | -- | - | ---- | - | ------ | ---- | 
|Audit fees                  |  |  | (1 | ) |      | $ | 50,000 |      | 
|Taxation fees               |  |  | (2 | ) |      |   | 4,000  |      | 
|Accounting & other services |  |  | (3 | ) |      |   | -      |      | 
|                            |  |  |    |   |      |   |        |      | 
|Total                       |  |  |    |   |      | $ | 54,000 |      | 



| | (1) | Audit fees represent fees for professional services provided in connection with the audit of our
financial statements and review of our quarterly financial statements.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Tax fees principally included tax advice, tax planning
and tax return preparation.
| | --- | ----------------------------------------------------------------------------------

| | (3) | Other fees related to registration statement reviews
and comments.
| | --- | ------------------------------------------------------------------



The Board of Directors has reviewed and
discussed with the Company's management and independent registered public accounting firm the audited financial statements of the
Company contained in the Company's Annual Report on Form 10-K for the Company's 2012 fiscal year. The Board has also discussed
with the auditors the matters required to be discussed pursuant to SAS No. 61 (Codification of Statements on Auditing Standards,
AU Section 380), which includes, among other items, matters related to the conduct of the audit of the Company's financial statements.



The Board has received and reviewed the
written disclosures and the letter from the independent registered public accounting firm required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees), and has discussed with its auditors its independence from the
Company. The Board has considered whether the provision of services other than audit services is compatible with maintaining auditor
independence.



Based on the review and discussions referred
to above, the Board approved the inclusion of the audited financial statements be included in the Company's Annual Report on Form
10-K for its 2012 fiscal year for filing with the SEC.



Pre-Approval Policies



The Board's policy is now to pre-approve
all audit services and all permitted non-audit services (including the fees and terms thereof) to be provided by the Company's
independent registered public accounting firm; provided, however, pre-approval requirements for non-audit services are not required
if all such services (1) do not aggregate to more than five percent of total revenues paid by the Company to its accountant in
the fiscal year when services are provided; (2) were not recognized as non-audit services at the time of the engagement; and (3)
are promptly brought to the attention of the Board and approved prior to the completion of the audit.



The Board pre-approved all fees described above.



43







PART IV



Item 15. Exhibits



The following exhibits are included with
this filing:










|Exhibit Number |  | Description                                                                      
|-------------- |  | ---------------------------------------------------------------------------------
|               |  |                                                                                  
|21*            |  | List of Subsidiaries.                                                            
|               |  |                                                                                  
|31.1*          |  | Certification required Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|               |  |                                                                                  
|32.1*          |  | Certification required Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.



| | * | Filed herein.
| | - | -------------



44







Signatures



In accordance with Section 13 or 15(d)
of the Securities Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.



|October 31, 2012 | AmbiCom Holdings, Inc.                                                          
|---------------- | --------------------------------------------------------------------------------
|                 |                                                                                 
|                 | By                                                                              
|                 | John Hwang                                                                      
|                 | Chief Executive Officer and Director (Principal
 Executive Officer)             
|                 |                                                                                 
|                 | By                                                                              
|                 | John Hwang                                                                      
|                 | Chief Financial Officer, Chief Accounting Officer
 (Principal Financial Officer)



In accordance with the Exchange Act, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.



|/s/ John Hwang                                                                          |  | October 31, 2012 | 
|--------------------------------------------------------------------------------------- |  | ---------------- | 
|John Hwang                                                                              |  | Date             | 
|Chief Executive Officer and Director                                                    |  |                  | 
|(Principal Executive Officer)                                                           |  |                  | 
|                                                                                        |  |                  | 
|/s/ John Hwang                                                                          |  | October 31, 2012 | 
|John Hwang                                                                              |  | Date             | 
|Chief Financial Officer, Chief Accounting Officer
        (Principal Financial Officer) |  |                  | 
|                                                                                        |  |                  | 
|/s/ Robert Radoff                                                                       |  | October 31, 2012 | 
|Robert Radoff                                                                           |  | Date             | 
|Director                                                                                |  |                  | 



45