Item 4.01 Changes in Registrant's Certifying Accountant.

On June 8, 2012, the Audit Committee (the "Audit Committee") of the Board of Directors of Ambient Corporation (the "Company") dismissed Rotenberg Meril Solomon Bertiger & Guttilla, P.C. ("Rotenberg") as its independent registered public accounting firm. The reports of Rotenberg on the financial statements of the Company for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal years and the subsequent interim period through the dismissal of Rotenberg, there have been no disagreements with Rotenberg on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements if not resolved to the satisfaction of Rotenberg would have caused it to make reference to the subject matter of such disagreements in their reports on the financial statements for such years.

During the two most recent fiscal years and the subsequent interim period through the dismissal of Rotenberg, there have been no "reportable events" (as defined in Item 304(a)(1)(v) of Regulation S-K). The Company has requested that Rotenberg furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of such letter, dated June 13, 2012, is filed as Exhibit 16 to this Current Report on Form 8-K.

Effective June 12, 2012, the Company's Audit Committee appointed PricewaterhouseCoopers LLP ("PWC") as the independent registered public accounting firm, for the Company for the fiscal year ending December 31, 2012. During the last two fiscal years and the subsequent interim period through the appointment of PWC, neither the Company nor anyone on its behalf consulted with PWC regarding (i) the application of accounting principles to a specified transaction or transactions, either completed or proposed, or the type of audit opinion PWC might render on the Company's financial statements or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to that Item, or a "reportable event" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits Exhibit No. Exhibit Description Letter from Rotenberg Meril Solomon Bertiger & 16 Guttilla, P.C. to the Securities and Exchange Commission dated June 19, 2012 regarding change in certifying accountant.

---