8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported):  April 24, 2009

BAYHILL CAPITAL CORPORATION
(Exact name of registrant as specified in its charter)
Delaware	0-11730	84-1089377
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)
10757 S. Riverfront Pkwy South Jordan, Utah		84095
(Address of principal executive offices)		(Zip Code)
(801) 816-2529
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)

Item 3.02 Unregistered Sales of Equity Securities.

On April 22, 2009 the Company’s Board of Directors (the “Board”) approved the issuance of unregistered shares of Common Stock in exchange for the conversion of outstanding convertible debt, and accounts payable.  Based on the Board’s action, the Company entered into agreements providing for the issuance of an aggregate of 676,131 shares of Common Stock in satisfaction and cancellation of the following obligations (i) $26,750 in convertible debt, payable to Vector Capital LLC, pursuant to the terms of Secured Convertible Notes, for a total of 66,875 shares of Common Stock, (ii) $108,741 in convertible debt, payable to Little Hollow Farms, Inc., pursuant to the terms of Secured Convertible Notes, for a total of 271,853 shares of Common Stock, (iii) $26,249 in convertible debt, payable to James U. Jensen., pursuant to the terms of Secured Convertible Notes, for a total of 65,623 shares of Common Stock, (iv) $91,015 in convertible debt, payable to VenCore Solutions LLC, pursuant to the settlement of Convertible Notes and cancellation of Warrants, for a total of 98,307 shares of Common Stock, (v) $173,474 in accounts payable and accrued compensation to six creditors who were also affiliates of the Company, for a total of 173,474 shares of Common Stock.

 Exemption From Registration Claimed. The shares of Common Stock referenced in this Item 3.02 were issued in reliance upon the exemption from securities registration afforded by the provisions of Section 4(2), and/or Regulation D, as promulgated by the U.S. Securities and Exchange Commission under the Securities Act, based upon the following: (a) each of the persons to whom the shares of Common Stock, notes and warrants were issued (each such person, an “Investor”) confirmed to the Company that it or he is an “accredited investor,” as defined in Rule 501 of Regulation D promulgated under the Securities Act and has such background, education and experience in financial and business matters as to be able to evaluate the merits and risks of an investment in the securities, (b) there was no public offering or general solicitation with respect to the offering of such shares, (c) each Investor was provided with certain disclosure materials and all other information requested with respect to the Company, (d) each Investor acknowledged that all securities being purchased were being purchased for investment intent and were “restricted securities” for purposes of the Securities Act, and agreed to transfer such securities only in a transaction registered under the Securities Act or exempt from registration under the Securities Act and (e) a legend has been, or will be, placed on the certificates representing each such security stating that it was restricted and could only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

There were no underwriting discounts or commissions in connection with the above issuances.

Item 8.01           Other Events

On April 23, 2009, the Company issued a press release announcing the transactions described above along with other debt settlements.  A copy of the press release is attached hereto as Exhibit 99.1.

Item 9.01            Financial Statements and Exhibits.

(c) Exhibits.

Exhibit Number	Title of Document	Location
99.1	Press Release dated April 23, 2009	Attached

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BAYHILL CAPITAL CORPORATION
Date:  April 24, 2009	By:	/s/ Robert K. Bench
		Robert K. Bench
		Chief Executive Officer

EX-99.1

BayHill Capital Corporation                                                                                  NEWS RELEASE

10757 South Riverfront Parkway,

South Jordan, Utah 80112                                                                                     For Immediate Release at 4 p.m. MDT, www.bayhillcapital.comApril 23, 2009

BayHill Capital Corporation Announces Settlement of Debt and Liabilities

South Jordan, Utah, April 23, 2009--BayHill Capital Corporation (“BayHill” OTC Bulletin Board: BYHL- news), an Internet-enabled marketer reseller of communications products and services, today announced the settlement of secured and unsecured liabilities of $661,329 for a cash payment of $124,980 and issuance of 676,131 shares of common stock.  Prior to the issuance of these shares, the Company had outstanding 1,959,428 shares of common stock and no shares of preferred stock.  Additional financial information about BayHill is available from Bayhill or from the SEC in BayHill’s filings.

The Company used cash of $124,980 to settle $65,000 of secured debt and $158,600 in unsecured liabilities owed to non-related third parties, issued 404,350 shares of common stock to settle $161,740 in secured debt to affiliates, issued 98,307 shares to settle $98,307 in debt to a third party and issued 173,474 shares to settle $173,474 in liabilities and accrued compensation to affiliates.

The shares of Common Stock were “restricted securities” for purposes of the Securities Act, and can only be transferred if subsequently registered under the Securities Act or transferred in a transaction exempt from registration under the Securities Act.

Robert K, Bench, BayHill President and Chief Executive Officer stated: “The settlement of these obligations and liabilities completes our work over the past year to position the company for its strategic growth initiative of actively seeking to merge with or acquire one or more private companies to accelerate growth, and expand our revenue generating opportunities.  We believe an appropriate merger or an acquisition strategy will create a foundation to expand into new markets and acquire additional operating companies that will add new technologies, products, or services.  The Company’s current capital structure and shareholder base should create an excellent foundation to build increasing and lasting value for our shareholders and our merger or acquisition candidate’s stakeholders.”

About BayHill Capital Corporation

BayHill owns brands and operates companies related to Internet marketing and product distribution. Commission River, Inc., BayHill’s wholly-owned subsidiary, helps product vendors and advertisers identify and utilize effective marketing methods to find targeted customers. BayHill’s current brands and programs are used by thousands of web entrepreneurs who market a variety of products through the Internet on behalf of advertisers. For product advertisers, BayHill offers simplified access to a large customer market through an expert selling channel.

Through Commission River, BayHill offers a marketing and distribution channel for communication services and related technology products via its Web site, http://.www.commissionriver.com. Commission River’s robust marketing engine harnesses distribution channels featuring a prominent Internet presence, a network of independent agents and several affiliate groups, each having its own customized Web site.  BayHill’s agent-initiated sales generated through Commission River’s website, are fulfilled via proprietary software utilizing the Internet. Since September of 1999, BayHill sold, on behalf of its vendors and for its own account, services and products to approximately 875,000 customers worldwide.

Forward-Looking Statements

In addition to historical statements, the information set forth herein contains forward-looking statements that involve risks and uncertainties that might adversely affect BayHill’s operating results in the future in a material way.  Such risks and uncertainties include, without limitation, BayHill’s ability to implement, and obtain funding to carry out, its business and growth strategy, the consequences of the corporate restructuring, the possibility that BayHill’s proprietary customer base will not grow as management currently expects, BayHill’s possible inability to obtain additional financing, the possible lack of producing agent growth, BayHill’s possible lack of revenue growth, BayHill’s possible inability to add new lines of business,  products and services that generate increased sales, BayHill’s possible lack of cash flows, BayHill’s possible loss of key personnel, technological changes and the possibility of increased competition.  Many of these risks are beyond BayHill’s ability to forecast or control.

Source:                      BayHill Capital Corporation

 Contact: Robyn Farnsworth

 801-816-2529 voice

 801- 816-2527 fax

 robyn@bayhillgroup.com