UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WACHINGTON, D.C. 20549

FORM 12b-25

NOTIFICATION OF LATE FILING

Commission File Number:84-1089377

(Check One):         [ X ]  Form 10-K                                 [   ] Form 20-F                                [    ]  Form 11-K                                [  ]  Form 10-Q

[     ]  Form 10-D   [   ]  Form N-SAR   [    ]  Form N-CSR

For Period Ended: June 30,  2010

[    ]  Transition Report on Form 10-K                                                                [    ]  Transition Report on Form 20-F

[    ]  Transition Report on Form 11-K                                                                [    ]  Transition Report on Form 10-K

[    ]  Transition Report on Form N-SAR

Form the transition period ended:

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

PART I – REGISTRANT INFORMATION

BayHill Capital Corporation

Full Name of Registrant

_____________________

Former Name if Applicable

10757 South River Front Parkway, Suite 125

Address of Principal Executive Office (Street and Number_

South Jordan, Utah 84095

City, State and Zip Code

PART II – RULES 12b-25 (b) and (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25 (b), the following should be completed. (Check box if appropriate)

[ X ] (a)  The reasons described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;

[ X ] (b)  The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and

[    ] (c)  The accoutant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

PART III – NARRATIVE

State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Information relating to notes to the financial statements was unavailable at required time of filing.  In addition, the company entered into a significant agreement subsequent to year end (see 8-K filed on 2 September, 2010), but prior to the issuance of the report, that will require a subsequent event note and the information required for that note was not fully available at the required time of filing.

PART IV

OTHER INFORMATION

(1)    Name and telephone number of person to contact in regard to this notification

Bob Bench 801-362-2115

(2)   Have all other periodic reports required under Section 13 or 15(d) or the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed  If the answer is no, identify report(s).

[ X ] Yes  [    ] No

(3)   Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?

[    ] Yes  [ X ] No

If so:  attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

BayHill Capital Corporation

(Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned thereunto duly authorized.

Date:  September 14, 2010                                                                                By: /s/ Bob Bench