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): May 29, 2008
Date of Report (Date of earliest event reported): November 14, 2008
TXP CORPORATION (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation)	000-49743 (Commission File Number)	88-0443110 (IRS Employer Identification No.)
1299 Commerce Drive, Richardson, Texas 75081 Telephone No.: (214) 575-9300 (Address and telephone number of Registrant's principal executive offices and principal place of business)

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 (see General Instruction A.2. below):

ྎ 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))

ྎ 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 1.01 Entry into a Material Definitive Agreement.

OnAs ~~May 29,~~previously ~~2008,~~reported in Current Reports on Form 8-K filed by TXP Corporation (the “Company”) ~~consummated~~with the aSecurities and Exchange Commission (the “SEC”) on June 2, 2008 and October 15, 2008, on May 29, 2008 the Company consummated a Securities Purchase Agreement (the “Purchase Agreement”) with YA Global Investments, L.P. (“YA Global”) providing for the sale by the Company to YA Global of its 12% secured convertible debentures in the aggregate principal amount of $5,750,000 (the “Debentures”), of which a $3,000,000 Debenture was issued on May 29, 2008 (the “First Closing”), a $1,500,000 Debenture ~~will~~was be issued on orAugust ~~about July 30~~14, 2008 (the “Second Closing”), and a $1,250,000 Debenture ~~will~~is scheduled to be issued on or about ~~October~~November 15, 2008 (the “Third Closing”). In addition, the Purchase Agreement provides for the issuance by the Company to YA Global of five-year warrants (the “Warrants”) to purchase an aggregate of 17,000,000 shares of common stock, of which a warrant to purchase 8,870,000 shares of common stock was issued on the First Closing, a warrant to purchase 4,430,000 shares of common stock ~~will~~was be issued on the Second ~~Second~~ Closing, and a warrant to purchase 3,700,000 shares of common stock will be be issued on the Third Closing, each exercisable into common stock a price equal to $0.20 per share, subject to adjustment as set forth in the ~~Warrants (the~~ ~~“Exercise Price”)~~Warrants.

~~The~~Under ~~Debentures mature on~~ the ~~third anniversary of the date of issuance (the~~ ~~“Maturity~~ ~~Date”) and bear~~original ~~interest~~Purchase atAgreement aand ~~rate~~as ~~equal~~amended toon ~~12%~~October ~~per~~15, ~~annum. In addition~~2008, the ~~Debentures~~Company ~~are~~must ~~convertible~~(i) atenter ~~any time~~ into ~~shares~~a ofcontract ~~common~~(or ~~stock~~series of ~~the~~contracts) ~~Company~~for atthe adevelopment and ~~conversion~~sale of ~~price~~optical ~~per~~network ~~share~~terminals ~~equal~~on toterms ~~$0.20,~~that ~~subject~~are satisfactory to ~~adjustment~~YA asGlobal ~~set forth~~ in ~~the~~total ~~Debentures~~value ~~(the~~of ~~“Conversion Price”). Beginning~~contracts, ~~on October 31~~counterparty, ~~2008~~ and ~~each~~gross ~~monthly~~product ~~anniversary~~margins ~~thereafter~~to ~~until~~the ~~paid in full~~Company, ~~the~~and ~~Company~~(ii) ~~will~~complete bean ~~required~~equity toraise ~~redeem~~resulting ~~the~~in ~~outstanding~~proceeds ~~principal~~to ~~amount~~the Company of ~~the~~at ~~Debentures~~least ~~in installments equal to~~ $~~167~~5,~~777 per month~~000,000 ~~in cash or in common stock~~ (collectively, the “~~Redemption Shares~~Milestones”). ~~at the~~If the Company’s ~~option~~fails ~~and~~to ifachieve ~~certain~~at ~~additional~~least ~~conditions~~one ~~are~~of ~~met,~~the atMilestones aon ~~per~~or ~~share~~before ~~price~~November ~~equal~~15, to2008, then the ~~lesser~~third ofclosing ~~(i)~~will ~~the~~not ~~Conversion~~occur ~~Price,~~and orYA ~~(ii)~~Global ~~a 25% discount~~will tohave the ~~lowest~~right ~~daily~~to ~~volume~~require ~~weighted average price for~~ the ~~common~~Company ~~stock~~to ~~for~~sell the ~~20 trading~~ ~~days~~business ~~prior~~or to the ~~redemption~~assets ~~payment~~of ~~date; provided~~its ~~that, the Redemption~~iPhotonics ~~Share~~business ~~component~~unit ofbefore ~~each~~January ~~redemption~~31, ~~payment~~2009. ~~will~~The beCompany ~~limited~~shall toapply ~~15%~~at ~~of the~~least ~~dollar~~80% ~~value~~ of the ~~common~~proceeds ~~stock~~of ~~traded~~any ~~over~~such ~~the~~sale ~~previous~~directly 30from ~~trading days. Moreover,~~ the ~~Company~~sale ~~has~~towards the ~~right to redeem a portion or all amounts~~ ~~outstanding under the Debentures prior to the Maturity Date at a 20%~~ redemption ~~premium~~ ~~provided that no event~~ of ~~default~~the ~~has occurred or is continuing~~debentures.

~~The~~On ~~Company's~~November ~~obligations~~18, ~~under~~2008, the ~~Purchase~~Company ~~Agreement~~ and ~~the~~YA ~~Debentures~~Global ~~are secured~~entered byinto ~~all~~a ofWaiver ~~the Company's intellectual property~~ and ~~assets; provided~~Agreement ~~that,~~(the “Waiver ~~the~~Agreement”) ~~security~~pursuant ~~interest~~to inwhich ~~the~~YA ~~Company’s~~Global ~~assets~~(i) iswaived, ~~second~~until inDecember ~~priority~~15, to2008, ~~certain~~its ~~liens~~right ~~granted~~to require by the Company into ~~favor~~sell ofthe ~~First~~iPhotonics ~~Community~~business ~~Bank~~unit ~~(f/k/a~~for ~~First~~the ~~Bank of~~Company’s ~~Canyon~~failure ~~Creek).~~to Inreach ~~addition~~a Milestone, ~~Michael~~and C.(ii) ~~Shores,~~acknowledged ~~the~~that ~~President~~if ~~and~~a ~~Chief~~Milestone ~~Executive~~is ~~Officer~~met by ofDecember ~~the~~15, ~~Company~~2008, ~~has~~YA ~~guaranteed~~Global ~~the~~will ~~Company’s~~not ~~obligations~~have ~~under~~ the ~~Purchase~~ ~~Agreement~~right ~~and the Debentures up~~ to arequire ~~maximum~~the ~~of $500,000; provided~~Company ~~that, such guaranty~~to ~~will~~sell ~~terminate~~the ~~when~~iPhotonics ~~the~~business ~~Company~~unit. ~~has~~In ~~entered~~addition, ~~into~~under athe ~~replacement~~Waiver ~~loan~~Agreement to the Company’s ~~$500,000~~agreed ~~line~~that ofits ~~credit~~failure ~~with~~to ~~First~~achieve ~~Community~~a ~~Bank~~Milestone onby ~~similar~~December ~~terms~~15, ~~and~~2008 will ~~the~~be ~~Company~~an ~~has~~Event ~~received~~of ~~proceeds~~Default ~~from~~(as ~~such~~defined ~~loan~~in ofthe atMay ~~least~~2008 transaction ~~$500,000~~documents).

~~Under~~Item the Purchase Agreement, the Company must (i) enter into a contract (or series of contracts) for the development and sale of optical network terminals on terms that are satisfactory to YA Global in total value of contracts, counterparty, and gross product margins to the Company, and (ii) complete an equity raise resulting in proceeds to the Company of at least $5,000,000 (collectively, the “Milestones”)2. ~~If the~~02. ~~Company~~Results ~~fails to achieve at least one~~ of ~~the~~Operations ~~Milestones on or before October 15, 2008, then the Third Closing will not occur~~ and YAFinancial ~~Global will have the right to require the Company to sell the business or the assets of its iPhotonics business unit before December 31, 2008~~Condition. ~~The Company shall apply at least 80% of the proceeds of any such sale directly from the sale towards the redemption of the Debentures.~~

2On November 14, 2008, the Company issued a press release announcing its results for the three months ended September 30, 2008, and certain other information, a copy of which is attached hereto as Exhibit 99.1.

In ~~connection~~accordance with ~~the~~General ~~Purchase~~Instruction ~~Agreement,~~B.2 ~~the Company also entered into a registration rights agreement (the “Registration Rights Agreement”) providing for the filing~~ of aForm ~~registration~~8-K, ~~statement (~~the ~~“Registration Statement”) with the~~information ~~Securities~~in ~~and Exchange Commission registering 100% of the shares of common~~this ~~stock~~Current ~~issuable~~Report ~~upon~~on ~~conversion~~Form of8-K, ~~the~~including ~~Debentures~~Exhibit ~~and exercise of the Warrants within 30 days of receipt of written demand of YA Global~~99.1, ~~The~~shall ~~Company~~not ~~is obligated to use its best efforts to cause the Registration Statement to~~ be ~~declared~~ ~~effective~~deemed ~~no later than 120 days after filing and~~ to ~~ensure that the~~ ~~registration statement remains in effect until all of the shares of common~~be ~~stock issuable~~“filed” ~~upon~~for ~~conversion~~purposes of ~~the~~Section ~~Debentures~~18 ~~and exercise~~ of the Warrants have been sold or may permanently be sold. In the event of a default of its obligations under the Registration Rights Agreement, including its agreement to file the Registration Statement with the Securities ~~and~~ Exchange ~~Commission~~Act ~~no later than 30 days from receipt~~ of ~~a written demand from YA Global~~1934, ~~or if the Registration Statement~~as ~~is not~~amended ~~declared effective within 120 days of filing,~~ (the ~~Company will be required pay to YA Global, as liquidated damages (~~“~~Liquidated~~Exchange ~~Damages~~Act”), ~~for each month that the registration statement has not been filed~~ or ~~declared~~ ~~effective,~~otherwise assubject ~~the case may be, a cash amount equal~~ to ~~2% of~~ the ~~liquidated value~~ liability of ~~the~~that ~~Debentures. Notwithstanding the foregoing~~section, ~~the~~and ~~Company~~ shall not be ~~liable~~incorporated ~~for~~by ~~Liquidated~~reference ~~Damages~~into ~~with respect to~~ any ~~Warrants~~registration statement or ~~warrant~~other ~~shares~~document ~~and the~~filed ~~maximum~~under ~~aggregate~~the ~~Liquidated~~Securities ~~Damages~~Act ~~payable~~of to1933, YAas ~~Global~~amended, byor the ~~Company~~Exchange Act, except ~~if any,~~as shall be ~~24%~~expressly ofset ~~the~~forth ~~aggregate purchase price paid~~ by YAspecific ~~Global~~reference ~~pursuant~~in such ~~to the Purchase Agreement~~filing.

On May 29. 2008, Mr. Shores granted YA Global a five-year option to purchase an aggregate of 35,000,000 shares of common stock of the Company beneficially owned by Mr. Shores at an exercise price equal to $0.01 per share, of which the option to purchase 18,261,000 shares vested on the First Closing, the option to purchase 9,130,000 shares vests on the Second Closing, and the option to purchase 7,609,000 shares vests on the Third Closing.

In addition, on May 29, 2008 the Company amended its outstanding warrants and notes issued to YA Global pursuant to the Company’s June 2006 and March 2007 private placements. The June 2006 and March 2007 warrants to purchase an aggregate of 3,700,000 and 3,850,000 shares of common stock, respectively, were amended to reduce the exercise prices to $0.20 per share. The March 2007 notes in the aggregate principal amount of $4,000,000 were amended to reduce the conversion prices to $0.20 per share. Also, the interest rates were increased to 12% per annum and mandatory redemption payments by the Company in the amount of $100,000 per month, consisting of accrued and unpaid interest and principal, will commence on October 31, 2008.

The Company claims an exemption from the registration requirements of the Act for the private placement of these securities pursuant to Section 4(2) of the Act and/or Regulation D promulgated thereunder since, among other things, the transaction did not involve a public offering, YA Global is an accredited investors and/or qualified institutional buyers, YA Global had access to information about the Company and their investment, YA Global took the securities for investment and not resale, and the Company took appropriate measures to restrict the transfer of the securities.

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

See Item 1.01 above.

Item 3.02 Unregistered Sales of Equity Securities.

See Item 1.01 above.

Item 9.01 Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

Not applicable.

(b) Pro forma financial information.

Not applicable.

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(d) Exhibits.

Exhibit Number		Description
10.1		~~Securities~~Waiver ~~Purchase~~and Agreement dated as of ~~May~~November 2918, 2008 by and between TXP Corporation and YA Global Investments, L.P.
10.2		Secured Convertible Debenture of TXP Corporation dated as of May 29, 2008 issued to YA Global Investments, L.P.
99.1		Press Release of TXP Corporation dated as of November 14, 2008.
10.3		Form of Warrant to Purchase Common Stock of TXP Corporation.
10.4		Registration Rights Agreement dated as of May 29, 2008 by and between TXP Corporation and YA Global Investments, L.P.
10.5		Security Agreement dated as of May 29, 2008 by TXP Corporation in favor of YA Global Investments, L.P.
10.6		Intellectual Property Security Agreement dated as of May 29, 2008 by TXP Corporation in favor of YA Global Investments, L.P.
10.7		Common Stock Purchase Option of Michael C. Shores dated as of May 29, 2008 issued to YA Global Investments, L.P.
10.8		Guaranty of Michael C. Shores dated as of May 29, 2008 in favor of YA Global Investments, L.P.
10.9		Amendment to Common Stock Purchase Warrant CCP-1-2/A of TXP Corporation.
10.10		Amendment to Common Stock Purchase Warrant CCP-2-2/A of TXP Corporation.
10.11		Amendment to Secured Convertible Note TXP 2-1 of TXP Corporation.
10.12		Amendment to Secured Convertible Note TXP 2-2 of TXP Corporation.

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SIGNATURES

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

	TXP CORPORATION
Date: June 2, 2008	By:	/s/ Michael C. Shores
Date: November 19, 2008	By:	/s/ Michael C. Shores
		Michael C. Shores
		Chief Executive Officer

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