UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 3, 2015
Date of Report (Date of earliest event reported): July 30, 2015
XHIBIT CORP. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation)	000-52678 (Commission File Number)	20-0853320 (IRS Employer Identification No.)

1520 E. Pima St., Phoenix, AZ 85034

(Address of principal executive offices) (Zip Code)

(602) 281-3554

(Registrant's telephone number)

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

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Section 18 - ~~Registrant’s~~Other ~~Business and Operations~~Events

Item 18.01. Other ~~Entry into a Material Definitive Agreement~~Events.

OnAs ~~April~~previously 3disclosed, ~~2015~~on January 22, ~~SkyMall~~2015, ~~LLC~~Xhibit Corp. (the "~~SkyMall~~Company") and its subsidiaries (collectively with the Company, anthe ~~indirect~~“Debtors”) ~~wholly-owned~~filed ~~subsidiary~~for relief under Chapter 11 of ~~Xhibit~~the ~~Corp~~Bankruptcy Code in the United States Bankruptcy Court for the District of Arizona (the “Bankruptcy Court”), thereby commencing bankruptcy cases jointly administered under Case No. 2:15-bk-00679-BKM (~~"Xhibit"~~the or“Bankruptcy Cases”). Subsequently, the ~~"Company"~~Bankruptcy Court appointed an Official Committee of Unsecured Creditors (the “Creditors’ Committee”). On June 22, ~~entered~~2015, ~~into~~the Debtors and the Creditor’s Committee filed an ~~Asset~~Amended ~~Purchase~~Joint ~~Agreement~~Plan ~~dated~~of asLiquidation Under Chapter 11 of ~~that~~the ~~date~~Bankruptcy byCode ~~and~~(the ~~between~~“Joint ~~SkyMall~~Plan”) with the Bankruptcy Court, aswhich ~~seller~~is described in the Amended Disclosure Statement for Joint Plan of Liquidation Under Chapter 11 of the Bankruptcy Code (the "Disclosure Statement"). The Disclosure Statement, ~~and~~to ~~SkyMall~~which ~~Holdings~~the ~~LLC~~Joint Plan is attached as Exhibit A, is furnished as ~~buyer~~Exhibit 99.1 to this Form 8-K. On June 24, ~~providing~~2015, ~~for~~the Bankruptcy Court approved the ~~sale~~Disclosure Statement for distribution to holders of aclaims ~~substantial~~for ~~portion~~purposes of ~~SkyMall's~~soliciting ~~assets~~votes to accept or reject the Joint Plan. The Bankruptcy Court has set August 5, 2015 as ~~described~~the ~~further~~hearing indate ~~Item~~for ~~2.01~~confirmation ~~below~~of the Joint Plan.

The ~~information~~Disclosure inStatement ~~Item~~and ~~2.01~~Joint ~~below~~Plan isare ~~incorporated~~available ~~into~~for ~~this~~review ~~Item~~at 1https://quarles.~~01 by this reference~~sharefile.com/d-sa1534890f1049018.

The ~~Asset~~following ~~Purchase~~brief ~~Agreement~~summary is ~~filed~~qualified asin ~~Exhibit~~its ~~99.1~~entirely by reference to ~~this~~the ~~report~~Disclosure Statement and the Joint Plan.

~~Section~~The 2Joint -Plan ~~Financial~~provides ~~Information~~that, upon its effective date, substantially all of the Debtors’ assets will be transferred to a liquidating trust. The liquidating trust will manage and distribute assets to creditors and equity interest holders in accordance with the Joint Plan and Liquidating Trust Agreement. All ownership interests in the Debtors, including Company common stock, par value $.0001 per share ("Xhibit Common Stock") will be cancelled on the effective date of the Joint Plan.

~~Item~~As ~~2.01~~set ~~Completion~~forth in the Joint Plan, each holder of ~~Acquisition~~an orAllowed ~~Disposition~~Equity Interest, which may include holders of ~~Assets~~Xhibit Common Stock, will be entitled to receive its pro rata share of the remaining net distributable proceeds, if any, realized by the liquidating trust after the payment in full of all claims (the "Claims"). The Claims are comprised of the following classes of Claims, among others:

On• ~~April~~Liquidating 3,Trust SkyMall closed the sale of a substantial portion of its assets pursuant to an auction sale process previously approved by the U.S. Bankruptcy Court and pursuant to an order (the "Sale Order") of the Bankruptcy Court entered on March 27, 2015. Since filing Chapter 11 bankruptcy petitions on January 22, 2015, SkyMall, Xhibit and Xhibit's other subsidiaries have been debtors and debtors-in-possession under Chapter 11 of the U.S. Bankruptcy Code in the U.S. Bankruptcy Court for the District of Arizona ("Bankruptcy Court"), in jointly administered Case No. 2:15-BK-00679-BKM.Expenses

~~The~~• ~~specified~~Allowed ~~SkyMall~~Administrative assets were sold to SkyMall Holdings LLC ("Buyer"), a newly formed subsidiary of C&A Marketing, Inc., pursuant to an Asset Purchase Agreement dated as of April 3, 2015 by and between SkyMall and Buyer. The total purchase price was $1,900,000, of which $1,000,000 was paid in cash at closing and $900,000 was paid by delivery of a two-year amortizing note issued by Buyer and C&A Marketing. The assets sold included the SkyMall name and related trademarks and the SkyMall.com website, but did not include real property interests, cash, cash equivalents, deposits, escrow funds, various claims and other specified excluded assets.Claims

~~SkyMall~~• ~~continues~~Allowed toPriority ~~market~~Tax its real estate assets for sale. With the exception of various transition services being provided by SkyMall to the Buyer and to Connexions Loyalty, Inc., the purchaser of SkyMall's loyalty business in September 2014, Xhibit and its subsidiaries have no remaining material ongoing business operations other than administrative activities relating to the Chapter 11 cases pending before the Bankruptcy Court.Claims

~~Filed~~• asAllowed ~~Exhibit~~Secured ~~99.2 to this report is the Promissory Note delivered by Buyer and C&A Marketing, Inc.~~Claims

• Allowed Priority Non-Tax Claims

• Allowed General Unsecured Claims.

As of June 11, 2015, the Debtors' primary assets were composed of the following:

• $2,435,071 in cash;

• The promissory note payable by the purchaser of the SkyMall, LLC operating assets in the unpaid principal amount of $900,000;

• The Debtors' interests in certain real property leases;

• The Retained Causes of Action described in Article IX of the Joint Plan; and

• The Debtors' interests in the escrowed funds held pursuant to the Membership Interest Purchase Agreement, dated as of September 8,

2014, relating the sale of SkyMall Ventures, LLC.

Although the exact amount of Claims that may be asserted against the Debtors’ bankruptcy estates cannot be known at this time, the Company expects that the total amount of Claims that will be asserted in the Bankruptcy Cases is likely to be far in excess of the value of the Debtors’ assets. As of June 15, 2015, as disclosed in the Disclosure Statement, claimants had indicated their intent to assert Claims in an aggregate amount in excess of $40 million. Accordingly, as disclosed previously, the Company expects that there will be no distribution for the benefit of the holders of Xhibit Common Stock.

The Joint Plan will become effective when and if it is confirmed by the Bankruptcy Court, as described in Article VI and Article VII of the Disclosure Statement, and all conditions precedent to effectiveness described in Article VIII of the Joint Plan have been satisfied.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

The following exhibits are ~~provided~~furnished herewith:

Exhibit Number Description

99.1 ~~Asset~~Amended ~~Purchase~~Joint ~~Agreement~~Plan ~~dated as~~ of ~~April~~Liquidation 3,under ~~2015~~Chapter by11 ~~and~~of ~~between~~the ~~SkyMall~~Bankruptcy Code, ~~LLC~~regarding ~~and~~Xhibit ~~SkyMall~~Corp. ~~Holdings~~et. ~~LLC~~al.

SIGNATURES

99.2 Promissory Note dated as of April 3, 2015 in the initial principal amount of $900,000 issued by SkyMall Holdings LLC and C&A Marketing, Inc.

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.

Dated: ~~April~~ July 730, 2015.

Xhibit Corp., a Nevada corporation

By: /s/ Scott Wiley

Scott Wiley, CFO and Acting CEO

Exhibit Index

Exhibit No.		Description
99.1		~~Asset~~Amended ~~Purchase~~Joint ~~Agreement~~Plan ~~dated as~~ of ~~April~~Liquidation 3,under ~~2015~~Chapter by11 ~~and~~of ~~between~~the ~~SkyMall~~Bankruptcy Code, ~~LLC~~regarding ~~and~~Xhibit ~~SkyMall~~Corp. ~~Holdings~~et. ~~LLC~~al.
99.2		Promissory Note dated as of April 3, 2015 in the initial principal amount of $900,000 issued by SkyMall Holdings LLC and C&A Marketing, Inc.

Filing Compare · Xhibit Corp.