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~~the

~~Date~~Securities ofExchange ~~report~~Act ~~(Date~~ of ~~earliest event reported): June 1, 2012 (May 25, 2012)~~1934

~~WebXU~~Date of report (Date of earliest event reported): October 29, ~~Inc.~~2012 (September 5, 2012)

Webxu, Inc.

(Exact name of registrant as specified in Charter)

Delaware		000-53095		26-0460511
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

~~11999~~3435 ~~San~~Ocean ~~Vicente~~Park Blvd., Suite ~~400~~107-282

~~Los~~Santa ~~Angeles~~Monica, CA ~~90049~~90405

(Address of Principal Executive Offices)

(310) 807-1765

(Registrant’s telephone number, including area code)

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 1.01 Entry into a Material Definitive Agreement.

~~On May~~We ~~25,~~signed ~~2012,~~an ~~WebXU,~~employment ~~Inc.~~offer ~~(the~~and ~~“Company”)~~agreement ~~entered~~letter ~~into a Management Agreement~~ (the “Employment Agreement”) ~~dated~~effective ~~May 23,~~as of ~~2012~~October ~~(but executed on May 25~~1, 2012) ~~with AJTJ Capital LLC~~ (the “~~AJTJ~~Effective ~~Capital~~Date”), ~~pursuant~~in toconnection ~~which~~with the ~~Company~~appointment ~~retained AJTJ~~of ~~Capital~~Mr. toKeith ~~provide~~Schaefer ~~certain~~as ~~management~~our ~~services,~~President ~~including sourcing, structuring~~ and ~~negotiating~~Chief Executive aOfficer. ~~potential~~The ~~business~~Employment ~~combination transaction~~Agreement is for ~~the~~a ~~Company~~3-year term.

~~The term~~Mr. ofSchaefer’s ~~the~~annual ~~Agreement~~base salary is ~~for a three year period~~$300,000 ~~but~~(“Base ~~may~~Salary”). He will be ~~terminated~~eligible ~~earlier~~for bya ~~mutual~~bonus ~~agreement,~~of ~~material breach, or by the Company~~up atto ~~any~~100% ~~time provided that the Company shall pay AJTJ Capital the sum~~ of $1his ~~million~~base ~~upon~~salary ~~the~~beginning ~~earlier~~with of the ~~Company~~2013 ~~thereafter raising~~fiscal $3year, ~~million~~as ~~or eighteen months.~~follows:

~~As payment for the services to be rendered by AJTJ Capital, the Company granted AJTJ Capital 5,000,000 shares of its common stock subject to~~ a ~~Restricted Stock Agreement dated May 23, 2012 (but executed on May 25, 2012) between the Company and AJTJ Capital (“Restricted Stock Agreement”)~~. ~~Under~~50% ~~the terms~~ of ~~the~~Base ~~Restricted~~Salary ~~Stock~~if ~~Agreement,~~our ~~the~~share ~~5,000,000~~price ~~shares of~~increases ~~common~~more ~~stock~~than ~~are~~150% toyear beover ~~issued~~year tocommencing ~~AJTJ Capital but held by the Company in escrow, subject to vesting. The common stock vests for AJTJ Capital according to the following schedule based~~ on the ~~Company’s~~Effective ~~Average Market Capitalization over any twenty day trading period:~~Date.

·b. ~~Average~~50% ~~Market~~of ~~Capitalization~~Base ofSalary ~~$75~~if ~~million~~our orEarnings Before Interest Taxes, Depreciation and Amortization increases more—1 than 30% year over year,~~666,666~~ ~~shares~~commencing ~~vest~~on the Effective Date.

·Mr. Schaefer ~~Average~~will ~~Market~~receive ~~Capitalization~~a grant of options to purchase on, the expiration of each calendar month of the Employment Agreement, at a strike price of Twenty Five Cent ($~~100~~0.25) ~~million~~per orshare ~~more—1~~Eighty-three Thousand Three Hundred Thirty-three and One-Third Shares (83,~~666~~333.33) of our Common Stock (the “Stock Option”). Over the life of the Employment Agreement,~~667~~ the ~~shares~~Stock ~~vest~~Options shall accumulate month-to-month and are fully vested and exercisable in accordance with the Company’s duly adopted stock option program.

·The Employment ~~Average~~Agreement ~~Market~~can ~~Capitalization~~be ofterminated ~~$150~~by ~~million~~either party for any or ~~more—1~~no reason. If either party terminates for any reason other than cause or if Mr. Schaefer terminates for good reason,~~666~~ and if in either case Mr. Schaefer signs a waiver and release of claims against us,~~667~~ ~~shares~~then ~~vest~~he will receive his base salary for the 6 months immediately following termination of the Employment Agreement, as well as his pro-rated bonus.

InA ~~the event of a sale of~~copy ~~the Company or a change~~ of ~~control during~~ the ~~term~~Employment of Agreement, ~~all~~is ~~unvested~~filed ~~shares~~with ofthis ~~common~~report ~~stock~~as ~~automatically~~Exhibit ~~vest~~10.1 ~~Any~~and ~~stock which~~is ~~has~~incorporated ~~not~~by ~~vested~~reference atherein. The foregoing ~~the~~description ~~termination or expiration~~ of the Employment Agreement ~~shall~~does benot ~~forfeited~~purport ~~and~~to ~~the~~be ~~shares~~complete ~~cancelled~~ and ~~returned to~~is ~~the~~qualified ~~Company. Furthermore,~~ in ~~the~~its ~~event~~entirety ofby reference ~~a stock split or recapitalization prior~~ to ~~vesting,~~ the ~~number~~full oftext ~~shares~~ of ~~common stock~~the isEmployment ~~subject to adjustment~~Agreement.

~~AJTJ~~Item ~~Capital has~~5.02 ~~also~~Departure ~~agreed as a part~~ of ~~the~~Directors ~~Restricted~~or ~~Stock~~Certain ~~Agreement~~Officers; ~~that~~Election ~~until~~of ~~its~~Directors; ~~shares~~Appointment ~~have~~of ~~vested,~~Certain ~~AJTJ~~Officers; ~~Capital~~Compensatory ~~shall~~Arrangements ~~vote the shares as directed by the Chief Executive Officer~~ of ~~the~~Certain ~~Company or his nominee~~Officers.

~~The~~(b) ~~foregoing~~Effective ~~summary~~September of5, ~~the terms of the Agreement and the Restricted Stock Agreement is qualified in its entirety by reference to the full text of the Agreement and the Restricted Stock Agreement~~2012, ~~copies~~Mr. ofJohn ~~which~~Ellis ~~are~~resigned ~~attached hereto~~ as ~~Exhibits~~our ~~10.1~~Chief ~~and~~Operating 10Officer.~~2 to this Current Report on Form 8-K and are incorporated herein by reference.~~

~~Item~~(c) ~~3.02~~On ~~Unregistered~~October 5, ~~Sales~~2012, our Board of ~~Equity~~Directors ~~Securities~~appointed Mr. Schaefer as Chief Executive Officer for a 3-year term, which began on October 1, 2012.

OnMr. Schaefer, ~~May~~age 2562, served ~~2012,~~in the U.S. Navy (1971-1974) and ~~also~~has asbeen ~~more~~a ~~fully~~senior member of management for the past 22 years ~~described~~including infrom ~~Item~~2011 1to 2012 at Moonshado, Inc.01 ~~above~~as President, ~~the~~CEO ~~Company issued~~and Director; from 2004 to ~~AJTJ~~2011 ~~Capital~~at ~~LLC~~BPL 5Global,~~000~~ Ltd as Founder,~~000~~ ~~shares~~President ofand ~~its~~CEO; ~~common~~from ~~stock,~~2002 ~~subject~~to 2004 at Constellation Partners as Executive Partner; from 2000 to ~~the~~2002 at Liquid ~~terms~~Thinking, Inc. as Founder, President and ~~conditions~~CEO; offrom ~~the~~1997 ~~Restricted~~to ~~Stock~~2000 ~~Agreement.~~at ~~Reference~~US isWeb/CKS ~~made~~as toExecutive Partner and Member of the ~~disclosures~~Executive ~~set~~Committee; ~~forth~~from in1995 ~~Item~~to 11997 at Cybernautics, Inc.01 ofas ~~this~~Co-founder, ~~Form~~President and CEO; from 1994 to 1995 8at Viacom, Inc. as Executive-KVice President; from 1993 to 1994 at Paramount Technology Group as Founder, President ~~which~~and ~~disclosures~~CEO; ~~are~~from ~~incorporated~~1991 ~~herein~~to by1992 ~~reference.~~at ~~The~~Computer ~~issuance~~Curriculum Corporation, a division of ~~the~~Paramount ~~shares~~Communications, Inc. as Chairman and CEO; during 1991 at Worlds of ~~common~~Wonder ~~stock~~as toPresident ~~AJTJ~~and ~~Capital~~CEO; ~~LLC~~from ~~was~~1985 to 1991 at NEC ~~exempt~~Technologies, ~~from~~Inc. ~~registration~~as ~~under~~Senior ~~the~~Vice-President ~~Securities~~and ~~Act~~General ~~pursuant~~Manager; from 1980 to ~~Section~~1984 ~~4(2)~~at ofAtari, ~~the~~Inc. ~~Securities~~as ~~Act~~Executive Vice-President.

2In connection with the appointment, we entered into the Employment Agreement described in Item 1.01, above. A copy of the Employment Agreement is filed with this report as Exhibit 10.1 and is incorporated by reference herein. The description of the Employment Agreement in Item 1.01 is also incorporated by reference herein, and the description does not purport to be complete and is qualified in its entirety by reference to the full text of the Employment Agreement.

(d) On October 5, 2012, our Board of Directors appointed Mr. Matt Hill, age 38, as Executive Chairman of the Board of Directors effective October 1, 2012. Mr. Hill previously served as our Chief Executive Officer and has been a member of our Board of Directors since July 27, 2011.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

Exh. No.		Description

10.1		Employment Agreement between the registrant and Keith Schaeffer, dated and accepted October 1, 2012

	10.1	Management Agreement dated May 23, 2012 (but executed on May 25, 2012) with AJTJ Capital LLC
	10.2	Restricted Stock Agreement dated May 23, 2012 (but executed on May 25, 2012) between the Company and AJTJ Capital LLC

SIGNATURES

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

	WebXU, Inc.
	Webxu, Inc.
Date: June 1, 2012	By:	/s/ Matt Hill
Date: October 29, 2012	By:	/s/ Matt Hill
		Matt Hill
	Matt Hill Chief Executive Officer
		Chief Executive Officer

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