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): ~~August~~September 2023, 2015

Oxford City Football Club, Inc. (Exact name of registrant as specified in its charter)

(Exact name of registrant as specified in its charter)

Florida		000-54434		05-0554762
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

10 Fairway Drive, Suite 302, Deerfield Beach, FL		33441
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: 617.501.6766

(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 (17CFR 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~~SECTION ~~material~~1 ~~pursuant~~– toRegistrant’s ~~Rule~~Business ~~14a-12~~and ~~under the Exchange Act (17 CFR 240.14a-12)~~Operations

~~[ ] Pre-commencement~~Item ~~communications~~1.01 ~~pursuant~~Entry tointo ~~Rule~~a ~~14d-2(b)~~Material ~~under~~Definitive ~~the Exchange Act (17 CFR 240.14d-2(b))~~Agreement

~~[ ] Pre-commencement~~As previously ~~communications~~reported, ~~pursuant~~on toDecember ~~Rule~~1, ~~13e-4(c)~~2012, ~~under~~ the ~~Exchange~~Company ~~Act~~entered into a consulting agreement (17the ~~CFR~~“Agreement”) ~~240~~with GCE Wealth Inc.~~13e-4~~, a company controlled by our CEO, Thomas Guerriero (c“GCE”)). The description of the Agreement and the Agreement itself was filed on Form 8-K on December 7, 2012 with the Securities and Exchange Commission.

~~SECTION~~On September 323, –2015, ~~Securities~~the Agreement was amended (the “Amended and ~~Trading~~Restated ~~Markets~~Consulting Agreement”) to terminate all accrued compensation owing to GCE and to provide for an annual compensation of $500,000 payable in monthly installments.

~~Item~~A copy of ~~3.03~~the ~~Material~~Amended ~~Modification~~and ofRestated ~~Rights~~Consulting ofAgreement ~~Security~~is ~~Holders~~attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

~~Our~~SECTION ~~majority~~3 ~~shareholders~~– ~~and~~SECURITIES ~~our~~AND ~~board~~TRADING of directors approved an amendment to our Articles of Incorporation for the purpose of approving a reverse split of one to two thousand in which each shareholder of common stock, Series A Convertible Preferred Stock and Series B Convertible Preferred Stock will be issued one share of their respective class of capital stock in exchange for every two thousand shares of their respective class of currently issued capital stock.MARKETS

~~New~~Item ~~stock~~3.02 ~~certificates~~Unregistered ~~will~~Sales ~~be issued upon surrender~~ of ~~the~~Equity ~~shareholders’ old certificates.~~Securities

AOn September ~~copy~~23, of2015, ~~the~~we ~~Articles~~exercised ofour ~~Amendment~~rights under several promissory notes to convert the ~~Articles~~outstanding principal and accrued interest into shares of ~~Incorporation~~our common stock. The promissory notes provide that ~~was~~we ~~filed~~may ~~with~~prepay the ~~Florida~~notes ~~Secretary~~in ofcommon ~~State~~stock onprovided ~~August~~that any such prepayment ~~18,~~will ~~2015~~amount isto ~~attached~~one ~~hereto~~hundred asand ~~Exhibit~~thirty 3percent (130%) of the principal amount, which amount includes all accrued interest.1 ~~and~~The conversion price of our prepayment is ~~incorporated~~based byon ~~reference~~the ~~herein~~Weighted Average Price for the ten (10) trading days immediately preceding (but not including) the applicable repayment date.

~~In connection with the reverse split, we have the following new CUSIP number: 69141A201.~~ We ~~have~~elected to ~~submitted~~prepay the ~~required~~outstanding ~~information to~~promissory ~~FINRA~~notes ~~and~~into ~~received~~a antotal ~~effective date~~ of ~~August 21~~801,990 ~~2015.~~shares ~~Our~~of our common stock. ~~will~~The bestock ~~quoted~~is ~~under~~restricted ~~the symbol “OXFCD”~~ for a period of 20two ~~trading days~~years. ~~After 20 trading days, our common stock will resume trading under the symbol “OXFC.”~~

~~SECTION~~The issuance 5of –the ~~Corporate~~above ~~Governance~~shares was made in reliance upon an exemption from registration pursuant to Section 4(a)(2) under the Securities Act of 1933 and/or ~~Management~~Regulation D promulgated thereunder.

~~Item~~SECTION 5~~.03~~ ~~Amendments~~– toCORPORATE ~~Articles~~GOVERNANCE ofAND ~~Incorporation or Bylaws~~MANAGEMENT

~~The~~Item ~~disclosures~~5.02 ~~set~~Departure ~~forth~~of inDirectors ~~Item~~or ~~3.03~~Certain ~~are~~Officers; ~~incorporated~~Election byof ~~reference~~Directors; ~~into~~Appointment ~~this~~of ~~Item~~Certain ~~5.03.~~Officers; Compensatory Arrangements of Certain Officers

~~SECTION~~The information 9set –forth ~~Financial~~in ~~Statements~~Item ~~and~~1.01 ~~Exhibits~~is incorporated into this Item 5.02 by reference.

Section 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01 Financial Statements and Exhibits

Exhibit No.		Description
3.1		Articles of Amendment
10.1		Amended and Restated Consulting Agreement

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.

Oxford City Football Club, Inc. /s/ Thomas Guerriero Thomas Guerriero Chief Executive Officer Date: ~~August~~September 2024, 2015

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