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): September 2324, 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))

SECTION 1 – Registrant’s Business and Operations

Item 1.01 Entry into a Material Definitive Agreement

As previously reported, on December 1, 2012, the Company entered into a consulting agreement (the “Agreement”) with GCE Wealth Inc., a company controlled by our CEO, Thomas Guerriero (“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.

On September 23, 2015, the Agreement was amended (the “Amended and Restated Consulting Agreement”) to terminate all accrued compensation owing to GCE and to provide for an annual compensation of $500,000 payable in monthly installments.

A copy of the Amended and Restated Consulting Agreement is attached to this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.

SECTION 3 – SECURITIES AND TRADING MARKETS

Item 3.02 Unregistered Sales of Equity Securities

On September 23, 2015, we exercised our rights under several promissory notes to convert the outstanding principal and accrued interest into shares of our common stock. The promissory notes provide that we may prepay the notes in common stock provided that any such prepayment will amount to one hundred and thirty percent (130%) of the principal amount, which amount includes all accrued interest. The conversion price of our prepayment is based on the Weighted Average Price for the ten (10) trading days immediately preceding (but not including) the applicable repayment date.

We elected to prepay the outstanding promissory notes into a total of 801,990 shares of our common stock. The stock is restricted for a period of two years.

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

SECTION 5 – CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

~~The~~On ~~information~~September ~~set~~24, ~~forth~~2015, inthe ~~Item~~Company’s ~~1.01~~Board isof ~~incorporated~~Directors ~~into~~appointed ~~this~~Sven ~~Item~~Hall, ~~5.02~~Tony byLindsay ~~reference~~and Yoseph Shalev to serve as members of the Board of Directors.

~~Section~~Sven ~~9 – FINANCIAL STATEMENTS AND EXHIBITS~~Hall

~~Item 9~~Mr.01 ~~Financial~~Hall has ~~Statements~~years of experience in engineering and ~~Exhibits~~held several positions with Saab Scania AB, Saab Training Systems AB, Saab Scania Combitech AB and Saab Wood AB from 1975 to 1987. Most recently, from 2004 to the present, he has been the CEO for Ateco, a Swedish company in the fire alarm business.

Exhibit No.		Description
10.1		Amended and Restated Consulting Agreement

Mr. Hall does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Mr. Hall is qualified to serve on the Company’s Board of Directors because of his experience and expertise in management. His initial term shall last until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws.

Tony Lindsay

From 2014 to the present, Mr. Lindsay has been the owner of Silver Rain Investments LLC, a firm that helps clients locate discounted homes for investment purposes. From 2004 to the present, Mr. Lindsay has also been a real estate broker in Gig Harbor Washington.

Mr. Lindsay does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Mr. Lindsay is qualified to serve on the Company’s Board of Directors because of his experience and expertise in real estate matters. His initial term shall last until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws.

Yoseph Shalev

Yoseph Shalev, MD, is currently Section Head of Cardiology for Wheaton Franciscan Health Care in St. Jospeh’s Hospital, Milwaukee, WI. A primary investigator for national and international grant-funded studies and co-investigator for many others. He lectures frequently on advances in managing congestive heart failure and acute ischemic syndromes. Dr. Yoseph Shalev is a reviewer for Sports Medicine, Catheterization and Cardiovascular Diagnosis, and Journal of the American College of Cardiology. He has published original articles and presented abstracts at scientific meetings of the American College of Cardiology and the American Heart Association, as well as abroad.

Board certified in Cardiology, Interventional Cardiology and Internal Medicine, Dr. Shalev has also been Clinical Adjunct Associate Professor, Department of Medicine at the University of Wisconsin School of Medicine and Public Health, Aurora Sinai/Aurora St. Luke’s Medical Canters, in Milwaukee, Wisconsin.

Dr. Shalev holds an M.D. Degree from School of Medicine of the Hebrew University, Hadassah, Jerusalem in 1973. He completed an internship from 1973 to 1974 at Kaplan Hospital, Rehovot, Israel. He has a fellow in Cardiology, Clinical Cardiology and Interventional Cardiology from Kaplan Hospital, Rehovot, Israel, and University of Wisconsin Medical School (Milwaukee Clinical Campus), Sinai Samaritan Medical Center, Milwaukee, Wisconsin from 1984 to 1990.

Dr. Shalev does not hold and has not held over the past five years any other directorships in any company with a class of securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of Section 15(d) of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Dr. Shalev is qualified to serve on the Company’s Board of Directors because of his experience and expertise in teaching and developing curriculum. His initial term shall last until the next annual meeting of the shareholders or until removed by other action as allowed by the corporate bylaws.

There were no arrangements or understandings between any of the above named Directors and any other persons pursuant to which such individual was selected as a Director of our company.

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: September 2425, 2015

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