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): ~~January~~May 524, 2007

TWL Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

Utah	~~000-08924~~	0-8924		73-0981865
_____________________ (State or other jurisdiction	_____________ (Commission			______________ (I.R.S. Employer
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)
of incorporation)	File Number)			Identification No.)
4101 International Parkway Carrollton, Texas				75007
4101 International Parkway Carrollton, Texas			75007
(Address of principal executive offices)				(Zip Code)
_________________________________ (Address of principal executive offices)			___________ (Zip Code)

Registrant’s telephone number, including area code:

(972) 309-4000

Not Applicable Former name or former address, if changed since last report

~~______________________________________________~~Copies to:

~~Former~~Darrin ~~name or former address~~M. Ocasio, ~~if changed since last report~~ Esq.

Sichenzia Ross Friedman Ference LLP

1065 Avenue of the Americas

New York, New York 10018

Phone: (212) 930-9700

Fax: (212) 930-9725

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 21.~~04. Triggering Events~~01 ~~that~~Entry ~~Accelerate~~into ~~or Increase~~ a ~~Direct~~Material ~~Financial~~Definitive ~~Obligation or an Obligation Under an Off-Balance Sheet Arrangement~~Agreement.

On ~~January 5~~May 24, 2007, TWL Corporation (the "Company") received an additional $282,000 of gross proceeds (the “~~TWL~~Proceeds”) ~~determined~~pursuant ~~that~~to itthe ~~could~~sales ~~not~~by ~~pay~~the Company in its ~~certain~~private ~~obligations~~placement offering, as ~~and~~previously ~~when~~reported ~~they~~in ~~shall~~the ~~become~~Company’s ~~due~~Current Report ~~and~~on ~~payable~~Form 8-K filed with the U.S. ~~TWL’s~~Securities and Exchange Commission on ~~inability~~May 8, to2007. ~~meet~~The ~~its~~Company ~~obligations~~sold asan ~~they~~aggregate ~~become~~of ~~due~~9,400,000 ~~represents~~shares an(the ~~event~~“Shares”) of its ~~default~~common ~~under~~stock, ~~and~~no ~~accelerates~~par ~~its~~value ~~payment~~per ~~obligations~~share, inat ~~connection~~a ~~with,~~price of $0.03 per Share. The Shares ~~the~~were sold pursuant to Common Stock Subscription Agreements entered into by ~~15%~~and between ~~senior~~the ~~secured~~Company ~~convertible~~and ~~debenture~~the purchasers signatories thereto (the “~~Debenture~~Purchasers”). The ~~causing~~Company italso granted piggy back registration rights to ~~become~~the Purchasers. ~~due~~The net ~~and~~proceeds ~~payable~~of ~~immediately, together with~~the ~~interest~~Offering ~~and~~are ~~other~~expected ~~amounts~~to ~~owing~~be inused ~~respect~~as ~~thereof.~~general ~~Specifically,~~working ~~TWL’s~~capital ~~determination~~of, ~~with~~and ~~respect~~reduction toof ~~the~~vendor ~~Debenture~~payables isby, asthe ~~follows:~~Company.

~~Accrued~~The ~~interest~~Company ofclaims ~~$337,500,~~an ~~due~~exemption ~~January~~from 1,the ~~2007~~registration onrequirements of the ~~Debenture~~Act infor the private placement of these securities pursuant to Section 4(2) of the ~~principal~~Act ~~amount~~and/or ofRegulation $4D promulgated thereunder since,~~500~~ among other things,~~000,~~ ~~and~~the transaction asdid ofnot ~~January~~involve 10a public offering, ~~2007~~the ainvestors ~~late~~were ~~fee~~accredited investors atand/or qualified institutional buyers, the ~~rate~~investors ofhad access to ~~18% on~~information about the ~~accrued~~Company ~~interest~~and intheir investment, the ~~amount~~investors oftook $3the securities for investment and not resale,~~750.~~ and the Company took appropriate measures to restrict the transfer of the securities.

TWL is currently negotiating to extend the terms of this debt instrument; however, there can be no assurance that the Company will be able to extend such term with the investor.

Item 9.01 Financial Statements and Exhibits.

(d) Index of Exhibits.

None.

Exhibit Number		Description

10.1		Form of Common Stock Subscription Agreement entered into by and among TWL Corporation and the purchasers signatories thereto. (Incorporated by referent to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 8, 2007).

10.2		Form of Registration Rights Agreement entered into by and among TWL Corporation and the purchasers signatories thereto. (Incorporated by referent to the Company’s Current Report on Form 8-K filed with the U.S. Securities and Exchange Commission on May 8, 2007).

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.

	TWL Corporation	~~TWL Corporation~~
January 17, 2007		By:	/s/ Dennis J. Cagan
June 14, 2007	By:	/s/ Patrick Quinn
			Name: Dennis J. Cagan
		Name: Patrick Quinn
			Title: Chief Executive Officer and President
		Title: Chief Financial Officer

Filing Compare · TWL CORP