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)~~: ~~June~~September 2730, ~~2007~~2008

Date of Earliest Event Reported: September 8, 2008

TWL Corporation

__________________________________________

(Exact name of registrant as specified in its charter)

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

4101 International Parkway Carrollton, Texas		75007
(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:

Darrin M. Ocasio, 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:

o ¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1 2.0104 ~~Entry~~Triggering ~~into~~Events That Accelerate or Increase a ~~Material~~Direct ~~Definitive~~Financial ~~Agreement~~Obligation or an Obligation under an Off-Balance Sheet Arrangement.

On ~~June 27~~September 13, ~~2007~~2008, TWL Corporation (the "“Company"”) received ana ~~additional~~Notice ~~$1,215,000~~ of Default ~~gross~~on ~~proceeds~~Senior Secured Convertible Debenture (the “~~Proceeds~~Default Notice”) ~~pursuant~~from toTrinity Investment, ~~the~~G.P. ~~sales~~(“TIGP”), bya ~~the~~California ~~Company~~general inpartnership ~~its private~~controlled ~~placement~~by ~~offering~~Laird Q. ~~(the “Offering”)~~Cagan, asa ~~previously~~member ~~reported~~and inChairman of the Company’s ~~Current~~Board ~~Reports~~of Directors. The onDefault ~~Form~~Notice ~~8-K~~notified ~~filed~~the ~~with~~Company ~~the~~that ~~U.S.~~an ~~Securities~~event ~~and~~of ~~Exchange~~default ~~Commission~~has onoccurred ~~March~~under ~~20,~~the ~~May~~15% 8Senior ~~and~~Secured ~~June~~Convertible ~~14,~~Debentures ~~2007,~~of ~~respectively. The~~the Company, ~~sold~~aggregate anprincipal ~~aggregate~~amount of 34$8,~~983~~860,~~334~~000, ~~shares~~held ~~(the~~by ~~“Shares”)~~TIGP, ofand ~~its~~that ~~common~~the ~~stock,~~full noamount ~~par~~of ~~value~~principal ~~per~~and ~~share,~~accrued atinterest aand ~~price~~other ofamounts ~~$0.03~~are ~~per Share. The Shares~~immediately ~~were sold~~due ~~pursuant~~and topayable ~~Common~~thereunder. Subsequent ~~Stock~~discussions ~~Subscription~~with ~~Agreements entered into by and~~TIGP ~~between~~indicated that the ~~Company~~specific ~~and~~triggering ~~the~~events ~~purchasers~~of ~~signatories~~default ~~thereto~~included (the ~~“Purchasers”).~~Company’s ~~The~~default ~~Company~~under ~~also~~its ~~granted~~lease ~~piggy~~for ~~back~~its ~~registration~~offices ~~rights~~located toat ~~the~~4101 ~~Purchasers.~~International Parkway, ~~The net~~Carrollton, ~~proceeds~~Texas of (the ~~Offering~~“Lease”), ~~are~~and ~~expected~~the Company’s failure to bepay ~~used~~its debts generally as ~~general~~they ~~working~~become ~~capital of~~due, ~~and~~including ~~reduction~~its ofpayments ~~vendor~~due ~~payables~~under ~~by,~~ the ~~Company~~ Lease.

~~Out of the~~Item ~~Proceeds,~~5.02 ~~the~~Departure ~~Company paid commissions~~ of ~~$121,500. For~~Directors ~~more information~~or ~~please~~Certain ~~see~~Officers; ~~the~~Election ~~Current~~of ~~Report~~Directors; onAppointment ~~Form~~of ~~8-K~~Certain ~~filed~~Officers; byCompensatory ~~the~~Arrangements ~~Company on March~~of ~~20,~~Certain ~~2007, which is incorporated herein by reference~~Officers.

AsOn ofSeptember 8, 2008, Dennis J. Cagan resigned from the ~~date~~ Board of ~~this~~Directors ~~Current~~of Company. In ~~Report~~a resignation letter dated September 8, ~~the~~2008, ~~Company~~Mr. ~~has~~Cagan stated ~~received~~that ~~aggregate~~his ~~gross~~resignation ~~proceeds~~was a result of his input to the Board and certain senior managers of ~~$2,777,000~~the ~~from~~Company not being reflected in the ~~Offering~~Company’s current direction.

~~The~~On ~~Company~~September ~~claims~~10, an2008, ~~exemption from~~ the ~~registration~~Board ~~requirements~~ of ~~the~~Directors ~~Act for the~~removed ~~private~~Danny ~~placement~~Hammett ofas ~~these~~the ~~securities~~Chief Executive ~~pursuant~~Officer ~~to Section 4(2)~~ of the ~~Act and/or~~ ~~Regulation~~Company Dand ~~promulgated~~appointed ~~thereunder~~Patrick ~~since,~~R. ~~among other things~~Quinn, the Company’s ~~transaction~~current ~~did~~Chief ~~not~~Financial ~~involve a public offering~~Officer, as the ~~investors~~Chief ~~were~~Executive ~~accredited investors and/or qualified institutional buyers~~Officer, ~~the investors had access~~President, ~~to information~~Chief ~~about~~Financial ~~the~~Officer, ~~Company~~Treasurer, Secretary and ~~their~~member ~~investment,~~of the ~~investors~~Board ~~took the~~of ~~securities~~Directors ~~for~~of ~~investment and not resale, and~~ the Company ~~took appropriate measures to restrict the transfer of the securities~~.

~~Item~~Mr. Quinn 3served as the Company’s Chief Financial Officer since May 2005.02 Prior to ~~Unregistered~~joining ~~Sales~~the Company, Mr. Quinn was employed by Primedia Workplace Learning, a wholly-owned subsidiary of ~~Equity~~Primedia ~~Securities~~Inc., as Chief Financial Officer from March 2004 to May 2005. From 2000 to 2003, Mr. Quinn was Chief Financial Officer for Fusion Laboratories, Inc., and from 1997 to 2000 Mr. Quinn was Chief Financial Officer of B.R. Blackmarr & Associates, until its merger into BrightStar Information Technology Corp where he served as the Controller until his departure in 2000. From 1989 to 1997, Mr. Quinn was Vice President/Chief Financial Officer for Affiliated Computer Systems/Precept. Mr. Quinn has also been an adjunct professor of finance in the MBA program at the University of Dallas.

~~See~~There are ~~Item~~no 1arrangements or understandings between Mr.01 Quinn and any other persons pursuant to which Mr. Quinn was selected as a director. Mr. Quinn is not currently appointed, nor currently expected to be appointed, to any committee of the Company’s Board of Directors.

On September 30, 2008, Laird Q. Cagan resigned as a member and Chairman of the Board of Directors of the Company.

Item 8.01

Other Events.

On September 29, 2008, after review of the Company’s operations, the Board of Directors of the Company determined by unanimous consent that the Company will no longer be able to continue ongoing business operations. Further, it was determined that the Company will not be able to file its Annual Report on Form 10-K for the year ended June 30, 2008 The Company is exploring wind-down options, including filing for bankruptcy protection and the possible sale of assets.

Item 9.01

Financial Statements and Exhibits.

(d) ~~Index of~~ Exhibits.

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).
17.1		Dennis Cagan Letter of Resignation, dated September 8, 2008.
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
July 5, 2007	By:	/s/ Patrick Quinn
September 30, 2008	By:	/s/ Patrick Quinn
		Name: Patrick Quinn
		Title: Chief Financial Officer
		Title: Chief Executive Officer

Index to Exhibit

Exhibit Number		Description
17.1		Dennis Cagan Letter of Resignation, dated September 8, 2008.

Filing Compare · TWL CORP