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): March 19, 2010

Date of Report (Date of earliest event reported): March 15, 2010

XCORPOREAL, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	001-33874	75-2242792
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

80 Empire Drive, Lake Forest, CA 92630

(Address of principal executive offices) (Zip Code)

(949) 600-4640

(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:

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 1.01 Entry into a Material Definitive Agreement

InAsset ~~connection~~Purchase with the sale of substantially all of the assets of Xcorporeal, Inc., a Delaware corporation (the “Company”), approved by the stockholders of the Company at the Special Meeting (as defined below) described in Item 5.07 of this Current Report on Form 8-K, the Company and Dr. Victor Gura, the Company’s Chief Medical and Scientific Officer, have entered into the Gura Agreement ~~(as~~Amendment ~~defined below) that provides Dr~~No. ~~Gura with certain payments and benefits, as more fully described in Item 5.02(e) on this Current Report on Form 8-K.~~2

~~In addition,~~On inMarch ~~connection~~19, ~~with~~2010, Xcorporeal, Inc. (the “Company”), ~~entering~~a ~~into~~Delaware ~~the~~corporation, ~~Gura~~Xcorporeal ~~Agreement~~Operations, ~~the~~Inc., ~~Company~~a ~~also~~Delaware ~~entered~~corporation ~~into~~and a ~~Settlement~~wholly ~~Agreement~~owned ~~and~~subsidiary ~~Material~~of ~~Release (~~the ~~“SMRH~~Company ~~Agreement~~(“Operations”), toNational ~~satisfy~~Quality DrCare, Inc., ~~Gura’s~~a ~~and~~Delaware ~~the~~corporation ~~Company’s~~(“NQCI”, ~~payment obligation for~~and ~~certain~~collectively ~~legal~~with ~~services~~the ~~rendered~~Company byand ~~Sheppard~~Operations, ~~Mullin~~the ~~Richter~~“Sellers”), &and ~~Hampton~~Fresenius ~~LLP~~USA, Inc. (the “~~SMRH~~Purchaser”), toa ~~Dr.~~Massachusetts ~~Gura. Such~~corporation ~~payment~~and ~~obligation~~a bywholly ~~the~~owned subsidiary ~~Company~~of toFresenius ~~SMRH on~~Medical DrCare Holdings, Inc., entered ~~Gura’s~~into ~~behalf~~Amendment No. ~~arose~~2 ~~pursuant~~(the “Amendment”) to the ~~terms~~Asset ofPurchase ~~that~~Agreement, ~~certain~~dated ~~Indemnification~~December 14, 2009 ~~Agreement~~and amended February 8, 2010 (the “~~Indemnification Agreement~~APA”), ~~dated~~by asand ofamong ~~October~~the ~~13,~~Sellers ~~2006,~~and the ~~between~~Purchaser. The Amendment provides that the ~~Company~~consent of Technion Research and ~~Dr.~~Development ~~Gura~~Foundation and certain other parties would not be required deliverables for purposes of consummating the transactions contemplated by the APA.

~~Item~~The Amendment is attached as Exhibit 10.1 to this Current Report on Form 8-K.02 A ~~Termination~~copy of the APA was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on December 18, 2009 and a ~~Material~~copy ~~Definitive~~of ~~Agreement~~Amendment No. 1 to the APA was filed as Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on February 12, 2010. The summary of the terms of the Amendment and the APA herein is qualified in its entirety by reference to the complete text of the Amendment and the APA and the Amendment and the APA are incorporated by reference herein.

~~Dr.~~Liquidating ~~Gura’s~~Trust ~~Employment~~ Agreement, dated as of November 30, 2006, shall be terminated as described in Item 5.02(e) below by Dr. Gura’s resignation from his position as Chief Medical and Scientific Officer of the Company, effective as of the date of Closing (as defined below).

~~Item~~On 4March 25, 2010, the Company, Operations, and XCRLT, LLC, a Delaware limited liability company, as Trustee, the sole member of which is Kelly J.01 ~~Changes~~McCrann, the Company’s Chairman and CEO, entered into a Liquidating Trust Agreement (the "Liquidating Trust Agreement") in ~~Registrant~~connection with the formation of the Xcorporeal, Inc. Liquidating Trust (the "Liquidating Trust"). The Liquidating Trust Agreement was executed and the Liquidating Trust was formed for the purpose of completing the liquidation and dissolution of the Company. In accordance with the Company’s ~~Certifying~~Plan ~~Accountant~~of Liquidation and Operations’ Plan of Liquidation (each term as defined below), the Company and Operations transferred all of their assets remaining after the consummation of the transactions contemplated by the APA, including rights to certain payments under the APA (the “Remaining Assets”), and all of its liabilities and obligations not satisfied prior to its dissolution (the “Remaining Liabilities”), to the Liquidating Trust to be held, administered and distributed by the Trustee (as defined below) in accordance with the provisions of the Liquidating Trust Agreement for the benefit of the Company’s stockholders.

~~On March 17~~XCRLT, ~~2010,~~LLC ~~the~~will ~~Company~~serve ~~was~~as ~~notified~~the ~~by BDO Seidman, LLP~~ Trustee (~~“BDO~~the ~~Seidman”~~"Trustee"), ~~its independent~~of ~~registered~~the ~~public~~Liquidating ~~accounting~~Trust. The ~~firm,~~Trustee ~~that~~will ~~BDO~~receive ~~Seidman~~ten percent isof ~~resigning as~~ the ~~Company’s~~aggregate ~~independent~~Royalty ~~registered~~Payments ~~public~~(as ~~accounting~~defined ~~firm~~in ~~effective immediately. Except~~the asAPA) ~~set~~up ~~forth herein~~to $10,000,000 ~~BDO~~received ~~Seidman’s~~by ~~report on~~ the ~~Company’s~~ ~~financial~~Liquidating ~~statements~~Trust ~~for~~pursuant to the ~~past~~terms ~~two~~of ~~fiscal~~the ~~years ended December 31~~APA, ~~2008~~ and ~~December~~five ~~31,~~percent ~~2007,~~of ~~did~~the ~~not~~aggregate ~~contain~~distributions anto ~~adverse~~Beneficiaries ~~opinion~~(as ordefined ~~a disclaimer~~in ofthe ~~opinion,~~Liquidating ~~and~~Trust ~~was~~Agreement) ~~not~~in ~~qualified~~excess orof ~~modified as to uncertainty~~$10, ~~audit scope or accounting principles. However~~000,000 ~~their~~received ~~report~~by ~~contained an explanatory~~the ~~paragraph~~Liquidating ~~disclosing~~Trust ~~the~~pursuant ~~uncertainty~~to ~~regarding~~ the ~~ability~~terms of the ~~Company to continue as a going concern~~APA.

~~During~~The existence of the Liquidating Trust will terminate upon the ~~two~~earliest ~~most~~of: ~~recent~~(i) ~~fiscal~~such ~~years~~time ~~ended~~as ~~December~~termination ~~31,~~is ~~2009~~required ~~and~~by the ~~December~~applicable ~~31,~~laws ~~2008,~~of the State of Delaware; (ii) the final distribution of all the ~~Company~~Trust ~~did~~Assets ~~not~~(as ~~have~~defined ~~any~~in ~~disagreements~~the ~~with~~Liquidating ~~BDO~~Trust ~~Seidman~~Agreement) onpursuant ~~any~~to Section ~~matter~~5.9 of the Liquidating Trust Agreement; and (iii) the expiration of a ~~accounting~~period ~~principles~~of orthree ~~practices~~years from March 25, ~~financial~~2010; ~~statement~~provided ~~disclosure~~that orthe ~~auditing scope~~Trustee, orin ~~procedure~~its discretion, ~~which~~may ~~disagreement~~extend the termination of the Liquidating Trust pursuant to subparagraph (siii) to such later date as it may designate, if ~~not~~it ~~resolved~~determines that an extension is reasonably necessary to fulfill the ~~satisfaction~~ purpose of ~~BDO~~the ~~Seidman~~Trust, ~~would~~and, prior to such extension, the Trustee shall have ~~caused~~requested itand toreceived ~~make~~no-action assurance ~~reference~~from tothe SEC regarding the ~~subject~~registration ~~matter~~and reporting requirements of ~~this~~the ~~disagreement~~Liquidating Trust under the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended (sthe “Exchange Act”), inand ~~connection~~any ~~with~~other applicable ~~its~~Federal ~~report~~securities act.

The Liquidating Trust Agreement is ~~Company~~attached ~~requested~~as ~~BDO~~Exhibit ~~Seidman~~10.2 to ~~furnish~~this itCurrent aReport ~~letter~~on ~~addressed~~Form to8-K. The summary of the ~~Securities and~~terms ~~Exchange~~of ~~Commission~~the ~~stating~~Liquidating ~~whether~~Trust itAgreement ~~agrees~~is ~~with~~qualified ~~the~~in ~~above~~its ~~statements. A~~entirety ~~copy~~by reference to the complete text of the ~~BDO~~Liquidating ~~Seidman~~Trust ~~letter~~Agreement and isthe ~~filed~~Liquidating asTrust ~~Exhibit~~Agreement ~~16.1 to~~is ~~this~~incorporated ~~Form~~by ~~8-K~~reference herein.

~~Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~2

~~(e)~~Assignment and ~~Material~~Assumption ~~Compensatory~~of ~~Plan,~~Liabilities ~~Contract~~and ~~or Arrangement~~Assets Agreement

OnIn ~~March 15,~~addition ~~2010,~~to the ~~Company~~Liquidating ~~and~~Trust Agreement, ~~Dr.~~the ~~Gura~~Company entered into athat ~~Confidential~~certain ~~Settlement Agreement~~Assignment and ~~Release~~Assumption ~~(the~~of Liabilities ~~“Gura~~and Assets Agreement”), ~~with~~dated ~~respect~~as ~~to the termination~~ of ~~Dr.~~ ~~Gura’s~~March ~~employment~~25, ~~with~~2010 (the ~~Company~~“Assignment and onAssumption ~~the~~Agreement”), ~~date~~by ofand ~~closing~~among of the ~~transactions~~ ~~contemplated~~Company, byOperations, and the Liquidating ~~APA~~Trust, ~~(as~~pursuant ~~defined~~to ~~below)~~which (the ~~“Closing”). The~~ ~~Agreement~~Company ~~sets~~and ~~forth,~~Operations ~~among~~transferred ~~other things, certain~~the ~~payments~~Remaining toAssets beand ~~made~~Remaining Liabilities to ~~Dr.~~the ~~Gura~~Liquidating Trust as aprovided for ~~result~~under ofthe ~~such~~Liquidating ~~termination~~Trust Agreement.

~~Pursuant to~~The ~~the~~Assignment ~~Agreement,~~and ~~Dr.~~Assumption ~~Gura shall receive a severance payment in the amount of~~Agreement ~~$200,000~~is ~~(the~~attached ~~“Payment”). The~~as ~~Company~~Exhibit ~~shall pay on Dr~~10.3 ~~Gura’s behalf $150,000~~ to ~~SMRH~~this inCurrent ~~consideration~~Report ~~for~~on ~~certain~~Form ~~legal services provided to Dr~~8-K. ~~Gura by SMRH (the “SMRH Payment”).~~ The ~~SMRH Payment shall satisfy the~~ ~~Company’s~~summary ~~obligations to pay certain indemnification expenses~~ of ~~Dr. Gura as agreed to under~~ the ~~Indemnification~~terms ~~Agreement,~~of ~~between~~ the ~~Company~~Assignment and ~~Dr.~~Assumption ~~Gura, which~~Agreement ~~includes~~is ~~all~~qualified ~~obligations of Dr. Gura to SMRH. The Payment shall~~in beits ~~paid~~entirety by ~~the~~reference ~~Company~~ to ~~Dr.~~the ~~Gura~~complete ~~within~~text ~~two~~of ~~business~~the ~~days~~Assignment ~~after~~and ~~the~~Assumption Agreement ~~date~~and of the ~~Closing. The~~Assignment ~~SMRH~~and ~~Payment~~Assumption ~~shall~~Agreement beis ~~made~~incorporated ~~as provided under the~~by ~~SMRH~~reference ~~Agreement among the Company, Dr~~herein. ~~Gura and SMRH.~~

~~Under the~~Item ~~Gura Agreement, Dr~~2. ~~Gura has also agreed to release the Company from all claims~~01 Completion ~~through the date~~ of ~~the~~Acquisition ~~Closing~~or ~~and~~Disposition ~~the Company has agreed to release Dr. Gura from all claims based on Dr. Gura’s employment with the Company through the date~~ of Closing; provided, however, that the release shall not extend to Dr. Gura’s coverage under the Company’s existing directors’ and officers’ liability insurance. Under the SMRH Agreement, SMRH, on the one hand, and Dr. Gura and the Company, on the other hand, agreed to release each other from all claims of any nature whatsoever.Assets

~~Item~~Asset Purchase ~~5.07 Submission of Matters to a Vote of Security Holders.~~Agreement

~~Results~~On December 14, 2009, the Company entered into the APA, by and among the Sellers and the Purchaser, for the sale of ~~Special~~substantially ~~Meeting~~all of ~~Stockholders~~the assets of the Sellers to the Purchaser for an aggregate cash purchase price of $8,000,000 and certain Royalty Payments (as defined in the APA).

~~(a)~~On ~~At 11:00 a.m. on~~ March 1519, 2010, the Company completed ~~held~~the atransactions ~~special~~contemplated ~~meeting~~by the APA and transferred substantially all of its ~~stockholders~~assets atto the ~~offices~~Purchaser. The Company’s net aggregate cash proceeds from the sale of ~~Kaye~~substantially ~~Scholer~~all ~~LLP~~of its assets will be an aggregate amount equal to $2,300,000 ~~1999~~(including ~~Avenue~~the exclusivity fee previously paid by Purchaser to the Company) payable on the following dates: exclusivity fee in the amount of $200,000 previously paid to the ~~Stars~~Company; $1,650,000 ~~Suite~~paid ~~1700~~on March 19, 2010; ~~Los~~$375,000 ~~Angeles~~on April 1, ~~California~~2010; ~~90067-6048~~and ($75,000 on April 1, 2011. In addition, as provided under the ~~“Special~~APA, ~~Meeting”)~~the Company is entitled to receive Royalty Payments pursuant to the terms of the APA.

~~(b)~~Plan of ~~The~~Liquidation ~~issued~~ and outstanding shares of common stock, $0.0001 par value per share (the “Common Stock”), of the Company entitled to vote at the Special Meeting consisted of 15,354,687 shares of Common Stock. The stockholders of the Company voted on three matters at the Special Meeting, all three of which were approved pursuant to the following final voting results from the Special Meeting:Dissolution

On February 4, 2010, the Board of Directors of the Company adopted the Plan of Liquidation and Dissolution of Xcorporeal, Inc. (1the “Plan of Liquidation”), Asubject ~~proposal~~to the approval of the stockholders of the Company and the consummation of the transactions contemplated by the APA, to ~~approve~~accomplish the ~~sale~~dissolution of ~~substantially~~the ~~all~~Company in accordance with Section 275 and other applicable provisions of the ~~assets~~General Corporation Law of the ~~Company~~State of Delaware (the “~~Asset Sale~~DGCL”). On ~~pursuant~~March to15, 2010, anthe ~~Asset~~stockholders ~~Purchase~~of ~~Agreement~~the ~~(as~~Company ~~amended,~~approved the “APA”), bythe Liquidating Trust Agreement and ~~among~~the ~~Fresenius~~Plan ~~USA~~of Liquidation, ~~Inc~~and on March 19, 2010, the transactions contemplated by the APA were consummated. On March 12, a2010, ~~Massachusetts~~the Board ~~corporation~~of Directors of Operations and athe ~~wholly-owned~~Company ~~subsidiary~~as the sole stockholder of Operations ~~Fresenius~~adopted ~~Medical~~the ~~Care~~Plan ~~Holdings~~of Liquidation of Xcorporeal Operations, Inc. (the “Operations Plan of Liquidation”), subject to the ~~Company~~consummation of the transactions contemplated by the APA, ~~Xcorporeal~~to accomplish the dissolution of Operations, ~~Inc~~in accordance with Section 275 and other applicable provisions of the DGCL. On March 25, a2010, ~~Delaware~~(i) ~~corporation~~the Company and aOperations ~~wholly-owned~~each ~~subsidiary~~filed a Certificate of Dissolution with the Secretary of State of Delaware; (ii) the Company,’s stock transfer books were closed as of the close of business and ~~National~~(iii) in ~~Quality~~accordance ~~Care,~~with ~~Inc.,~~the aCompany’s ~~Delaware~~Plan ~~corporation~~of Liquidation, ~~dated~~Operations asPlan of Liquidation ~~December~~and 14the Liquidating Trust Agreement, ~~2009~~which were previously approved by the Company’s stockholders and Operations’ sole stockholder, as ~~amended~~applicable, the onCompany ~~February~~and 8,Operations ~~2010~~transferred the Remaining Assets and Remaining Liabilities to the Liquidating Trust.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
9,027,545		432,060		9,434		955,426

The Company and Operations will begin the process of liquidating and dissolving in accordance with applicable Delaware law. The Company will file a Certificate and Notice of Termination of Registration on Form 15 with the SEC for the purpose of deregistering its securities under the Exchange Act. As a result, the Company will no longer be a public reporting company and its securities will cease trading on the Pink Sheets Electronic OTC Market.

The Plan of Liquidation was attached as Exhibit B to the Company’s Definitive Proxy Statement, as filed with the SEC on February 16, 2010 (2the “Proxy Statement”). The AOperations ~~proposal~~Plan of Liquidation is attached as Exhibit 2.1 to ~~approve~~this Current Report on Form 8-K. The summary of the ~~voluntary~~terms ~~liquidation~~of the Plan of Liquidation and Operations ~~dissolution~~Plan of ~~the~~Liquidation ~~Company~~is ~~pursuant~~qualified in its entirety by reference to athe complete text of the Plan of Liquidation (as ~~defined~~attached into the ~~APA)~~Company’s Proxy Statement and the Operations Plan of Liquidation attached herein, and the Plan of Liquidation and Operations Plan of Liquidation are incorporated by reference herein.

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
9,170,974		290,608		7,457		955,426

(3) A proposal to approve the adoption of the Liquidating Trust Agreement (as defined in the APA).

FOR		AGAINST		ABSTAIN		BROKER NON-VOTES
9,171,374		290,606		7,059		955,426

Item 9.01

Financial Statements and Exhibits.

(d)

Exhibits

162.1 ~~Letter~~Plan ~~from~~of ~~BDO~~Liquidation ~~Seidman,~~and ~~dated~~Dissolution as of ~~March~~Xcorporeal 17Operations, ~~2010, regarding change in certifying accountant~~Inc.

10.1

Amendment No. 2, dated as of March 19, 2010, to Asset Purchase Agreement, dated as of December 14, 2009 and amended on February 8, 2010.

10.2

Liquidating Trust Agreement, dated as of March 25, 2010, by and among the Xcorporeal, Inc., Xcorporeal Operations, Inc., and XCRLT, LLC, as Trustee.

10.3

Assignment and Assumption of Liabilities and Assets Agreement, dated as of March 25, 2010, by and among Xcorporeal, Inc., Xcorporeal Operations, Inc., and Xcorporeal, Inc. Liquidating Trust.

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.

	~~XCORPOREAL, INC.~~	XCORPOREAL, INC.
Date: March 19, 2010	By:	/s/ Robert Weinstein
Date: March 25, 2010		By:	/s/ Robert Weinstein
		~~Robert Weinstein~~	Robert Weinstein
		~~Chief Financial Officer~~	Chief Financial Officer

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