UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~____________________________~~ Form 8-K

FORM 8-K

____________________________

CURRENT REPORT

Pursuant to Section 13 ORor 15(d) of the Securities Exchange Act of 1934

~~The~~ Date ~~Securities~~of ~~Exchange~~Report ~~Act~~(Date of ~~1934~~earliest event reported): 07/14/2015

~~Date~~ Rainmaker ofSystems, ~~Report (Date of earliest event reported)~~Inc.

June 29, 2015

____________________________

RAINMAKER SYSTEMS, INC.

(Exact name of registrant as specified in its charter)

~~____________________________~~ Commission File Number: 000-28009

Delaware	~~Delaware~~	33-0442860
(State or other jurisdiction of incorporation)
(State or other jurisdiction of		(IRS Employer
000-28009			33-0442860
incorporation)		Identification No.)
(Commission File Number)			(IRS Employer Identification No.)
1821 S. Bascom Ave. #385Campbell, CA			95008
(Address of principal executive offices)			(Zip Code)

1821 S. Bascom Ave. #385

Campbell, California 95008

(Address of principal executive offices, including zip code)

(408) 659-1800

(Registrant'’s telephone number, including area code)

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

~~(Former~~ Check ~~name~~the orappropriate ~~former~~box ~~address,~~below if ~~changed~~the ~~since~~Form ~~last~~8-K ~~report.)~~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))

~~Section~~ Item 28.01. Other ~~- Financial Information~~Events

~~Item~~ As previously disclosed in the Current Report on Form 8-K of Rainmaker Systems, Inc. (the "Company") filed with the Commission on July 2, 2015, the Company received a notification of disposition of collateral from the collateral agent for the holders of the Company's Convertible Notes and Supplemental Notes (the "Note Holders") notifying the Company that a foreclosure sale of all or substantially all of the Company's assets would take place on July 14, 2015.04 -On ~~Triggering~~July ~~Events~~14, ~~That~~2015, ~~Accelerate~~the Note Holders and collateral agent proceeded with the foreclosure sale of the Company's assets, and the Note Holders acquired all or ~~Increase~~substantially all of the Company's assets. The Note Holders have initiated the transition of the ViewCentral business to a ~~Direct~~separate ~~Financial~~legal ~~Obligation~~entity orthat anintends ~~Obligation~~to ~~Under~~continue anexisting ~~Off-Balance~~contractual ~~Sheet~~agreements ~~Arrangement~~with the Company's ViewCentral customers.

The Company intends to continue to operate the ViewCentral business under a service arrangement during this transition period, after which the Company and its subsidiaries will be dissolved.

OnCAUTIONARY ~~June~~STATEMENT ~~29,~~-- ~~2015,~~Certain ~~Rainmaker~~information ~~Systems,~~in ~~Inc.~~this ~~("the~~Current ~~Company")~~Report ~~received~~on aForm ~~notice~~8-K ofis ~~default~~forward-looking. ~~from~~Forward-looking ~~investors~~information ~~(the~~in ~~"Majority~~this ~~Investors")~~Current ~~holding $2,225,000~~Report ofon ~~the~~Form ~~outstanding~~8-K ~~principal~~is ~~amount~~based ofon ~~the Company~~management's ~~secured~~estimates ~~convertible~~and ~~promissory~~assumptions ~~notes~~and ~~(the~~is ~~“Convertible~~subject ~~Notes”)~~to uncertainties and $1other factors,~~112,500~~ many of ~~the~~which ~~outstanding~~are ~~principal~~beyond ~~amount of~~ the Company’'s ~~supplemental~~control, ~~secured~~including ~~promissory~~acts ~~notes~~or ~~(the~~omissions ~~“Supplemental Notes”). The notice~~ of ~~default stated that an event of default had occurred under~~ the ~~Convertible~~new ~~Notes~~owners ~~and Supplemental Notes as a result~~ of the Company’'s ~~failure~~assets tofollowing ~~make~~the aabove-referenced ~~required~~foreclosure ~~payment~~sale. onImportant ~~indebtedness~~risk infactors ~~excess~~could ofcause ~~$100,000~~actual tofuture ~~Banc~~results ~~of America Leasing & Capital, LLC,~~ and ~~declared~~other ~~all~~future ~~principal~~events ~~and~~to ~~accrued~~differ ~~interest~~materially ~~outstanding~~from ~~under~~those ~~the~~currently ~~Convertible~~estimated ~~Notes and Supplemental Notes held~~ by ~~the Majority Investors to be immediately due and payable~~management.

The issuance of the Convertible Notes and Supplemental Notes was previously reported on the Company’s Current Report on Form 8-K filed with the Commission on July 21, 2014 and under Item 5 of Part II of the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 14, 2014. An amendment to the Convertible Notes and Supplemental Notes was previously reported on the Company's Current Report on Form 8-K filed with the Commission on January 29, 2015. As of the date hereof, the aggregate outstanding principal amount of the Convertible Notes and the Supplemental Notes together is $5,850,000. Amounts outstanding under the Convertible Notes and Supplemental Notes accrue interest at a non-default rate of 5% per annum and a default rate of 15% per annum. At June 29, 2015 accrued interest on the Convertible Notes and the Supplemental Notes was $408,282. The Convertible Notes and Supplemental Notes are secured by a first lien on substantially all of the Company’s consolidated assets.

On June 29, 2015, the Company received a notification of disposition of collateral from the collateral agent for the holders of the Convertible Notes and Supplemental Notes notifying the Company that a foreclosure sale of all or substantially all of the Company’s assets would take place on July 14, 2015. If the Majority Investors and collateral agent elect to proceed with the foreclosure sale of the Company’s assets, upon completion of such sale the Company would no longer be able to continue as a going concern and would immediately cease operations. The Majority Investors have represented to the Company that in the event of a foreclosure sale in which the Majority Investors acquire the Company’s assets, their intent would be to continue operating the ViewCentral business in a separate legal entity that continues existing contractual agreements with the Company’s ViewCentral customers.

Section 9 - Financial Statements and Exhibits

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits. None.

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.

	RAINMAKER SYSTEMS, INC.
			Rainmaker Systems, Inc.
	(Registrant)
Date: July 15, 2015		By:	/s/ Bryant Tolles, III
July 2, 2015	By: /s/ Bryant Tolles, III
			Bryant Tolles, III
Date	Name: Bryant Tolles, III
			Chief Financial Officer
	Title: Chief Financial Officer

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