UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): December 10, 2014
Date of Report (Date of earliest event reported): January 16, 2015
XHIBIT CORP. (Exact name of registrant as specified in its charter)
Nevada (State or other jurisdiction of incorporation)	000-52678 (Commission File Number)	20-0853320 (IRS Employer Identification No.)

1520 E. Pima St., Phoenix, AZ 85034

(Address of principal executive offices) (Zip Code)

(602) 281-3554

(Registrant's telephone number)

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

~~[ ]~~ ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

~~[ ]~~ ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Section 17 - ~~Registrant’s~~Regulation ~~Business and Operations~~FD

Item 17.0201 Regulation ~~Termination~~FD ~~of a Material Definitive Agreement~~Disclosure.

~~Xhibit~~On ~~Corp.'s~~January ~~wholly-owned subsidiary~~16, ~~SkyMall~~2015, ~~LLC~~Xhibit Corp. (~~“SkyMall”~~"Xhibit" or the "Company"), ~~provides~~the ~~services~~parent tocorporation ~~Southwest~~of ~~Airlines~~SkyMall, ~~Co. (“Southwest”)~~LLC, ~~including~~announced ~~but~~that ~~not~~it ~~limited~~suspended tooperation ~~placement~~ of ~~the~~ SkyMall's ~~in-flight~~retail catalog onbusiness, ~~substantially~~which ~~all~~represents a significant portion of ~~Southwest’~~the Company's ~~flights,~~current ~~pursuant~~consolidated revenue. The Company currently intends to ancontinue ~~Airline~~SkyMall's ~~Customer~~other ~~Services~~business ~~Agreement~~operations, ~~dated~~including asits ofonline ~~January~~retail 1business, ~~2011~~as ~~between~~it ~~Southwest~~explores ~~and~~available ~~SkyMall~~strategic (alternatives for the ~~"Agreement")~~SkyMall business. ~~Although~~ In ~~the~~conjunction ~~Agreement~~with ~~expired~~the onreduction ~~December~~in 31operations, ~~2013~~the ~~SkyMall~~Company ~~has~~terminated ~~continued~~approximately to31% ~~provide~~of its ~~in-flight~~workforce, ~~catalog~~the tobulk ~~Southwest~~of ~~under~~whom ~~the~~were ~~terms~~employed ofin the ~~Agreement~~Company's call center operations. The ~~Agreement~~Company ~~provides~~cannot ~~for~~predict ~~payment~~the toimpact ~~Southwest~~on bysales ~~SkyMall~~of the suspension of catalog operations, because a significant portion of ~~revenue~~catalog generated ~~from~~merchandise sales is believed to be placed by consumers through SkyMall's website and these sales are not separately tracked. The Company believes that the ~~catalog~~near-term impact on merchandise sales will be substantial, ~~plus~~and ~~reimbursement~~will oflikely ~~fuel~~increase ~~costs~~as ~~for~~the ~~carrying~~duration of the ~~catalog~~suspension continues.

OnThe ~~December~~Company ~~10,~~determined ~~2014, SkyMall received a notice from Southwest~~ that ~~effective~~it ~~April~~lacked 1,sufficient ~~2015,~~available ~~Southwest~~capital ~~will~~resources ~~no longer carry the SkyMall in-flight catalog. Although sales directly attributed~~ to ~~catalogs~~continue ~~placed~~implementing onits ~~Southwest~~business ~~aircraft~~transformation ~~comprised~~plan ~~approximately~~which 7%had ofbeen ~~SkyMall’s~~underway ~~net~~since ~~merchandise~~early ~~sales for the eleven month period ended November 30,~~ 2014, ~~the~~and ~~actual~~that ~~negative~~no ~~impact~~viable ofdebt ~~removing~~or ~~the~~equity ~~in-flight~~financing ~~catalog~~currently ~~from~~is ~~Southwest~~available ~~flights~~ on ~~SkyMall’s~~terms ~~net~~acceptable ~~merchandise~~to ~~sales~~the ~~could be greater than 7%~~Company.

~~SIGNATURES~~The Company has engaged CohnReznick Capital Market Securities, LLC to explore a possible sale and other strategic options for the Company. The Company is actively assessing its strategic options, including a potential filing under Chapter 11 of the Federal Bankruptcy Code.

~~Pursuant~~The toinformation ~~the~~in ~~requirements~~Item 7.01 of this Form 8-K furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, ~~the~~as ~~Registrant~~amended ~~has~~(the ~~duly~~“Exchange ~~caused~~Act”), ~~this~~or ~~report~~otherwise subject to bethe ~~signed~~liabilities onunder ~~its~~that ~~behalf~~section, nor shall they be deemed incorporated by reference in any filing under the ~~undersigned~~Securities ~~hereunto~~Act ~~duly~~of ~~authorized~~1933, as amended, or the Exchange Act, regardless of any general incorporation language in any such filing.

~~Dated: December 16, 2014~~SIGNATURES

~~Xhibit~~Pursuant ~~Corp.,~~to athe ~~Nevada~~requirements ~~corporation~~of ~~By:~~the ~~/s/~~Securities ~~Scott~~Exchange ~~Wiley~~Act ~~Scott~~of ~~Wiley~~1934, ~~CFO~~the ~~and~~Registrant ~~Acting~~has ~~CEO~~duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: January 16, 2015

Xhibit Corp., a Nevada corporation

By: /s/ Scott Wiley

Scott Wiley, Acting CEO and CFO

Filing Compare · Xhibit Corp.