SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Esplin Todd

(Last)

(First)

(Middle)

10757 SOUTH RIVER FRONT PARKWAY

SUITE 125

(Street)

SOUTH JORDAN

84095

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BAYHILL CAPITAL CORP [ BYHL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Vice Pres. Corp. Development

3. Date of Earliest Transaction (Month/Day/Year)
05/27/2008

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	05/27/2008		M⁽¹⁾		96,000	A	$1.25	710,597⁽²⁾	I	See footnote⁽³⁾
Common Stock								3,396⁽²⁾	I	See footnote⁽⁴⁾
Common Stock								66,000⁽²⁾⁽⁵⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Convertible Notes	$1.25	05/27/2008		A		96,000		05/27/2008	06/30/2009	Common Stock	96,000	$120,000⁽⁶⁾	96,000	I	See footnote⁽³⁾
Convertible Notes	$1.25	05/27/2008		M			96,000	05/27/2008	06/30/2009	Common Stock	96,000	$0	0	I	See footnote⁽³⁾
Warrants	$2	05/27/2008		A		30,000		05/27/2008	05/27/2010	Common Stock	30,000	$120,000⁽⁶⁾	30,000	I	See footnote⁽³⁾

Explanation of Responses:

1. These shares of Common Stock were issued upon the conversion of a convertible note in the aggregate amount of $120,000 at a conversion rate of $1.25 per share.

2. Share amounts reflect the application of a reverse split the Company completed on April 23, 2008.

3. The reporting person is a member, as well as a member of the manager, of BayHill Capital, LC who is the acquirer of these securities. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

4. The reporting person is a member and manager of BayHill Group, LC who is the owner of these securities. The reporting person disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Of the total securities beneficially owned 50,000 shares are restricted shares and are subject to certain time and performance vesting provisions.

6. Payment of $120,000 for both the convertible notes and the warrants

	/s/ ROBERT K. BENCH (Attorney-in-Fact)	05/28/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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