TXP Corporation (fka TXPO)

[camalion]

FORM S-8 Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered Per Share(1) Price(1) Fee
Common Stock, 10,000,000(2) $0.50 $5,000,000 $535.00
$.001 par value

(1) Estimated solely for purposes of calculating the registration fee in accordance with Rule 457(c) under the Securities Act of 1933, using the average of the high and low price as reported on the Over-The-Counter Bulletin Board on August 25, 2006.

(2) Includes shares issuable pursuant to the Company’s 2006 Stock Incentive Plan. http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001144204%252D06...