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) ~~January~~February 186, 2013

CONTINUITYX SOLUTIONS, INC.

(Exact name or registrant as specified in its charter)

Delaware		4841		27-2701563
(State or other jurisdiction of incorporation)		(Primary Standard Industrial Classification Code Number)		(I.R.S. Employer Identification No.)

ContinuityX Solutions, Inc.

610 State Route 116

Metamora, IL 61548

(Address of Principal Executive Offices, Including Zip Code)

309-367-2800

(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 (See General Instruction A.2. below):

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

On ~~January~~February 306, 2013, ~~prior to a meeting of~~ the Board of Directors of ContinuityX Solutions, Inc. (the “Company”), removed David ~~Helfry~~Godwin ~~resigned~~from his position as a director of the Company for cause. InHis aremoval ~~letter~~was ~~date~~effective ~~January~~immediately. The ~~30,~~vote ~~2013,~~to remove Mr. Godwin followed a ~~copy~~report by counsel for a special committee of the Board of Directors (the “Special Committee”) which ishad ~~attached~~been formed to ~~this~~investigate ~~Report~~various asfinancial ~~Exhibit 17~~irregularities.1 In its report, ~~Mr.~~counsel ~~Helfrey~~for ~~stated,~~the ~~amongst~~Special ~~other~~Committee ~~things,~~summarized ~~that~~a ~~while~~meeting heof ~~did~~the ~~not~~Special ~~have~~Committee ~~sufficient~~at ~~information~~which tothe ~~come~~Special toCommittee aconcluded ~~conclusion~~that ~~with~~various ~~respect~~fraudulent toactivities ~~the~~had ~~dispute~~been ~~which~~committed ~~has~~including ~~arisen~~the ~~between~~forgery ~~David~~of ~~Godwin~~numerous ~~and~~orders ~~Brian~~for ~~Wasserman~~services ~~together~~from ~~with~~the ~~various~~Company. During ~~investors~~its ~~with~~investigation ~~respect~~leading to ~~possible~~the ~~financial~~report, ~~irregularities~~the ~~and~~Special ~~improprieties,~~Committee ~~that~~obtained heinformation ~~believes~~from ~~that~~a ~~removal~~number of ~~David~~sources, ~~Godwin~~including asfrom Brian Wasserman, who was the Chief ~~Executive~~Financial Officer of the Company ~~would~~prior beto ~~detrimental~~additionally tobeing ~~the~~appointed ~~future~~as ~~success~~Interim President and Interim Chief Executive Officer of the Company. ~~David~~The ~~Helfrey~~information ~~served~~discovered asby ~~the~~and provided ~~Chairman~~to of the ~~Compensation~~Special Committee ~~and~~by Mr. Wasserman as awell ~~member~~as additional information obtained from other sources was integral to the findings of the ~~Audit~~Special Committee.

On ~~January~~February 307, 2013, ~~prior~~Brian toWasserman aresigned ~~meeting~~from ~~of the Board of Directors of the Company, James Tait advised Michael Neiberg and Jerrold Sklar, two of the other directors of the Company, of~~ his ~~decision~~positions ~~to resign from the Board of Directors and did not attend the meeting of the Board of Directors held on that date. In a letter dated January 30, 2013, a copy of which is attached to this report~~ as ~~Exhibit~~Interim ~~17.2~~President, ~~which~~Interim ~~was~~Chief ~~received~~Executive ~~after the meeting of the Board of Directors on January 30~~Officer, ~~2013,~~Chief ~~Mr.~~Financial ~~Tait stated~~Officer, ~~amongst~~Corporate ~~other~~Secretary ~~things, that his decision to resign was attributable to disagreements between Mr. Godwin~~ and ~~Mr.~~all ~~Wasserman~~other ~~and~~offices ~~lack~~with ~~of cooperation by Mr. Godwin during~~ the ~~Board of Director’s attempts to investigate apparent inadequate disclosures and material errors in the~~ Company~~’s financial statements~~. ~~James~~His ~~Tait~~resignation ~~served~~was aseffective ~~the Chairman of the Audit Committee and as a member of the Compensation Committee~~immediately.

On ~~January~~February 3011, 2013, by written unanimous consent, the Board of Directors ofappointed ~~the~~Michael ~~Company~~Neiberg ~~removed~~to ~~David~~serve ~~Godwin~~as ~~from~~Interim ~~his~~President ~~positions~~and asInterim Chief Executive Officer, ~~President~~ and ~~all~~Jerrold ~~other~~Sklar ~~offices~~to ofserve ~~the~~as ~~Company~~Interim Corporate Secretary. ~~His~~The ~~removal~~appointments ~~was~~were effective immediately. ~~Mr. Godwin has retained his position as a director of the Company.~~

On January 30, 2013, the Board of Directors of the Company elected Brian Wasserman to serve as interim Chief Executive Officer and interim President of the Company. His appointment was effective immediately. Mr. Wasserman retained his positions as Chief Financial Officer and Corporate Secretary of the Company.

ITEM 8.01 Other Events.

~~The~~On ~~Company~~February ~~has recently become aware through a number of verbal communications of the existence of substantial financial irregularities including~~6, ~~but not limited to~~2013, ~~potential forgeries of purchase orders, emails and other documents. The Company has commenced an investigation. In addition,~~ the ~~Company~~Board ~~has received notices from certain~~ of ~~its~~Directors ~~vendors~~held ~~and~~a ~~lenders~~special ~~that~~meeting ~~the~~at ~~Company~~which is late or has failed to make certain payments due to them in accordance with required payment schedules. In view of these issues, and in an effort to provide complete transparency to its investors, the ~~Company is making the~~ following ~~disclosures. These~~actions ~~disclosures~~were ~~may not be complete. Additional disclosures will be made.~~taken:

On· ~~January~~David ~~23,~~Godwin ~~2013,~~was ~~counsel~~instructed for the Company received by mail a letter, dated January 15, 2013, (the “Letter”) from an attorney representing Jenn Consulting Inc. (“Jenn”) demanding one million three hundred thousand (1,300,000) shares of Common Stock of the Company (the “Stock”) which Jenn claims the Company agreed to ~~issue~~preserve toall ~~Jenn~~documents asrelated ~~well as payment of twenty-nine thousand five hundred ($29,500) dollars which Jenn claims is due pursuant~~ to ~~a consulting agreement dated August 12, 2011 (~~the ~~“Consulting Agreement”), between Jenn and ContinuityX, Inc., a wholly-owned subsidiary of the~~ Company ~~(“ContinuityX”). The~~both ~~Letter~~at ~~states that if payment is not made within ten (10) days after~~ the ~~date of the letter that Jenn will commence a legal action against the~~ Company~~. The~~’s ~~Company~~headquarters ~~denies that Jenn is entitled to any Common Stock because no consideration was given for the Stock by Jenn~~ and ~~the Board of Directors of the Company did not approve the issuance of any stock to Jenn~~elsewhere. In addition, the Company disputes the amount which Jenn claims is due. The Company believes that, if any money is due pursuant to the Consulting Agreement, that it is substantially less than the amount claimed by Jenn. The Company intends to vigorously defend any legal action commenced against it by Jenn.

By· ~~letter~~At ~~dated~~the ~~January~~request ~~15, 2013, an attorney representing AT&T Corp. (AT&T) demanded payment from a customer~~ of the ~~Company~~Special ~~(the “Customer”)~~Committee, ~~which~~Dennis ~~was~~O’Rourke, ~~introduced~~counsel to ~~AT&T by~~ the ~~Company~~law ~~and~~firm ~~for~~of ~~which~~Moritt, ~~the~~Hock ~~Company~~& ~~has~~Hamroff, ~~received~~LLP ~~payment~~which ~~from~~firm ~~AT&T,~~serves ~~claiming~~as ~~that~~counsel for the ~~Customer~~Special ~~owes AT&T $552~~Committee,~~193.62. The~~ ~~Customer~~summarized ~~advised~~ the ~~Company~~findings of the ~~claims~~Special ~~against~~Committee ~~it. Anthony~~at ~~Roth,~~ a ~~former~~meeting ~~officer~~held ~~and~~on ~~director~~February of5, ~~the~~2013, ~~Company~~at ~~advised~~which the ~~Customer~~Special ~~that~~Committee ~~the~~concluded ~~Company~~that ~~will~~fraudulent ~~defend~~activities ~~any~~had ~~lawsuit~~been byengaged ~~AT&T. The~~in ~~Company~~including ~~is presently investigating whether~~ the ~~Company~~forgery ~~has~~of ~~any~~customer ~~obligations~~orders ~~to the Customer~~ and ~~whether~~misstatements ~~this~~regarding ~~action relates to~~ the ~~lawsuit~~installation ~~filed~~of ~~by SBC Global Services, Inc~~equipment. ~~DBA~~The ~~AT&T~~following ~~Global~~requests ~~Services~~were ~~with~~made ~~the~~to ~~Clerk of the District Courts in Dallas County, Texas against ContinuityX in December, 2012 (the “AT&T Lawsuit”)~~Mr. Godwin:

Ono January 18, 2013, the principal balance of promissory notes issued by the Company with an aggregate principal amount of one million one hundred twenty-five thousand ($1,125,000) dollars (the “Notes”) became dueMr. ~~The~~ ~~maturity~~Godwin ~~date~~was ofasked ~~the~~if ~~Notes~~he had ~~previously~~any ~~been~~response ~~extended by amendments dated as of December 19, 2012 at which time the Company paid all accrued and accruable interest through January 18, 2013~~ to the ~~various~~findings ~~holders~~ of the ~~Notes~~Special ~~(the~~Committee ~~“Holders”)~~but Mr. ~~Although,~~ ~~the~~Godwin ~~Company~~declined ~~has~~to ~~engaged~~respond ~~in negotiations with an attorney~~ on ~~behalf of~~ the ~~Holders~~advice ~~with respect to an additional extension~~ of ~~the maturity date of the Notes until February 24, 2013, the Company does not know what action the Holders will take~~counsel.

Ono ~~January~~Mr. ~~22,~~Godwin ~~2013~~was requested, anthrough ~~investor~~his ~~who purchased two hundred fifty thousand ($250~~attorney,~~000)~~ ~~dollars~~to ofappear ~~Senior~~for ~~Secured Convertible Debentures (~~the ~~“Debenture”)~~purpose ~~from~~of ~~the~~giving ~~Company~~sworn ~~(the~~testimony ~~“Investor”)~~ in ~~September, 2012 sent an email to~~ the ~~Company~~near ~~stating~~future ~~that~~but ~~the~~no ~~Company~~later ~~must~~than ~~have~~Tuesday, ~~known~~February ~~about~~12, ~~the~~2013. ~~AT&T Lawsuit at the time the Investor purchased the Debenture~~Mr. ~~The~~ ~~Investor~~Godwin’s isattorney ~~seeking~~stated ~~information with respect to the Lawsuit from the Company and has requested~~ that ~~the~~such ~~Company~~request ~~consider~~would ~~rescinding~~be ~~the~~taken ~~Investor’s~~under ~~investment~~advisement. ~~The Company is investigating this claim.~~

~~Item~~· ~~9.01~~The ~~Financial~~Board ~~Statements~~of Directors then discussed and ~~Exhibits.~~approved resolutions to take the following actions:

~~Exhibit~~o ~~17.1~~Kaye –Scholer ~~Letter~~LLP ofwas ~~resignation~~engaged ofto ~~David~~represent ~~Helfrey~~the two outside directors and Mr. Wasserman.

~~Exhibit~~o ~~17.2~~Indemnification –Agreements ~~Letter~~between the Company and each of ~~resignation~~Michael Neiberg and Jerrold Sklar, the members of the Special Committee and the only remaining directors following the removal of Mr. Godwin, between the Company and former director and member of the Special Committee James Tait and between the Company and Mr. Wasserman were approved.

o	The bylaws of the Company were amended to allow for the removal of a Board Member by the Board of Directors with or without cause.

o	David Godwin was removed as a director of the Company for cause based upon the findings of the Special Committee.

On February 7, 2013, the Board of Directors met. During the Meeting, the Board of Directors ratified all of the resolutions which had been approved by the Board at the meeting which occurred on February 6, 2013, as well as adopting all such resolutions again.

Also on February 7, 2013, the Company received a letter from counsel to the Agent (hereafter defined) and other parties to the Amended and Restated Master Factoring Agreement dated as of November 16, 2012 (the “MFA”) among Vion Operations LLC, Forest Capital, LLC ( the “Agent”), the Company and the Company’s subsidiaries, notifying the Company and its subsidiaries that the Agent is exercising its rights under the MFA to accelerate and declare immediately due and payable all amounts outstanding under the MFA and terminating the MFA.

On February 8, 2013, the Company received a letter from Hutchison Global Communications Limited (“HGC”) which stated its refusal to pay certain invoices as they were invalid due to the fact that the signature on a Purchase Order from HGC had been forged as was the email allegedly sent by an employee of HGC to David Godwin confirming that the order had been accepted by HGC.

As a result of the fraudulent activities discovered by the Company and the Special Committee, the Company has currently ceased conducting any material business activities and, in the view of the Board of Directors, is unlikely to be able to continue as a going concern. The Board of Directors is considering all alternatives available to the Company to preserve its assets for the benefit of its creditors and stockholders, including the filing of a petition for relief under the United States Bankruptcy Code. The Board of Directors has authorized the Company to engage bankruptcy counsel to aid it in its consideration of the alternatives described above.

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.

	ContinuityX Solutions, Inc. (the Company)
Dated: January 31, 2013	By:	/s/ Brian Wasserman
Dated: February 12, 2013	By:	/s/ Michael Neiberg
		Brian Wasserman
		Michael Neiberg
		Title: Interim President and Chief Executive Officer
		Title: Interim President and Interim Chief Executive Officer

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