UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED OCTOBER 31, 2014
	FOR THE QUARTERLY PERIOD ENDED January 31, 2014
OR
o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

Commission file number 333-169280

~~Xumanii~~Imerjn ~~International Holdings Corp~~Inc.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

9550 South Eastern Ave. Suite 253-A86

Las Vegas, Nevada 89123

(Address of principal executive offices, including zip code.)

800-416-5934 ~~(Registrant’s telephone number, including area code)~~

(Registrant’s telephone number, including area code)

N/A

(former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days.

YES x NO o☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES x NO o☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer, “accelerated filer,” “non-accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer o☐ Accelerated filer o☐ Non-accelerated filer o☐ Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~YES~~ oYES ☐ NO x

State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: ~~March~~December 1715, 2014, the registrant had ~~323~~800,~~528,363~~195 common shares issued and outstanding.

~~Xumanii~~PART ~~International~~I ~~Holdings~~- ~~Corp.~~FINANCIAL INFORMATION

FORM 10-Q

Item 1.	Financial Statements	2
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3
Item 3	Quantitative and Qualitative Disclosures About Market Risk	5
Item 4.	Controls and Procedures	5

~~January~~PART ~~31,~~II ~~2014~~- OTHER INFORMATION

PART I-- FINANCIAL INFORMATION

Item 1	Legal Proceedings	6
Item 1A.	Risk Factors	6
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	6
Item 3.	Defaults Upon Senior Securities	7
Item 4.	Mine Safety Disclosures	7
Item 5.	Other Information	7
Item 6.	Exhibits	8
Signatures		8
Exhibit Index

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5
Item 3	Quantitative and Qualitative Disclosures About Market Risk	8
Item 4.	Controls and Procedures	8

PART II-- OTHER INFORMATION

Item 1	Legal Proceedings	9
Item 1A.	Risk Factors	9
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	9
Item 3.	Defaults Upon Senior Securities	9
Item 4.	Mine Safety Disclosures	9
Item 5.	Other Information	9
Item 6.	Exhibits	10

SIGNATURES

EXHIBIT INDEX

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

~~Xumanii~~Imerjn, ~~International Holdings Corp~~Inc.

(formerly Xumanii ~~Inc~~International Holdings Corp.)

As of and for the six months ended January 31, 2014

Consolidated Balance Sheets (Unaudited)	F-1
Consolidated Statements of Operations (Unaudited)	F-2
Consolidated Statements of Cash Flows (Unaudited)	F-3
Notes to Consolidated Financial Statements (Unaudited)	F-4

FINANCIAL STATEMENTS
Balance Sheets (unaudited)	F-1
Statements of Operations (unaudited)	F-2
Statements of Cash Flows (unaudited)	F-3
Notes to Financial Statements (unaudited)	F-4

4Imerjn, Inc. (formerly Xumanii International Holdings Corp.) Consolidated Balance Sheets (Unaudited)

Xumanii International Holdings Corp. (formerly Xumanii, Inc.) Balance Sheets (Unaudited)

	October 31, 2014		July 31, 2014
ASSETS
Current assets
Cash and cash equivalents	$	189,897	$	135,906
Accounts receivable		1,177		2,593
Inventories		33,828		28,484
Notes receivable – related party		218,501		258,501
Other current assets		4,776		4,776
Total current assets		448,179		430,260

Fixed assets, net of accumulated depreciation of $0 and $0, respectively		5,700		5,700
Goodwill		2,160,494		2,160,494
Intangible assets, net of accumulated amortization		774,132		815,386
Total assets	$	3,388,505	$	3,411,840

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
Accounts payable and accrued liabilities	$	499,107	$	516,389
Deferred revenues		14,526		15,010
Notes payable		739,522		797,242
Convertible notes payable, net of discounts of $668,749 and $769,941, respectively		1,142,547		1,065,375
Derivative liabilities		1,894,891		5,656,736
Total current liabilities		4,290,593		8,050,572

Commitment and contingencies

Stockholders' deficit
Series A redeemable convertible preferred stock; $0.00001 par value; 100,000,000 shares authorized; 5,000,000 shares issued and outstanding		50		50
Series B convertible preferred stock, $0.00001 par value; 100,000,000 shares authorized; 10,000,000 and 0 shares issued and outstanding, respectively		100		-
Common stock, $0.00001 par value; 450,000,000 shares authorized; 636,228 and 222,873 shares issued and outstanding, respectively		6		2
Additional paid-in capital		12,031,849		8,951,649
Accumulated deficit		(12,934,093)		(13,590,613)
Total stockholders’ deficit		(902,088)		(4,638,912)
Total liabilities and stockholders' deficit	$	3,388,505	$	3,411,840

	January 31, 2014			July 31, 2013
ASSETS
Current assets
Cash and cash equivalent	$	335,965		$	38,170
Due from related party		358,681			-
Prepaid expenses		25,046			12,276
Total current assets		719,692			50,446
Intangible assets, net		320,842			-
Fixed assets, net of accumulated depreciation		-			52,781
Total assets	$	1,040,534		$	103,227
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable and accrued liabilities	$	127,739		$	49,580
Advances from related parties		78,355			48,250
Loans payable		1,070,000			1,070,699
Derivative liability		810,597			-
Notes payable, net of discount of $878,033 and $0, respectively		617,010			642,242
Total current liabilities		2,703,701			1,810,771
Commitment and contingencies
Stockholders' deficit
Series A preferred stock, $0.00001 par value; 100,000,000 shares authorized;
none issued and outstanding		-			-
Series B preferred stock, $0.00001 par value; 100,000,000 shares authorized;
none issued and outstanding		-			-
Common stock, $0.00001 par value; 450,000,000 shares authorized;
323,528,363 and 271,610,552 shares issued and outstanding, respectively		3,235			2,716
Additional paid-in capital		866,846			81,065
Accumulated deficit		(2,533,248	)		(1,791,325	)
Total stockholders' deficit		(1,663,167	)		(1,707,544	)
Total liabilities and stockholders' deficit	$	1,040,534		$	103,227

The accompanying notes are an integral part of these unaudited consolidated financial statements.

The accompanying notes are an integral part of these financial statements.

F-1

~~Xumanii~~Imerjn, ~~International Holdings Corp~~Inc. (formerly Xumanii, ~~Inc~~International Holdings Corp.) Consolidated Statements of Operations (Unaudited)

	For the			For the			For the			For the
	For the three Months			For the three Months
	Three Months			Three Months			Six Months			Six Months
	Ended October 31,			Ended October 31,
	Ended			Ended			Ended			Ended
	2014			2013
	January 31,			January 31,			January 31,			January 31,
Revenues	$	278,323		$	-
	2014			2013			2014			2013
Cost of revenues		140,537			-
Revenues	$	80		$	-		$	80		$	-
Gross profit (loss)		137,786			-
Operating expenses:
General and administrative		~~406~~1,~~584~~897,567			~~435~~80,~~692~~428			~~542,319~~			~~668,517~~
Total operating expenses		406,584			435,692			542,319			668,517
Depreciation, depletion and amortization		41,254			2,526
Operating loss		(406,504	)		(435,692	)		(542,239	)		(668,517	)
Loss on extinguishment of debt		22,816			-
Other (income) expenses:
Loss on disposal of assets		-			52,781
Gain on change in fair value of
Total operating expenses		1,961,637			135,735
derivatives		(161,314	)		-			(161,314	)		-
Operating losse		(1,823,851)			(135,735	)
Interest expense		331,425			13,893			360,998			23,060
Other income (expense):
Total other (income) expenses		170,111			13,893			199,684			23,060
Gain on change in fair value of derivatives		3,647,523			—
Net loss	$	(576,615	)	$	(449,585	)	$	(741,923	)	$	(691,577	)
Interest expense		(1,167,152)			(29,573	)
Weighted average common shares
Total other income (expense)		2,480,371			(29,573	)
outstanding - basic and diluted		288,273,273			341,300,300			279,941,912			341,300,300
Net income (loss)	$	656,520		$	(165,308	)
Net loss per common share
Weighted average number of common shares outstanding - basic		458,238			27,161
- basic and diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of common shares outstanding - diluted		911,682			27,161
Net income (loss) per common share - basic	$	1.43		$	(6.10	)
Net income (loss) per common share - diluted	$	0.77		$	(6.10	)

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-2

~~Xumanii~~Imerjn, ~~International~~Inc. ~~Holdings Corp~~ (formerly Xumanii, ~~Inc~~International Holdings Corp.) Consolidated Statements of Cash Flows (Unaudited)

	For the Six Months			For the Six Months
	For the three Months			For the three Months
	Ended January 31,			Ended January 31,
	Ended October 31,			Ended October 31,
	2014			2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(741,923	)	$	(691,577	)
Net income (loss)	$	656,520		$	(165,308	)
Adjustments to reconcile net loss to net cash used in
Adjustments to reconcile net income (loss) to net cash used in operating activities:
operating activities:
Depreciation and amortization expense		41,254			2,526
Depreciation and amortization		303,878			7,069
Stock based compensation		1,500,000			12,486
Imputed interest		42,800			20,685
Amortization of debt discount		559,663			26,791
Loss on disposal of fixed assets		52,781			-
Fair value of derivative liabilities in excess of face value of convertible notes payable		537,706			—
Gain on change in fair value of financial derivatives		(~~161~~3,~~314~~647,523	)		-—
Shares issued for services		21,000			-
Gain on extinguishment of debt		22,816			—
Imputed interest		—			21,400
Loss on disposal of fixed assets		—			52,781
Changes in operating assets and liabilities:
Prepaid expenses and other assets		(12,770	)		(15,047	)
Accounts receivable		1,416			—
Due to related parties		(358,681	)		18,752
Inventories		(5,344	)		—
Accounts payable & accrued liabilities		76,761
Accounts payable and accrued liabilities		(17,283	)		64,106
Net cash used in operating activities of operations		(777,468	)		(660,118	)
Deferred revenues		(484	)		—
Net cash used in operating activities of operations		(351,259	)		(24,495	)
CASH FLOW INVESTING ACTIVITIES
Purchase of fixed assets		-			(50,884	)
Cash received for notes receivable – related party		40,000			—
Purchase of intangible asset		(48,342	)		-
Net cash provided by investing activities		40,000			—
Net cash used in investing activities		(48,342	)		(50,884	)
CASH FLOW FINANCING ACTIVITIES
Proceeds from notes payable, net		1,543,500			742,962
Proceeds from loans payable		—			74,301
Proceeds from related party loans payable		(450,000	)		-
Repayment on loans payable		(2,000	)		—
Change in related party advances		30,105			(33,656	)
Proceeds from convertible notes payable, net		367,250			—
Net cash provided by financing activities		1,123,605			709,306
Advances from related parties		—			78,355
NET CHANGE IN CASH		297,795			(1,696	)
Repayment of related party advances		—			(48,250	)
CASH AT BEGINNING OF PERIOD	$	38,170			8,725
Net cash provided by financing activities		365,250			104,406
CASH AT END OF PERIOD	$	335,965		$	7,029
NET CHANGE IN CASH		53,991			(2,760	)
CASH AT BEGINNING OF PERIOD		135,906			8,725
CASH AT END OF PERIOD	$	189,897		$	5,965
SUPPLEMENTAL INFORMATION:
Interest paid	$	-—		$	-—
Income tax paid	$	-—		$	-—
NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of notes payable to common shares	$	450,000		$	-
Conversion of convertible notes payable and embedded derivative liabilities to common stock	$	$1,557,484		$	-
Debt discount - fair value of financial derivatives	$	971,911		$	-
Debt discount from embedded derivative conversion feature	$	422,970		$	-
Retirement of common shares	$	112		$	-
Conversion of loans payable to convertible notes payable	$	55,720		$	-
Shares issued to acquire intangible assets	$	272,500		$	-

The accompanying notes are an integral part of these unaudited consolidated financial statements.

F-3

~~Xumanii~~Imerjn, ~~International Holdings Corp~~Inc.

(formerly Xumanii ~~Inc~~International Holdings Corp.)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(unaudited)

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business

~~Xumanii~~Imerjn. ~~International Holdings Corp~~Inc. (the “~~Xumanii~~Company” or ~~the~~ “~~Company~~Imerjn”) ~~was~~(formerly ~~incorporated~~Xumanii inInternational ~~the~~Holdings ~~State~~Corp.) ofwas incorporated in Nevada on May 6, 2010. The Company maintains its statutory registered agent’s office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and the Company’s mailing address and business office is located at 9550 South Eastern Ave. Suite 253-A86, Las Vegas, Nevada 89123.

The Company's ~~name~~was ~~and~~a ~~trading~~platform ~~symbol~~that ~~were~~broadcasted ~~changed~~live ~~from~~events ~~Medora~~in ~~Corp.~~HD ~~and~~with ~~MORA,~~a ~~repectively,~~new ~~effective~~technology ~~September~~that 7,combines ~~2012~~hardware and a software platform to ~~Xumanii~~broadcast from multiple cameras, ~~Inc.~~wirelessly ~~and~~an ~~XUII~~event with an extremely low production cost until September 30, ~~respectively~~2013. ~~Subsequently~~In October 2013, the ~~name~~business plan for Imerjn was changed to ~~Xumanii~~enter ~~International~~into ~~Holdings~~the ~~Corp~~branded tablet market, cloud storage market and app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies.

~~Xumanii~~The ~~was~~Company acompleted ~~platform~~an ~~that~~acquisition ~~broadcasted~~of ~~live~~Rocky ~~events~~Mountain inTracking HDInc. ~~with~~(“RMT”), aan ~~new~~established ~~technology~~provider ~~that~~of ~~combines~~GPS ~~hardware~~tracking ~~and~~solutions ain ~~software~~North ~~platform~~America toon ~~broadcast~~July ~~from~~21, ~~multiple~~2014. ~~cameras,~~RMT ~~wirelessly~~was anincorporated ~~event~~in ~~with~~Colorado anin ~~extremely~~2004 ~~low~~and ~~production~~has ~~cost~~been ~~until~~a ~~September~~leading ~~30,~~provider ~~2013.~~of InGPS ~~October~~tracking ~~2013,~~solutions. ~~the~~It ~~business~~offers ~~plan~~several ~~for~~GPS ~~Xumanii~~trackers ~~was~~and ~~changed~~GPS totracking ~~enter~~systems ~~into~~that ~~the~~are ~~branded~~ideal ~~tablet~~for ~~market,~~personal ~~app~~or ~~market~~business ~~and~~use. ~~pursue~~RMT’s ~~acquisitions~~software ~~that~~is ~~may~~proprietary beand ~~synergistic~~enables users to track the ~~company’s~~movement ~~focus~~of invirtually ~~various~~anything ~~technologies~~using tracking devices. The Company’s new website is www.imerjn.com.

The Company's board of directors approved a 1:10,000 reverse split of the Company's common stock which was approved by the Financial Industry Regulatory Authority on November 19, 2014. All share and per share amounts in the consolidated financial statements and footnotes have been retroactively restated for the impact of the reverse split. Also in November 2014, the Company's name changed to Imerjn Inc. and the Company has applied for a new symbol, IMJN, which is expected to be approved and effective on December 17, 2014.

Principles of Consolidation

The consolidated financial statements include the Company’s accounts and those of the Company’s wholly owned subsidiaries. All significant intercompany accounts and transactions have been eliminated.

Basis of Presentation

The accompanying unaudited interim financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in ~~Xumanii~~Imerjn’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, ~~2013~~2014. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the consolidated financial statements for the three months ended October 31, 2014, which substantially duplicate the ~~disclosure~~disclosures contained in the audited consolidated financial statements for ~~fiscal~~the ~~2013~~year ended July 31, 2014 as reported in the Form 10-K have been omitted.

F-4

Xumanii International Holdings Corp.

(formerly Xumanii Inc.)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The Company’s most significant estimates relate to the fair value estimates of the Company’s derivative liabilities.

F-4

Reclassification

Certain prior period amounts have been reclassified to conform to current period presentation.

Basic and Diluted Earnings (Loss) Per Common Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For the three months ended October 31, 2014, the Company included the dilutive effect of 453,444 shares of common stock issuable upon conversion of convertible notes payable. During the three months ended October 31, 2013, there were no potentially dilutive securities outstanding.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Accounts Receivable

Trade accounts receivable is recorded net of an allowance for expected losses. The allowance is estimated from historical performance and projections of trends. Management closely monitors outstanding balances and writes off, as of year-end, all balances that are not expected to be collected by the time the financial statements are issued. No allowance was required as of July 31, 2014 and 2013.

Inventory

Inventories are stated at the lower of cost or market. Cost is determined by the average cost method for all inventories. Inventories consist primarily of components and finished products held for sale. Rapid technological change and new product introductions and enhancements could result in excess or obsolete inventory. To minimize this risk, Imerjn evaluates inventory levels and expected usage on a periodic basis and records adjustments as required.

Property and Equipment

Property and Equipment are stated at cost. Depreciation is computed over the estimated useful lives of the related assets using the straight-line method for financial reporting purposes.

Expenditures for normal repairs and maintenance are charged to expense as incurred. Significant renewals and improvements are capitalized. The cost and related accumulated depreciation of assets retired or otherwise disposed of are eliminated from the accounts, and any resulting gain or loss is recognized in the year of disposal.

Intangible assets

Intangible assets with definite lives are recorded at cost and amortized using the straight-line method over their estimated useful lives.

F-5

Impairment of Long-Lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.

Financial Derivatives

All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.

Fair Value Measurement

The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

~~F-5~~classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

Xumanii International Holdings Corp.

(formerly Xumanii Inc.)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

F-6

The following tables set forth assets and liabilities measured at fair value on a recurring and non-recurring basis by level within the fair value hierarchy as of October 31, 2014 and July 31, 2014. As required by ASC 820, financial assets and liabilities are classified in their entirety based on the lowest level of input that is

significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment, and may affect the valuation of fair value assets and liabilities and their placement within the fair value hierarchy levels.

	Level 1		Level 2		Level 3		Total
Derivative liabilities:
At October 31, 2014	$	-	$	-	$	1,894,891	$	1,894,891
At July 31, 2014	$	-	$	-	$	5,656,736	$	5,656,736

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Revenue Recognition

The Company recognizes revenues on sale of goods when (1) there is persuasive evidence of an arrangement with the customer, (2) product risk and title has passed which generally coincides with the shipment of the products to the customer, (3) amount due from the customer is fixed or determinable, and (4) collectability is reasonably assured. Customer discounts and allowances are netted against revenues.

Subscription revenue is generated from the GPS tracking services provided. Customers are to be billed monthly, quarterly and annually. Subscription revenue is recognized ratably over the term of the subscription period. The Company records deferred revenues for the services to be performed subsequent to the yearend.

Cost of Subscription

Cost of subscription revenue is primarily comprised of the costs associated with the GPS tracking services that provided by the third parties.

Shipping and Handling

The Company bills the customers for, and recognizes as revenue, any charges for shipping and handling costs. The related costs are recognized as cost of sales.

F-7

Stock-based Compensation

The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

~~Financial~~Subsequent ~~Derivatives~~Events

~~All~~The ~~derivatives~~Company ~~are~~has ~~recorded~~evaluated atall ~~fair~~transactions ~~value~~from onOctober ~~the~~31, ~~balance~~2014 ~~sheet.~~through ~~Fair values for securities traded in~~ the ~~open~~financial ~~market~~statement ~~and~~issuance ~~derivatives~~date ~~are~~for ~~based~~subsequent onevent ~~quoted~~disclosure ~~market prices~~consideration. ~~Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.~~

Impairment of Long-Lived Assets

F-6

Xumanii International Holdings Corp.

(formerly Xumanii Inc.)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 2 – GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies ~~Xumanii~~Imerjn will continue to meet its obligations and continue its operations for the next twelve months. As of ~~January~~October 31, 2014, the Company has an accumulated deficit of $212,~~533~~934,~~248~~093, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of ~~Xumanii~~Imerjn as a going concern is dependent upon financial support from its stockholders, the ability of ~~Xumanii~~Imerjn to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Xumanii be unable to continue as a going concern.

~~NOTE~~Realization 3value –may ~~NOTES~~be ~~PAYABLE~~substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Imerjn be unable to continue as a going concern.

AsNOTE of3 ~~January~~– ~~31,~~INTANGIBLE ~~2014, the Company had the following loans payable outstanding:~~ASSETS

	October 31, 2014			July 31, 2014
Customer list	$	273,393			$	273,393
Software licenses		60,000				60,000
Websites		152,848				152,848
Patents		350,842				350,842
Total intangible assets		837,083				837,083
Accumulated amortization of intangible assets		(62,951	)			(21,697	)
Total intangible assets	$	774,132			$	817,921

The Company amortizes its intangibles over their useful lives which range from 3-15 years. Amortization expense for the three months ended October 31, 2014 and 2013 were $41,254 and $0, respectively.

F-8

NOTE 4 – NOTES PAYABLE

As of October 31, 2014, the Company had the following loans payable outstanding:

Convertible notes:

On October 10, 2013, the Company entered into a convertible promissory note with a third party for $37,500, with an initial discount of $2,500. The note bears interest at 8% and a maturity date of July 12, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest at 22%. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three trading prices during the 10 trading days prior to the conversion date.

On March 17, 2014, the Company entered into a convertible promissory note with a third party for $53,500. The note bears interest at 8% and a maturity date of December 19, 2014. The lender has the right after a period of 270 days to convert the balance outstanding into the Company's common stock at a rate equal to 45% of the lowest trading prices during the 30 trading days prior to the conversion date.

On October 21, 2013, the Company entered into a convertible note with a third party for $25,000. This note bears an interest rate of 12% per annum and is due April 21, 2014. The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date.

On ~~October~~March 2324, ~~2013~~2014, the Company entered into a convertible promissory note with a third party for $~~500~~100,000~~, with an initial discount of $50,000~~. The ~~During~~note ~~the~~bears ~~three~~interest ~~months~~at ~~ended~~12% ~~October~~and ~~31, 2013, the Company received the first advance of $50,000. The note has~~ a maturity date of ~~two~~September ~~years~~24, ~~from~~2014. ~~effective~~The ~~date~~lender ofhas ~~each~~the ~~payment~~right ~~and~~after ~~bears~~a ~~and~~period ~~interest rate~~ of ~~12%.~~180 ~~The~~days ~~note~~to ~~can~~convert bethe ~~converted~~balance outstanding into the Company’'s common stock at ~~lessor~~a ofrate ~~$0.03~~equal orto 6050% of the ~~lowest~~average ~~trade~~of ~~price~~the inthree trading prices during the 2520 trading days ~~previous~~prior to the conversion. date

On October 3123, 2013, the Company entered into a ~~convertible~~promissory note with a third party for $50500,000, with an initial discount of $550,~~500~~000. ~~This~~During ~~note~~the ~~bears~~three anmonths ~~interest~~ended ~~rate~~October 31, 2013, the Company received the first advance of 8%$50,000. ~~per~~During ~~annum~~the ~~and~~three ismonths ~~due~~ended ~~October~~April 3130, 2014 the Company received an additional $125,000. The ~~lender~~note has ~~the~~a ~~right~~maturity todate ~~convert~~of ~~the~~two ~~balance~~years ~~outstanding~~from effective date of each payment and bears and interest rate of 12%. The note can be converted into the Company'’s common stock at alessor ~~rate~~of ~~equal~~$0.03 toor 60% of the lowest ~~closing~~trade ~~prices~~price ~~during~~in the 2025 trading days ~~prior~~previous to the conversion ~~date~~.

On ~~November~~December 1823, 2013, the Company entered into a ~~convertible~~note ~~debenture~~purchase agreement with a third party to purchase a Convertible Promissory Note for $~~150~~113,~~000~~500, with an initial discount of $13,500. This note bears an interest rate of 108% per annum and is due ~~May~~December 1827, 2014. The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 5055% of the lowest ~~closing~~sale ~~prices~~price ~~during~~of the ~~twenty~~common stock for the 20 trading ~~days~~immediately prior to the voluntary conversion date. During the quarter ended April 30, 2014, the Company issued $25,000 of common stock.

On ~~November~~December 1813, 2013, the Company entered into a convertible ~~debenture~~ note with a third party for $~~150~~35,000, with an initial discount of $5,000. This note bears an interest rate of 10% per annum and is due ~~May~~June 181, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 5060% of the lowest closing prices during the twenty trading days prior to the conversion date.

F-79

~~Xumanii~~On ~~International~~March ~~Holdings~~21, ~~Corp~~2014, the Company entered into a convertible promissory note with a third party for $55,000, with and an initial discount of $5,000. The note bears interest at 10% and a maturity date of October 1, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 20 trading days prior to the conversion date.

(formerly Xumanii Inc.)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

On December 3, 2013, the Company entered into a senior convertible note with a third party for $450,000, with an initial discount of $150,000. The note has a maturity date of June 3, 2014 and bears and interest rate of 12%. The lender has the right at any time to convert the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment).

On December 12, 2013, the Company entered into a convertible note with a third party for $100,000, with an initial discount of $10,000. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date.

On December 12, 2013, the Company entered into a convertible promissory note with a third party for $~~550~~450,000, with an initial discount of $10,000. $250,000 of the note was advanced prior to January 31, 2014. During the quarter ended April 30, 2014 the additional $200,000 was advanced. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date.

On ~~December~~October 1331, 2013, the Company entered into a convertible note with a third party for $3550,000, with an initial discount of $5,~~000~~500. This note bears an interest rate of 108% per annum and is due ~~June~~October 131, 2014. The lender has the right ~~after a period of 180 days~~ to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the ~~twenty~~20 trading days prior to the conversion date.

On December 23, 2013, the Company entered into a note purchase agreement with a third party to purchase a Convertible Promissory Note for $113,500, with an initial discount of $13,500. This note bears an interest rate of 8% per annum and is due December 27, 2014. The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary conversion date.

On December 27, 2013, the Company entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

On December 27, 2013, the Company also entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

F-On March 20, 2014, the Company entered into a convertible promissory note with a third party for $84,000. The note bears interest at 8% and a maturity date of March 20, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date.

~~Xumanii~~On ~~International~~November ~~Holdings~~18, ~~Corp~~2013, the Company entered into a convertible debenture with a third party for $250,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

~~(formerly~~On ~~Xumanii~~November ~~Inc~~18, 2013, the Company entered into a convertible debenture with a third party for $150,000.) This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

~~NOTES TO FINANCIAL STATEMENTS~~F-10

~~(unaudited)~~ On November 18, 2013, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

On November 1918, 2013, the Company ~~also~~ entered into a convertible ~~note~~debenture with a third party for $~~250~~225,000. This note bears an interest rate of 10% per annum and is due May 1918, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20twenty trading days prior to the conversion date.

~~The~~On ~~Company~~December ~~evaluated~~27, 2013, the ~~conversion~~Company ~~features~~entered oninto ~~the~~a ~~above~~ convertible ~~notes~~note with ~~and~~a ~~determined~~third ~~that~~party for ~~they~~$50,000. ~~created~~This note bears an ~~embedded~~interest ~~financial~~rate ~~derivative~~of ~~due~~12% toper ~~there~~annum ~~being~~and nois ~~explicit~~due ~~limit~~September to30, ~~the~~2014. The ~~number~~lender ofhas ~~shares~~the right to beconvert ~~issued~~the ~~upon~~balance ~~conversion.~~outstanding ~~The~~into the Company's ~~recorded~~common ~~the~~stock ~~initial~~at ~~fair~~a ~~value~~rate equal to 50% of ~~$971,911~~the onlowest closing prices during the ~~financial~~20 ~~derivatives~~trading asdays ~~discount~~prior to the ~~convertible~~conversion ~~notes~~date.

~~For~~On December 27, 2013, the ~~six~~Company ~~months~~also ~~ended~~entered ~~January~~into ~~31,~~a ~~2014,~~convertible ~~the~~note with ~~Company~~a ~~recorded~~third party for $~~303~~50,~~878~~000. This note bears an interest ~~expense~~rate ~~under~~of ~~straight-line~~12% ~~method~~per annum and is due September 30, 2014. The lender has the right to ~~amortize~~convert the ~~discounts~~balance ~~(both~~outstanding ~~original~~into ~~discount~~the ~~and~~Company's ~~derivative~~common ~~discount)~~stock onat a rate equal to 50% of the ~~convertible~~lowest ~~notes.~~closing ~~The~~prices ~~remaining~~during ~~unamortized~~the ~~discount~~20 astrading ofdays ~~January~~prior ~~31,~~to ~~2014~~the ~~was~~conversion ~~$878,033~~date.

On March 20, 2014, the Company entered into a convertible promissory note with a third party for $94,500. The note bears interest at 8% and a maturity date of March 20, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest trading prices during the 20 trading days prior to the conversion date.

On March 24, 2014, the Company entered into a convertible note with a third party for $80,000. This note bears an interest rate of 12% per annum and is due April 24, 2015. The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date.

On April 30, 2014, the Company entered into a convertible promissory note with a third party for $37,500. The note bears interest at 8% and a maturity date of January 30, 2015. The lender has the right after a period of 360 days to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the average lowest 2 day trading prices during the 15 trading days prior to the conversion date.

On May 18, 2014, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

On July 28, 2014, the Company entered into a convertible promissory note with a third party for $50,000. The note bears interest at 8% and a maturity date of December 31, 2014. The lender has the right to convert the balance outstanding into the Company’s common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

On August 1, 2014, the Company received an additional $50,000 from a third-party lender through a convertible promissory note. This advance bears interest at 12%, is unsecured, and has various terms of repayment. The note has a maturity date of two years from effective date of each payment and bears and interest rate of 12%. The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion.

F-11

On August 8, 2014, the Company entered into a convertible promissory note with a third party for $400,000. The note bears interest at 10% per annum and with a maturity date of February 8, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading days prior to the conversion date. Only $150,000 of the note had been received as of October 31, 2014. The Company is currently default on this loan.

On August 29, 2014, the Company entered into a convertible promissory note with a third party for $65,000. The note bears interest at 10% per annum and with a maturity date of March 31, 2015. The Company received $58,750 and recorded a debt discount for issuance costs of $6,250. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. The Company is currently default on this loan.

On September 5, 2014, the Company entered into a convertible promissory note with a third party for $100,000. The note bears interest at 12% per annum and with a maturity date of April 5, 2015. The Company received $90,500 and recorded a debt discount for issuance costs of $9,500. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 30% of the lowest one day closing prices during the 30 trading days prior to the conversion date. The Company is currently default on this loan.

On September 18, 2014, the Company entered into a convertible promissory note with a third party for $20,000. The note bears interest at 12% per annum and with a maturity date of May 7, 2015. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest one day closing prices during the 5 trading days prior to the conversion date.

The Company evaluated the conversion features on the above convertible notes and determined that they created an embedded financial derivative due to there being no explicit limit to the number of shares to be issued upon conversion. During the year ended July 31, 2014, the Company recorded the initial fair value of $1,878,951 on the financial derivatives as discount to the convertible notes. During the three months ended October 31, 2014, the Company recorded the initial fair value of $422,970 on convertible promissory notes issued during the period.

For the three months ended October 31, 2014, the Company recorded $559,663 of interest expense under straight-line method to amortize the discounts (both original discount and derivative discount) on the convertible notes. The remaining unamortized discount as of October 31, 2014 was $658,392.

Note payable:

The Company ~~had~~has a note payable to ~~with~~ Atoll Finance. Interest on ~~this~~the note is 5% per annum. ~~During~~The ~~the~~Company ~~six~~(through ~~months~~its ~~ended~~other ~~January~~lenders) ~~31, 2014, the Company~~ repaid $~~450~~1,~~000~~144,172 and the balance was reduced from $~~642~~1,712,242 to $~~192~~568,~~242~~070 including accrued interest during the year ended July 31, 2014. The note is unsecured and is currently past due.

~~Interest~~A ~~free~~lender ~~loan:~~has an option to purchase $312,242 of the remaining balance. Another lender purchased $55,720 of the note payable. As of October 31, 2014, the outstanding balance on the note payable was $489,522. The Company recorded $6,480 of imputed interest on the payable due to Atoll Finance for the three months ended October 31, 2014.

~~The~~Certain ~~Company~~notes ~~has~~are ain ~~$1,070,000~~default ~~interest~~because ~~free~~the ~~loan~~Company ~~from~~cannot ~~Atoll~~currently ~~Finance~~trade ~~which is due~~ on ~~demand.~~an ~~The~~exchange ~~Company~~which ~~recorded~~most ~~$42,800~~creditors ofhave ~~imputed~~access ~~interest for the six months ended January 31, 2014~~to.

F-912

Xumanii International Holdings Corp.

(formerly Xumanii Inc.)

NOTES TO FINANCIAL STATEMENTS

(unaudited)

NOTE 5 – DERIVATIVE LIABILITY

The Company evaluated the terms of the convertible notes and concluded that since the conversion prices were not fixed, and the number of shares of the Company’s common stock that are issuable upon the conversion of the convertible notes are indeterminable until such time as the note holder elects to convert to common stock, the embedded conversion features created a derivative liability.

The Company measured the derivative liability using the input attributes at each issuance date and recorded an initial derivative liability of $~~971~~11,~~911~~078,298 and $992,990 for the year ended July 31, 2014 and for the three months ended October 31, 2014, respectively. On ~~January~~October 31, 2014, the Company re-measured the derivative liability using the input attributes below and determined the derivative liability value to be $~~810~~1,~~597~~894,891. ~~Other~~Gain ~~income~~on derivative liabilities of $~~161~~3,~~314~~647,523 and $0 was recorded for the ~~six~~three months ended ~~January~~October 31, 2014 and 2013, respectively, and included in the statements of operations in order to adjust the derivative liability to the re-measured value.

	Issuance date	~~January~~October 31, 2014
Stock price	$01.0200 - $017.0600	$01.0200
Exercise price	$01.0110 - $03.0260	$0.01004 - $0.02018
Shares issuable upon conversion	37180,~~423,169~~274 shares	523,~~318~~257,~~182~~200 shares
Expected dividend yield	0.00%	0.00%
Expected life (years)	0.5 - 2 years	0.32 - 2 years
Risk-free interest rate	0.30% - 0.4047%	0.3330% - 0.3447%
Expected volatility	~~257~~223% - ~~346~~242%	~~185~~234% - ~~288~~322%

Change in fair value of financial derivatives during the three months ended October 31, 2014 and 2013 is as follows:

	October 31,			October 31,
	2014			2013
Beginning balance	$	5,656,736		$	-
New derivatives		960,676			-
Transfer from liability classification to equity classification		(1,074,998	)		-
Change in fair value		(3,647,523	)		-
Ending balance	$	1,894,891		$	-

NOTE 6 – RELATED PARTY TRANSACTIONS

~~During~~The ~~the six months ended January 31, 2014, the~~ Company advanced $~~358~~541,~~681,~~451 ~~interest free,~~ to ACLH, LLC, an entity associated with the Company’s CEO., during the year ended July 31, 2014. $~~125~~322,~~000~~950 was repaid by ACLH, LLC to the Company ~~subsequent~~during tothe ~~January~~ year ended July 31, 2014. The remaining balance of $218,501 plus accrued interest is expected to be converted into stock of another public company, an asset owned by ACLH.

During the three months ended October 31, 2014, the Company issued 10,000,000 shares of Series B convertible preferred stock to Intersino, Inc., a related party to the CEO, for services provided in regards to attracting new users to the Company’s Amonshare website.

NOTE 7 – EQUITY TRANSACTIONS

~~During~~Following are the ~~six~~Company’s equity transactions during the three months ended ~~January~~October 31, 2014:

- 51On October 25,~~762~~ 2014,~~450~~ the Company issued 10,000,000 shares of ~~common~~Series B convertible preferred stock to Intersino, Inc. The preferred shares were ~~issued~~valued ~~for~~at $1,500,000 based on the ~~conversion~~agreed terms with Intersino, Inc., in payment of a$50 ~~third-party~~per ~~note~~new ~~payable~~user. inThe preferred shares are convertible into common stock of the ~~amount~~Company at a rate of ~~$450,000;~~0.267 shares of common stock for each share of preferred stock.

- ~~700~~413,~~000~~355 shares of common stock, ~~with~~were ~~fair~~issued ~~value~~for the conversion of third-party convertible notes payable in the amount of $211,~~000~~580,304. ~~were~~The ~~issued~~conversions ~~for~~consisted ~~services;~~of the settlement of $482,490 in principal balance on convertible notes and $1,074,998 in embedded derivative conversion feature liability. A loss of $22,816 was recorded as the difference in fair value of the stock issued and the liabilities settled.

- 9,615,384 shares of common stock, with fair value of $275,000, were issued for the acquisition of RFID patents.

NOTE 8 – SUBSEQUENT EVENTS

OnSubsequent ~~February~~to 18October 31, 2014, the Company ~~entered~~issued ~~into a convertible promissory note with a third party for $100~~163,~~000. The~~965 ~~note~~shares ~~bears~~common ~~interest~~stock atin ~~10%~~settlement ~~per annum and with a maturity date~~ of ~~February~~convertible ~~15,~~notes ~~2015. The~~payable ~~lender~~principal ~~has the right to convert the~~ balance ~~outstanding into the Company's common stock at a rate equal to 50%~~ of ~~the lowest one day closing prices during the 20 trading days prior to the conversion date~~$6,430.

Xumanii acquired Amonshare from Intersino Global Ventures Ltd (IGV) for a price of $1.5M based on $50/registered user. This will be paid in stock, based on a per share price of $.02 at the closing date. Xumanii entered into a marketing agreement with IGV where Xumanii will acquire additional users for $50/user.F-13

F-10

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. The discussion should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements, which involve risks and uncertainties. Our actual results may differ significantly from the results, expectations and plans discussed in these forward-looking statements. See “Cautionary Statement on Forward-Looking Information.”

Our auditors have raised substantial doubt as to our ability to continue as an on-going business for the next 12 months.

To meet our need for cash, we have raised funds from third party loans. We cannot guarantee that since we have adopted and implemented a new business plan and have begun operations that we will stay in business after twelve months. We may quickly use up our current cash and will need to find alternative sources, such as a second public offering, or a private placement of securities in order for us to maintain our operations. At the present time, we have not made any arrangements to raise additional cash, other than from the loans that have been received and similar ones we are contemplating. If we need additional cash and cannot raise it, we may either have to suspend operations until we do raise the cash, or cease operations entirely. If we need more money, we will have to revert to obtaining additional funds as described above.

Plan of Operation

Our business plan which ~~Xumanii~~Imerjn has commenced is to enter the branded tablet market, app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies.

Currently, do not have any future arrangements or commitments in place other than those listed above to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources and possible cost overruns due to price and cost increases in services and products.

We have no assurance that future financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, or expand our operations. Equity financing could result in additional dilution to our existing stockholders. We anticipate that we will need to meet our ongoing cash requirements through the generation of revenue or equity and/or debt financing.

We intend to meet our cash requirements for the short term by generating revenue and, if possible, through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us.

If we are not able to raise all monies needed to fully implement our business plan for the next year as anticipated, we will scale our business development in line with available capital. Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not expend funds on the remainder of our planned activities unless we have the required capital. 3

If we are not able to raise all monies needed to fully implement our business plan for the next year as anticipated, we will scale our business development in line with available capital. Our primary priority in that scenario would be to retain our reporting status with the SEC which means that we would first ensure that we have sufficient capital to cover our legal and accounting expenses. Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.

If we are able to raise the required funds we will fully implement our business plan. If we are not able to raise all required funds, we will prioritize our corporate activities.

Results of Operations

Three Months Ended ~~January~~October 31, 2014 Compared to Three Months Ended ~~January~~October 31, 2013

Revenue

We had $80278,323 of revenues for the three -month ~~periods~~period ended ~~January~~October 31, 2014 and $0 for the three -month ~~periods~~period ended ~~January~~October 31, 2013. ~~We started to generate revenue during the three months ended January 31, 2014.~~

Operating expenses

For the three months ended ~~January~~October 31, 2014 and 2013, we incurred operating expenses of $~~406~~1,~~584~~961,637 and $~~435~~135,~~692~~735, respectively. The operating expenses ~~were~~increased ~~consistent~~primarily due to stock issuance costs of $1,500,000 for services provided in regards to attracting new users to the ~~comparative~~Company’s ~~periods~~Amonshare website.

Other income (expense)

For the three months ended ~~January~~October 31, 2014 and 2013, we ~~incurred~~had other ~~expense~~income of $~~170~~2,~~111~~480,371 and incurred other expense of $1329,~~893~~573, respectively. We recognized ~~$161,314~~a gain on ~~financial~~the ~~derivatives~~change ~~and~~in ~~$303,878~~the ~~amortization~~fair value of ~~debt~~our ~~discount~~derivatives of $3,647,523 for the three months ended ~~January~~October 31, 2014. In 2013, we only had interest accrued for one outstanding ~~loans~~loan.

Net income (loss)

For the three months ended ~~January~~October 31, 2014 and 2013, we had a net ~~loss~~income of $~~576~~656,~~615~~520 and net loss of $~~449~~165,~~585~~308, respectively. The increase was primarily due to ~~amortization~~the ofgain ~~debt~~recognized ~~discount,~~on ~~partially~~the ~~offset~~change byin ~~gain~~the ~~recognized~~fair onvalue ~~the~~of ~~financial~~our derivatives.

Six Months Ended January 31, 2014 Compared to Six Months Ended January 31, 2013

Revenue

We had $80 of revenues for the six month periods ended January 31, 2014 and $0 for the six month period ended January 31, 2013. We started to generate revenue during the three months ended January 31, 2014.

Operating expenses

For the six months ended January 31, 2014 and 2013, we incurred operating expenses of $542,239 and $668,517, respectively. The decrease was due to us spending less in general and administrative expense in 2014 when we were able to control costs incurred by the Company.

Other expense

For the six months ended January 31, 2014 and 2013, we incurred other expense of $199,684 and $23,060, respectively. We recognized $161,314 gain on financial derivatives and $303,878 amortization of debt discount for the three months ended January 31, 2014. In 2013, we only had interest accrued for outstanding loans.

Net loss

For the six months ended January 31, 2014 and 2013, we had net loss of $741,923 and $691,577, respectively. The increase was due to amortization of debt discount, partially offset by gain recognized on the financial derivatives.

Liquidity and Capital Resources

WeAs ~~started~~of toOctober ~~generate~~31, ~~revenues~~2014, ~~from~~ our ~~business~~total ~~operations~~assets ~~during~~were ~~the~~$3,388,505, ~~quarter~~comprised ~~ended~~primarily ~~January~~of 31$189,897 ~~2014~~in cash, $218,501 in related party notes receivable and other non-current assets. Our total liabilities were $4,290,593, including convertible note payables of $1,142,547 and derivative liabilities of $1,894,891.

As of January 31, 2014, our total assets were $1,040,534, including cash in the amount of $335,965. Our total liabilities were $2,703,701, which primarily consists of loans payable.

We intend to meet our cash requirements for the short term by generating revenue and through a combination of debt financing and equity financing by way of private placements. We currently do not have any arrangements or commitments in place to complete any private placement financings and there is no assurance that we will be successful in completing any such financings on terms that will be acceptable to us. If we are not able to raise the amount needed to fully implement our business plan as anticipated, we will scale our business development in line with available capital.

Our primary priority will be to retain our reporting status with the SEC which means that we will first ensure that we have sufficient capital to cover our legal and accounting expenses.

Once these costs are accounted for, in accordance with how much financing we are able to secure, we will focus on market awareness, testing and servicing costs as well as marketing and advertising to social media marketing websites. We will likely not expend funds on the remainder of our planned activities unless we have the required capital.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and as defined by Rule 229.10(f)(1) of Regulation S-K, and are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES.

Evaluation of Disclosure Controls and Procedures

We maintain “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. We conducted an evaluation under the supervision and with the participation of our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report pursuant to Rule 13a-15 of the Exchange Act. Based on this Evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our Disclosure Controls were not effective as of the end of the period covered by this report due to the lack of adequate segregation of duties and the absence of an audit committee.

Changes in Internal Controls

There were no changes in our internal control over financial reporting during our most recent fiscal quarter that affected, or were reasonably likely to affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

Currently we are not involved in any litigation that we believe could have a material adverse effect on our financial condition or results of operations. There is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the executive officers of our company or any of our subsidiaries, threatened against or affecting our company, our common stock, any of our subsidiaries or of our companies or our subsidiaries’ officers or directors in their capacities as such, in which an adverse decision could have a material adverse effect.

ITEM 1A. RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and are not required to provide the information under this item.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS.

The following documents are included herein:

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
31.1	Certification of Principal Executive Officer ~~and Principal Financial Officer~~ pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
31.2	Certification of Chief Financial Officer pursuant to rule 13a-14				X
32.1	Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
32.2	Certification of Chief Financial Officer pursuant to 18 U.S.C. section 1350, as adopted pursuant to section 906 of the sarbanes-oxley act of 2002				X

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-KQ and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, NV on this ~~18th~~15th day of ~~March~~December 2014.

Xumanii International Holdings Corp. BY: /s/ Adam Radly Adam Radly President, ~~Treasurer,~~ Director /s/ Bob Bates Bob Bates CFO

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.

Signature	Title	Date
/s/Adam Radly	President, ~~Treasurer,~~Director	~~March~~December 1815, 2014
	Director	2014
Adam Radly
/s/ Bob Bates	CFO
Bob Bates

Filing Compare · Imerjn Inc.