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

FORM 10-Q

(Mark One)

[X] Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended ~~December~~March 31, ~~2012~~2013

[ ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission file number: 0-23391

XFORMITY TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Colorado

84-1434313

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

~~4100~~2005 ~~Spring~~Keats ~~Valley Road~~Lane, ~~Suite~~Highland ~~800~~Park, ~~Dallas,~~ ~~Texas 75244~~ IL 60035 (Address of principal executive offices, including zip code) Issuer's Telephone No., including area code: ~~(972)~~847 ~~661-1200~~579 0770

Indicate by check mark whether Registrant: (1) has 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 past 90 days. Yes X No X

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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [X ]

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 x No X

The number of shares outstanding of the Issuer’s Common stock, $0.0001 par value, at ~~February~~July 1229, 2013 is 53,756,553.

PART I.	FINANCIAL INFORMATION	PAGE
Item 1.	Financial statements
	Consolidated Balance Sheets – December 31, 2012 (Unaudited) and June 30, 2012	3
	Unaudited Consolidated Balance Sheets – March 31, 2013 and June 30, 2012	3
	Unaudited Consolidated Statements of Operations – Three Months and Six Months Ended December 31, 2012 and 2011	4
	Unaudited Consolidated Statements of Operations – Three Months and Nine Months Ended March 31, 2013 and 2012 and Developmental Stage for the Three Months and Nine Months Ended March 31, 2013 and 2012.	4
	Unaudited Consolidated Statements of Cash Flows – Six Months Ended December 31, 2012 and 2011	5
	Unaudited Consolidated Statements of Cash Flows and Developmental Stage – Nine Months Ended March 31, 2013 and 2012	5
	Notes to Unaudited Consolidated Financial Statements	67
Item 2.	Management's Discussion and Analysis and Results of Operations	912
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1214
Item 4.	Controls and Procedures	1214
PART II.	OTHER INFORMATION
Item 1.	Legal Proceedings	1315
Item 1A	Risk Factors	1315
Item 2.	Unregistered Sales of Securities and Use of Proceeds	1315
Item 3.	Defaults upon Senior Securities	1315
Item 4.	~~[Removed]~~Mine Safety Disclosures	15
Item 5.	Other Information	1315
Item 6.	Exhibits	1316

XFormity Technologies, Inc. and Subsidiary

(A Development Stage Company)Consolidated Balance Sheets

	December 31,					June 30,
	March 31,			June 30,
	2012					2012
	2013			2012
ASSETS	(Unaudited)	~~(Unaudited)~~	(Unaudited)
Current Assets
Cash and cash equivalents	$ 53,518	~~$ 138,937~~	$ -		~~$ 85,753~~
Accounts receivable-trade		166,577			171,454
Assets from discontinued operations	-		306,818
Accounts receivable – related party - trade		-			14,859
Total current assets	53,518		-
Prepaid expenses		13,268			3,466
Assets held for sale – long term	-		-
Assets held for sale -current		21,550			5,373
Total Assets	$ 53,518		$ 306,818
Total current assets		340,332			280,905
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Assets held for sale – long term		-			25,913
Current Liabilities
Total Assets		$ 340,332			$ 306,818
Convertible debentures – related parties	$ -		$ -
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Convertible debentures	-		-
Current Liabilities
Accounts payable	-		-
Convertible debentures – related parties		$ 906,682			$ 906,682
Accrued expenses	-		-
Convertible debentures		300,081			300,081
Liabilities associated with assets held for sale - current	-
Accounts payable		4,901			2,718
Total Current Liabilities	-
Accrued expenses		304,239			244,441
Liabilities associated with assets held for sale – long term	-
Liabilities associated with assets held for sale - current		257,217			348,465
Total liabilities from discontinued operations	0		1,926,342
Total Current Liabilities		1,773,120			1,802,387
Stockholders' Deficit:
Liabilities associated with assets held for sale – long term		-			123,955
Preferred stock, $0.01 par value, 100,000,000 shares authorized, zero issued and outstanding at March 31, 2013 and June 30, 2012	-		-
Total liabilities		1,773,120			1,926,342
Common stock, $0.0001 par value, 125,000,000 shares authorized, 53,756,553 shares issued and outstanding at March 31, 2013 and June 30, 2012	5,376		5,376
Stockholders' Deficit
Additional paid-in capital	6,943,116		6,933,117
Preferred stock, $0.01 par value, 100,000,000 shares authorized, none issued and outstanding at December 31, 2012 and June 30, 2012		-			-
Accumulated deficit	(6,894,974)		(8,558,017)
Common stock, $0.0001 par value, 125,000,000 shares authorized, 53,756,553 shares issued and outstanding at December 31, 2012 and June 30, 2012		5,376			5,376
Total Stockholders' Equity (Deficit)	53,518		(1,619,524)
Additional paid-in capital		7,141,804			6,933,117
Total Liabilities and Stockholders' Equity	$ 53,518		$ 306,818
Accumulated deficit		(8,579,968)			(8,558,017)
Total Stockholders' Deficit		(1,432,788)			(1,619,524)
Total Liabilities and Stockholders' Deficit		$ 340,332			$ 306,818

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

XFormity Technologies, Inc. and Subsidiary

(A Development Stage Company) Consolidated Statements of Operations

	(Unaudited)		(Unaudited)		(Unaudited)
	Three Months Ended December 31,		Six Months Ended December 31,
	Three Months Ended March 31,		Nine Months Ended March 31,		From Date of Inception of development stage (August 1, 2012) to March 31, 2013
	2012	2011	2012	2011
	2013	2012	2013	2012
Expenses
General and administrative	24,817	~~8,619~~-	7398,~~636~~453	~~34,822~~-		98,453
Loss from operations	(24,817)	~~8,619~~-	73(98,~~636~~453)	~~34,822~~-
Interest expense	34,660	93,999	62,035	178,580
Loss from continuing operations	(24,817)	-	(98,453)	-		(98,453)
Change in fair value of derivatives	-	(8,237)	-	(64,192)
Gain from discontinued operations	1,739,706	175,891	1,853,426	-		-
Loss from continuing operations	(59,477)	(94,381)	(135,671)	(149,210)
Income (loss) from discontinued operations	(29,899)	(29,380)	(91,934)	(97,290)		-
Income (loss) from discontinued operations	(118,490)	(14,289)	113,720	16,825
Net Income/(loss)	$ 1,684,990	$ 146,511	$ 1,663,039	$ (97,290)		(98,453)
Net loss	$ (177,967)	$ (108,670)	$ (21,951)	$ (132,385)
(Net loss per share –from continuing operations	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Net loss per share –from continuing operations	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Net income/(loss) per share –from discontinued operations	$ (0.03)	$ (0.00)	$ (0.03)	$ (0.00)
Net loss per share –from discontinued operations	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Net Income (loss) per share – basic and diluted	$ 0.03	$ (0.00)	$ 0.03	$ (0.00)
Net Income (loss) per share – basic and diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Weighted average number of shares – basic and diluted	53,756,553	51,931,553	53,756,553	53,548,264
Weighted average number of shares – basic and diluted	53,756,553	51,931,553	53,756,553	53,548,264

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

XFormity Technologies, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Cash Flows

	(Unaudited)
	Six Months Ended December 31,
	Nine Months Ended March 31,		From Date of Inception of development stage (August 1, 2012) to March 31, 2013
	2012	2011
	2013	2012
Operating activities:
Net income (loss)	$ (21,951)	$ (132,385)
Discontinued Operations
Depreciation	4,362	5,437
Net income (loss)	$ 1,761,492	$ (97,290)
Gain on sale of license	(300,000)	-
Depreciation	17,206	8,156
Amortization of debt discount	-	123,763
Gain on sale of license	(300,000)	-
Non-cash transactions for:	-
Amortization of debt discount	-	206,747
Change in fair value - derivatives		(64,192)
Non-cash transactions for:
Changes in:
Debt forgiveness		(240,083)
Accounts receivable	19,736	18,055
Changes in:
Prepaid expenses	(4,429)	(10,892)
Security Deposit	8,707	-
Accounts payable	(65,567)	2,415
Convertible Debenture	(1,206,764)	-
Accrued expenses	(52,615)	75,527
Accounts receivable	196,318	5,415
Deferred revenue	(28,573)	4,627
Prepaid expenses	8,839	(6,822)
Deferred credits	(6,466)	(6,151)
Accounts Payable	(157,121)	17,786
Net cash used in operating activities	(455,503)	16,204
Accrued expenses	(393,656)	112,735
Investing activities:
Deferred revenue	(31,753)	2,202
Proceeds from sale of license	300,000	-
Deferred credits	(137,050)	(9,285)
Net cash provided from investing activities	300,000	-
Net cash used from discontinued operations	(237,782)	(439)
Financing activities:
Investing activities:
Capital contributions	208,687	-
Proceeds from sale of license	300,000	-
Net cash provided from financing activities	208,687	-
Net cash provided from investing activities	300,000	-
Increase in cash and cash equivalents	53,184	16,204
Cash and cash equivalents, beginning of period	85,753	56,625
Cash and cash equivalents, end of period	$ 138,937	$ 72,829
Supplemental disclosure of non-cash financing and investing activities
Interest paid	-	-

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

CONTINUED ON FOLLOWING PAGE

~~XFormity~~CONTINUED ~~Technologies,~~FROM ~~Inc.~~PREVIOUS ~~and Subsidiary Notes to Consolidated Financial Statements December 31, 2012~~PAGE

XFormity Technologies, Inc. and Subsidiary

(A Development Stage Company)

Consolidated Statements of Cash Flows


(Unaudited)
Nine Months Ended March 31,		From Date of Inception of development stage (August 1, 2012) to March 31, 2013
2013	2012


Financing activities:
Net cash provided from financing activities	-	-

Increase (decrease) in cash from discontinued operations	(66,218)	(439)
Cash and cash equivalents, beginning of period	85,753	56,625
Cash and cash equivalents August 1, 2012 and June 30, 2012 respectively	151,971	56,186	151,971

Continuing Operations
Net income (loss)	$ (98,453)	$ -	$ (98,453)

Cash decrease from continuing operations	(98,453)	-	-
Cash and cash equivalents, end of period	$ 53,518	$ 56,186	$ 53,518
Supplemental disclosure of non-cash financing and investing activities	-	-

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

XFormity Technologies, Inc. and Subsidiary
Notes to Consolidated Financial Statements
March 31, 2013

(Unaudited)

Note 1 Organization and Nature of Business.

The reporting entity in this form 10-Q is XFormity Technologies, Inc. (a Colorado Corporation) ("XFormity" or the "Company") and includes the operations of XFormity, Inc. (a Texas Corporation) (“XFM”), the wholly owned subsidiary of the Company. XFormity ~~provides~~formerly provided technology and services to multi-unit business operators. The Company’s core products ~~are~~were hosted Business Intelligence (BI), Balanced Scorecard and Benchmarking solutions. These solutions ~~help~~helped customers with operational data analysis, trend reporting, issue identification and tracking. The Company ~~provides~~provided data integration and management services that feed the BI and Scorecard solution with data from many key data sources. The Company’s solutions ~~are~~were provided to customers as a hosted (software-as-a-service) model, which allows the Company to rapidly configure and implement solutions for new customers in an affordable, cost-effective manner.

~~The~~As noted below in Note 2, the Company ~~provides~~executed ~~services~~an ~~for~~Asset ~~franchisors~~Sale and ~~franchisees~~Purchase inAgreement aeffective ~~growing~~August ~~list~~1, of2012 ~~customers~~(“APA”) ~~across~~which would have resulted in the ~~United~~disposition ~~States~~of ~~and~~all ~~Canada. XFormity~~material isoperations including all current revenue streams for the ~~provider~~Company. The ofAPA ~~Burger~~terminated ~~King~~without ~~Corporation's~~consummation ~~(BKC)~~effective ~~operational~~March ~~reporting~~29, ~~for~~2013 ~~all~~due ~~company~~to ~~owned~~the ~~and~~Company’s ~~operated~~inability ~~restaurants~~to inobtain the USapproval ~~and~~of ~~Canada.~~its Inshareholders ~~addition~~in accordance with applicable legal requirements. Due to ~~this~~that ~~deployment~~failure, the holders of the Company’s ~~has~~outstanding ~~had~~senior ~~success~~secured indebentures ~~delivering~~(“Debentures”) ~~solutions~~demanded onthat athe ~~big~~Company ~~scale~~convey byits assets to the ~~use~~Indenture Trustee exercising the rights of ~~its~~the ~~balanced~~Debenture ~~scorecard~~holders ~~and~~under ~~financial~~a ~~benchmarking~~Trust ~~tools~~Indenture ~~for~~pursuant ~~all~~to ~~Burger~~their ~~King~~senior ~~Corporate~~secured ~~restaurants~~rights. Accordingly, ineffective April 1, 2013, the ~~United~~Company ~~States~~executed ~~and~~with ~~Canada,~~the ~~totalling~~Indenture ~~nearly~~Trustee 6an Agreement to Accept Collateral in Satisfaction of Obligations (the “Collateral Satisfaction Agreement”),~~500~~ ~~restaurants.~~conveying ~~The~~substantially ~~Company~~all ~~has~~of ~~expanded~~the ~~its~~Company’s ~~services~~assets to ~~customers~~the inIndenture ~~both~~Trustee ~~fine~~in ~~and~~satisfaction ~~casual~~of ~~dining~~the Debentures.

AsThe ~~noted below in Note 2, the~~ Company ~~has~~is ~~executed~~now ana ~~Asset~~shell ~~Sale~~company and ~~Purchase~~intends ~~Agreement~~to ~~effective~~seek ~~August~~another 1,business ~~2012~~combination ~~(“APA”)~~or ~~which will result in the disposition of all material operations including all current revenue streams for the Company~~merger.

Note 2 Discontinued Operations.

In August, 2012, the Company executed and delivered the following agreements with Altametrics XFormity, LLC (“Altametrics”):

Asset Sale and Purchase Agreement effective August 1, 2012 (“APA”)

Escrow Agreement

License Agreement

Management agreement.

Under the terms of the APA, Altametrics agreed to purchase substantially all of the Company’s assets in consideration of $1,300,000. Of the total purchase price, $650,000 has been deposited into escrow with the Company’s stock transfer agent, Corporate Stock Transfer, Inc., as Escrow Agent under the terms of an Escrow Agreement. Consummation of the APA is subject to several material conditions precedent, including the approval of the Company’s shareholders. Pending consummation of the APA, the Company entered into two additional agreements with Altametrics: a Management Agreement pursuant to which Altametrics agreed to serve as Business Manager of the Company’s operations effective August 1, 2012; and a License Agreement pursuant to which, in consideration of a one time license fee in the

to which Altametrics agreed to serve as Business Manager of the Company’s operations effective August 1, 2012; and a License Agreement pursuant to which, in consideration of a one-time license fee in the amount of $300,000, the Company granted to Altametrics a non-exclusive license to use the Company’s intellectual property rights. The entire proceeds of $300,000 was recorded as a gain with the transaction as the Company had no related asset on the balance sheet at the time of the sale, and had no further obligations related to the disposition. Since August 1, 2012, Altametrics has been managing the Company’s operations under the Management Agreement and License, in consideration for which Altametrics is entitled to retain any net profits realized from those operations during the management period. As a part of this agreement, Altametrics will contribute sufficient funds for working capital purposes as necessary to keep the Company operating. These funds are not owed back to Altametrics from the Company and are considered capital contributions regardless of the outcome of the APA. During the period ended December 31, 2012, the Company received $208,687 in contributions from Altametrics.

Effective July 31, 2012, all of the Company’s senior secured convertible debentures (“Debentures”) in the aggregate principal amount of approximately $1.2 million matured and became due and payable in full. As a result, the Company is in default under the Debentures; and a majority in interest of the Debenture holders have served upon the Company a notice of default and a further notice that the Debenture holders would not agree to a further extension of the Debentures. The Debenture holders have a senior security interest in all of the tangible and intangible assets of the Company and could foreclose on those assets at any time. A majority in interest of the Debenture holders have agreed in principle to accept payment in the amount of the total net proceeds received by the Company from the consummation of the APA with Altametrics in satisfaction of all liability under the Debentures, which amount is expected to be several hundred thousand dollars less than the total principal and accrued and unpaid interest due under the Debentures. In the event the Company iswas unable to secure the approval of its shareholders to the APA, the Debenture holders ~~have~~ executed a back-up Asset Purchase Agreement with Altametrics pursuant to which they ~~have~~ agreed to foreclose on the Company’s assets under their senior security interest and convey those assets to Altametrics for the same consideration, to wit: $1.3 million. ~~Under either scenario, there will be no funds available for distribution to the Company’s shareholders resulting from the sale of its assets to Altametrics.~~

AsThe aAPA ~~result~~was ofterminated ~~the~~on ~~foregoing~~March ~~transactions~~29, ~~effective August 1~~2013, ~~2012,~~due to the Company’s ~~assets,~~inability ~~other~~to ~~than~~obtain ~~its~~the ~~cash~~approval ~~and~~of ~~cash~~its ~~equivalents,~~shareholders. As ~~accounts~~a ~~receivable resulting from sales made prior to August 1~~result, ~~2012,~~the ~~and~~Debenture ~~specific~~holders ~~insurance~~demanded ~~polices,~~that ~~are~~the ~~reflected~~Company asconvey ~~assets~~all ~~held~~of ~~for sale and include~~ its ~~property~~assets ~~and~~to ~~equipment,~~the ~~security~~Indenture ~~deposits~~Trustee and ~~its intellectual property with a carrying value of $21~~,~~550~~ aseffective ofApril ~~December 31~~1, ~~2012. Concurrently~~2013, the ~~liabilities~~Company ~~associated~~and ~~with~~ the ~~discontinued~~Indenture ~~operation,~~Trustee ~~including~~executed ~~all~~an ~~accounts~~Agreement ~~payable~~to ~~and~~Accept ~~accrued~~Collateral ~~expenses incurred~~ in ~~the~~Satisfaction ~~normal course~~ of ~~the~~Obligations ~~discontinued~~pursuant ~~operation~~to ~~are~~which ~~reflected~~the asCompany ~~liabilities~~conveyed ~~associated~~its ~~with the~~ assets ~~held~~to ~~for~~the ~~sale~~Indenture ~~with~~Trustee ain ~~carrying~~satisfaction ~~value~~ of ~~$257,217 as of December 31, 2012. Revenue from discontinued operations for~~ the ~~six months ended December 31, 2012 and 2011 was $422,963 and $738,099, respectively~~Debentures. The ~~For~~Indenture ~~further~~Trustee ~~information~~subsequently onreconveyed the ~~results~~assets ~~from~~to ~~discontinued~~Altametrics ~~operations~~under ~~see management’s discussion and analysis of~~ the ~~revenues~~back-up ~~and expenses relating to the discontinued operation~~APA.

As a result of the foregoing transactions, effective August 1, 2012, the Company’s assets, other than its cash and cash equivalents, have been eliminated. For further information on the results from discontinued operations see management’s discussion and analysis of the revenues and expenses relating to the discontinued operation.

Note 3 Basis of Financial Statement Presentation.

The accompanying unaudited consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in consolidated financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been consolidated or omitted in accordance with such rules and regulations. The information furnished in the interim consolidated financial statements includes normal recurring adjustments and reflects all adjustments which, in the opinion of management, are necessary for a fair presentation of such consolidated financial statements.

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

Although management believes the disclosures and information presented are adequate to not make the information misleading, it is suggested that these interim consolidated financial statements be read in conjunction with the Company's most recent audited financial statements and notes thereto included in its June 30, 2012 Annual Report on Form 10-K ~~and the 8-K and 8-K/A as reflected above~~. ~~Operating results for the three months and six months ended December 31, 2012 are not necessarily indicative of the results that may be expected for the entire year or any other period.~~

The Company's financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company; (1) to obtain adequate capital from outside sources, or (2) to fund itself through profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

liquidation of liabilities in the normal course of business. The ability of the Company to continue as a going concern is dependent on the Company; (1) to obtain adequate capital from outside sources, or (2) to fund itself through profitable operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

Note 4 Going Concern

As shown in the accompanying consolidated financial statements, the Company has incurred an accumulated deficit of $86,~~579~~894,~~968~~974 and ahas limited working capital ~~deficit~~ of $153,~~432,788~~518 as of ~~December~~March 31, ~~2012~~2013. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern ~~or if the sale of its assets to Altametrics is not completed~~.

Note 5 Property and Equipment ~~- (are part of the assets held for sale)~~

Property and equipment are stated at cost less accumulated depreciation. Depreciation of property and equipment is computed for financial statement purposes using accelerated methods over a five year estimated useful life of the assets. Accumulated depreciation at ~~December~~June 3130, 2012 was $~~189~~185,~~834~~742. The property and ~~$185,742~~equipment at ~~June~~March 3031, ~~2012. Management~~2013 ~~has~~was ~~evaluated~~part ~~the~~of ~~difference between~~ the ~~straight~~sale ~~line~~of ~~and accelerated method used and has deemed~~ the ~~difference~~discontinued ~~immaterial~~operations.

Note 6 Deferred Credits ~~– (are part of the liabilities associated with assets held for sale)~~

In January 2006, the Board of Directors, agreed to offer then seven major customers, (“consortium members”) the following options in exchange for any further billing credits: (1) a right to receive $150,000 in billing credits applied against their monthly business intelligence software billings at a rate of 25% of the billings commencing July 1, 2006, or (2) a right to receive an additional 833,333 shares of the Company’s common stock per consortium member. These shares would be in addition to the shares issued to consortium members in exchange for their original $100,000 investment in fiscal 2004.

Only two consortium members elected option (1), one commencing January 1, 2006, and the other commencing July 1, 2006. The deferred credits at ~~December~~March 31, ~~2012~~2013 inhave ~~the~~been ~~respective~~eliminated ~~amounts~~due ~~of $64,100 and $66,484, net of amortization, are expected~~ to ~~be utilized over an 11 to 12 year period based on their current billing rates using a 5% discount rate that approximated~~ the ~~risk-free~~discontinuation ~~rate~~of inbusiness ~~effect during the offered option period~~operations.

Note 7 Accounts Payable

Accounts payable represents balances due to trade creditors and fees for professional services incurred for legal and audit services. The accounts payable at March 31, 2013 were part of the sale of the discontinued operations.

legal and audit services.

Note 8 Accrued Expenses

Accrued expenses other than as reflected herein are part of the liabilities associated with assets held for sale.

	December 31,	June 30,
	March 31	June 30,
	2012	2012
	2013	2012
Accrued interest on convertible debentures	$304,239	$244,441

The accrued expenses at March 31, 2013 were part of the sale of the discontinued operations.

Note 9 Convertible Debentures

If all of the remaining debenture holders at December 31, 2012 elected to convert their debentures and warrants into shares of the Company’s common stock, the Company would be required to issue an additional 18,824,392 shares. Effective July 31, 2012, all of the Company’s senior secured convertible debentures (“Debentures”) in the aggregate principal amount of approximately $1.2 million matured and became due and payable in full. As a result, the Company is in default under the Debentures; and a majority in interest of the Debenture holders have served upon the Company a notice of default and a further notice that the Debenture holders would not agree to a further extension of the Debentures. The Debenture holders ~~have~~had a senior security interest in all of the tangible and intangible assets of the Company and could foreclose on those assets at any time. A ~~majority~~Effective inApril ~~interest~~1, of2013, the ~~Debenture holders have agreed in principle to accept payment in the amount of the total net proceeds received by the~~ Company ~~from the consummation of the APA with Altametrics in satisfaction of all liability under the Debentures, which amount is expected to be several hundred thousand dollars less than the total principal~~ and ~~accrued and unpaid interest due under~~ the ~~Debentures. In~~Indenture ~~the~~Trustee ~~event~~entered ~~the~~into ~~Company is unable to secure~~ the ~~approval~~Collateral ofSatisfaction ~~its shareholders to the APA, the Debenture holders have executed a back-up Asset Purchase~~ Agreement ~~with~~conveying ~~Altametrics pursuant to which they have agreed to foreclose on~~ the Company’s assets ~~under~~in ~~their~~satisfaction ~~senior~~of ~~security interest and convey those assets to Altametrics for~~ the ~~same~~obligations ~~consideration,~~under ~~to wit: $1.3 million. As a result, it is unlikely that~~ the ~~Debenures will be converted into shares of common stock~~Debentures.

Note 10 Derivative Liabilities

The Company’s warrants and its Convertible Notes have reset provisions to the exercise price and conversion price if the Company issues equity or other derivatives at a price less than the exercise price set forth in such warrants and notes. This ratchet provision resulted in a derivative liability in our financial statements that was evaluated at zero at June 30, 2012 and ~~December~~March 31, ~~2012~~2013 by an independent consultant. The derivative liabilities at March 31, 2013 were part of the sale of the discontinued operations.

In the six months quarters ended December 31, 2011, the derivative liabilities decreased to $449,894 at December 31, 2011, from $514,086 at June 30, 2011. During the three months and six months ended December 31, 2011, the Company recorded a gain of $8,237 and $64,192, respectively, for the change in fair value.

Note 11 Earnings per Share

Basic earnings per share are calculated based on the weighted-average number of outstanding common shares. As of ~~December~~March 31, ~~2012~~2013, the Company had 53,756,553 shares outstanding,. AsThe ~~of December 31, 2012, the Company had issued~~ convertible debentures, ~~in the amount of $1~~options,~~206,763~~ ~~convertible~~and atwarrants have a ~~conversion~~strike price ofequal ~~the~~to ~~lesser~~or ofin ~~(i)~~excess ~~70%~~ of the market price, ~~per~~$0.0024 ~~share~~at ofMarch ~~common~~31, ~~stock~~2013, orand ~~common~~are ~~stock~~considered ~~equivalent~~not ~~paid~~“in bythe ~~investors~~money”, inthey ~~the~~are ~~Company’s~~excluded ~~next~~from ~~round~~the calculation of ~~equity~~diluted orearnings ~~debt~~per ~~financing~~share ~~consisting~~due ofto attheir ~~least~~anti-dilutive effect.

$1,000,000 in cumulative gross proceeds, or (ii) $0.12, warrants outstanding of 4,802,642 consisting of 2,401,321 with an exercise price of $0.14 and 2,401,321 with an exercise price of $0.18.

For the six months ended December 31, 2012, the conversion of all of the above would result in a possible dilution of 23,627,028 shares. However, as the convertible debentures, options, and warrants have a strike price equal to or in excess of the market price, $0.0024 at December 31, 2012, and are considered not “in the money”, they are excluded from the calculation of diluted earnings per share due to their anti-dilutive effect.

Note 12 Income Taxes

As of July 1, 2007, the Company adopted the current accounting guidance for the Accounting for Uncertainty in Income Taxes, which seeks to reduce the diversity in practice associated with the accounting and reporting for uncertainty in income tax positions. The Company believes it does not have any uncertain tax positions taken or expected to be taken in its income tax returns.

At ~~December~~March 31, ~~2012~~2013, the Company had net operating loss carry-forwards approximating $15,100,000 that expire in 2017 through 2028. The carry-forward losses and the related deferred tax benefit are significantly limited by the provisions of Internal Revenue Code Section 382. The Company’s taxable losses, have created a deferred tax benefit of approximately $1,963,000 that is fully reserved.

Note 13 Related Party Transactions

~~Six~~Of ~~of our customers who are also stockholders in~~ the ~~Company,~~total ~~generated~~9% ~~revenues~~convertible ~~approximating~~debentures ~~$42,200~~issued ~~and~~through ~~$84,200,~~March ~~respectively, in the three months and six months ended December~~ 31, ~~2012. In the same periods in the prior year~~2013, ~~revenues~~related ~~approximated~~parties held $38906,~~200~~682. ~~and~~The ~~$76,700,~~Collateral ~~respectively.~~Satisfaction AAgreement ~~principal~~resulted in ~~one~~the ~~current~~satisfaction ~~customer~~of ~~serves~~all asamounts adue ~~member~~under of the ~~Board~~Debentures, ofincluding ~~Directors~~accrued and ~~the~~unpaid ~~Audit Committee~~interest.

Of the total 9% convertible debentures issued through December 31, 2012, related parties hold $906,682. Interest expense accrued to related parties for the three months and six months ended December 31, 2012 was $41,136. 10

Effective April 1, 2013, the Company conveyed its assets to the Debenture holders under the Collateral Satisfaction Agreement. The holders of a majority in interest of the Debentures were officers and directors of the Company.

Note 14 Commitments and Contingencies

The lease obligations ~~are~~were part of the liabilities associated with assets held for sale. The Company entered into a 65 month net lease at its Dallas, Texas office, commencing June 1, 2008, with rent approximating $4,300 per month. The Company also had a month-to-month lease for $700 per month at its Northbrook, Illinois office that was terminated as of August 31, 2012. ~~Total~~Effective ~~rent~~August ~~expense for the three months and six months ended December 31~~1, 2012 ~~was $17~~,~~314~~ ~~and~~Altametrics ~~$27,371,~~assumed ~~respectively,~~the ~~compared~~Company’s toobligations ~~$15,086~~under ~~and $30,171 in~~ the ~~comparable~~leases ~~periods~~pursuant into the ~~prior~~Management ~~year. The~~Agreement ~~Company~~described ~~accounts~~elsewhere ~~for~~in ~~these~~this ~~leases as operating leases~~Report.

Note 15 Subsequent Events

~~Management~~Effective ~~reported~~April ~~that~~1, ~~there~~2013, ~~are~~the noCompany ~~reportable~~executed ~~events~~and ~~through~~delivered the ~~date~~Collateral Satisfaction Agreement, effectively divesting of ~~this~~all ~~filing.~~operating assets and becoming a shell company.

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ITEM 2.	MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

~~Safe Harbour -~~ Forward Looking Statements

When used in this Quarterly Report on Form 10-Q, in documents incorporated herein and elsewhere by us from time to time, the words "believes," "anticipates," "expects" and similar expressions are intended to identify forward-looking statements concerning our business operations, economic performance and financial condition, including in particular, our business strategy and means to implement the strategy, our objectives, the amount of future capital expenditures required, the likelihood of our success in developing and introducing new products and expanding the business, and the timing of the introduction of new and modified products or services. These forward looking statements are based on a number of assumptions and estimates which are inherently subject to significant risks and uncertainties, many of which are beyond our control and reflect future business decisions which are subject to change.

A variety of factors could cause actual results to differ materially from those expected in our forward-looking statements, including those set forth from time to time in our press releases and reports and other filings made with the Securities and Exchange Commission. We caution that such factors are not exclusive. Consequently, all of the forward-looking statements made in this document are qualified by these cautionary statements and readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We undertake no obligation to publicly release the results of any revisions of such forward-looking statements that may be made to reflect events or circumstances after the date hereof, or thereof, as the case may be, or to reflect the occurrence of unanticipated events.

~~RESULTS~~OPERATING ~~OF OPERATIONS~~PLAN

~~REVENUE~~ The Company’s ~~primary~~believes ~~revenue~~it iscan ~~derived~~offer byowners ~~delivering~~of ~~software~~potential asmerger or acquisition candidates the opportunity to acquire a ~~service~~controlling ownership interest in a public company at substantially less cost than is required to conduct an initial public offering. The target company will, however, incur significant post-merger or ~~hosted~~acquisition ~~solutions~~registration ~~for~~costs ~~its~~in ~~clients~~the ~~billed~~event ontarget company shareholders wish to offer a ~~monthly~~portion ~~basis~~of ~~for~~their ~~each~~shares ~~location~~for ~~serviced~~subsequent sale. ~~For~~Further, ~~the~~while ~~three~~target ~~months~~company ~~and~~shareholders ~~six~~will ~~months~~receive ~~ended~~"restricted ~~December~~securities" ~~31,~~in ~~2012,~~any ~~the~~merger ~~Company~~or ~~generated~~acquisition ~~$168~~transaction,~~126~~ ~~and~~those ~~$422,963,~~restricted ~~respectively~~securities will represent, inif ~~revenues~~a ~~compared~~trading tomarket ~~$341,647~~develops ~~and~~for ~~$738~~our common stock,~~099~~ ownership in ~~the~~a ~~comparable~~"publicly-traded" ~~prior~~as ~~year’s~~opposed ~~periods~~to a "privately-held" company. The ~~decreases~~Company also believes target company shareholders may benefit in ~~revenues~~obtaining ~~were~~a ~~attributable~~greater toownership ~~the~~percentage ~~loss~~in ofus ~~two~~remaining ~~major~~after ~~accounts~~a ~~representing~~merger ~~approximately~~or ~~1,000~~acquisition ~~stores~~than ~~over~~may be the ~~comparable~~case ~~periods,~~in ~~one~~the ~~primarily~~event ~~because~~a ~~Company~~target ~~stores~~company ~~were~~offered ~~sold~~its shares directly for sale to ~~franchisees~~the public. Nevertheless, our officers and directors have not conducted market research and are not aware of statistical data which would support the ~~other~~perceived tobenefits ~~competition~~of a merger or acquisition transaction for target company shareholders.

~~COST OF REVENUE~~ The ~~cost~~Company ofexpects ~~revenue~~to ~~for~~concentrate ~~the three months and six months ended December 31, 2012 and 2011, consist~~ primarily ofon ~~personnel,~~the ~~related~~identification ~~payroll costs~~ and ~~support~~evaluation ~~service costs in the respective amounts~~ of ~~$58,343~~prospective ~~and~~merger ~~$132,626~~or ~~compared~~acquisition to"target" ~~$109~~entities,~~005~~ ~~and~~including ~~$256,681~~private ~~in the comparable prior year’s periods. Other costs include travel~~companies, ~~data~~partnerships ~~hosting~~or ~~services,~~sole ~~telecommunication costs and depreciation of computer equipment used in the maintenance and processing of customers' data~~proprietorships. The ~~decrease~~Company ~~was~~does ~~primarily~~not ~~attributable~~intend to aact ~~reduction~~as ina ~~personnel~~general ~~and~~or ~~related~~limited ~~payroll~~partner ~~costs,~~in ~~further~~connection ~~decreased~~with bypartnerships awe ~~reallocation~~may ofmerge ~~time~~with toor ~~research~~acquire ~~and~~nor ~~development~~have ~~from~~we ~~existing~~identified ~~personnel,~~any ~~for~~particular ~~reductions~~area of ~~$44,701~~interest ~~and~~within ~~$115,693,~~which ~~respectively. Other~~we ~~operating~~will ~~costs~~concentrate ~~including~~our ~~license fees decreased by $5,961 and $8,362, respectively~~efforts.

~~RESEARCH~~The ~~AND~~Company ~~DEVELOPMENT Research~~contemplates ~~and~~that ~~development~~it ~~costs~~will ~~are~~seek ~~charged~~ to ~~operations~~merge aswith ~~incurred~~or ~~and~~acquire ~~consist~~a ~~primarily~~target ofcompany ~~personnel,~~with ~~related~~either ~~benefit~~assets ~~costs~~or ~~and~~earnings, ~~outside~~or ~~contracted~~both, ~~services.~~and ~~The~~that ~~costs~~preliminary ~~for~~evaluations ~~the~~undertaken ~~three~~by ~~months~~us ~~and~~will ~~six~~assist ~~months~~in ~~ended~~identifying ~~December~~possible ~~31,~~target ~~2012~~companies. The ~~and~~Company ~~2011~~has ~~were~~not ~~$128,582~~established ~~and~~a ~~$266,046,~~specific ~~respectively,~~level ~~and~~of ~~$118,630~~earnings ~~and~~or ~~$214,308,~~assets ~~respectively,~~below inwhich ~~the~~it ~~prior~~would ~~year’s~~not ~~periods.~~consider Ina ~~the~~merger ~~current~~or ~~year’s~~acquisition ~~periods,~~with ~~the~~a ~~Company~~target ~~re-allocated~~company. ~~personnel~~Moreover, ~~time~~we ~~from~~may ~~operations~~identify toa ~~research~~target ~~and development, resulting~~

in increased payroll and related costs of $21,396 and $71,866, respectively. The Company further reduced the use of outside contractors by $10,000 and $22,000, respectively, and its other costs by $1,444 and $1,872, respectively, in the three and six months ended December 31, 2011. The Company’s research and development is part of its strategic plan to provide enhancements and integration into new and existing franchise operations in the retail market.

MARKETING AND SELLING The costs for the three months and six months ended December 31, 2012 were $48,980 and $82,020 compared to 37,262 and $68,945 in the comparable periods of the prior year. The Company’s marketing and selling expenses in the current periods increased due to re-allocated personnel time to marketing and sales from operations and administration offset by the elimination of an outside sales consultant for a net increase of $3,750 in the three months ended December 31, 2012 and a, decrease of $657 in the six months ended December 31, 2012. Other marketing and selling costs increased by $7,969 and $13,732 for the respective three months and six months ended December 31, 2012 due to additional marketing and trade shows. For the current fiscal year, the Company continues to attempt to expand its customer base through direct sales, related business partnerships, trade shows and referrals from its relationship with existing clients.

GENERAL AND ADMINISTRATIVE The Company’s general and administrative costs consist primarily of executive salaries and related benefits, professional fees for attorneys, our independent auditor, rent, expenses related to being a public company and other administrative costs. The costs for the three month and six month period ended December 31, 2012 were $76,505 and $202,776 compared to $99,062 and $ 211,453 in the comparable periods of the prior year. In the current periods, due to a reallocation of time from marketing and sales, payroll and related costs decreased by $24,289 and $32,365, respectively. Professional fees increased in these same periods by $9,910 and $30,462. Other operating costs decreased for the three and six months ended December 31, 2011 by $624 and $6,776, respectively.

INTEREST EXPENSE Interest expense consists of the following:

Interest expense	Three Months Ended December 31,		Six Months Ended December 31,
	2012	2011	2012	2011
Accrued interest on convertible debentures	$ 33,532	$ 27,376	$ 59,801	$ 52,187
Amortization of debt discount	-	65,350	-	123,763
Interest incurred from the deferred credits issued to consortium members	1,248	1,266	2,536	2,756
Other interest paid	-	82	-	82
Interest income earned on cash and cash equivalents	(120)	(75)	(302)	(208)
Net interest expense	$ 34,660	$ 93,999	$ 62,035	$ 178,580

~~NET (LOSS) INCOME The net loss for the three months and six months ended December 31~~company, ~~2012~~which ~~was~~is ~~$21,951~~generating ~~and $177,967, respectively, compared to net~~ losses ~~of $108~~,~~670~~ ~~and~~which ~~$132,385,~~it ~~respectively,~~will ~~for~~seek ~~the~~to ~~comparable~~acquire ~~periods~~or inmerge ~~2011~~with us. The ~~increase~~merger inwith ~~the~~or ~~net~~acquisition ~~loss~~of ~~was~~a ~~primarily~~target ~~the~~company ~~result~~that ofis ~~the~~generating ~~significant~~losses ~~loss~~or ofwhich ~~revenues~~has ~~compared~~negative toshareholders' ~~the~~equity ~~prior~~may ~~year~~have ~~and~~a ~~reductions~~material inadverse ~~most~~affect ~~other~~on ~~categories~~the asprice ~~noted~~of ~~above,~~our ~~offset~~common bystock, ~~termination~~if ~~the~~a ~~change~~public intrading ~~fair~~market ~~value of the derivatives~~develops.

~~The~~You ~~net~~should ~~(loss)~~note, ~~per~~however, ~~share~~that ~~for~~our ~~the~~independent ~~three~~accountants ~~months~~audit ~~and~~report ~~six~~for ~~months~~the fiscal year ended ~~December~~June 3130, 2012 ~~was~~contains ~~($0.00)~~a qualification and ~~($0.00)~~explanatory ~~per~~language ~~share~~that ondue ~~53,756,553~~to ~~weighted~~our ~~average~~recurring ~~common~~losses ~~shares~~from ~~outstanding,~~operations ~~respectively,~~ and ~~($0.00)~~net ~~and~~capital ~~($0.00) per share~~deficiency, ~~respectively,~~substantial indoubts ~~both~~exist ofabout ~~the~~our ~~comparable~~ability ~~periods~~to incontinue ~~the~~as ~~prior~~a ~~year~~going ~~on 51,931,553 and 53,548,264 weighted average common shares outstanding~~concern.

RESULTS OF OPERATIONS

Since the Company has disposed substantially all of its business operations at April 1, 2013, we have adopted a discontinued operations presentation in respect of our e-business software operations. Our continuing operations are, on an interim basis, limited to maintaining our public company disclosure obligations and evaluating business opportunities.

REVENUE AND COST OF REVENUE. All revenues and costs of revenue related to discontinued operations. Accordingly, the Company has not recognized any revenue associated with continuing operations in either the three and nine months ended March 31, 2013 or the comparative period.

RESEARCH AND DEVELOPMENT AND SALES AND MARKETING EXPENSES. All research and development, and sales and marketing expenses related to discontinued operations. Accordingly, the Company did not incur any such expenses associated with continuing operations in either the three and nine months ended March 31, 2013 or the comparative period.

GENERAL AND ADMINISTRATIVE EXPENSE. General and administrative expense includes professional fees, investor relations costs and contractor fees associated with meeting our public reporting obligations. Such expenses were $24,817 and $98,453 in the three months and nine months ended March 31, 2013.. Contractor fees and other expenses increased, primarily because the ordinary administrative functions of the company which were previously addressed by staff as part of continuing operations are now contracted out. The Company expects that operating expenses will continue at approximately the levels experienced in the quarter ended March 31, 2013 for the foreseeable future.

LOSS FROM DISCONTINUED OPERATIONS: The results of discontinued operations represent the majority of our operating activities. The results of discontinued operations in the current fiscal period are for the period from July 1, 2012 to March 31, 2013, as the operations had been discontinued on August 1, 2012 and were sold on April 1, 2013 (the date of the disposition under the Collateral Satisfaction Agreement). The results of discontinued operations for the comparative period are for the period July 1, 2012 to March 31, 2012.

LIQUIDITY AND CAPITAL RESOURCES

The Company's ~~had~~independent ~~previously~~auditor's ~~addressed~~report ~~resulting~~states ~~liquidity~~that ~~issues~~our ~~through~~consolidated ~~the~~financial ~~sales~~statements offor ~~its software and professional services and~~ the ~~issuance~~year ofending ~~convertible~~June ~~debentures.~~30, ~~In July~~ 2012, ~~Company~~have ~~received~~been anprepared ~~offer~~assuming ~~to acquire its assets from Altametrics, a California Company~~ that ~~provides unrelated services to~~ the ~~hospitality~~Company ~~industry,~~will ancontinue ~~offer~~as ~~to acquire~~ a ~~non-exclusive~~going ~~license for its Business Intelligence Solution and the notice of no further forbearance on the convertible debentures~~concern. ~~The~~ ~~Board~~Following ~~of Directors reviewed all of~~ the ~~existing~~disposition ~~options available to the Company, and agreed that it was in the best interest~~ of ~~the Company and~~ its ~~shareholders~~business ~~to accept the offer from Altametrics. The sale of the~~ assets ~~requires shareholder approval that if not given~~, the ~~debenture holders will foreclose on those assets and take possession under the terms of the Debentures. If consummated, of which there can be no assurance, the~~ Company ~~will~~believes ~~use~~that ~~the~~it ~~proceeds~~has ~~from~~sufficient ~~these~~cash ~~transactions~~reserves to ~~retire~~meet ~~all of~~ its ~~current~~operating obligations ~~and~~for ~~pay~~at ~~the~~least ~~principal~~six ~~on the convertible debentures~~months. ~~Shareholders will not receive any distribution from the proceeds of the sale of the assets under the APA but will retain their interest in the remaining shell company.~~

In the nine months ended March 31, 2013, net cash of $300,000 was provided by investing activities.

In the nine months ended March 31, 2013 and 2012, there were no net cash flows from financing activities.

As of March 31, 2013, there were no contractual capital commitments outstanding.

The Company incurred operating losses and negative cash flows from operations in each quarter since it commenced operations. As of March 31, 2013 there was an accumulated deficit of $6,894,974. Apart from interest earned on short-term investments, there are currently no sources of revenue. Expenses are limited to the cost of maintaining our public company disclosure obligations and expenses incurred to review new business opportunities.

In the event that future operating cash flows do not meet all our cash requirements, the Company will need additional financing. Should the Company need additional financing through debt or equity placements, there is no assurance that such financing will be available, if at all, at terms acceptable to the Company. If additional funds are raised by the issuance of equity securities, stockholders may experience dilution of their ownership interest and these securities may have rights senior to those of the holders of the common stock. If additional funds are raised by the issuance of debt, the Company may be subject to certain limitations on our operations, including limitations on the payment of dividends. If adequate funds are not available or are not available on acceptable terms, the Company may be unable to take advantage of acquisition opportunities, which could have a materially adverse effect on its financial condition and results of operations.

The Company does not expect to generate operating earnings in the foreseeable future since, following the Collateral Satisfaction Agreement, it does not have any revenue generating operations. It will likely incur losses and the losses may increase. If a new business venture is not found, the Company is unlikely to achieve or sustain profitability, which would have a materially adverse effect on our financial condition and results of operations. Even if the Company achieved or maintains profitability, it may not sustain or increase profitability on a quarterly or annual basis in the future.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management has evaluated, under the supervision and with the participation of our chief executive officer and chief financial officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act). Based upon that evaluation, our principal executive officer and principal financial officer concluded that, as of the end of the period covered in this report, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended (the "Exchange Act") is recorded, processed, summarized and reported within the required time periods and 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.

Our management, including our principal executive officer and principal financial officer, does not expect that our disclosure controls and procedures or our internal controls will prevent all error or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative ~~to their costs. Due to the inherent limitations in all control systems, no evaluation of~~

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to their costs. Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. Accordingly, management believes that the financial statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

Changes in Internal Control over Financial Reporting

In addition, our management with the participation of our Principal Executive Officer and Principal Financial Officer have determined that no change in our internal control over financial reporting occurred during or subsequent to the quarter ended ~~December~~March 31, ~~2012~~2013 that has materially affected, or is (as that term is defined in Rules 13(a)-15(f) and 15(d)-15(f) of the Securities Exchange Act of 1934) reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1 Legal Proceedings

None

Item 1A Risk Factors

None

Item 2 Unregistered Sales of Securities and Use of Proceeds

None

ITEM 3 Defaults upon Senior Securities

None, except as previously reported.

ITEM 4 ~~[Removed]~~Mine Safety Disclosures

Not applicable.

ITEM 5 Other information

None

ITEM 6 Exhibits

	Exhibits
31.	Certification*
32.	Certification pursuant to USC Section 1350*
101.INS		XBRL Instance Document
101.SCH		XBRL Schema Document
101.CAL		XBRL Calculation Linkbase Document
101.LAB		XBRL Label Linkbase Document
101.PRE		XBRL Presentation Linkbase Document
101.DEF		XBRL Definition Linkbase Document


101.INS		XBRL Instance Document**
101.SCH		XBRL Schema Document**
101.CAL		XBRL Calculation Linkbase Document**
101.LAB		XBRL Label Linkbase Document**
101.PRE		XBRL Presentation Linkbase Document**
101.DEF		XBRL Definition Linkbase Document**

filed herewith

furnished, not filed

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this quarterly report to be signed on its behalf by the undersigned, thereunto duly authorized.

	XFormity Technologies, Inc.
Date: February 12, 2013	/s/ Christopher Ball Christopher Ball Chief Executive Officer
Date: February 12, 2013	/s/ Jack Rabin Jack Rabin Chief Financial Officer


	XFormity Technologies, Inc.

Date: July 31, 2013	/s/ Sheldon Drobny Sheldon Drobny Chief Executive Officer and Chief Financial Officer

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