SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): April 18, 2016 (March 118, 2016)

XLI Technologies, Inc.

(Exact name of registrant as specified in its charter)

Nevada	000-55118	30-0785773
(State or other jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification Number)
(State or other jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification Number)

6795 Edmond St., 3rd Floor

Las Vegas, NV 89118

Tel: 424-653-0120

(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

AsOn ~~previously~~March ~~disclosed in its current report on Form 8-K filed with the SEC on February 1~~31, 2016, ~~on January 14, 2016~~ XLI Technologies, Inc. (the "Company") ~~entered~~issued ~~into~~ a ~~securities~~10% ~~purchase~~original ~~agreement~~issue discount note (the "~~Purchase Agreement~~Note") ~~with~~to ~~RDW~~JMJ ~~Capital~~Financial ~~LLC~~ (the "~~RDW~~Investor"). ~~pursuant~~The toprincipal ~~which~~amount itof ~~agreed~~the toNote ~~issue~~was ~~RDW up to~~ $155,~~050,000~~555.56 ~~($1,102,500~~and ~~principal amount) convertible notes (~~the ~~"Notes").~~consideration ~~The~~paid ~~Company~~was ~~issued RDW a~~ $~~250~~50,000. ~~($262,500~~The principal ~~amount)~~is ~~note~~due on ~~January~~March 1431, ~~2016~~2018 ~~and~~together ~~the~~with ~~remainder~~a ofone-time ~~the~~interest ~~notes~~charge ~~were to be issued in two tranches~~ of ~~(i)~~12%. ~~$100,000~~The ~~($105,000~~Investor ~~principal~~may ~~amount)~~convert ~~within~~the ~~three~~Note ~~business~~into ~~days~~shares of ~~filing~~the aCompany's ~~resale~~common ~~registration~~stock ~~statement~~at ~~(the~~a ~~"Registration~~conversion ~~Statement")~~price ~~registering~~equal to the ~~shares~~lesser of ~~common~~$0.20 ~~stock~~or ~~underlying~~60% ~~the~~of ~~notes (~~the ~~"Conversion~~lowest ~~Shares")~~trading ~~and~~price ~~(ii)~~in ~~$650,000~~the ~~within~~25 ~~three~~trading ~~business~~ days ofprevious to the ~~effective~~conversion date. ofThe ~~the~~Company ~~Registration~~agreed ~~Statement.~~to ~~Each~~register ~~Note~~for ~~may~~resale beall ~~converted~~shares inof ~~whole~~common orstock inissuable ~~part~~upon atconversion of the ~~holder's~~Note ~~discretion~~and atpay ~~any~~damages ~~time~~of 9025% ~~days~~of ~~after~~ the ~~date~~outstanding ofprincipal ~~issuance~~balance, ~~and~~but ~~bears~~not ~~interest~~less atthan ~~the~~$25,000, ~~rate~~for offailure 8%to ~~per~~register ~~annum~~the ~~with~~shares. ~~the~~The ~~interest~~damages shall be due and payable atto ~~each~~the ~~conversion~~Investor ~~date~~at ~~and~~its ~~maturity~~election ~~date.~~in ~~The~~the ~~conversion~~form ~~price~~ of ~~each~~cash ~~Note~~or isincreasing ~~equal~~the toprincipal ~~60%~~amount of the ~~lower~~Note. ofSo ~~(i)~~long as the ~~lowest~~Note ~~traded~~is ~~price~~outstanding, ofupon ~~our~~any ~~common~~issuance ~~stock~~by ~~during~~ the 20Company ~~trading~~of ~~days~~a ~~preceding~~security ~~the~~with ~~applicable~~any ~~conversion~~term ~~date~~more orfavorable ~~(ii)~~to the ~~lowest~~holder ~~traded price~~ of ~~our~~such ~~common~~security ~~stock~~or ~~during~~with ~~the~~a 20term ~~trading~~in ~~days~~favor ~~preceding~~of the ~~date~~holder of ~~issuance of~~ such ~~Note.~~security ~~The~~that ~~Company~~was ~~has~~not ~~agreed~~similarly provided to ~~reserve~~the ~~for~~Investor, ~~issuance~~such ~~and~~term, ~~register~~at ~~for~~the ~~resale~~Investor's ~~300%~~option, ofshall ~~the~~become ~~common~~a ~~stock~~part ~~issuable~~of ~~under~~ the ~~Notes~~Note. Conversions of the ~~Notes~~Note shall not be permitted if such ~~conversion~~conversions will result in the holder owning more than 4.99% of ~~our~~the Company's outstanding common stock. The Company has agreed to reserve for issuance 7,500,000 shares ~~outstanding~~of ~~after~~common ~~giving~~stock ~~effect~~issuable under the Note. The Investor may, at its sole discretion, issue additional identical notes up to ~~such~~an ~~conversion~~aggregate principal amount of $500,000.

~~RDW~~The ~~and~~Note ~~the~~has ~~Company~~not ~~amended~~been ~~the~~registered ~~securities~~under ~~purchase~~the ~~agreement~~Securities onAct ~~each~~ of ~~March 1~~1933, ~~2016,~~as ~~March 9, 2016 and March 15, 2016, and~~ amended ~~the Notes on March 21, 2016~~ (~~collectively,~~ the "~~Amendments~~Securities Act")~~. As amended~~, ~~the~~or ~~Purchase Agreement provides for~~ the ~~sale~~securities oflaws ~~seven convertible original issue discount notes in the aggregate principal amount~~ of ~~$1,837,500~~any ~~for an aggregate purchase price of $1~~state,~~750,000.~~ ~~The~~and ~~purchases~~was ~~will~~offered ~~occur~~and issued in ~~seven~~reliance ~~tranches, with the first tranche of $250,000 ($262,500 principal amount) invested~~ on ~~January 14, 2016,~~ the ~~second~~exemption ~~tranche~~from ~~of $25,000 ($26,250 principal amount) invested on March 2, 2016, the third tranche of $40,000 ($42,000 principal amount) to be invested one business day prior to filing of the~~ registration ~~statement,~~under the ~~fourth~~Securities ~~tranche of $35~~Act,~~000~~ ~~($36,750~~afforded ~~principal~~by ~~amount)~~Section ~~to be invested three business days following the filing of the Registration Statement, the fifth tranche of $100,000~~ 4(~~$105,500 principal amount~~a) ~~to be invested one business day after the SEC has provided comments on the Registration Statement, the sixth tranche of $650,000~~ (~~$682,500 principal amount~~2) to be invested three business days after the Registration Statement is declared effective and the seventh tranche of $650,000 ($682,500 principal amount) to be invested five business days after the Registration Statement is declared effective. ~~No other terms of the Purchase Agreement were amended. As amended, the Notes shall be immediately convertible after issuance.~~

The ~~Notes~~foregoing ~~and~~descriptions ~~Conversion~~of ~~Shares~~the ~~have~~Note is not ~~been~~complete ~~registered~~and ~~under~~is ~~the~~qualified ~~Securities~~in ~~Act~~its ofentirety ~~1933,~~by asreference ~~amended~~to (the ~~"Securities~~full ~~Act"),~~text orof the Form ~~securities laws~~ of ~~any~~Convertible ~~state~~Promissory Note, ~~and~~a ~~were~~copy ~~offered~~of ~~and~~which ~~issued~~is infiled ~~reliance~~as onExhibit ~~the~~10.1 ~~exemption~~to ~~from~~this ~~registration~~report ~~under~~and ~~the~~is ~~Securities~~incorporated ~~Act, afforded~~ by ~~Section~~reference ~~4(a)(2)~~herein.

~~The~~Item foregoing descriptions of the Amendment is not complete and is qualified in its entirety by reference to the full text of the First Amendment to the Securities Purchase Agreement, the Second Amendment to the Securities Purchase Agreement, the Third Amendment to the Securities Purchase Agreement and the Amendment to 8~~% Convertible Promissory Notes, copies of which are filed as Exhibits 10~~.1,01 ~~10.2,~~Other 10Events.~~3 and 10.4, respectively, to this report and are incorporated by reference herein.~~

On March 18, 2016, James Schramm, the Company's sole director, Chief Executive Officer, President, Chief Financial Officer, Treasurer and Secretary, canceled and returned to treasury 25,000,000 shares of common stock.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1		First Amendment to Securities Purchase Agreement
10.2		Second Amendment to Securities Purchase Agreement
10.3		Third Amendment to Securities Purchase Agreement
10.4		Amendment to 8% Convertible Promissory Notes

10.1	Form of Convertible Promissory Note

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	XLI Technologies, Inc.
Date: March 28, 2016	By:	/s/ James Schramm
Date: April 19, 2016	By:	/s/ James Schramm
		James Schramm
		Chief Executive Officer

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