UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549FORM 10-Qx
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934FOR THE QUARTERLY PERIOD ENDED January 31, 2014ORo
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934


Commission file number 333-169280





Xumanii International Holdings Corp.
 (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)





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
oNon-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).  YESoNOx
 
 State the number of shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date: March 17, 2014, the registrant had 323,528,363common shares issued and outstanding.


Xumanii International Holdings Corp.
 
  FORM 10-Q
 January 31, 2014
 INDEX


PART I-- FINANCIAL INFORMATION


Item 1.
Financial Statements
4Item 2.
Management’s Discussion and Analysis of Financial Condition and

Results of Operations
5Item 3
Quantitative and Qualitative Disclosures About Market Risk
8Item 4.
Controls and Procedures
8


PART II-- OTHER INFORMATION


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





SIGNATURES
 EXHIBIT INDEX


3
 
 PART I – FINANCIAL INFORMATION
 
 ITEM 1.  FINANCIAL STATEMENTS


Xumanii International Holdings Corp.
 (formerly Xumanii Inc.)
 As of and for the six months ended January 31, 2014


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


4


Xumanii International Holdings Corp.(formerly Xumanii, Inc.)Balance Sheets(Unaudited)
  January 31, 2014


July 31, 2013ASSETSCurrent assetsCash and cash equivalent

$
335,965


$
38,170Due from related party


358,681



-Prepaid expenses


25,046



12,276Total current assets


719,692



50,446Intangible assets, net


320,842



-Fixed assets, net of accumulated depreciation


-



52,781Total assets

$
1,040,534


$
103,227LIABILITIES AND STOCKHOLDERS' DEFICITCurrent liabilitiesAccounts payable and accrued liabilities

$
127,739


$
49,580Advances from related parties


78,355



48,250Loans payable


1,070,000



1,070,699Derivative liability


810,597



-Notes payable, net of discount of $878,033 and $0, respectively


617,010



642,242Total current liabilities


2,703,701



1,810,771Commitment and contingenciesStockholders' deficitSeries 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



2,716Additional paid-in capital


866,846



81,065Accumulated 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 financial statements.





F-1





Xumanii International Holdings Corp.(formerly Xumanii, Inc.)Statements of Operations(Unaudited)  For the


For the


For the


For theThree Months


Three Months


Six Months


Six MonthsEnded


Ended


Ended


EndedJanuary 31,


January 31,


January 31,


January 31,2014


2013


2014


2013Revenues

$
80


$
-


$
80


$
-Operating expenses:General and administrative


406,584



435,692



542,319



668,517Total operating expenses


406,584



435,692



542,319



668,517Operating loss


(406,504
)


(435,692
)


(542,239
)


(668,517
)Other (income) expenses:Gain on change in fair value ofderivatives


(161,314
)


-



(161,314
)


-Interest expense


331,425



13,893



360,998



23,060Total other (income) expenses


170,111



13,893



199,684



23,060Net loss

$
(576,615
)

$
(449,585
)

$
(741,923
)

$
(691,577
)Weighted average common sharesoutstanding - basic and diluted


288,273,273



341,300,300



279,941,912



341,300,300Net loss per common share- basic and diluted

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.00
)




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





F-2




Xumanii International Holdings Corp(formerly Xumanii, Inc.)Statements of Cash Flows(Unaudited)  For the Six Months


For the Six MonthsEnded January 31,


Ended January 31,2014


2013CASH FLOWS FROM OPERATING ACTIVITIESNet loss

$
(741,923
)

$
(691,577
)Adjustments to reconcile net loss to net cash used inoperating activities:Depreciation and amortization


303,878



7,069Imputed interest


42,800



20,685Loss on disposal of fixed assets


52,781



-Gain on change in fair value of financial derivatives


(161,314
)


-Shares issued for services


21,000



-Changes in operating assets and liabilities:Prepaid expenses and other assets


(12,770
)


(15,047
)Due to related parties


(358,681
)


18,752Accounts payable & accrued liabilities


76,761Net cash used in operating activities of operations


(777,468
)


(660,118
)CASH FLOW INVESTING ACTIVITIESPurchase of fixed assets


-



(50,884
)Purchase of intangible asset


(48,342
)


-Net cash used in investing activities


(48,342
)


(50,884
)CASH FLOW FINANCING ACTIVITIESProceeds from notes payable, net


1,543,500



742,962Proceeds from related party loans payable


(450,000
)


-Change in related party advances


30,105



(33,656
)Net cash provided by financing activities


1,123,605



709,306NET CHANGE IN CASH


297,795



(1,696
)CASH AT BEGINNING OF PERIOD

$
38,170



8,725CASH AT END OF PERIOD

$
335,965


$
7,029SUPPLEMENTAL INFORMATION:Interest paid

$
-


$
-Income tax paid

$
-


$
-NONCASH INVESTING AND FINANCING ACTIVITIES:Conversion of notes payable to common shares

$
450,000


$
-Debt discount - fair value of financial derivatives

$
971,911


$
-Retirement of common shares

$
112


$
-Shares issued to acquire intangible assets

$
272,500


$
-





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





F-3





Xumanii International Holdings Corp.
 (formerly Xumanii Inc.)
 NOTES TO FINANCIAL STATEMENTS
 (unaudited)


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





Nature of Business





Xumanii International Holdings Corp. (“Xumanii” or the “Company”) was incorporated in the State of 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 and trading symbol were changed from Medora Corp. and MORA, repectively, effective September 7, 2012 to Xumanii, Inc. and XUII, respectively. Subsequently , the name was changed to Xumanii International Holdings Corp.


Xumanii was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October 2013, the business plan for Xumanii was changed to enter into the branded tablet market, app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies.
  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’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2013.  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 financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 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.





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 all periods presented, 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.





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


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.





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.





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 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.
 
 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.
 
 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 will continue to meet its obligations and continue its operations for the next twelve months. As of January 31, 2014, the Company has an accumulated deficit of $2,533,248, 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 as a going concern is dependent upon financial support from its stockholders, the ability of Xumanii 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 3 – NOTESPAYABLE
 
 As of January 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 October 21, 2013, the Company entered into a convertible notewith 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 23, 2013, the Company entered into a promissory note with a third party for $500,000, with an initial discount of $50,000. During the three months ended October 31, 2013, the Company received the first advance of $50,000. 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.
 
 On October 31, 2013, the Company entered into a convertible notewith a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 8% per annum and is due October 31, 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 closing prices during the 20 trading days prior to the conversion date.
 
 On November 18, 2013, the Company entered into a convertible debenturewith 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 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.
  F-7
 Xumanii International Holdings Corp.
 (formerly Xumanii Inc.)
 NOTES TO FINANCIAL STATEMENTS
 (unaudited)
 On December 3, 2013, the Company entered into a senior convertible notewith 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 notewith 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 notewith a third party for $550,000, with an initial discount of $10,000.$250,000 of the note was advanced prior to January 31, 2014. 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 13, 2013, the Company entered into a convertible notewith a third party for $35,000, with an initial discount of $5,000. This note bears an interest rate of 10% per annum and is due June 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 closing prices during the twenty trading days prior to the conversion date.
 
 On December 23, 2013, the Company entered into a note purchase agreementwith 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 December27, 2013, the Company entered into aconvertiblenotewith 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 dueSeptember 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 Companyalsoentered into aconvertible notewith 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 dueSeptember 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-8
 Xumanii International Holdings Corp.
 (formerly Xumanii Inc.)
 NOTES TO FINANCIAL STATEMENTS
 (unaudited)
 On November 19, 2013, the Company also entered into a convertible notewith a third partyfor $250,000. This note bears an interest rate of 10% per annum and is due May 19, 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.




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. The Company recorded the initial fair value of $971,911 on the financial derivatives as discount to the convertible notes.





For the six months ended January 31, 2014, the Company recorded $303,878 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 January 31, 2014 was $878,033.


Note payable:
 
 The Company had a note payable with Atoll Finance. Interest on this note is 5% per annum. During the six months ended January 31, 2014, the Company repaid $450,000 and the balance was reduced from $642,242 to $192,242. The note is unsecured and is currently past due.
  Interest free loan:





The Company has a $1,070,000 interest free loan from Atoll Finance which is due on demand. The Company recorded $42,800 of imputed interest for the six months ended January 31, 2014.


F-9


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 $971,911. On January 31, 2014, the Company re-measured the derivative liability using the input attributes below and determined the derivative liability value to be $810,597. Other income of $161,314 was recorded for the six months ended January 31, 2014 and included in the statements of operations in order to adjust the derivative liability to the re-measured value.





Issuance date

January 31, 2014Stock price
$0.02 - $0.06

$0.02Exercise price
$0.01 - $0.02

$0.01 - $0.02Shares issuable upon conversion
37,423,169 shares

52,318,182 sharesExpected dividend yield
0.00%

0.00%Expected life (years)
0.5 - 2 years

0.3 - 2 yearsRisk-free interest rate
0.30% - 0.40%

0.33% - 0.34%Expected volatility
257% - 346%

185% - 288%


NOTE6 – RELATED PARTY TRANSACTIONS
 
 During the six months ended January 31, 2014, the Company advanced $358,681, interest free,to ACLH, LLC, an entity associated with the Company’s CEO.$125,000 was repaid by ACLH, LLC to the Company subsequent to January 31, 2014.
 
 
 NOTE 7 – EQUITY TRANSACTIONS
 
 During the six months ended January 31, 2014:
  -
51,762,450 shares of common stock were issued for the conversion of a third-party note payable in the amount of $450,000;
 -
700,000 shares of common stock, with fair value of $21,000, were issued for services; and,
 -
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


On February 18, 2014, the Company entered into a convertible promissory note with a third party for $100,000.  The note bears interest at 10% per annum and with a maturity date of February 15, 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.
 
 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-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 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.
 
 5
 
 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.





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





Revenue





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





Operating expenses


For the three months ended January 31, 2014 and 2013, we incurred operating expenses of $406,584 and $435,692, respectively. The operating expenses were consistent for the comparative periods.
 
 Other expense
 
 For the three months ended January 31, 2014 and 2013, we incurred other expense of $170,111 and $13,893, 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 three months ended January 31, 2014 and 2013, we had net loss of $576,615 and $449,585, respectively. The increase was due to amortization of debt discount, partially offset by gain recognized on the financial 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.


6
 
 Liquidity and Capital Resources





We started to generate revenues from our business operations during the quarter ended January 31, 2014.





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
 
      7
 
 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.
 
 8


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.
 
 9
 ITEM 6.  EXHIBITS.
 
 The following documents are included herein:


Incorporated by referenceExhibit
Document Description
Form
Date
Number
Filed

herewith31.1
Certification of Principal Executive Officer and

Principal Financial Officer pursuant to Section

302 of the Sarbanes-Oxley Act of 2002.



X32.1
Certification of Chief Executive Officer and

Chief Financial Officer 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-K 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 day of March 2014.


Xumanii International

Holdings Corp.BY:
Adam RadlyAdam RadlyPresident, Treasurer,

Director


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,

March 18,Director

2014Adam Radly


10