**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-Q/A**


**Amendment
      No. 1**




**x**
              **QUARTERLY
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934****FOR
                  THE QUARTERLY PERIOD ENDED MARCH 31, 2008****p**
              **TRANSITION
                  REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
                  OF 1934****FOR
                  THE TRANSITION PERIOD FROM __________ TO
                  __________**





Commission
      file number **001-31608**





**XCORPOREAL,
      INC.**


(Exact
      name of small business issuer as specified in its charter)





**Delaware**
            **75-2242792**(State
                or other jurisdiction of
              incorporation
                or organization)
            (IRS
                Employer Identification Number)





**12121
      Wilshire Blvd., Suite 350, Los Angeles, California 90025**


(Address
      of principal executive offices)





**(310)
      923-9990**


(Issuer’s
      telephone number)





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 past 90 days. 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.




oLarge accelerated filer
            oAccelerated fileroNon-accelerated filer
            xSmaller reporting company





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).Yes o No x





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.





**Class**
            **Outstanding
                as of July 24, 2008**Common
                Stock, $0.0001 par value
            14,592,472
                shares










**EXPLANATORY
      NOTE**




Xcorporeal,
      Inc. ("we," "us" or "our") is filing this Amendment No. 1 on Form 10-Q to amend
      our Quarterly Report on Form 10-Q for the quarterly period ended March 31,
      2008,
      as filed with the Securities and Exchange Commission (the "SEC") on May 14,
      2008
      (the "Original Filing"). The purpose of this Amendment No. 1 is to revise the
      officers' certifications attached as Exhibits 31.1 and 31.2 to comply with
      Item
      601(b)(31) of Regulation S-K.




As
      required by Rule 12b-15 of the Securities Exchange Act of 1934, as amended,
      the
      officers certification attached as Exhibits 32.1 and 32.2 have been re-executed
      and re-filed as of the date of this Amendment No. 1, however no revisions have
      been made to such certifications.




Except
      for the revisions to the officers' certifications attached as Exhibits 31.1
      and
      31.2 to conform with Item 601(b)(31) of Regulation S-K, we have not undertaken
      in this Amendment No. 1 to modify or update any other disclosures in the
      Original Filing and this Amendment No. 1 does not reflect any events occurring
      after the date of filing of the Original Filing.


**PART
      II - OTHER INFORMATION**





**ITEM
      6. Exhibits.**





**No.**
            
            **Description
                of Exhibit**31.1
            
            Certification
                of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 200231.2
            
            Certification
                of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley
                Act of 2002


32.1
            
            Certification
                of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 200232.2
            
            Certification
                of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley
                Act of 2002




**SIGNATURES**




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


Date:
                August 1, 2008
            By:
            /s/
                Robert WeinsteinRobert Weinstein
              Chief
                Financial Officer
              (Principal
                Financial Officer and Principal
              Accounting
                Officer)