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 31, 2009




OR




[   ]    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
Spring Valley Road, Suite 800,  Dallas, Texas 75244


(Address
of principal executive offices, including zip code)


Issuer's
Telephone No., including area code: (972)
661-1200





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.   YesX       No





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” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.





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 
NoX




The
number of shares outstanding of the Issuer’s Common stock, $0.0001 par value, at
February 5, 2010 is 51,931,553.




1







PART
      I.
            FINANCIAL
      INFORMATION
            PAGEItem
      1.
            Financial
      statementsConsolidated Balance Sheets – December 31, 2009 (Unaudited) and
      June 30, 2009
            3Unaudited Consolidated Statements of Operations – Three Months
      and Six Months Ended December 31, 2009and 2008
            4Unaudited Consolidated Statements of Cash Flows –
      Six Months Ended December 31, 2009and 2008
            5Notes
      to Unaudited Consolidated Financial Statements
            6-8Item
      2.
            Management's Discussion and Analysis and Results of
      Operations
            8-10Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            10Item
      4.
            Controls and Procedures
            10PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal Proceedings
            11Item
      2.
            Unregistered Sales of Securities and Use of
      Proceeds
            11Item
      3.
            Defaults
      upon Senior Securities
            11Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            11Item
      5.
            Other
      Information
            11Item
      6.
            Exhibits
      and Reports on Form 8-K
            11










2










XFormity
Technologies, Inc. and Subsidiary


Consolidated
Balance Sheets





December
      31,
            
            
            June
      30,2009
            
            
            2009(Unaudited)ASSETSCurrent
      AssetsCash
      and cash equivalents
            
            $
            20,890
            
            
            $
            14,262Accounts
      receivable
            
            
            102,771
            
            
            
            35,161Deferred
      commission expense
            
            
            36,762
            
            
            
            36,762Refundable
      security deposit
            
            
            -
            
            
            
            17,413Prepaid
      expenses
            
            
            22,082
            
            
            
            11,422Total
      current assets
            
            
            182,505
            
            
            
            115,020Property
      and equipment, net of accumulated depreciation
            
            
            34,249
            
            
            
            41,425Other
      assetsSecurity
      deposit – long term
            
            
            8,707
            
            
            
            8,707Deferred
      commission  - long term
            
            
            18,381
            
            
            
            36,762Total
      Assets
            
            $
            243,842
            
            
            $
            201,914LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesObligation
      from debt reduction agreement – current portion
            
            $
            120,000
            
            
            $
            120,000Accounts
      payable
            
            
            111,804
            
            
            
            85,749Accrued
      expenses
            
            
            182,226
            
            
            
            139,362Current
      portion - deferred revenue
            
            
            116,607
            
            
            
            119,671Current
      portion – deferred credits
            
            
            14,828
            
            
            
            14,462Convertible
      debentures
            
            
            733,635
            
            
            
            733,635Total
      Current Liabilities
            
            
            1,279,100
            
            
            
            1,212,879Obligation
      from debt reduction agreement – long-term portion
            
            
            435,000
            
            
            
            465,000Note
      payable
            
            
            118,667
            
            
            
            118,667Deferred
      revenues – net of current portion
            
            
            33,111
            
            
            
            63,445Deferred
      credits – net of current portion
            
            
            154,357
            
            
            
            161,864Total
      liabilities
            
            
            2,020,235
            
            
            
            2,021,855Stockholders'
      DeficitPreferred
      stock, $0.01 par value, 100,000,000 shares authorized, none issued and
      outstanding at December 31, 2009 and June 30, 2009
            
            
            -
            
            
            
            -Common
      stock, $0.0001 par value, 125,000,000 shares authorized, 51,931,553 shares
      issued and outstanding at December 31, 2009 and June 30,
    2009
            
            
            5,193
            
            
            
            5,193Additional
      paid-in capital
            
            
            6,933,300
            
            
            
            6,915,627Accumulated
      deficit
            
            
            (8,714,886
            )
            
            
            (8,740,761
            )Total
      Stockholders' Deficit
            
            
            (1,776,393
            )
            
            
            (1,819,941
            )Total
      Liabilities and Stockholders' Deficit
            
            $
            243,842
            
            
            $
            201,914





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





3











XFormity
Technologies, Inc. and Subsidiary


Consolidated
Statements of Operations





(Unaudited)
            
            
            (Unaudited)Three
      Months Ended December 31,
            
            
            Six
      Months Ended December 31,2009
            
            
            2008
            
            
            2009
            
            
            2008Revenue
            
            $
            485,036
            
            
            $
            510,345
            
            
            $
            986,124
            
            
            $
            1,077,866Cost
      of revenue
            
            
            158,060
            
            
            
            135,046
            
            
            
            303,995
            
            
            
            275,667Research
      and Development
            
            
            117,820
            
            
            
            132,576
            
            
            
            247,447
            
            
            
            270,470Marketing
      and selling
            
            
            76,208
            
            
            
            86,876
            
            
            
            134,772
            
            
            
            158,537General
      and administrative
            
            
            93,635
            
            
            
            108,758
            
            
            
            223,014
            
            
            
            240,568Total
      operating expenses
            
            
            445,723
            
            
            
            463,256
            
            
            
            909,228
            
            
            
            945,242Income
      (loss) from operations
            
            
            39,313
            
            
            
            47,089
            
            
            
            76,896
            
            
            
            132,624Interest
      expense, net
            
            
            (20,814
            )
            
            
            (20,578
            )
            
            
            (41,627
            )
            
            
            (40,437
            )Income
      (loss) before other income and provision for income taxes
            
            
            18,499
            
            
            
            26,511
            
            
            
            35,269
            
            
            
            92,187Other
      income – Gain on debt reduction
            
            
            -
            
            
            
            698,769
            
            
            
            -
            
            
            
            698,769Income
      (loss) before provision for income taxes
            
            
            18,499
            
            
            
            725,280
            
            
            
            35,269
            
            
            
            790,956Provision
      for state income taxes
            
            
            2,478
            
            
            
            -
            
            
            
            9,394
            
            
            
            -Net
      Income (loss)
            
            $
            16,021
            
            
            $
            725,280
            
            
            $
            25,875
            
            
            $
            790,956Net
      Income (loss) per share – basic and diluted
            
            $
            0.00
            
            
            $
            0.01
            
            
            $
            0.00
            
            
            $
            0.02Weighted
      average number of shares – basic and diluted
            
            
            51,931,553
            
            
            
            51,681,553
            
            
            
            51,931,553
            
            
            
            51,306,553





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


4


XFormity
Technologies, Inc. and Subsidiary


Consolidated
Statements of Cash Flows





(Unaudited)Six Months Ended December
    31,2009
            
            
            2008Operating
      activities:Net
      income (loss)
            
            $
            25,875
            
            
            $
            790,956Depreciation
            
            
            9,780
            
            
            
            10,587Amortization
      of deferred commission
            
            
            18,381
            
            
            
            18,381Non-cash
      transactions for:Compensation
      from share-based payment arrangements
            
            
            17,673
            
            
            
            -Gain
      on debt reduction agreement
            
            
            -
            
            
            
            (698,769
            )Interest
      charge for beneficial conversion feature in convertible
      debentures
            
            
            -
            
            
            
            595Changes
      in:Accounts
      receivable
            
            
            (67,611
            )
            
            
            (16,065
            )Prepaid
      expenses and other assets
            
            
            6,752
            
            
            
            2,199Accounts
      payable
            
            
            26,059
            
            
            
            18,997Accrued
      expenses
            
            
            42,863
            
            
            
            71,984Deferred
      revenue
            
            
            (33,398
            )
            
            
            (45,571
            )Deferred
      credits
            
            
            (7,141
            )
            
            
            (6,793
            )Net
      cash provided by operating activities
            
            
            39,233
            
            
            
            146,501Investing
      activities:Purchases
      of property and equipment
            
            
            (2,605
            )
            
            
            (12,963
            )Net
      cash used in investing activities
            
            
            (2,605
            )
            
            
            (12,963
            )Financing
      activities:Payment
      under debt reduction agreement
            
            
            (30,000
            )
            
            
            (30,000
            )Proceeds
      from issuance of convertible debentures
            
            
            -
            
            
            
            10,000Net
      cash used in financing activities
            
            
            (30,000
            )
            
            
            (20,000
            )Increase
      in cash and cash equivalents
            
            
            6,628
            
            
            
            113,538Cash
      and cash equivalents, beginning of period
            
            
            14,262
            
            
            
            87,117Cash
      and cash equivalents, end of period
            
            $
            20,890
            
            
            $
            200,655Supplemental
      disclosure of non-cash financing and investing activitiesInterest
      paid
            
            $
            26,767
            
            
            $
            81Additional
      paid-in capital from beneficial conversion feature in convertible
      debenture
            
            $
            -
            
            
            $
            2,500Gain
      on debt reduction agreement
            
            $
            -
            
            
            $
            698,769Decrease
      in accounts payable due to debt reduction agreement
            
            $
            -
            
            
            $
            (1,578,769
            )Increase
      in short term and long term debt
            
            $
            -
            
            
            $
            740,000Issuance
      of common stock in payment of debt reduction agreement
            
            $
            -
            
            
            $
            140,000





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


.


5





XFormity
Technologies, Inc. and Subsidiary


Notes
to Consolidated Financial Statements


December
31, 2009


(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 technology and services to multi-unit
business operators.  The Company’s core products are hosted Business
Intelligence (BI), Balanced Scorecard and Benchmarking
solutions.  These solutions help customers with operational data
analysis, trend reporting, issue identification and tracking.  The
Company provides data integration and management services which feed the BI and
Scorecard solution with data from many key data sources.  The
Company’s solutions are 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
Company provides services for franchisors and franchisees in a growing list of
customers across the United States and Canada.  XFormity is the
provider of Burger King Corporation's (BKC) operational reporting for all
company owned and operated restaurants in the US and Canada. In addition to this
deployment, the Company's success in delivering solutions on a big scale is
demonstrated by the use of its balanced scorecard and financial benchmarking
tools for all Burger King Corporate restaurants in the United States and Canada,
totalling nearly 6,500 restaurants. The Company has expanded its services to
customers in both fine and casual dining.




Note
2    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,
2009 Annual Report on Form 10-K. Operating results for the three months and six
months ended December 31, 2009 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.




Note
3   Going Concern




As shown
in the accompanying consolidated financial statements, the Company has incurred
an operating deficit of $8,714,886 through the fiscal quarters ended December
31, 2009. The Company is continually reviewing its operations and attempting to
improve operating results and its balance sheet.  The consolidated
financial statements do not include any adjustments that might be necessary if
the Company is unable to continue as a going concern.




Note
4    Property and Equipment




Property
and equipment are stated at cost.  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 31, 2009 was $158,090
and $148,310 atJune 30,
2009.Management has evaluated the difference between the
straight line and accelerated method used and has deemed the difference
immaterial.




6




Note
5   Deferred Commission




In August
2007, the Company renegotiated a previous commission agreement that now provides
for monthly payments of $3,000 for four years commencing July 1, 2007 and the
issuance of 1 million shares of the Company’s common stock.  The
determination of the amount was based on the fair value of the issued common
stock at the commitment date and is amortized over the life of the
contract.





Six Months Ended
              December 31, 2009Long
      term portion of deferred commission in other assets
            
            $
            18,381Current
      portion of deferred commission in prepaid expenses
            
            $
            36,762Amount
      of commission expensed in this period
            
            $
            18,381





Note
6    Deferred Credits




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.





Two
consortium members elected option (1), one commencing January 1, 2006, and the
other commencing July 1, 2006.  The five remaining consortium members
elected option (2) and in May 2006, the Company issued 4,166,665 shares under
this agreement. The deferred credits at December 31, 2009 in the respective
amounts of $86,853 and $82,332, net of amortization, are expected to be utilized
over a 12 to 13 year period based on their current billing rates using a 5%
discount rate that approximated the risk-free rate in effect during the offered
option period.




Note
7    Debt Reduction Obligation




In
October 2008, the Company signed an agreement with its patent counsel to issue
1,000,000 shares of XFMY’s common stock issued on October 24, 2008 at the
closing price of $0.14 per share for a total value of $140,000, to pay cash
payments of $10,000 that extend over 48 months for a total of $480,000 and three
additional debt reduction payments of $65,000 each contingent upon the Company
achieving certain revenue targets for a total of $195,000. This represents a
maximum payout value of $815,000 in full settlement of the Company’s obligation
of $1,578,769 that resulted in a gain of $763,769 in fiscal year ending June 30,
2009.  As of December 31, 2009, the Company has paid $120,000,
reflected the remaining $555,000 on its balance sheet and with the concurrence
of its patent counsel have agreed to defer further payments until
2010.




Note
8   Accounts Payable





Accounts
payable represents balances due to trade creditors and fees for professional
services incurred for legal, and audit services.




Note
9   Accrued Expenses





December 31,
            
            
            June 30,2009
            
            
            2009401
      (K) obligation
            
            $
            37,585
            
            
            $
            24,813Accrued
      interest on convertible debentures and note payable
            
            
            70,596
            
            
            
            59,843Other
            
            
            74,045
            
            
            
            54,706Totals
            
            $
            182,226
            
            
            $
            139,362





Note
10   Convertible Debentures





As of
December 31, 2009 and June 30, 2009, the Company has outstanding an aggregate of
$733,635 of the 9% convertible debentures that mature between January 31 and
October 31, 2010. Of that amount, $498,554 is held by stockholders who are also
customers of the Company and management of the Company and $75,000 is held by
employees.  As of December 31, 2009 and June 30, 2009, accrued
interest on the debentures was $66,443 and $59,843, respectively.  The
Company has no assurance as to how much in additional subscriptions will be
received in the private offering.




Note
11   Stock Option Grant




On August
12, 2009, the Company approved the grant and issuance of options exercisable to
purchase an aggregate of 250,000 shares of common stock and recorded a charge
of. $17,673 calculated using the Black-Sholes formula. The options are
exercisable until August 12, 2016 (the “Expiration Date”) at an exercise price
equal to $0.08 per share (the “Exercise Price”), which was equal to 100% of the
closing market price of the Company’s common stock on the grant
date.  All of the options vest immediately as of the date of the
grant.  The options were granted and issued under the Company’s 1999
Equity Incentive Plan and are subject to the terms and conditions of the
plan.






7






Note
12    Earnings per Share


Basic
earnings per share are calculated based on the weighted-average number of
outstanding common shares.  As of December 31, 2009, the Company had
51,931,553shares
outstanding, with no shares payable outstanding.  The Company uses the
treasury stock method to determine whether any convertible debentures,
outstanding options or warrants are to be included in the diluted earnings per
share calculation.  As of December 31, 2009, the Company had convertible
debentures of 733,635 convertible at a conversion price of the lesser of (i) 70%
of the price per share of common stock or common stock equivalent paid by
investors in the Company’s next round of equity or debt financing consisting of
at least $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, and options outstanding of
7,025,000.





For the
six months ended December 31, 2009, the conversion of all of the above would
result in a possible dilution of 17,582,934 shares.  However, as the convertible debentures, options, and warrants
have a strike price in excess of the market price, $0.07 at December 31, 2009,
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
13    Related Party Transactions





Seven of
our customers who are also stockholders in the Company, generated revenues
approximating $92,700 and $185,500, respectively, in the three months and six
months ended December 31, 2009.  In the same periods in the prior
year, revenues approximated $83,100 and $167,600, respectively. A principal in
one current customer serves as a member of the Board of Directors and the Audit
Committee.




Of the
total 9% convertible debentures issued through December 31, 2009, $478,554 is
held by stockholders who are also customers of the Company and $20,000 is held
by senior management of the Company.  Interest expense accrued to
related parties was $11,797 for the six months ended December 31,
2009.




In March
2009, the Company terminated its arrangement for office space with a company
controlled by a major stockholder of the Company and moved to a new
location.  In the three months and six months ended December 31, 2008,
the Company paid rent of $3,000 and $6,000, respectively, to that
stockholder.




Note
14    Commitmentsand
Contingencies




The
Company entered into a 65 month net lease at its Dallas, Texas office,
commencing June 1, 2008, approximating $4,300 per month and a one year lease,
commencing March 1, 2009, for $650 per month at its Northbrook, Illinois office.
Total rent expense for the three months and six months ended December 31, 2009
was $14,936 and $29,872 respectively.  The Company accounts for
these leases as operating leases.




Note
15   Subsequent Events




Management
reported that there are no reportable events through the date of this
filing.






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.







8








RESULTS OF
OPERATIONS





REVENUE   The
Company’s primary revenue is derived by delivering software as a service, or
hosted solutions for its clients billed on a monthly basis for each location
serviced.  For the three months and six months ended December 31,
2009, the Company generated $485,036 and $986,124 in revenues, respectively,
compared to $510,345 and $1,077,866 in the comparable prior year’s
periods.  This decrease in revenues was attributable to a decrease in
professional service contracts for special projects but was offset by an
increase primarily attributable to the licensing of the Company’s solutions by
additional customers.  In 2008 and 2007, the Company received payments
under contracts for the development of various solutions, subject to multi-year
licensing agreements. The revenue under these contracts is recognized over a 3
year period to coincide with the terms of the related licensing fees. The
Company recognized $21,000 and $42,000 in the three months and six months ended
December 31, 2009 and 2008 for the development work and $75,000 and $150,000 in
those same periods under the license agreements  As of December 31,
2009, the Company included $86,000 from the development fees in deferred
revenues on its balance sheet.




COST OF
REVENUE   The cost of revenue for the three months and six
months ended December 31, 2009, consist primarily of personnel, related payroll
costs and support service costs in the respective amounts of $158,060 and
$303,995. Other costs include travel, data hosting services, telecommunication
costs and depreciation of computer equipment used in the maintenance and
processing of customers' data.  The three and six months ended
December 31, 2009 include increased time allocated to operations of $24,291 and
$51,034, increased license fees due to increased revenues of $1,356 and $3,496,
respectively, an increase in data hosting services in the three months ended
December 31, 2009 due to increased usage of $2,918, offset by a decrease in data
hosting and telecommunications services of $13,693 for the six month period and
a decrease in other operating costs of $5,551 and $12,507,
respectively.  The costs for the three month and six month periods in
the comparative periods of the prior year were $135,046 and
$275,667.




RESEARCH AND
DEVELOPMENT   Research and development costs are charged
to operations as incurred and consist primarily of personnel, related benefit
costs and outside contracted services. The costs for the three months and six
months ended December 31, 2009 were $117,820 and $247,447. In the current year’s
period, although the Company increased salaries, they re-allocated personnel
time from development to operations, thus total payroll and related costs
decreased $3,624 and $3,422, respectively. In the current year’s periods, the
Company reduced the use of outside contractors by $6,507 and $13,105,
respectively, and further reduced travel and other costs by $4,625 and $6,496
respectively. The costs for the three month six month periods in the comparative
period of the prior year were $132,576 and $270,470. 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, 2009 were $76,208 and $134,772, respectively, compared to
$86,876 and $158,537 in the comparable periods of the prior year. The Company’s
marketing and selling expenses in the current periods decreased due to
re-allocated personnel time from marketing and sales to operations and
administration in the respective amounts of $4,260 and $9,351, and reduced costs
for advertising, travel, trade shows and commissions in the respective amounts
of $6,408 and $14,414. For the current fiscal year, the Company continues to
expand its customer base through direct sales, 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 periods ended December 31, 2009 were $93,635
and $223,014 compared to $108,758 and $240,568 in the comparable periods of the
prior year. On August 12, 2009, the Company authorized the issuance of 250,000
stock option grants to its latest Board of Directors member and recorded
non-cash compensation expense of $17,673 resulting from that option
grant.  The options to purchase the Company’s shares were granted at
the closing price on the date of the grant at $0.08, using the Black Sholes
method for calculating the charge and vested immediately upon the grant. In the
respective current periods, payroll and related costs decreased by $3,523 and
$4,785 excluding the non-cash compensation expense. The Company effected further
decreases in professional fees of $3,414 and $8,214, and other operating costs
of $8,186 and $22,228.




INTEREST
EXPENSE   Interest expense consists of the
following:




Three
      Months Ended
              December 31,
            
            
            Six
      Months Ended
              December 31,Interest
      expense
            
            
            
            
            2009
            
            
            2008
            
            
            2009
            
            
            2008Accrued
      interest on convertible debentures
            
            $
            16,642
            
            
            $
            16,633
            
            
            $
            33,285
            
            
            $
            33,048Amortization
      of the discount of the beneficial conversion feature in the convertible
      debentures
            
            
            -
            
            
            
            595
            
            
            
            -
            
            
            
            595Accrued
      interest on loan payable
            
            
            2,077
            
            
            
            1,750
            
            
            
            4,153
            
            
            
            3,500Interest
      incurred from the deferred credits issued to consortium
      members
            
            
            2,328
            
            
            
            2,357
            
            
            
            4,472
            
            
            
            4,731Interest
      income earned on cash and cash equivalents
            
            
            (233
            )
            
            
            (757
            )
            
            
            (283
            )
            
            
            (1,437
            )Net
      interest expense
            
            $
            20,814
            
            
            $
            20,578
            
            
            $
            41,627
            
            
            $
            40,437




9







NET
INCOMEThe net income for the three months and six
months ended December 31, 2009 was $16,021 and $25,875, respectively, compared
to $725,280 and $790,956 for the comparable periods in 2008.  The
decrease in the net income was primarily the result of the gain on debt
reduction in the 2nd
quarter of fiscal 2008 and decreased revenue from professional service fees
offset by an increase of the licensing of the Company’s solutions to additional
customers.  In this current quarter, although the Company increased
staff salaries modestly, they effected significant reductions in most other
categories as noted above. The Company also incurred a non-cash compensation
expense of $17,673 resulting from an option grant to the newest member of its
Board of Directors.




The net
income per share for the three months and six months ended December 31, 2009 was
$0.00 and $0.00 per share on 51,931,553 weighted average common shares
outstanding in both periods compared to $0.01 and $0.02 per share, on 51,681,553
and 51,306,553 weighted average common shares outstanding, respectively in the
comparative periods in 2008.




LIQUIDITY
AND CAPITAL RESOURCES




The Company achieved its sixth profitable quarter through December 31,
2009 since it commenced operations.  Previously, the Company had
incurred operating losses and negative cash flows from operations through June
30, 2008.  As of December 31, 2009, there was an accumulated deficit
of $8,714,886 and the Company’s cash position is $20,890.  While there
can be no assurances that the Company will continue to increase its customer
base and related revenues necessary to cover its operating costs; the Company’s
management believes the opportunities identified in its pipeline are achievable
to continue generating operating profitability and positive cash flow in the
near future.




The
Company may need additional financing and 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, existing stockholders may experience dilution of their ownership
interests and these securities may have rights senior to those of holders of the
common stock.  If adequate funds are not available or not available on
acceptable terms, it could have a material adverse effect on the Company's
financial condition and results of operations.




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 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 31, 2009 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.





10




PART
II - OTHER INFORMATION






Item
1       Legal
Proceedings




As of the
date of this report, there are no pending legal proceedings in which the Company
or any of its officers, directors or affiliates is a party, and the Company is
not aware of any threatened legal proceedings.




Item
2      Unregistered Sales of
Securities and Use of Proceeds




None,
except as previously reported.




ITEM
3    Defaults upon Senior Securities




None,
except as previously reported.




ITEM
4   Submissions of Matters to a Vote of Security
Holders




The
Company did not submit any matters to a vote of security holders during the
three months ended December 31, 2009




ITEM
5     Other information




None




ITEM
6      Exhibits and Reports on Form
8-K




Exhibits31.
            Certification32.
            Certification
      pursuant to USC Section 1350


SIGNATURES




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




XFormity
      Technologies, Inc.Date:February 5, 2010
            /s/ Christopher
      Ball
              Christopher
      Ball
              Chief
      Executive OfficerDate:February 5, 2010
            /s/ Jack
      Rabin
              Jack
      Rabin
              Chief
      Financial Officer












11