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EX-32 - XFORMITY TECHNOLOGIES, INC 12-31-09 EXH 32 - XFormity Technologies, Inc.xfmy10qexh32123109.htm
EX-31.A - XFORMITY TECHNOLOGIES, INC 12-31-09 EXH 31.A - XFormity Technologies, Inc.xfmy10qexh31a123109.htm

 
 

 

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.   Yes  X          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          No    X     
 
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
PAGE
Item 1.
Financial statements
 
     
 
3
     
 
4
     
 
5
     
 
Notes to Unaudited Consolidated Financial Statements
6-8
     
Item 2.
8-10
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
10
     
Item 4.
10
     
PART II.
OTHER INFORMATION
 
     
Item 1.
11
     
Item 2.
11
     
Item 3.
Defaults upon Senior Securities
11
     
Item 4.
Submission of Matters to a Vote of Security Holders
11
     
Item 5.
Other Information
11
     
Item 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)
       
ASSETS
 
 
       
Current Assets
           
Cash and cash equivalents
  $ 20,890     $ 14,262  
Accounts receivable
    102,771       35,161  
Deferred commission expense
    36,762       36,762  
Refundable security deposit
    -       17,413  
Prepaid expenses
    22,082       11,422  
Total current assets
    182,505       115,020  
Property and equipment, net of accumulated depreciation
    34,249       41,425  
Other assets
               
   Security deposit – long term
    8,707       8,707  
   Deferred commission  - long term
    18,381       36,762  
Total Assets
  $ 243,842     $ 201,914  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
Current Liabilities
               
Obligation from debt reduction agreement – current portion
  $ 120,000     $ 120,000  
Accounts payable
    111,804       85,749  
Accrued expenses
    182,226       139,362  
Current portion - deferred revenue
    116,607       119,671  
Current portion – deferred credits
    14,828       14,462  
Convertible debentures
    733,635       733,635  
Total Current Liabilities
    1,279,100       1,212,879  
    Obligation from debt reduction agreement – long-term portion
    435,000       465,000  
    Note payable
    118,667       118,667  
    Deferred revenues – net of current portion
    33,111       63,445  
    Deferred credits – net of current portion
    154,357       161,864  
Total liabilities
    2,020,235       2,021,855  
                 
Stockholders' Deficit
               
Preferred 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       5,193  
Additional paid-in capital
    6,933,300       6,915,627  
Accumulated 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
   
2008
Revenue
  $ 485,036     $ 510,345     $ 986,124     $ 1,077,866  
Cost of revenue
    158,060       135,046       303,995       275,667  
Research and Development
    117,820       132,576       247,447       270,470  
Marketing and selling
    76,208       86,876       134,772       158,537  
General and administrative
    93,635       108,758       223,014       240,568  
Total operating expenses
    445,723       463,256       909,228       945,242  
Income (loss) from operations
    39,313       47,089       76,896       132,624  
Interest 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        92,187  
Other income – Gain on debt reduction
    -       698,769       -       698,769  
Income (loss) before provision for income taxes
     18,499        725,280        35,269        790,956  
Provision for state income taxes
    2,478       -       9,394       -  
Net Income (loss)
  $ 16,021     $ 725,280     $ 25,875     $ 790,956  
                                 
Net Income (loss) per share – basic and diluted
  $ 0.00     $ 0.01     $ 0.00     $ 0.02  
                                 
Weighted 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
   
2008
 
Operating activities:
           
Net income (loss)
  $ 25,875     $ 790,956  
Depreciation
    9,780       10,587  
Amortization of deferred commission
    18,381       18,381  
Non-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
    -       595  
Changes in:
               
Accounts receivable
    (67,611 )     (16,065 )
Prepaid expenses and other assets
    6,752       2,199  
Accounts payable
    26,059       18,997  
Accrued expenses
    42,863       71,984  
Deferred revenue
    (33,398 )     (45,571 )
Deferred credits
    (7,141 )     (6,793 )
                 
Net cash provided by operating activities
    39,233       146,501  
                 
Investing 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
    -       10,000  
Net cash used in financing activities
    (30,000 )     (20,000 )
                 
Increase in cash and cash equivalents
    6,628       113,538  
Cash and cash equivalents, beginning of period
    14,262       87,117  
Cash and cash equivalents, end of period
  $ 20,890     $ 200,655  
                 
Supplemental disclosure of non-cash financing and investing activities
               
 Interest paid
  $ 26,767     $ 81  
 Additional paid-in capital from beneficial conversion feature in convertible debenture
  $ -     $ 2,500  
 Gain on debt reduction agreement
  $ -     $ 698,769  
 Decrease in accounts payable due to debt reduction agreement
  $ -     $ (1,578,769 )
 Increase in short term and long term debt
  $ -     $ 740,000  
 Issuance 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 at June 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, 2009
 
Long term portion of deferred commission in other assets
  $ 18,381  
Current portion of deferred commission in prepaid expenses
  $ 36,762  
Amount 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
   
2009
 
401 (K) obligation
  $ 37,585     $ 24,813  
Accrued interest on convertible debentures and note payable
    70,596       59,843  
Other
    74,045       54,706  
     Totals
  $ 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 51,931,553 shares 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.


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    Commitments and 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.
 
 
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
   
2008
 
Accrued interest on convertible debentures
  $ 16,642     $ 16,633     $ 33,285     $ 33,048  
Amortization of the discount of the beneficial conversion feature in the convertible debentures
      -          595         -          595  
Accrued interest on loan payable
    2,077       1,750       4,153       3,500  
Interest incurred from the deferred credits issued to consortium members
      2,328          2,357          4,472          4,731  
Interest 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 INCOME    The 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 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.

 
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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.
 
 
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
 
 
Exhibits
31.
Certification
   
32.
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 Officer
Date:  February 5, 2010  
/s/ Jack Rabin                  
Jack Rabin
Chief Financial Officer

 

 
 
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