0001214659-13-005489.txt : 20131001 0001214659-13-005489.hdr.sgml : 20131001 20131001070923 ACCESSION NUMBER: 0001214659-13-005489 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20131001 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20131001 DATE AS OF CHANGE: 20131001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: Xumanii, Inc. CENTRAL INDEX KEY: 0001499274 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-MISCELLANEOUS RETAIL [5900] IRS NUMBER: 900582397 STATE OF INCORPORATION: NV FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-169280 FILM NUMBER: 131125021 BUSINESS ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GEORGE TOWN GRAND CAYMAN STATE: XX ZIP: KY1-1104 BUSINESS PHONE: 305-600-0732 MAIL ADDRESS: STREET 1: PO BOX 309, UGLAND HOUSE STREET 2: SOUTH CHURCH STREET CITY: GEORGE TOWN GRAND CAYMAN STATE: XX ZIP: KY1-1104 FORMER COMPANY: FORMER CONFORMED NAME: Medora Corp. DATE OF NAME CHANGE: 20100816 8-K 1 f9301308k.htm f9301308k.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported): October 1, 2013
 
XUMANII, INC.
 (Exact name of registrant as specified in its charter)

NEVADA
333-169280
90-09582397
(State of
Incorporation)
(Commission
File
Number)
(I.R.S.
Employer
Identification
No.)
 

9550 South Eastern Ave. Suite 253-A86
Las Vegas, NV  89123 

(Address of principal executive offices)(Zip Code)
 
305-600-0732
(Registrant's Telephone Number, Including Area Code)



 
 

 
 
Item 8.01 Other events


See attached press release exhibit 99.1


* Pursuant to Item 601(b)(2) of Regulation S-K, certain of the exhibits and schedules may have been omitted. If so, such exhibits and schedules will be provided to the Securities and Exchange Commission upon request.
 
 
 
 
 
 
 
-2-

 
 
SIGNATURE
  
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.
  
  
  
Xumanii International Holdings Corp, Inc.
  
  
  
  
  
  
Date: September 30, 2013
By:
/s/ Adam Radly
  
  
  
Adam Radly
  
  
Chairman & Chief Executive Officer
 

 
 
 
 
 

EX-99.1 2 ex99_1.htm ex99_1.htm
Exhibit 99.1
 
Press Release

Xumani Buys Trakkers

Las Vegas, NV. October 1, 2013. Xumanii  (OTCQB: XUII), announced that it has acquired RFID business, Trakkers LLC for 2 million preferred shares of Xumanii. The effective date of the transaction is October 1, 2013. The preferred shares have a face value of $1, valuing Trakkers at $2 million.

Trakkers has developed its own proprietary RFID scanners (named "Mi").  The “Mi” has some unique features including the ability to scan RFID, 1 & 2 dimensional bar codes and mag stripes - all from one device approximately the size of a smart phone. The Mi also has a touch screen and a GPRS capability (scanned data can be sent over mobile phone networks to any location). Trakkers is currently generating revenue by providing the scanners to major trade shows where they are used as lead retrieval devices. Trakkers devices have been used at many of the biggest trade shows in the United States including CES, Comicon and many more.

Revenue for Trakkers for the fiscal year ending April 2013 was $1,200,142 and adjusted Ebitda for the fiscal year ending April 2013 was $228,270. More financial and other information will be provided in a super 8K. More information about Trakkers can be found at www.Trakkers.com.

Xumanii acquired Trakkers from Tesselon LLC, a subsidiary of Inova Technology, Inc. ("Inova"). Inova CEO, Adam Radly, said “We decided to break Inova into two parts so that our network solutions business and the RFID business can pursue their own business plans without being constrained by each other and also to enable our shareholders to invest in one or the other or both as opposed to being forced to invest in both."

Upon completion of the transaction Mr Adam Radly will temporarily hold the position of CEO of both Inova and Xumanii concurrently while the board and senior management of Inova and Xumanii are adjusted to reflect their new business plans. Mr. Frigon has resigned from the board of Xumanii and is no longer playing a role in Xumanii.
 
Mr. Radly, said “The primary strategy going forward for Xumanii will be to build a company around mobile solutions. Although we have a great platform business in Trakkers, we do not intend to only focus on trade show solutions. It will be more accurate to say that we will focus on mobile and wireless solutions and that the current lead retrieval solution is just one application of our wireless, mobile technology. We plan to build a mobile solutions business that will include the use of RFID in mobile solutions for asset tracking among other mobile solutions. I look forward to providing more detail about our strategy over the next several days and weeks".

The assets acquired by Xumanii include the following:
·  
Trakkers LLC along with all of the intellectual property associated with its current and future products and solutions.
·  
The business and assets of Right Tag, Inc.
·  
Trakkers LLC has approximately $4 million of debt that will remain with Trakkers.
 
 
 

 
 
Xumanii plans to file an S1 registration Statement in order to raise capital to fund its business plan and allow Inova shareholders to become Xumanii shareholders. Upon being deemed effective by the SEC,  the registration statement will allow Inova shareholders to acquire one Xumanii share for each Inova share that they owned as at the Effective Date (October 1, 2013). However, shareholders should be aware that there can be no assurance that the SEC will deem the S1 Registration Statement effective. As at September 30, 2013 the shareholders of Inova held shares valued at approximately $400,000 so dilution as a result of this share issue is not expected to be significant given Xumanii's current market cap of approximately $8 million.

Upon completion of the transaction and after giving effect to the issue of shares owed to certain people and entities that were previously involved with Xumanii the number of shares outstanding will increase from the current number of approximately 341 million to approximately 550 million shares. The increase in authorized will required a shareholder meeting.

The new Xumanii management will assess the ongoing viability of the existing streaming business in Xumanii. Among the opportunities that may be pursued is using the Xumanii technology to stream live events at trade shows in addition to live concerts.

Contact: Adam Radly, info@inovatechnology.com.

About Xumanii
Xumanii broadcasts live events in HD from multiple cameras, wirelessly, with an extremely low production cost. Xumanii will allow content to be broadcasted as a Pay-Per-View model, generating revenues from consumers directly or as a “FREE” content model, generating revenues from advertisement, product placements and sponsorship.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: Except for historical information, the forward-looking matters discussed in this news release are subject to certain risks and uncertainties which could cause the Company's actual results and financial condition to differ materially from those anticipated by the forward-looking statements including, but not limited to, the Company's liquidity and the ability to obtain financing, the timing of regulatory approvals, uncertainties related to corporate partners or third-parties, product liability, the dependence on third parties for manufacturing and marketing, patent risk, copyright risk, competition, and the early stage of products being marketed or under development, as well as other risks indicated from time to time in the Company's filings with the Securities and Exchange Commission. The Company assumes no obligation to update or supplement forward-looking statements that become untrue because of subsequent events.