10-Q/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A (Amendment No. 1)
[X]	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	FOR THE QUARTERLY PERIOD ENDED January 31, 2014
OR
[ ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934

Commission file number 333-169280

Xumanii International Holdings Corp.

(Exact name of registrant as specified in its charter)

NEVADA

(State or other jurisdiction of incorporation or organization)

 9550 South Eastern Ave. Suite 253-A86

Las Vegas, Nevada 89123

 (Address of principal executive offices, including zip code.)

800-416-5934

(Registrant’s telephone number, including area code) 

N/A

(former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the last 90 days. 

YES [X]   NO [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  

YES [X]     NO [ ] 

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 definition of “large accelerated filler”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated Filer [ ] Non-accelerated Filer [ ] 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]

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

1

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Xumanii International Holdings Corp. (the “Company”) for the quarter ended January 31, 2014 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on March 18, 2014. The Amendment is being filed to submit Exhibit 101. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Filing and Exhibit 101 (XBRL interactive data) is included as an exhibit to the Amendment.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officers are filed as exhibits hereto.

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.

2

PART II – OTHER INFORMATION

Item 6. Exhibits

The following documents are included herein:

		Incorporated by reference
Exhibit	Document Description	Form	Date	Number	Filed herewith
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.				X
32.1	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.				X
101 INS	XBRL INSTANCE DOCUMENT				X
101 SCH	XBRL TAXONOMY EXTENSION SCHEMA				X
101 CAL	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE				X
101 DEF	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE				X
101 LAB	XBRL TAXONOMY EXTENSION LABEL LINKBASE				X
101 PRE	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE				X

3

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing of this Form 10-K and has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, in Las Vegas, NV on this 20th day of March 2014.

Xumanii International Holdings Corp.
BY:	Adam Radly
	Adam Radly
	President, Treasurer, Director

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following person on behalf of the Registrant and in the capacities.

Signature	Title	Date
/s/Adam Radly	President, Treasurer,	March 20, 2014
	Director
Adam Radly

4

EX-31.1

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14

I, Adam Radly, the President, CEO and CFO of Xumanii International Holdings Corp. (the “Registrant”), certify that;

(1)	I have reviewed this quarterly Report on Form 10-Q/A of the Registrant;
(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
(4)	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) for the Registrant and have:
	a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the Registrant is made known to me by others within those entities, particularly during the period in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	c)	Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	d)	Disclosed in this report any change in the Registrant's internal control over financial reporting that occurred during the Registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Registrant's internal control over financial reporting; and
(5)	I have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
	a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
	b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.
	March 20, 2014
	/s/Adam Radly
By:	Adam Radly
	Chief Executive Officer and Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION OFCHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICERPURSUANT TO18 U.S.C. SECTION 1350,AS ADOPTED PURSUANT TOSECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Adam Radly, the Chief Executive Officer and Chief Financial Officer of Xumanii International Holdings Corp. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

(i)	the quarterly report on Form 10-Q/A of the Company, for the period  ended January 31, 2014, and to which this certification is attached as Exhibit 32 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and
(ii)	the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

By:	/s/ Adam Radly
Name:	Adam Radly
Title:	Chief Executive Officer and Chief
	Financial Officer
Date:	March 20, 2014

XML

Derivative Liability

6 Months Ended

Jan. 31, 2014

DisclosureDerivativeLiabilityAbstract

Derivative Liability

NOTE 4 – DERIVATIVE LIABILITY

The Company evaluated the terms of the convertible notes and concluded that since the conversion prices were not fixed, and the number of shares of the Company’s common stock that are issuable upon the conversion of the convertible notes are indeterminable until such time as the note holder elects to convert to common stock, the embedded conversion features created a derivative liability.

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

	Issuance date	January 31, 2014
Stock price	$0.02 - $0.06	$0.02
Exercise price	$0.01 - $0.02	$0.01 - $0.02
Shares issuable upon conversion	37,423,169 shares	52,318,182 shares
Expected dividend yield	0.00%	0.00%
Expected life (years)	0.5 - 2 years	0.3 - 2 years
Risk-free interest rate	0.30% - 0.40%	0.33% - 0.34%
Expected volatility	257% - 346%	185% - 288%

XML

Notes Payable

6 Months Ended

Jan. 31, 2014

Debt Disclosure [Abstract]

Notes Payable

NOTE 3 – NOTES PAYABLE

As of January 31, 2014, the Company had the following loans payable outstanding:

Convertible notes:

On October 10, 2013, the Company entered into a convertible promissory note with a third party for $37,500, with an initial discount of $2,500. The note bears interest at 8% and a maturity date of July 12, 2014. In the event that the note remains unpaid at that date, the Company will pay default interest at 22%. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three trading prices during the 10 trading days prior to the conversion date.

On October 21, 2013, the Company entered into a convertible note with a third party for $25,000. This note bears an interest rate of 12% per annum and is due April 21, 2014. The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date.

On October 23, 2013, the Company entered into a promissory note with a third party for $500,000, with an initial discount of $50,000. During the three months ended October 31, 2013, the Company received the first advance of $50,000. The note has a maturity date of two years from effective date of each payment and bears and interest rate of 12%. The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion.

On October 31, 2013, the Company entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 8% per annum and is due October 31, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the 20 trading days prior to the conversion date.

On November 18, 2013, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

On November 18, 2013, the Company entered into a convertible debenture with a third party for $150,000. This note bears an interest rate of 10% per annum and is due May 18, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

On December 3, 2013, the Company entered into a senior convertible note with a third party for $450,000, with an initial discount of $150,000. The note has a maturity date of June 3, 2014 and bears and interest rate of 12%. The lender has the right at any time to convert the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment).

On December 12, 2013, the Company entered into a convertible note with a third party for $100,000, with an initial discount of $10,000. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date.

On December 12, 2013, the Company entered into a convertible promissory note with a third party for $550,000, with an initial discount of $10,000. $250,000 of the note was advanced prior to January 31, 2014. This note bears an interest rate of 10% per annum and is due December 12, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date.

On December 13, 2013, the Company entered into a convertible note with a third party for $35,000, with an initial discount of $5,000. This note bears an interest rate of 10% per annum and is due June 1, 2014. The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the twenty trading days prior to the conversion date.

On December 23, 2013, the Company entered into a note purchase agreement with a third party to purchase a Convertible Promissory Note for $113,500, with an initial discount of $13,500. This note bears an interest rate of 8% per annum and is due December 27, 2014. The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary conversion date.

On December 27, 2013, the Company entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

On December 27, 2013, the Company also entered into a convertible note with a third party for $50,000, with an initial discount of $5,500. This note bears an interest rate of 12% per annum and is due September 30, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

On November 19, 2013, the Company also entered into a convertible note with a third party for $250,000. This note bears an interest rate of 10% per annum and is due May 19, 2014. The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

The Company evaluated the conversion features on the above convertible notes and determined that they created an embedded financial derivative due to there being no explicit limit to the number of shares to be issued upon conversion. The Company recorded the initial fair value of $971,911 on the financial derivatives as discount to the convertible notes.

For the six months ended January 31, 2014, the Company recorded $303,878 interest expense under straight-line method to amortize the discounts (both original discount and derivative discount) on the convertible notes. The remaining unamortized discount as of January 31, 2014 was $878,033.

Note payable:

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

Interest free loan:

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

XML

Balance Sheets (USD $)	Jan. 31, 2014	Jul. 31, 2013
Current assets
Cash and cash equivalent	$ 335,965	$ 38,170
Due from related party	358,681
Prepaid expenses	25,046	12,276
Total current assets	719,692	50,446
Intangible assets, net	320,842
Fixed assets, net of accumulated depreciation		52,781
Total assets	1,040,534	103,227
Current liabilities
Accounts payable and accrued liabilities	127,739	49,580
Advances from related parties	78,355	48,250
Loans payable	1,070,000	1,070,699
Derivative liability	810,597
Notes payable, net of discount of $878,033 and $0, respectively	617,010	642,242
Total current liabilities	2,703,701	1,810,771
Stockholders' deficit
Preferred stock, $0.00001 par value; Series A preferred stock 100,000,000 shares authorized; none issued and outstanding; Series B preferred stock 100,000,000 shares authorized; none issued and outstanding
Common stock, $0.00001 par value; 450,000,000 shares authorized; 323,528,363 and 271,610,552 shares issued and outstanding, respectively	3,235	2,716
Additional paid-in capital	866,846	81,065
Accumulated deficit	2,533,248	1,791,325
Total stockholders' deficit	(1,663,167)	(1,707,544)
Total liabilities and stockholders' deficit	1,040,534	103,227
Series A Preferred Stock
Stockholders' deficit
Preferred stock, $0.00001 par value; Series A preferred stock 100,000,000 shares authorized; none issued and outstanding; Series B preferred stock 100,000,000 shares authorized; none issued and outstanding
Total stockholders' deficit
Series B Preferred Stock
Stockholders' deficit
Preferred stock, $0.00001 par value; Series A preferred stock 100,000,000 shares authorized; none issued and outstanding; Series B preferred stock 100,000,000 shares authorized; none issued and outstanding
Total stockholders' deficit

XML

Nature Of Operations And Summary Of Significant Accounting Policies

6 Months Ended

Jan. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature Of Operations And Summary Of Significant Accounting Policies

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

Nature of Business

Xumanii International Holdings Corp. (“Xumanii” or the “Company”) was incorporated in the State of Nevada on May 6, 2010. The Company maintains its statutory registered agent’s office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and the Company’s mailing address and business office is located at 9550 South Eastern Ave. Suite 253-A86, Las Vegas, Nevada 89123.

The Company's name and trading symbol were changed from Medora Corp. and MORA, repectively, effective September 7, 2012 to Xumanii, Inc. and XUII, respectively. Subsequently , the name was changed to Xumanii International Holdings Corp.

Xumanii was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October 2013, the business plan for Xumanii was changed to enter into the branded tablet market, app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies.

Basis of Presentation

The accompanying unaudited interim financial statements of  the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Xumanii’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2013.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted.

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic and Diluted Earnings (Loss) Per Common Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Fair Value Measurement

The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Stock-based Compensation

The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Financial Derivatives

All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.

Impairment of Long-Lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.

XML

Going Concern

6 Months Ended

Jan. 31, 2014

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

NOTE 2 – GOING CONCERN

These financial statements have been prepared on a going concern basis, which implies Xumanii will continue to meet its obligations and continue its operations for the next twelve months. As of January 31, 2014, the Company has an accumulated deficit of $2,533,248, limited liquidity and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs for the next twelve month period. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. The continuation of Xumanii as a going concern is dependent upon financial support from its stockholders, the ability of Xumanii to obtain necessary equity financing to continue operations, and the attainment of profitable operations. Realization value may be substantially different from carrying values as shown and these financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Xumanii be unable to continue as a going concern.

XML

Balance Sheets (Parenthetical) (USD $)	Jan. 31, 2014	Jul. 31, 2013
Common stock, par value	$ 0.00001	$ 0.00001
Common stock, shares authorized	450,000,000	450,000,000
Common stock, shares issued	323,528,363	271,610,552
Common stock, shares outstanding	323,528,363	271,610,552
Notes payable, unamortized discount	$ 878,033	$ 0
Series A Preferred Stock
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0
Series B Preferred Stock
Preferred stock, par value	$ 0.00001	$ 0.00001
Preferred stock, shares authorized	100,000,000	100,000,000
Preferred stock, shares issued	0	0
Preferred stock, shares outstanding	0	0

XML

Related Party Transactions (Narrative) (Details) (USD $)				1 Months Ended
	Jan. 31, 2014	Jul. 31, 2013	Jan. 31, 2014 Chief Executive Officer - ACLH, LLC	Mar. 18, 2014 Chief Executive Officer - ACLH, LLC Subsequent Event
Related Party Transaction [Line Items]
Due from related parties	$ 358,681		$ 358,681
Proceeds from collection of dues from related parties				$ 125,000

XML

Document and Entity Information

6 Months Ended

Jan. 31, 2014

Mar. 17, 2014

Document And Entity Information

Entity Registrant Name

XUMANII INTERNATIONAL HOLDINGS CORP

Entity Central Index Key

0001499274

Document Type

10-Q

Document Period End Date

Jan. 31, 2014

Amendment Flag

true

Amendment Description

EXPLANATORY NOTE

This Amendment No. 1 to the Quarterly Report on Form 10-Q/A (the “Amendment”) amends the Quarterly Report on Form 10-Q of Xumanii International Holdings Corp. (the “Company”) for the quarter ended January 31, 2014 (the “Original Filing”), that was originally filed with the U.S. Securities and Exchange Commission on March 18, 2014. The Amendment is being filed to submit Exhibit 101. The Amendment revises the exhibit index included in Part II, Item 6 of the Original Filing and Exhibit 101 (XBRL interactive data) is included as an exhibit to the Amendment.

In addition, as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new certifications by the Company’s principal executive officer and principal financial officers are filed as exhibits hereto.

Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Company’s other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.

Current Fiscal Year End Date

--07-31

Is Entity a Well-known Seasoned Issuer?

No

Is Entity a Voluntary Filer?

No

Is Entity's Reporting Status Current?

Yes

Entity Filer Category

Smaller Reporting Company

Entity Common Stock, Shares Outstanding

323,528,363

Document Fiscal Period Focus

Q2

Document Fiscal Year Focus

2014

XML

Equity Transactions (Narrative) (Details) (USD $)	6 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
Common stock issued for conversion of notes payable, Value	$ 450,000
Common stock issued for services, Value	21,000
Common Stock
Common stock issued for conversion of notes payable, Shares	51,762,450
Common stock issued for conversion of notes payable, Value	450,000
Common stock issued for services, Shares	700,000
Common stock issued for services, Value	21,000
Common stock issued for acquisition, Shares	9,615,384
Common stock issued for acquisition, Value	$ 275,000

XML

Statements Of Operations (USD $)	3 Months Ended		6 Months Ended
	Jan. 31, 2014	Jan. 31, 2013	Jan. 31, 2014	Jan. 31, 2013
Income Statement [Abstract]
Revenues	$ 80		$ 80
Operating expenses:
General and administrative	406,584	435,692	542,319	668,517
Total operating expenses	406,584	435,692	542,319	668,517
Operating loss	(406,504)	(435,692)	(542,239)	(668,517)
Other (income) expenses:
Gain on change in fair value of derivatives	161,314		161,314
Interest expense	331,425	13,893	360,998	23,060
Total other (income) expenses	(170,111)	(13,893)	(199,684)	(23,060)
Net loss	$ (576,615)	$ (449,585)	$ (741,923)	$ (691,577)
Weighted average common shares outstanding - basic and diluted	288,273,273	341,300,300	279,941,912	341,300,300
Net loss per common share - basic and diluted	$ 0.00	$ 0.00	$ 0.00	$ 0.00

XML

Subsequent Events

6 Months Ended

Jan. 31, 2014

Subsequent Events [Abstract]

Subsequent Events

NOTE 7 – SUBSEQUENT EVENTS

On February 18, 2014, the Company entered into a convertible promissory note with a third party for $100,000.  The note bears interest at 10% per annum and with a maturity date of February 15, 2015.  The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading days prior to the conversion date.

Xumanii acquired Amonshare from Intersino Global Ventures Ltd (IGV) for a price of $1.5M based on $50/registered user. This will be paid in stock, based on a per share price of $.02 at the closing date. Xumanii entered into a marketing agreement with IGV where Xumanii will acquire additional users for $50/user.

XML

Equity Transactions

6 Months Ended

Jan. 31, 2014

Equity Transactions

Equity Transactions

NOTE 6 – EQUITY TRANSACTIONS

During the six months ended January 31, 2014: 

- 51,762,450 shares of common stock were issued for the conversion of a third-party note payable in the amount of $450,000;

- 700,000 shares of common stock, with fair value of $21,000, were issued for services; and,

- 9,615,384 shares of common stock, with fair value of $275,000, were issued for the acquisition of RFID patents.

XML

Subsequent Events (Narrative) (Details) (Subsequent Event, USD $)

1 Months Ended

0 Months Ended

Mar. 18, 2014

Amonshare

Feb. 18, 2014

Convertible Notes Payable Dated February 18, 2014

Face value of the convertible note

$ 100,000

Interest rate on debt

10.00%

Debt instrument maturity date

Feb. 15, 2015

Debt instrument conversion terms

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest one day closing prices during the 20 trading days prior to the conversion date.

Acquisition terms

Xumanii acquired Amonshare from Intersino Global Ventures Ltd (IGV) for a price of $1.5M based on $50/registered user. This will be paid in stock, based on a per share price of $.02 at the closing date. Xumanii entered into a marketing agreement with IGV where Xumanii will acquire additional users for $50/user.

XML

Derivative Liability (Details) (Derivative Liability, USD $)	6 Months Ended
	Jan. 31, 2014
Fair Value Assumptions At Issuance Date
Valuation techniques used in determining the fair value of derivative liability:
Shares issuable upon conversion	37,423,169
Expected dividend yield	0.00%
Fair Value Assumptions At Issuance Date | Minimum
Valuation techniques used in determining the fair value of derivative liability:
Stock price	$ 0.02
Exercise price	$ 0.01
Expected life (years)	6 months
Risk-free interest rate	0.30%
Expected volatility	257.00%
Fair Value Assumptions At Issuance Date | Maximum
Valuation techniques used in determining the fair value of derivative liability:
Stock price	$ 0.06
Exercise price	$ 0.02
Expected life (years)	2 years
Risk-free interest rate	0.40%
Expected volatility	346.00%
Fair Value Assumptions At January 31, 2014
Valuation techniques used in determining the fair value of derivative liability:
Stock price	$ 0.02
Shares issuable upon conversion	52,318,182
Expected dividend yield	0.00%
Fair Value Assumptions At January 31, 2014 | Minimum
Valuation techniques used in determining the fair value of derivative liability:
Exercise price	$ 0.01
Expected life (years)	3 months 18 days
Risk-free interest rate	0.33%
Expected volatility	185.00%
Fair Value Assumptions At January 31, 2014 | Maximum
Valuation techniques used in determining the fair value of derivative liability:
Exercise price	$ 0.02
Expected life (years)	2 years
Risk-free interest rate	0.34%
Expected volatility	288.00%

XML

Nature Of Operations And Summary Of Significant Accounting Policies (Policies)

6 Months Ended

Jan. 31, 2014

Accounting Policies [Abstract]

Nature of business

Nature of Business

Xumanii International Holdings Corp. (“Xumanii” or the “Company”) was incorporated in the State of Nevada on May 6, 2010. The Company maintains its statutory registered agent’s office at Nevada Corporate Headquarter, 101 Convention Center Drive, Suite 700 Las Vegas, Nevada 89109 and the Company’s mailing address and business office is located at 9550 South Eastern Ave. Suite 253-A86, Las Vegas, Nevada 89123.

The Company's name and trading symbol were changed from Medora Corp. and MORA, repectively, effective September 7, 2012 to Xumanii, Inc. and XUII, respectively. Subsequently , the name was changed to Xumanii International Holdings Corp.

Xumanii was a platform that broadcasted live events in HD with a new technology that combines hardware and a software platform to broadcast from multiple cameras, wirelessly an event with an extremely low production cost until September 30, 2013. In October 2013, the business plan for Xumanii was changed to enter into the branded tablet market, app market and pursue acquisitions that may be synergistic to the company’s focus in various technologies.

Basis Of Presentation

Basis of Presentation

The accompanying unaudited interim financial statements of  the Company have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Xumanii’s Annual Report filed with the SEC on Form 10-K for the year ended July 31, 2013.  In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position and the results of operations for the interim periods presented have been reflected herein.  The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year.  Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2013 as reported in the Form 10-K have been omitted.

Use Of Estimates

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Basic And Diluted Earnings (Loss) Per Common Share

Basic and Diluted Earnings (Loss) Per Common Share

The basic net loss per common share is computed by dividing the net loss by the weighted average number of common shares outstanding. Diluted net loss per common share is computed by dividing the net loss, adjusted on an "as if converted" basis, by the weighted average number of common shares outstanding plus potential dilutive securities. For all periods presented, there were no potentially dilutive securities outstanding.

Cash And Cash Equivalents

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents.

Fair Value Measurement

Fair Value Measurement

The Company values its derivative instruments under FASB ASC 820 which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

As defined in ASC 820, fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The Company utilizes market data or assumptions that market participants would use in pricing the asset or liability, including assumptions about risk and the risks inherent in the inputs to the valuation technique. These inputs can be readily observable, market corroborated, or generally unobservable. The Company classifies fair value balances based on the observability of those inputs. ASC 820 establishes a fair value hierarchy that prioritizes the inputs used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurement).

The three levels of the fair value hierarchy defined by ASC 820 are as follows:

Level 1 – Quoted prices are available in active markets for identical assets or liabilities as of the reporting date. Active markets are those in which transactions for the asset or liability occur in sufficient frequency and volume to provide pricing information on an ongoing basis. Level 1 primarily consists of financial instruments such as exchange-traded derivatives, marketable securities and listed equities.

Level 2 – Pricing inputs are other than quoted prices in active markets included in level 1, which are either directly or indirectly observable as of the reported date.

Level 3 – Pricing inputs include significant inputs that are generally less observable from objective sources. These inputs may be used with internally developed methodologies that result in management’s best estimate of fair value. The Company uses Level 3 to value its derivative instruments.

Income Taxes

Income Taxes

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company computes a deferred tax asset for net operating losses carried forward. The potential benefit of net operating losses have not been recognized in these financial statements because the Company cannot be assured it is more likely than not it will utilize the net operating losses carried forward in future years.

Stock-Based Compensation

Stock-based Compensation

The Company estimates the fair value of each stock option award at the grant date by using the Black-Scholes option pricing model and common shares based on the last quoted market price of the Company’s common stock on the date of the share grant. The fair value determined represents the cost for the award and is recognized over the vesting period during which an employee is required to provide service in exchange for the award. As share-based compensation expense is recognized based on awards ultimately expected to vest, the Company reduces the expense for estimated forfeitures based on historical forfeiture rates. Previously recognized compensation costs may be adjusted to reflect the actual for feature rate for the entire award at the end of the vesting period. Excess tax benefits, if any, are recognized as an addition to paid-in capital.

Recently Issued Accounting Pronouncements

Recently Issued Accounting Pronouncements

The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.

Financial Derivatives

Financial Derivatives

All derivatives are recorded at fair value on the balance sheet. Fair values for securities traded in the open market and derivatives are based on quoted market prices. Where market prices are not readily available, fair values are determined using market based pricing models incorporating readily observable market data and requiring judgment and estimates.

Impairment of Long-Lived Assets

Impairment of Long-Lived Assets

Management reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount may not be realizable or at a minimum annually during the fourth quarter of the year. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying value to determine if an impairment of such asset is necessary. The effect of any impairment would be to expense the difference between the fair value of such asset and its carrying value.

XML

Derivative Liability (Tables)

6 Months Ended

Jan. 31, 2014

Derivative Liability Tables

Schedule Of Valuation Techniques Used In Determining Fair Value Of Derivative Liability

	Issuance date	January 31, 2014
Stock price	$0.02 - $0.06	$0.02
Exercise price	$0.01 - $0.02	$0.01 - $0.02
Shares issuable upon conversion	37,423,169 shares	52,318,182 shares
Expected dividend yield	0.00%	0.00%
Expected life (years)	0.5 - 2 years	0.3 - 2 years
Risk-free interest rate	0.30% - 0.40%	0.33% - 0.34%
Expected volatility	257% - 346%	185% - 288%

XML

Notes Payable (Narrative) (Details) (USD $)

6 Months Ended

0 Months Ended

3 Months Ended

0 Months Ended

2 Months Ended

0 Months Ended

6 Months Ended

6 Months Ended

Jan. 31, 2014

Jan. 31, 2013

Jul. 31, 2013

Oct. 10, 2013

Convertible Notes Payable Dated October 10, 2013

Oct. 21, 2013

Convertible Notes Payable Dated October 21, 2013

Oct. 23, 2013

Convertible Notes Payable Dated October 23, 2013

Oct. 31, 2013

Convertible Notes Payable Dated October 23, 2013

Oct. 31, 2013

Convertible Notes Payable Dated October 31, 2013

Nov. 18, 2013

Convertible Notes Payable Dated November 18, 2013

Nov. 18, 2013

Convertible Notes Payable Dated November 18, 2013

Dec. 03, 2013

Convertible Notes Payable Dated December 3, 2013

Dec. 12, 2013

Convertible Notes Payable Dated December 12, 2013

Dec. 12, 2013

Convertible Notes Payable Dated December 12, 2013

Jan. 31, 2014

Convertible Notes Payable Dated December 12, 2013

Dec. 13, 2013

Convertible Notes Payable Dated December 13, 2013

Dec. 23, 2013

Convertible Notes Payable Dated December 23, 2013

Dec. 27, 2013

Convertible Notes Payable Dated December 27, 2013

Dec. 27, 2013

Convertible Notes Payable Dated December 27, 2013

Nov. 19, 2013

Convertible Notes Payable Dated November 19, 2013

Jan. 31, 2014

Notes Payable - Atoll Finance

Jul. 31, 2013

Notes Payable - Atoll Finance

Jan. 31, 2014

Loans Payable - Atoll Finance

Debt Instrument [Line Items]

Face value of the convertible note

$ 37,500

$ 25,000

$ 500,000

$ 50,000

$ 150,000

$ 150,000

$ 450,000

$ 100,000

$ 550,000

$ 35,000

$ 113,500

$ 50,000

$ 50,000

$ 250,000

Initial discount on convertible note

878,033

0

2,500

50,000

5,500

150,000

10,000

10,000

5,000

13,500

5,500

5,500

Proceeds from convertible debt

1,543,500

742,962

50,000

250,000

Interest rate on debt

8.00%

12.00%

12.00%

8.00%

10.00%

10.00%

12.00%

10.00%

10.00%

10.00%

8.00%

12.00%

12.00%

10.00%

5.00%

Debt instrument maturity date

Jul. 12, 2014

Apr. 21, 2014

Oct. 31, 2014

May 18, 2014

May 18, 2014

Jun. 03, 2014

Dec. 12, 2014

Dec. 12, 2014

Jun. 01, 2014

Dec. 27, 2014

Sep. 30, 2014

Sep. 30, 2014

May 19, 2014

Debt instrument maturity terms

The note has a maturity date of two years from effective date of each payment

Debt instrument default interest terms

In the event that the note remains unpaid at that date, the Company will pay default interest at 22%.

Debt instrument conversion terms

The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 51% of the average of the three trading prices during the 10 trading days prior to the conversion date.

The lender has the right at any time prior to the maturity date to convert the principal and interest outstanding into the Company's common stock at a rate equal to 50% of the average of three lowest closing prices during the ten trading days prior to the conversion date.

The note can be converted into the Company’s common stock at lessor of $0.03 or 60% of the lowest trade price in the 25 trading days previous to the conversion.

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the 20 trading days prior to the conversion date.

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the twenty trading days prior to the conversion date.

The lender has the right at any time to convert the balance outstanding into the Company's common stock at a conversion price of $0.00616 (subject to adjustment).

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date.

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest trading prices during the 15 trading days prior to the holder elected conversion date.

The lender has the right after a period of 180 days to convert the balance outstanding into the Company's common stock at a rate equal to 60% of the lowest closing prices during the twenty trading days prior to the conversion date.

The lender has the right at any time on or after 90 days from the issuance date to convert the balance outstanding into the Company's common stock at a rate equal to 55% of the lowest sale price of the common stock for the 20 trading immediately prior to the voluntary conversion date.

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

The lender has the right to convert the balance outstanding into the Company's common stock at a rate equal to 50% of the lowest closing prices during the 20 trading days prior to the conversion date.

Amortization of debt discount

303,878

Repayment of notes payable

450,000

450,000

Notes payable

617,010

642,242

192,242

642,242

Loan payable

1,070,000

1,070,699

1,070,000

Imputed interest

$ 42,800

$ 20,685

$ 42,800

XML

Statements Of Cash Flows (USD $)	6 Months Ended
	Jan. 31, 2014	Jan. 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$ (741,923)	$ (691,577)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	303,878	7,069
Imputed interest	42,800	20,685
Loss on disposal of fixed assets	52,781
Gain on change in fair value of financial derivatives	(161,314)
Shares issued for services	21,000
Changes in operating assets and liabilities:
Prepaid expenses and other assets	(12,770)	(15,047)
Due to related parties	(358,681)	18,752
Accounts payable & accrued liabilities	76,761
Net cash used in operating activities of operations	(777,468)	(660,118)
CASH FLOW INVESTING ACTIVITIES
Purchase of fixed assets		(50,884)
Purchase of intangible asset	(48,342)
Net cash used in investing activities	(48,342)	(50,884)
CASH FLOW FINANCING ACTIVITIES
Proceeds from notes payable, net	1,543,500	742,962
Proceeds from related party loans payable	450,000
Change in related party advances	30,105	(33,656)
Net cash provided by financing activities	1,123,605	709,306
NET CHANGE IN CASH	297,795	(1,696)
CASH AT BEGINNING OF PERIOD	38,170	8,725
CASH AT END OF PERIOD	335,965	7,029
SUPPLEMENTAL INFORMATION:
Interest paid
Income tax paid
NONCASH INVESTING AND FINANCING ACTIVITIES:
Conversion of notes payable to common shares	450,000
Debt discount - fair value of financial derivatives	971,911
Retirement of common shares	112
Shares issued to acquire intangible assets	$ 272,500

XML

Related Party Transactions

6 Months Ended

Jan. 31, 2014

Related Party Transactions

Related Party Transactions

NOTE 5 – RELATED PARTY TRANSACTIONS

During the six months ended January 31, 2014, the Company advanced $358,681, interest free, to ACLH, LLC, an entity associated with the Company’s CEO. $125,000 was repaid by ACLH, LLC to the Company subsequent to January 31, 2014.