SecProbe.io

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Room 4561
						June 22, 2005

Mr. Mark Haugejorde
President and Chief Executive Officer
XFormity Technologies, Inc.
14333 Proton Road
Dallas, TX  75244

Re:	XFormity Technologies, Inc.
	Form 8-K/A Filed December 6, 2004
	Form 10-QSB/A for Fiscal Quarter Ended March 31, 2005
	Filed May 18, 2005
	File No. 000-23391

Dear Mr. Haugejorde:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
the matters addressed in the comments below. We may ask you to
provide us with supplemental information so we may better
understand
your disclosure.  Please be as detailed as necessary in your
explanation.  After reviewing this information, we may raise
additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 8-K/A filed December 6, 2004

Note 5 - Stockholders` Equity

1. We note that in 2004, you entered into agreements with seven of
your customers to provide for the development of software called
Everest.  In exchange for cash, each of the respective customers
received an equity position in the Company, receiving shares of
your
common stock.  Also, we note that these customers are to receive
credits against future revenue billings resulting from any charges
for the Everest software, once developed and operating.  Describe
to
us the material terms of this arrangement, including the number of
shares issued to each customer; the value of the shares at the
time
of issuance and how you determined the value of such shares.  Tell
us
the current status of the software development project.  Also,
describe how you have accounted for this transaction.
Specifically
address how you have allocated the proceeds between the software
development arrangement and the sale of common stock.    Tell us
how
you accounted for this transaction and tell us authoritative
accounting literature that you applied.

Form 10-QSB/A for the Quarter Ended March 31, 2005

Notes to Condensed Consolidated Financial Statements

Note 3 - Summary of Significant Accounting Principles

Revenue Recognition

2. Your disclosure indicates that you recognize revenue in
accordance
with SOP 97-2, over the term of the agreement or at specific
acceptance points.  Describe your revenue recognition policy for
each
type of product and service that you sell.  Clearly indicate the
timing and measurement of revenue from each type of earnings
activity.  Identify the elements included in each type of sales
transaction (e.g. software, hardware, customization services and
post-contract customer support).  Describe how you considered the
guidance in SOP 97-2 for recognizing revenue from the sale of
software and for accounting for multiple-element arrangements.

Liquidity and Capital Resources

3. We note that in April 2005, the Board of Directors approved a
$1.0
million private placement of convertible debentures.  Describe to
us
the material terms of this private placement transaction,
including
the conversion terms.  Tell us how you have accounted for the
issuance of these debentures, including your consideration of the
guidance in EITF 98-5 and EITF 00-27 in determining whether or not
the offering includes a beneficial conversion feature.

Controls and Procedures

4. We note your disclosure indicating that you have evaluated the
effectiveness of your disclosure controls and procedures within 90
days of filing your quarterly report on Form 10-QSB.  Tell us what
consideration you have given to SEC Release No. 33-8238 which
requires that the evaluation be done as of the end of the period
covered by the annual or quarterly reports.

Section 302 Certifications

5. We note that you refer to internal control over financial
reporting in paragraph 4 of your Section 302 Certifications and
you
also included paragraph 4(b), despite the fact that you are not
yet
required to comply with Section 404 of the Sarbanes Oxley Act.
Tell
us what consideration you have given to the guidance in SEC
Release
34-47986 when choosing to reference the Company`s internal control
over financial reporting in your Section 302 Certifications.

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  Please submit all correspondence and
supplemental
materials on EDGAR as required by Rule 101 of Regulation S-T.  You
may wish to provide us with marked copies of any amendment to
expedite our review.  Please furnish a cover letter with any
amendment that keys your responses to our comments and provides
any
requested information.  Detailed cover letters greatly facilitate
our
review.  Please understand that we may have additional comments
after
reviewing any amendment and your responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to
be
certain that they have provided all information investors require
for
an informed decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

	You may contact April Coleman, Staff Accountant, at (202)
551-
3458, Kathleen Collins, Accounting Branch Chief at (202) 551-3499
or
me at (202) 551-3730 if you have questions regarding these
comments.

Sincerely,

      Craig Wilson
							Senior Assistant Chief
Accountant
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Mr. Mark Haugejorde
XFormity Technology, Inc.
June 22, 2005
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