Form S-1 Xunna Information Technology Inc.

S-1 - General form for registration of securities under the Securities Act of 1933

Published: 2011-07-29 18:52:28
Submitted: 2011-08-01
fs12011_xunna.htm FORM S-1


fs12011_xunna.htm



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

XUNNA INFORMATION TECHNOLOGY INC
(Name of Small Business Issuer in its charter)
 
NEVADA
 
7373
 
45-0963567
(State or jurisdiction of
 incorporation or organization)
 
(Primary Standard Industrial
Classification Code Number)
 
(I.R.S. Employer ID No.)
 
2 Fufeng Rd
Xinghuo Sci-Tech Building, Floor 26
Fengtai District, Beijing, PRC
Tel: 011 86 10 63710499 
Xunna@xunna.com


 (Address and telephone number of principal executive offices)
 

 
 (Name, address and telephone number of agent for service)
 
Copies to:
How2gopublic.com
18124 Wedge Pkwy, Ste 1050
Reno, NV 89511
775-851-7397 or 775-201 8331 fax
e-mail: jsmith@howtogopublic.net

 
APPROXIMATE DATE OF PROPOSED SALE TO THE PUBLIC:
From time to time after this Registration Statement becomes effective.


If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box:
x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier registration statement for the same offering.
  
¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨
 
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.
¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. (Check one):

Large Accelerated Filer
¨
Accelerated Filer
¨
Non-Accelerated Filer
¨
Smaller Reporting Company
x

 
 

 
 
CALCULATION OF REGISTRATION FEE
 
Title of Each Class Of
Securities To Be Registered
 
Amount To
Be
Registered
 
 
Proposed
Maximum
Offering
Price
Per
Security (1)
 
 
Proposed
Maximum
Aggregate
Offering
Price
 
 
Amount Of
Registration
Fee
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Common Stock, par value $.001 per share
 
 
680,000
 
 
$
0.01
 
 
$
6,800
 
 
$
.79
 
 
(1)
The offering price has been estimated solely for the purpose of computing the amount of the registration fee in accordance with Rule 457(o). Our common stock is not traded on any national exchange and in accordance with Rule 457; the offering price was arbitrarily set. The selling stockholders may sell shares of our common stock at a fixed price of $0.01 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices.  There can be no assurance that a market maker will agree to file the necessary documents with the Financial Industry Regulatory Authority, which operates the OTC Electronic Bulletin Board, nor can there be any assurance that such an application for quotation will be approved.
 
The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to Section 8(a), may determine.

The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

PROSPECTUS
Subject To Completion: Dated ______, 2011
 
XUNNA INFORMATION TECHNOLOGY INC.
 
 
680,000 Shares of Common Stock
 
This prospectus relates to the resale by certain selling security holders of Xunna Information Technology, Inc. of up to 680,000 shares of common stock held by selling security holders of Xunna Information Technology, Inc. (“Company”, “Xunna Information Technology” or “us”). We will not receive any of the proceeds from the sale of the shares by the selling stockholders.
 
The selling security holders will be offering our shares of common stock at a fixed price of $0.01 per share until our shares are quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. Each of the selling stockholders may be deemed to be an “underwriter” as such term is defined in the Securities Act of 1933, as amended (the “Securities Act”).
 
 
2

 
 
There has been no market for our securities and a public market may never develop, or, if any market does develop, it may not be sustained. Our common stock is not traded on any exchange or on the over-the-counter market. After the effective date of the registration statement relating to this prospectus, we hope to have a market maker file an application with the Financial Industry Regulatory Authority for our common stock to be eligible for trading on the Over-the-Counter Bulletin Board. We do not yet have a market maker who has agreed to file such application. There can be no assurance that our common stock will ever be quoted on a stock exchange or a quotation service or that any market for our stock will develop.

 
THE
 OFFERING
 
This prospectus covers the resale by the selling shareholders named in this prospectus of 680,000 shares of our common stock.  The offered shares were acquired by the selling shareholders in private placement transactions, which were exempt from the registration requirements of the Securities Act of 1933.  We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.
 
We believed that Regulation S was available because:
 
·
None of these issuances involved underwriters, underwriting discounts or commissions;
·
We placed Regulation S required restrictive legends on all certificates issued;
·
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
·
No direct selling efforts of the Regulation S offering were made in the United States.
 
In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:
 
·
Access to all our books and records.
·
Access to all material contracts and documents relating to our operations.
·
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.
 
Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
 
The selling shareholders will sell their shares of our common stock at a fixed price of $ 0.01 per share until our common stock is quoted on the OTC Bulletin Board, or listed for trading or quotation on any other public market, and thereafter at prevailing market prices or privately negotiated prices.  Our common stock is presently not traded on any market or securities exchange and we have not applied for listing or quotation on any public market. Further, there is no assurance that our common stock will ever trade on any market or securities exchange.  
 
This is our initial public offering and no public market currently exists for shares of our common stock.  We can offer no assurance that an active trading market will ever develop for our common stock.
 
Securities Being Offered:
680,000 Shares of common stock, $.001 par value, at a price of $0.01 per share held by 34 selling shareholders for which the Company will receive no financial benefit.
 
 
Offering Price per Share:
$0.01
 
 
Offering Period:
The shares are being offered for a period not to exceed 180 days
 
 
Net Proceeds to Our Company:
We will not receive proceeds from the sale of the 680,000 common shares offered by our selling shareholders.
 
 
Use of Proceeds:
No proceeds to the Company
 
 
Number of Shares Outstanding
 
Before the Offering:
 13,000,000
 
 
Number of Shares Outstanding
 
After the Offering:
 13,000,000
 
 
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OUR BUSINESS IS SUBJECT TO MANY RISKS AND AN INVESTMENT IN OUR SHARES OF COMMON STOCK WILL ALSO INVOLVE A HIGH DEGREE OF RISK. YOU SHOULD CAREFULLY CONSIDER THE FACTORS DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 6 BEFORE INVESTING IN OUR SHARES OF COMMON STOCK.
 
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
 
The date of this Prospectus is _______________________ 2011
 

This offering involves a high degree of risk
;
see "Risk Factors" beginning on page 8 to read about factors you should consider before buying shares of the common stock.
 
XUNNA INFORMATION TECHNOLOGY INC. is a development stage company and currently has no operations. There is a high degree of risk involved with any investment in the shares offered herein. You should only purchase shares if you can afford a loss of your entire investment. Our independent auditor has issued an audit opinion for XUNNA INFORMATION TECHNOLOGY INC. which includes a statement expressing substantial doubt as to our ability to continue as a going concern.  As of the date of this prospectus, our stock is presently not traded on any market or securities exchange. Further, there is no assurance that a trading market for our securities will ever develop.

These securities have not been approved or disapproved by the Securities and Exchange Commission or any state securities commission, nor has the Securities and Exchange Commission or any state securities commission passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
 
 
4

 
 
TABLE OF CONTENTS
 
 
Page
FORWARD-LOOKING STATEMENTS
6
SUMMARY INFORMATION
6
RISK FACTORS AND UNCERTAINTIES
7
USE OF PROCEEDS
13
DETERMINATION OF OFFERING PRICE
13
DILUTION
13
PLAN OF DISTRIBUTION
14
DESCRIPTION OF SECURITIES TO BE REGISTERED
13
INTEREST OF NAMED EXPERTS AND COUNSEL
18
DESCRIPTION OF THE BUSINESS
18
DESCRIPTION OF PROPERTY
21
LEGAL PROCEEDINGS
21
MARKET FOR COMMON EQUITY AND RELATED SHAREHOLDER MATTERS
23
FINANCIAL STATEMENTS
 
MANAGEMENT’S DISCUSSION AND ANALYSIS
23
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
25
DIRECTORS, EXECUTIVE OFFICERS, AND CONTROL PERSONS
25
EXECUTIVE COMPENSATION
26
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
27
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
27
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
28
CORPORATE GOVERNANCE
28
THE SEC’S POSITION ON INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
28
TRANSFER AGENT AND REGISTRAR
28
LEGAL MATTERS
28
WHERE YOU CAN FIND MORE INFORMATION
29
PART II – INFORMATION NOT REQUIRED IN THE PROSPECTUS
II-1
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
II-1
INDEMNIFICATION OF DIRECTORS AND OFFICERS
II-1
RECENT SALES OF UNREGISTERED SECURITIES
II-1
EXHIBITS
II-1
UNDERTAKINGS
II-2
SIGNATURES
II-4
 
 
5

 
 
FORWARD-LOOKING STATEMENTS

This prospectus and the exhibits attached hereto contain “forward-looking statements”. Such forward-looking statements concern the Company’s anticipated results and developments in the Company’s operations in future periods, plans related to its business and other matters that may occur in the future.  These statements relate to analyses and other information that are based on forecasts of future results, estimates of amounts not yet determinable and assumptions of management.

Any statements that express or involve discussions with respect to predictions, expectations, beliefs, plans, projections, objectives, assumptions or future events or performance (often, but not always, using words or phrases such as “expects” or “does not expect”, “is expected”, “anticipates” or “does not anticipate”, “plans”, “estimates” or “intends”, or stating that certain actions, events or results “may”, “could”, “would”, “might” or “will” be taken, occur or be achieved) are not statements of historical fact and may be forward-looking statements.  Forward-looking statements are subject to a variety of known and unknown risks, uncertainties and other factors which could cause actual events or results to differ from those expressed or implied by the forward-looking statements.

Some of the important risks and uncertainties that could affect forward-looking statements are described further under the section headings “Risk Factors and Uncertainties”, “Description of the Business” and “Management’s Discussion and Analysis” of this prospectus.  Should one or more of these risks or uncertainties materialize, or should underlying assumptions prove incorrect, actual results may vary materially from those anticipated, believed, estimated or expected.  We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made.  We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

We qualify all the forward-looking statements contained in this prospectus by the foregoing cautionary statements.
 
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide you with information different from the information contained in this prospectus. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of when this prospectus is delivered or when any sale of our common stock occurs.
 
This summary does not contain all of the information you should consider before buying shares of our common stock. You should read the entire prospectus carefully, especially the “Risk Factors and Uncertainties” section and our consolidated financial statements and the related notes before deciding to invest in shares of our common stock.
 
SUMMARY INFORMATION
 
Company History

Unless otherwise indicated, any reference to Xunna  or as “we”, “us”, or “our” refers to XUNNA INFORMATION TECHNOLOGY INC.
XUNNA INFORMATION TECHNOLOGY INC. is a development stage company that was incorporated on March 22, 2011, under the laws of the State of Nevada. Our fiscal year end is June 30. The principal offices are located:
2 Fufeng Rd
Xinghuo Sci-Tech Building, Floor 26
Fengtai District, Beijing, PRC
Tel: 011 86 10 63710499 
Xunna@xunna.com
 
Since becoming incorporated, Xunna has not made any significant purchases or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Xunna has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings.

We plan to provide small-size enterprises with Internet building services, including website development and design, market analysis and general commercial services such as business planning and accounting support for start-up Internet companies.  The future of our company depends on our ability to market the services, which require detailed planning of the services we offer so that it satisfies customer demands without causing unnecessary cost and expenses. Our operating performance is also affected by our ability of adjusting price to promote newly introduced services or to be more competitive.

As of June 30, 2011, the date of the company's last audited financial statements, Xunna has raised $40,000 through the sale of common stock.  This sale was a purchase of 4,000,000 common shares @ $.01

As of the date of this prospectus, we have not yet generated or realized any revenues from our business operations. The following financial information summarizes the more complete historical financial information as indicated on the audited financial statements of Xunna filed with this prospectus.
 
 
6

 

Management

Currently, Xunna has one Officer and Director, Xiangying Meng   Our sole Director and Officer has assumed responsibility for all planning, development and operational duties, and will continue to do so throughout the beginning stages of the business plan. Other than our sole Officers/Director, there are no full time employees at the present time.

 
Summary of Financial Data
 
 
As of
June 30 2011
 
 
 
 
 
Revenues
 
$
0
 
 
 
 
 
 
Operating Expenses
 
$
15,415
 
 
 
 
 
 
Earnings (Loss)
 
$
(15,415
 
 
 
 
 
Total Assets
 
$
27,445
 
 
 
 
 
 
Working Capital
 
$
27,445
 
 
 
 
 
 
Shareholder’s Equity
 
$
24,585
 
 


RISK FACTORS AND UNCERTAINTIES

An investment in a development stage enterprise with no history of operations such as ours involves an unusually high amount of risk, unknown and known, present and potential, including, but not limited to the risks enumerated below.  

Our failure to successfully address the risks and uncertainties described below would have a material adverse effect on our business, financial condition and/or results of operations, and the trading price of our common stock may decline and investors may lose all or part of their investment.  We cannot assure you that we will successfully address these risks or other unknown risks that may affect our business.

Estimates of projected business operations and/ or plans are forward-looking statements inherently subject to error.  Unforeseen events and uncontrollable factors can have significant adverse or positive impacts on the estimates.
 
RISKS RELATED TO OUR BUSINESS
 
IF WE DO NOT OBTAIN ADDITIONAL FINANCING, OUR BUSINESS WILL FAIL.
 
Our business plan calls for ongoing expenses in connection with the marketing and development of construction software programs.  We have not generated any revenue from operations to date.
 
 
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At June 30, 2011, we had cash on hand of $27,445.  Additional funding will be needed for business development, general administrative expenses and marketing costs.
 
In order to expand our business operations, we will need additional funding.  If we are not able to raise the capital necessary to fund our business expansion objectives, we may have to delay the implementation of our business plan.
 
We do not currently have any arrangements for financing.  Obtaining additional funding will be subject to a number of factors, including general market conditions, investor acceptance of our business plan and initial results from our business operations.  These factors may impact the timing, amount, terms or conditions of additional financing available to us.  The most likely source of future funds available to us is through the sale of shares of common stock or advances from our directors and officers.
 
BLANK CHECK DISCLAIMER

We are not a blank check corporation. Section 7(b)(3) of the Securities Act of 1933, as amended defines the term “blank check company” to mean, any development stage company that is issuing a penny stock that, “(A) has no specific plan or purpose, or (B) has indicated that its business plan is to merge with an unidentified company or companies.” We have a specific plan and purpose. Our business purpose is to provide business consulting services to enterprises in the Asian markets with an emphasis on internet solutions.
 
In Securities Act Release No. 6932 which adopted rules relating to blank check offerings, the Securities and Exchange Commission stated in II DISCUSSION OF THE RULES, A.
Scope of Rule 419
, that, “Rule 419 does not apply to . . . start-up companies with specific business plans . . . even if operations have not commenced at the time of the offering.” Further, we have not indicated in any manner whatsoever, that we plan to merge with an unidentified company or companies, nor do we have any plans to merge with an unidentified company or companies. We have no plans or intentions to be acquired or to merge with an operating company nor do we have plans to enter into a change of control or similar transaction or to change our management.
 
WE LACK AN OPERATING HISTORY AND HAVE NOT GENERATED ANY REVENUES OR PROFIT TO DATE.  THERE IS NO ASSURANCE OUR FUTURE OPERATIONS WILL RESULT IN PROFITABLE REVENUES.  IF WE CANNOT GENERATE SUFFICIENT REVENUES TO OPERATE PROFITABLY, WE MAY HAVE TO CEASE OPERATIONS.
 
We were incorporated in Nevada on March 22, 2011.  We have not started our proposed business operations or realized any revenues and we have been involved primarily in organizational activities.  We have no operating history upon which an evaluation of our future success or failure can be made.  Our ability to achieve and maintain profitability and positive cash flow is dependent upon our ability to earn profit by marketing and developing Internet building services.  We cannot guarantee that we will be successful in generating revenues and profit in the future.  Failure to generate revenues and profit will cause us to suspend or cease operations.

IF WE FAIL TO FINALIZE THE DEVELOPMENT OF OUR PROPOSED INTERNET BUILDING SERVICES, WE WOULD HAVE TO CEASE OPERATIONS.
 
We have not begun the development of our proposed construction software to date.  If we are unable to raise sufficient proceeds for the development of the software then we would likely be forced to cease operations.  If we cease or suspend our business operations any investment made into the company would likely be lost in its entirety.

IF XIANGYING MENG, OUR SOLE OFFICER SHOULD RESIGN OR DIE, WE WILL NOT HAVE A CHIEF EXECUTIVE OFFICER.  THIS COULD RESULT IN OUR OPERATIONS SUSPENDING, AND YOU COULD LOSE YOUR INVESTMENT
 
We depend on the services of our sole officer and director, Xiaoying Meng, for the future success of our business.  The loss of the services of Xiaoying Meng could have an adverse effect on our business, financial condition and results of operations.  If he should resign or die we will not have a chief executive officer.  If that should occur, until we find another person to act as our chief executive officer, our operations could be suspended.  In that event it is possible you could lose your entire investment.  We do not carry any key personnel life insurance policies on Xiangying Meng and we do not have a contract for his services.  
 
 
8

 
 
IT MAY BE DIFFICULT TO ENFORCE JUDGMENTS OR BRING ACTIONS OUTSIDE THE UNITED STATES AGAINST US OR XIANGYING MENG
 
The primary assets of the Company are located outside of the United States. As a result, it may be difficult or impossible for you to (i) enforce in courts outside the United States judgments obtained in the United States courts based upon the civil liability provisions of the United States federal securities laws against these persons and us; or (ii) bring in courts outside the United States an original action to enforce liabilities based upon United States federal securities laws against us
or Mr. Xiangying Meng as he resides outside the United States.  These limitations do not apply exclusively to lawsuits based on federal securities laws.

PURCHASERS IN THIS OFFERING WILL HAVE LIMITED CONTROL OVER DECISION MAKING BECAUSE THE COMPANY’S CEO WILL CONTROL NOT LESS THAN 69.2% OF THE COMPANY’S ISSUED AND OUTSTANDING COMMON STOCK
 
Presently, the Company’s CEO beneficially own 9,000,000 (69.2%) shares of the outstanding common stock of the Company. Because of such ownership, investors in this offering will have limited control over matters requiring approval by its shareholders, including the election of directors.    Such concentrated control may also make it difficult for the stockholders to receive a premium for their shares in the event the Company enters into transactions which require stockholder approval.  In addition, certain provisions of Nevada State law could have the effect of making it more difficult or more expensive for a third party to acquire, or of discouraging a third party from attempting to acquire control of the Company. For example, Nevada law provides that a majority of the stockholders is required to remove a director, which may make it more difficult for a third party to gain control of the Company. This concentration of ownership limits the power to exercise control by the minority shareholders.  Since the CEO owns a controlling interest of the Company he would also be able to determine his own compensation.

ALL OF THE ISSUED AND OUTSTANDING COMMON SHARES ARE RESTRICTED UNDER RULE 144 OF THE SECURITIES ACT, AS AMENDED. WHEN THE RESTRICTION ON THESE SHARES IS LIFTED, AND THE SHARES ARE SOLD IN THE OPEN MARKET, THE PRICE OF THE COMMON STOCK COULD BE ADVERSELY AFFECTED.
 
All of the presently outstanding shares of common stock, aggregating 13,000,000 shares of common stock, are “restricted securities” as defined under Rule 144 promulgated under the Securities Act and may only be sold pursuant to an effective registration statement or an exemption from registration, if available. Rule 144, as amended, is an exemption that generally provides that a person who has satisfied a one year holding period for such restricted securities may sell, within any three month period (provided the company is current in its reporting obligations under the Exchange Act), subject to certain manner of resale provisions, an amount of restricted securities which does not exceed the greater of 1% of a company’s outstanding common stock (in our case 130,000 shares) or the average weekly trading volume in such securities during the four calendar weeks prior to such sale. The Company currently has one shareholder who owns 9,000,000 restricted shares or 69.2% of the outstanding common stock.  When these shares become unrestricted and available for sale, the sale of these shares by these individuals, whether pursuant to Rule 144 or otherwise, may have an immediate negative effect upon the price of the Company common stock in any market that might develop.
 
THE COMPANY’S SOLE OFFICER WILL NOT BE DEVOTING A MAJORITY OF HIS TIME TO THE DEVELOPMENT OF THE COMPANY, WHICH MAY RESULT IN PERIODIC INTERRUPTIONS AND EVEN BUSINESS FAILURE.   
 
Xiangying Meng, our sole officer, has other business interests that will take the majority of his time, which may create conflicts of interests that would materially harm the Company.   The Company is entirely dependent upon the efforts of its officer.  If he is unable to devote at least 25 hours of his time to the development of the Company it would have a significant impact on the development of our business and may result in our Company to fail.
 
 
9

 
 
BECAUSE OUR SOLE OFFICER HAS NO FORMAL TRAINING IN FINANCIAL ACCOUNTING AND MANAGEMENT FOR PUBLIC COMPANIES, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST US.
 
We have only one officer who has no formal training in financial accounting and management; however, he is responsible for our managerial and organizational structure, which will include preparation of disclosure and accounting controls.  Xiangying Meng has no formal training in financial accounting matters of public companies. he has been reviewing the financial statements that have been audited and reviewed by our auditors and included in this prospectus.  When the disclosure and accounting controls referred to above are implemented, he will be responsible for the administration of them.  Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the SEC which ultimately could cause you to lose your investment.
 
WE MAY HAVE DIFFICULTY ATTRACTING AND RETAINING SKILLED PERSONNEL. OUR FAILURE TO DO SO COULD CAUSE US TO GO OUT OF BUSINESS.
 
Our future success will depend in large part on our ability to attract and retain highly skilled management, sales, marketing, and finance and product development personnel.  Competition for such personnel is intense, and there can be no assurance that we will be successful in attracting or retaining such personnel.  Failure to attract and retain such personnel could have a material adverse effect on our operations and financial condition or cause us to go out of business.
 
WE WILL NEED SIGNIFICANT CAPITAL REQUIREMENTS TO CARRY OUT OUR BUSINESS PLAN, AND WE WILL NOT BE ABLE TO FURTHER IMPLEMENT OUR BUSINESS STRATEGY UNLESS SUFFICIENT FUNDS ARE RAISED, WHICH COULD CAUSE US TO DISCONTINUE OUR OPERATIONS RESULTING IN A COMPLETE LOSS OF ANY INVESTMENT MADE INTO THE COMPANY.
 
We will require significant expenditures of capital in order to acquire and develop our planned operations. We estimate that we will require $50,000 to carry out our operations for the next 12 months.  As of June 30, 2011, we had approximately $25,000 in cash assets. We plan to obtain the necessary funds through an equity offering.  We may not be able to raise sufficient amounts from our planned source.  In addition, if we drastically underestimate the total amount needed to fully implement our business plan, our ability to continue our business will be adversely affected.
 
Our ability to obtain additional financing is subject to a number of factors, including market conditions, investor acceptance of our business plan, and investor sentiment.  These factors may make the timing, amount, terms and conditions of additional financing unattractive or unavailable to us.  If we are unable to raise additional financing, we will have to significantly reduce our spending, delay or cancel planned activities or substantially change our current corporate structure.  In such an event, we intend to implement expense reduction plans in a timely manner.  However, these actions would have material adverse effects on our business, revenues, operating results, and prospects, resulting in a possible failure of our business.
 
WE HAVE NO EXPERIENCE AS A PUBLIC COMPANY, OUR INABILITY TO SUCCESSFULLY OPERATE AS A PUBLIC COMPANY COULD CAUSE YOU TO LOSE YOUR ENTIRE INVESTMENT.
 
We have never operated as a public company.  We have no experience in complying with the various rules and regulations, which are required of a public company.  As a result, we may not be able to operate successfully as a public company, even if our operations are successful.  We plan to comply with all of the various rules and regulations, which are required of a public company.  However, if we cannot operate successfully as a public company, your investment may be materially adversely affected.  Our inability to operate as a public company could be the basis of your losing your entire investment.

 
10

 
 
RISKS RELATED TO OUR INDUSTRY
 
WE WILL HAVE A NEED FOR CONTINUAL INTRODUCTION OF NEW PRODUCTS AND TOOLS, AND UPDATES OF EXISTING PRODUCTS TO ADAPT TO FREQUENT CHANGES IN TECHNOLOGY.  IF WE ARE UNABLE TO INTRODUCE NEW PRODUCTS, UPDATE EXISTING PRODUCTS OR ADAPT TO CHANGES IN TECHNOLOGY OUR BUSINESS COULD FAIL.
 
Growth in the use of software applications with the intense competition in its industry exacerbates these market characteristics.  
 
Our future success will depend on our ability to adapt to rapidly changing technologies and customer demands by continually improving the features and performance of our products.  We currently do not have any scheduled release of new products and features for commercial launch, it cannot be assured that we will ever have new products in the future or if we do we do not know if they will be met with market acceptance.  If we are unable to adapt to changing technologies, improve features of our current products or successful release our products, our business could fail and you could lose your entire investment.
 
WE ARE SUSCEPTIBLE TO UNDETECTED SOFTWARE ERRORS, OR “BUGS”, THAT COULD REDUCE REVENUE, MARKET SHARE, AND DEMAND FOR OUR PRODUCTS AND CAUSE OUR BUSINESS TO FAIL.
 
Product performance problems could result in lost or delayed revenue, loss of market share, failure to achieve market acceptance, diversion of development resources or injury to our reputation, any of which could have a material adverse effect on our business and financial performance.  Software products such as we might use may contain undetected errors, or bugs, which result in product failures or poor product performance.  Our products may be particularly susceptible to bugs or performance degradation because of the emerging nature of Web-based technologies and the stress that may be placed on our products by the full deployment of our products to users.  If these problems occur our business may fail.

RISKS RELATED TO OUR OFFERING
 
BECAUSE WE HAVE ONLY ONE OFFICER AND DIRECTOR WHO IS RESPONSIBLE FOR OUR MANAGERIAL AND ORGANIZATIONAL STRUCTURE, IN THE FUTURE, THERE MAY NOT BE EFFECTIVE DISCLOSURE AND ACCOUNTING CONTROLS TO COMPLY WITH APPLICABLE LAWS AND REGULATIONS WHICH COULD RESULT IN FINES, PENALTIES AND ASSESSMENTS AGAINST THE COMPANY.
 
We currently have only one officer and one director.  Our sole officer and director is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes-Oxley Act of 2002. When these controls are implemented, he will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause the Company to be subject to sanctions and fines by the Securities Exchange. 
 
IF WE COMPLETE A FINANCING THROUGH THE SALE OF ADDITIONAL SHARES OF OUR COMMON STOCK IN THE FUTURE, THEN SHAREHOLDERS WILL EXPERIENCE DILUTION.
 
The most likely source of future financing presently available to us is through the sale of shares of our common stock. Any sale of common stock will result in dilution of equity ownership to existing shareholders.
 
This means that if we sell shares of our common stock, more shares will be outstanding and each existing shareholder will own a smaller percentage of the shares then outstanding. To raise additional capital we may have to issue additional shares, which may substantially dilute the interests of existing shareholders. Alternatively, we may have to borrow large sums, and assume debt obligations that require us to make substantial interest and capital payments.
 
 
11

 
 
BECAUSE THERE IS NO PUBLIC TRADING MARKET FOR OUR COMMON STOCK, YOU MAY NOT BE ABLE TO RESELL YOUR STOCK.
 
There is currently no public trading market for our common stock. Therefore there is no central place, such as stock exchange or electronic trading system to resell your shares.
 
THERE IS CURRENTLY NO MARKET FOR XUNNA ’S COMMON STOCK, BUT IF A MARKET FOR OUR COMMON STOCK DOES DEVELOP, OUR STOCK PRICE MAY BE VOLITAL.
 
There is currently no market for Xunna’ s common stock and there is no assurance that a market will develop. If a market develops, it is anticipated that the market price of Xunna’ s common stock will be subject to wide fluctuations in response to several factors including:

 
·
The ability to complete the development of Xunna ’s business plan;
 
·
The market price of Xunna ’s products and services; and
 
·
The ability to hire and retain competent personal in the future.

WHILE XUNNA  EXPECTS TO APPLY FOR LISTING ON THE OTC BULLETIN BOARD (OTCBB), WE MAY NOT BE APPROVED, AND EVEN IF APPROVED, WE MAY NOT BE APPROVED FOR TRADING ON THE OTCBB; THEREFORE SHAREHOLDERS MAY NOT HAVE A MARKET TO SELL THEIR SHARES, NEITHER IN THE NEAR TERM OR LONG TERM.
 
We can provide no assurance to investors that our common stock will be traded on any exchange or electronic quotation service.  Quotation of our common stock on the OTCBB depends upon a market maker submitting an application on behalf of the Company.  We currently have no market maker whom has indicated they will submit this application and there can be no assurance that a market maker will do so in the future.  Based upon the fact we are a development stage Company and there is currently no market whatsoever for our common stock the likelihood of a market maker submitting an application for the quotation of our common stock is minimal.  Even if an application is submitted on our behalf, we may not be approved to trade on the OTCBB, and we may not meet the requirements for listing on the OTCBB.  If we do not meet the requirements of the OTCBB, there would be no market for shareholders to sell their stock and any investment made would be lost. 

XUNNA HAS LIMITED FINAINCIAL RESOURCES AT PRESENT AND WE WILL INCUR ADDITIONAL COSTS AS A THE RESULT OF BECOMING A PUBLIC COMPANY, OUR CASH NEEDS WILL INCREASE AND OUR ABILITY TO IMPLEMENT OUR BUSINESS PLAN WILL BE IMPACTED.
 
Xunna has limited financial resources at present; as of June 30, it had $27,445 of cash on hand.  Upon the effectiveness of our Registration Statement, we will become a publicly reporting company and will be required to stay current in our filings with the SEC, including, but not limited to, quarterly and annual reports, current reports on materials events, and other filings that may be required from time to time.  We believe that, as a public company, our ongoing filings with the SEC will benefit shareholders in the form of greater transparency regarding our business activities and results of operations.   In becoming a public company, however, we will incur additional costs in the form of audit and accounting fees and legal fees for the professional services necessary to assist us in remaining current in our reporting obligations.  We expect that, during our first year of operations, we will incur costs for professional fees in the approximate amount of $12,000.  These costs will increase our cash needs and may hinder or delay our ability to develop our proposed business plan.
 
 
12

 
 
THE COMPANY IS SUBJECT TO THE 15(D) REPORTING REQUIREMENTS UNDER THE SECURITIES EXCHANGE ACT OF 1934 WHICH DOES NOT REQUIRE A COMPANY TO BE FULLY REPORTING.

The Company is subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. The Company is required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. Even if the Company is not required to file the reports, it is the intension of the Company to file the necessary reports to be considered fully reporting.
 
BECAUSE OUR SECURITIES ARE SUBJECT TO PENNY STOCK RULES, YOU MAY HAVE DIFFICULTY SELLING YOUR SHARES.
 
Our shares are penny stocks are covered by section 15(g) of the Securities Exchange Act of 1934 which imposes additional sales practice requirements on broker/dealers who sell the Company's securities including the delivery of a standardized disclosure document; disclosure and confirmation of quotation prices; disclosure of compensation the broker/dealer receives; and, furnishing monthly account statements. For sales of our securities, the broker/dealer must make a special suitability determination and receive from its customer a written agreement prior to making a sale. The imposition of the foregoing additional sales practices could adversely affect a shareholder's ability to dispose of his stock.
 
USE OF PROCEEDS
 
 We will not receive any proceeds from the sale of the common stock from the selling stockholders.
 
DETERMINATION OF OFFERING PRICE
 
The selling stockholders may sell shares of our common stock at a fixed price of $0.01 per share until our common stock is quoted on the OTC Bulletin Board and thereafter at prevailing market prices or privately negotiated prices. The fixed price of $0.01 has been arbitrarily determined.  We intend to apply to the OTC Bulletin Board through a market maker for the quotation of our common stock upon our becoming a reporting entity under the Securities Exchange Act of 1934. If our common stock becomes so traded and a market for the stock develops, the actual price of stock will be determined by prevailing market prices at the time of sale or by private transactions negotiated by the selling stockholders. The offering price would thus be determined by market factors and the independent decisions of the selling stockholders

DILUTION

The common stock to be sold by the selling stockholders is common stock that is currently issued and outstanding. Accordingly, there will be no dilution to our existing stockholders.
 
DESCRIPTION OF SECURITIES
General
 
The authorized capital stock consists of 85,000,000 shares with a par value of $0.001 per share consisting of 75,000,000 common shares and 10,000,000 preferred shares.
 
 
13

 
 
Common Stock
 
As of July 26, 2011, there are 13,000,000 shares of common stock issued and outstanding, 9,000,000 shares are held by our Officer / Director, Xiangying Meng.
 
Holders of common stock are entitled to one vote for each share on all matters submitted to a stockholder vote. Holders of common stock do not have cumulative voting rights. Therefore, holders of a majority of the shares of common stock voting for the election of directors can elect all of the directors. Holders of common stock representing a majority of the voting power of Xunna’s capital stock issued and outstanding and entitled to vote represented in person or by proxy, are necessary to constitute a quorum at any meeting of company stockholders. A vote by the holders of a majority of the outstanding shares is required to effectuate certain fundamental corporate changes such as liquidation, merger or an amendment to the articles of incorporation.
 
Holders of common stock are entitled to share in all dividends that the board of directors, in its discretion, declares from legally available funds. In the event of liquidation, dissolution or winding up, each outstanding share entitles its holder to participate pro rata in all assets that remain after payment of liabilities and after providing for each class of stock, if any, having preference over the common stock. Holders of the common stock have no pre-emptive rights, no conversion rights and there are no redemption provisions applicable to the common stock.

Preferred stock

There are no preferred shares issued, there are 10,000,000 preferred shares authorized

Warrants

None

Transfer Agent

None

Shareholders
 
There are currently 36 total shareholders. Each shareholder has sole investment power and sole voting power over the shares owned by such shareholder.

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Our Articles of Incorporation and Bylaws, as amended, provides to the fullest extent permitted by Nevada law, our directors or officers shall not be personally liable to us or our stockholders for damages for breach of such director's or officer's fiduciary duty. The effect of these provisions of our Articles of Incorporation and Bylaws, as amended, is to eliminate our rights and our stockholders (through stockholders' derivative suits on behalf of our company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute. We believe that the indemnification provisions in our Articles of Incorporation and Bylaws, as amended, are necessary to attract and retain qualified persons as directors and officers.
 
Insofar as indemnification for liabilities arising under the Securities Act of 1933 (the “Act” or “Securities Act”) may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the Securities and Exchange Commission, such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable.
 
PLAN OF DISTRIBUTION
 
Each Selling Shareholder of the common stock and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock covered hereby on the principal trading market or any other stock exchange, market or trading facility on which the shares are traded or in private transactions.  These sales may be at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or negotiated prices.  A Selling Shareholder may use any one or more of the following methods when selling shares:
 
 
14

 
 
 
·
ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
 
 
·
block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
 
 
·
purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
 
 
·
an exchange distribution in accordance with the rules of the applicable exchange;
 
 
·
privately negotiated transactions;
 
 
·
settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;
 
 
·
in transactions through broker-dealers that agree with the Selling Stockholders to sell a specified number of such shares at a stipulated price per share;
 
 
·
through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
 
 
·
any other method permitted pursuant to applicable law.
 
The Selling Stockholders may also sell shares under Rule 144 under the Securities Act of 1933, as amended (the “
Securities Act
”), if available, rather than under this prospectus.
 
Broker-dealers engaged by the Selling Stockholders may arrange for other brokers-dealers to participate in sales.  Broker-dealers may receive commissions or discounts from the Selling Stockholders (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2440; and, in the case of a principal transaction, a markup or markdown in compliance with FINRA IM-2440.
 
In connection with the sale of the common stock or interests therein, the Selling Stockholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the common stock in the course of hedging the positions they assume.  The Selling Stockholders may also sell shares of the common stock short and deliver these securities to close out their short positions or to return borrowed shares in connection with such short sales, or loan or pledge the common stock to broker-dealers that in turn may sell these securities.  The Selling Stockholders may also enter into option or other transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
 
The Selling Stockholders and any broker-dealers or agents that are involved in selling the shares may be deemed to be “underwriters” within the meaning of the Securities Act in connection with such sales.  In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.  Each Selling Stockholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the Common Stock. In no event shall any broker-dealer receive fees, commissions and markups which, in the aggregate, would exceed eight percent (8%).

We will pay certain fees and expenses incurred by us incident to the registration of the shares.  
 
 
15

 
 
The Selling Stockholders will be subject to the prospectus delivery requirements of the Securities Act including Rule 172 thereunder, unless an exemption therefrom is available.
 
The Selling Stockholders have advised us that there is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the Selling Stockholders.
 
The resale shares will be sold only through registered or licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale shares of Common Stock covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available and is complied with.
 
Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of the resale shares may not simultaneously engage in market making activities with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.  In addition, the Selling Stockholders will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of the common stock by the Selling Stockholders or any other person.  We will make copies of this prospectus available to the Selling Stockholders and have informed them of the need to deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under the Securities Act).
 
There can be no assurance that any selling shareholder will sell any or all of the shares of common stock registered pursuant to the registration statement, of which this prospectus forms a part.
 
Once sold under the registration statement, of which this prospectus forms a part, the shares of common stock will be freely tradable in the hands of persons other than our affiliates.
 
SELLING STOCKHOLDERS
 
The following table sets forth the common stock ownership of the selling stockholders as of July 26, 2011. Other than as set forth in the following table, the selling stockholders have not held any position or office or had any other material relationship with us or any of our predecessors or affiliates within the past three years. None of the selling stockholders are registered broker dealers or affiliates of registered broker dealers.

 
16

 
 
 
Name of Selling Stockholder and
Position, Office or Material
Relationship with Company (NA)
Common Shares
Owned by
the Selling
Stockholder
2
Total Shares
to be Registered
Pursuant to this
Offering
Percentage of
Common Stock
Before Offering
Number of Shares
Owned by Selling
Stockholder After
Offering and
Percent of Total
Issued and
Outstanding
1
 
 
 
 
 
 
 
BAOSHAN CAI
LAQIAO CHEN
LIZHU CHEN
YUNLIAN DENG
LINA GONG
XIAODONG HOU
JUNGUO LI
WENSHENG LI
XIANGDONG LI
XINJIAN LI
GUIHUA LIANG
CUIXIA LIU
FU LIU
YUHE LIU
GUOCE PAN
FENGZHU PU
LIBIN SHEN
YANPING SHI
GUIFANG WANG
HONG WANG
HONGSHUN WANG
XIUJIE WANG
YAFEN WANG
YUXIANG WANG
XUEJIAN XING
NING XU
YINGJIE XU
SHUYU YAO
SHAOHONG YU
SHUXIAN YU
YEXIONG YU
FANG ZHANG
JING ZHANG
SHANPING ZHAO
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
20,000
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
*
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
0
 
1)  Assumes all of the shares of common stock offered are sold and, 13,000,000 common shares are issued and outstanding.
2)  Beneficial ownership is determined in accordance with SEC rules and generally includes voting or investment power with respect to securities.  

There are no agreements between the company and any selling shareholder pursuant to which the shares subject to this registration statement were issued.
 
 
17

 
 
To our knowledge, none of the selling shareholders or their beneficial owners:
 
  *  has had a material relationship with us other than as a shareholder at any time within the past three years; or
  *  has ever been one of our officers or directors or an officer or director of our predecessors or affiliates
  *  are broker-dealers or affiliated with broker-dealers.
 
We may require the selling shareholders to suspend the sales of the securities offered by this Prospectus upon the occurrence of any event that makes any statement in this Prospectus, or the related registration statement, untrue in any material respect or that requires the changing of statements in these documents in order to make statements in those documents not misleading. We will file a post-effective amendment to this registration statement to reflect any material changes to this Prospectus.
 
INTERESTS OF NAMED EXPERTS AND COUNSEL
 
No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of the common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in the registrant or any of its parents or subsidiaries. Nor was any such person connected with the registrant or any of its parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.
 
The firm of Novi & Wilkin, Reno, NV, an independent legal counsel, has provided an opinion on the validity of XUNNA INFORMATION TECHNOLOGY INC.’s issuance of common stock and is presented as an exhibit to this filing.
 
The financial statements included in this Prospectus and in the Registration Statement have been audited by the firm of Patrizzo & Zhao for the period set forth in their report (which contains an explanatory paragraph regarding Xunna’s ability to continue as a going concern) appearing elsewhere herein and in the Registration Statement, and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

DESCRIPTION OF BUSINESS
 
History
 
XUNNA INFORMATION TECHNOLOGY INC. was incorporated on March 22
nd
, 2011 in the state of Nevada. Xunna has never declared bankruptcy, it has never been in receivership, and it has never been involved in any legal action or proceedings. Since becoming incorporated, Xunna has not made any significant purchase or sale of assets, nor has it been involved in any mergers, acquisitions or consolidations. Xunna is not a blank check registrant as that term is defined in Rule 419(a)(2) of Regulation C of the Securities Act of 1933, since it has a specific business plan or purpose.
 
General

We plan to provide small-size enterprises with Internet building services, including website development and design, market analysis and general commercial services such as business planning and accounting support for start-up Internet companies.  The future of our company depends on our ability to market the services, which require detailed planning of the services we offer so that it satisfies customer demands without causing unnecessary cost and expenses. Our operating performance is also affected by our ability of adjusting price to promote newly introduced services or to be more competitive.

The fast growing Chinese economy presents growth opportunities for a large number of small businesses. Accordingly, small businesses have a continuingly increased demand for Web development and marketing services. While most e-commerce service providers target large-and-medium-size companies, we intend to build a business network where we save project cost and are more competitive in price of web development services.  We expect to work with other service providers to provide bundled Internet and commercial services at a reasonable price.  However, we cannot ensure our cost will be lower than other service providers, nor can we guarantee we can coordinate well with other service providers to offer bundled services. The growth of our services requires substantial investment of resources.

 
18

 
 
Marketing and Strategy

Marketing

Aims

To
provide high-end Web and supporting services accepted and affordable by small businesses;
To offer secondary customized services such as marketing, consulting and accounting services to small businesses in order to help them generate additional profit;
To enter into strategic partnerships with Internet service providers and consulting firms to provide website and e-commerce support for small-size businesses, including graphic design, web hosting, technical support and market analysis and to develop a client product at a reasonable price.

Mission

Our mission is to provide growth companies with reasonably-priced, streamlined, handy Internet and commercial services.
We are in the process of developing a network providing a diversity of services fitting needs of small businesses including web development and marketing, E-Commerce and business consulting.

Services

We plan to provide small businesses with bundled full-service Internet solutions.  The Internet services we offer include:
Design and development;
Marketing and analysis; and
Development of E-Commerce.
The future of our company depends on our ability to market the services, which require detailed planning of the services we offer so that it satisfies customer demands without causing unnecessary cost and expenses. Our operating performance is also affected by our ability of adjusting price to promote newly introduced services or to be more competitive.  We cannot guarantee the services work well.


Website design and development:
Now we have identified three senior programmers and four website designers, ready to customize complete solutions satisfactory to our customers on a part-time basis.

Website marketing and analysis:  
After we set up a website for our customers or import our design into a new customer’s existing site, we will analyze and test the website against a host of established criteria in terms of aesthetics, scalability, functionality, easy-to-use and major customer base. Based on the analysis, a detailed list will be provided to the customer specifying the most efficient Internet marketing tools and approaches available within the customer’s budget.  Since most customers have tight budgets, the service benefits companies that can only afford marketing efforts to certain customers.
 
Supporting Commercial Services
: Accounting, Corporate Planning, Marketing and Business Consulting:  The services are offered because 1) their on-going nature is beneficial to create and maintain extra high profitability; 2) they facilitate our working with other service providers to expand our customer base and lock up long-term relationship with customers.
 
 
19

 
 
Implementation

We plan to enter into contracts with professionals in the industry to address customers’ request for web design, development, sales, analysis and maintenance. We will form alliance with leading companies in the field to provide the most efficient and reliable solutions of web hosting.  With the alliance, major functions of hosting will have greater potential of being flexible and customized at lower cost.  These advantages are crucial to our mission of being “a Provider of full-service Internet solutions to small businesses”.  Supporting commercial services will mostly be rendered in house.  We cannot ensure our cost is lower than other service providers, nor can we guarantee we work well with other service providers to offer bundled services. The development of our services requires substantial investment of resources.
 
Technology

We use readily available software and hardware in Windows
®
environment to support our projects.  In the upcoming year, we will purchase other tools, such as Macintosh computer, bulk data storage and high-end image scanners in order to enhance our abilities to process different kinds of program files.  In addition, we plan to enter into license purchase agreement with major software suppliers so that new software will be upgraded automatically.

Market and Industry Overview

Market Analysis
Our focus is on small businesses that need to have their first Internet platform developed. We offer “ladder” services to those companies – starting with developing small simple websites and expanding to website upgrading and on-line marketing.

Of our target customers who need all but one web platform, we prefer those who are ready to rely on the Internet for most of their business.  Generally, this type of customers is expected to need one of the following services:
E-Commerce
Database-driven websites
Dynamic content and website functions
Active online web marketing

Market Demand

Small businesses have maintained their demand for Internet services for many years.  In the last few years, they start leveraging the Internet to do business at a stunning speed like start-ups.  They have a preference for Internet platform like never before. We are aware of demand for dynamic, high-end, customized services dedicated to small businesses.  In contrast, most of our competitors customize services to large companies while offering uniform “apply-to-all” services to small companies.

Although small businesses have realized the necessity of Internet platform, most companies have no idea about where to start it, what to cost and how to generate profit.  Through our continued discussions with small and mid-size company owners, we understand it is a matter of “when” to make the best use of Internet advantages, not “if”.

Market Trend

One of the important trends is the market is directed towards active Internet and web marketing.  While many small companies are on the way to establish an Internet platform, other small businesses with existing platforms are looking for more options to grow.  We believe businesses, small ones in particular, will start exploring more ways to drive traffics to visit their sites in the years to come.
Another trend to note is integration of daily work into website and the Internet.  For instance, most large-size companies have begun handling office work via Internet.  We believe most small businesses will come to realize benefit of the strategy – time and capital savings.
 
 
20

 
 
Marketing Strategy

We begin with marketing and selling to Beijing and its surrounding areas.  Our goal is to radiate to all over China.  We are positioned to an Internet and business service provider dedicated to offering high-end services to small businesses.  We target small-size business or mom-and-pop shop owners expecting to accomplish their business plans via the Internet.  With our quality services, we allow business owners to look into different kinds of Internet advertisement and find out by themselves why it is worthwhile to invest into a website and an e-commerce solution.


Competition
 
Competition is tough in the fields of Internet service provision and website development.  Our competitors may have a longer history of operations than us, existing customer base or website templates.

We are vying for customers with many entities, including but not limited to public companies, global and regional consulting firms and local small businesses.  In addition, to fund daily operations, it is possible some of our competitors are willing to offer pretty low fees for services rendered.  Therefore, we may encounter difficulties in attracting new customers or be forced to lower our fees to meet our targets even if it would have a negative impact on our business planning.
 
Similarly, in the software/technology industry, our competition includes many companies with significantly greater experience, larger client bases, and substantially greater financial resources. There are significant barriers to entry including large capital requirements and the recruitment and retention of qualified, experienced employees.

We cannot assure you that we will be able to compete in any of our business areas effectively with current or future competitors or that the competitive pressures faced by us will not have a material adverse effect on our business, financial condition and operating results.

Our Employees

Other than our officer and director, we have no full time employees.  Assuming financing can be obtained, management expects to hire additional staff and employees as necessary as our business plan requires.

We currently have access to three part time employees assisting in programming and website designing.
 
DESCRIPTION OF PROPERTY

The office space is donated by our sole officer and director and is sufficient in size at this time while growing the business.
 
LEGAL PROCEEDINGS
 
XUNNA INFORMATION TECHNOLOGY INC. is not currently a party to any legal proceedings.
 
From time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.
 
Pursuant to Item 401 (f) of Regulation S-K there are no events that occurred during the past ten (10) years that are material to an evaluation of the ability or integrity of any director, person nominated to become a director or executive officer of the registrant:
 
 
21

 
 
·
No petition under the Federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing;
 
 
·
Such person  has not been convicted in a criminal proceeding and is not named subject of a pending criminal proceeding
 
 
·
Such person was not the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities:
 
 
o  
Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;
o  
Engaging in any type of business practice; or
o  
Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;
 
 
·
Such person was not the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described in Regulation S-K, Item 401  paragraph (f)(3)(i) entitled
Involvement in Certain Legal Proceedings
, or to be associated with persons engaged in any such activity;
 
 
·
Such person was not found by a court of competent jurisdiction in a civil action or by the Commission to have violated any Federal or State securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated;
 
 
·
Such person was not found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;
 
 

·
Such person was not the subject of, or a party to, any Federal or State judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:

o  
Any Federal or State securities or commodities law or regulation; or
o  
Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or
o  
Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

·
Such person was not the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.
 
 
22

 
 
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
 
No Public Market for Common Stock
 
There is presently no public market for the common stock. Xunna anticipates applying for trading of the common stock on either the OTCBB upon the effectiveness of the registration statement of which this prospectus forms a part. However, Xunna can provide no assurance that the shares will be traded on the OTCBB or, if traded, that a public market will materialize.
 
Holders of the Common Stock
 
As of the date of this registration statement, Xunna had 36 registered shareholders owning a total of 13,000,000 common shares.

Dividend Policy

We anticipate that we will retain any earnings to support operations and to finance the growth and development of our business. Therefore, we do not expect to pay cash dividends in the foreseeable future. Any further determination to pay cash dividends will be at the discretion of our board of directors and will be dependent on the financial condition, operating results, capital requirements and other factors that our board deems relevant. We have never declared a dividend.

Equity Compensation Plan

To date, Xunna has no equity compensation plan, has not granted any stock options and has not granted registration rights to any person(s).
 
MANAGEMENT’S DISCUSSION AND ANALYSIS

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and related notes appearing elsewhere in this prospectus.  This discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.  Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth under “Risk Factors and Uncertainties” and elsewhere in this prospectus.

Overview

We were recently incorporated on March 22, 2011 in the State of Nevada, we have no subsidiaries. We have not begun operations and we have not generated any revenue.  

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve (12) months. Our auditors’ opinion is based on the uncertainty of our ability to establish profitable operations. The opinion results from the fact that we have not generated any revenues.  Accordingly, we must raise cash from sources other than operations. Our only other source for cash at this time is investments by others in our Company. We must raise cash to implement our project and begin our operations
 
 
23

 

We have only one Officer and one Director. He is responsible for our managerial and organizational structure which will include preparation of disclosure and accounting controls under the Sarbanes Oxley Act of 2002. When these controls are implemented, they will be responsible for the administration of the controls. Should he not have sufficient experience, he may be incapable of creating and implementing the controls which may cause us to be subject to sanctions and fines by the Securities and Exchange Commission which ultimately could cause you to lose your investment.

Results Of Operations For The Period From Inception Through June 30, 2011

We have not earned any revenues from our incorporation on March 22, 2011 to June 30, 2011.  We do not anticipate earning revenues until we have initiated our business plan.
 
We incurred operating expenses in the amount of $15,415 for the period from our inception on March 22, 2011 to June 30, 2011. These operating expenses were comprised of start-up costs.  At the present time, Xunna has sufficient funds to address the administrative costs of this offering.
 
We have not yet attained profitable operations and are dependent upon obtaining financing to implement our proposed business plan. For these reasons our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

Limited Operating History; Need for Additional Capital

There is no historical financial information about us upon which to base an evaluation of our performance. Xunna was incorporated in the State of Nevada on March 22
nd
2011; we are a development stage enterprise and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, and implementation of our business strategies. (See "Risk Factors").

We will seek some form of equity financing once the SEC and FINRA pass on this S-1 Registration and subsequent Form 211 filing and our ticker symbol is issued. Equity financing could result in additional dilution to existing shareholders. There is no assurance we will receive the required financing to complete our business plan.
 
We have no plans to undertake product research and development during the term covered by this registration. There are also no plans or expectations to purchase or sell any plant and or significant equipment in the first year of operations.
 
Our liquidity may be negatively impacted by the significant costs associated with our public company reporting requirements, costs associated with newly applicable corporate governance requirements, including requirements under the Sarbanes-Oxley Act of 2002 and other rules implemented by the Securities and Exchange Commission. We expect all of these applicable rules and regulations to significantly increase our legal and financial compliance costs and to make some activities more time consuming and costly.

Off-Balance Sheet Arrangements

We do not have any off balance sheet arrangements that are reasonably likely to have a current or future effect on our financial condition, revenues, results of operations, liquidity or capital expenditures.
 
 
24

 
 
Critical Accounting Policies and Estimates

See Note 2 to the financial statements contained elsewhere in this registration statement for a complete summary of the significant accounting policies used in the presentation of our financial statements. The summary is presented to assist the reader in understanding the financial statements. The accounting policies used conform to accounting principles generally accepted in the United States of America and have been consistently applied in the preparation of the financial statements.

Our critical accounting policies are as follows:
 
Stock Based Compensation

ASC 718
"Compensation - Stock Compensation"
codified SFAS No. 123 prescribes accounting and reporting standards for all stock-based payments award to employees, including employee stock options, restricted stock, employee stock purchase plans and stock appreciation rights, may be classified as either equity or liabilities. The Company determines if a present obligation to settle the share-based payment transaction in cash or other assets exists. A present obligation to settle in cash or other assets exists if: (
a
) the option to settle by issuing equity instruments lacks commercial substance or (
b
) the present obligation is implied because of an entity's past practices or stated policies. If a present obligation exists, the transaction should be recognized as a liability; otherwise, the transaction should be recognized as equity.
 
The Company accounts for stock-based compensation issued to non-employees and consultants in accordance with the provisions of ASC 505-50
"Equity - Based Payments to Non-Employees"
which codified SFAS 123 and the Emerging Issues Task Force consensus in Issue No. 96-18 ("EITF 96-18"),
"Accounting for Equity Instruments that are Issued to Other Than Employees for Acquiring or in Conjunction with Selling, Goods or Services".
Measurement of share-based payment transactions with non-employees shall be based on the fair value of whichever is more reliably measurable: (
a
) the goods or services received; or (
b
) the equity instruments issued. The fair value of the share-based payment transaction should be determined at the earlier of performance commitment date or performance completion date.
 
Recently Issued Accounting Standards
 
In April 2010, the FASB codified the consensus reached in Emerging Issues Task Force Issue No. 08-09,
“Milestone Method of Revenue Recognition.”
FASB ASU No. 2010-17 provides guidance on defining a milestone and determining when it may be appropriate to apply the milestone method of revenue recognition for research and development transactions. FASB ASU No. 2010-17 is effective for fiscal years beginning on or after June 15, 2010, and is effective on a prospective basis for milestones achieved after the adoption date. The Company does not expect this ASU will have a material impact on its financial position or results of operations when it adopts this update on October 1, 2010.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

None
 
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
 
Xunna ’s executive officer and director and his respective age as of July 26, 2011 follows:
 
Executive Officers
/Director
 
 
 
Name of Officer
Age
               
Office
Xiangying Meng
32
               President, Chief Financial Officer, Chief Executive Officer, Director
 
The term of office for each director is one year, or until the next annual meeting of the shareholders.
 
 
25

 
 
Biographical Information

Set forth below is a brief description of the background and business experience of our executive officer and director for the past five years
 
Xiangying Meng, age 32,
 CEO, CFO, President, and Member of the Board of Directors
:  For the past five years (5) years, Xiaoying Meng has been
 
Mr. Meng graduated from Harbin University in 2000 and obtained associate degree in finance. In 2000, he worked for Sanxiang Future as broker; from 2002 to 2007, he worked as manager of the marketing department in Harbin Zhihong Sci-tech Co., Ltd.; from 2007 to 2010, he worked for Heilongjiang IT Company as general manager.
 
Mr. Meng has nearly ten years of experience in the IT industry and is familiar with IT market development and its trends in China.  With market experience in China for years in IT industry, Mr. Meng has established an excellent reputation and potential customer network in this industry.
 
EXECUTIVE COMPENSATION
 
Summary Compensation Table
Name and principal position
 
Fiscal Year
 
Salary
 
 
Bonus
 
 
Other annual compensation
 
 
Restricted stock award(s)
 
 
Securities underlying options/ SARs
 
 
LTIP payouts
 
 
All other compensation
 
Xiangying Meng
Director, President
CEO/CFO
 
2011
 
 
0
 
 
 
0
 
 
 
0
 
 
 
0
 
 
 
0
 
 
 
0
 
 
 
0
 
 
There has been no cash payment paid to the executive officer for services rendered in all capacities to us for the period ended June 30, 2011.
 
Stock Option Grants
 
None

Employment Agreements
 
There are currently no employment agreements and none are anticipated to be entered into within the next twelve months.
 
Significant Employees
 
Xunna has no significant employees other than Sole Director and Officer described above, whose time and efforts are being provided to Xunna without compensation.

 
26

 
 
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
The following table provides the names and addresses of each person known to Xunna to own more than 5% of the outstanding common stock as of July 26, 2011 and by the officers and directors, individually and as a group. Except as otherwise indicated, all shares are owned directly.
 
Title of class
 
Name and address
of beneficial owner*
 
Amount of
beneficial ownership
 
Percent of class
Common Stock
Common Stock
 
Xiangying Meng
Haiying Yu
 
9,000,000 shares
3,320,000 shares
 
69.2%
25.5%
 
The percent of class is based on 13,000,000 shares of common stock issued and outstanding as of July 26, 2011.  Xiangying Meng, officer and director was issued 9,000,000 common shares of founder’s shares in March, 2011.

Haiying Yu purchased 3,320,000 common shares @ $.01 = $33,200 on April 5, 2011. Haiying Yu is a shareholder and considered an affiliate.

* c/o Xunna Information Technology
2 Fufeng Rd
Xinghuo Sci-Tech Building, Floor 26
Fengtai District, Beijing, PRC
Tel: 011 86 10 63710499 
Xunna@xunna.com
(1) As used in this table, “beneficial ownership” means the sole or shared power to vote, or to direct the voting of, a security, or the sole or share investment power with respect to a security (i.e., the power to dispose of, or to direct the disposition of, a security).
(2) Assumes the sale of the maximum amount of this offering (the Company shares of common stock) by the Company.
(3) The aggregate amount of shares to be issued by the Company and outstanding after the offering is 13,000,000
 
Change in Control

We are not aware of any arrangement that might result in a change in control in the future.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
There are no promoters being used in relation with this offering, except that under the definition of promoter in Rule 405 of Regulation C of the Securities Act of 1933, Xiangying Meng as founder of XUNNA INFORMATION TECHNOLOGY INC. is considered a promoter with respect to this offering. No persons who may, in the future, be considered a promoter will receive or expect to receive assets, services or other consideration from us. No assets will be or are expected to be acquired from any promoter on behalf of Xunna. We have not entered into any agreements that require disclosure to our shareholders.
 
None of the following parties has, since the date of incorporation, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:
 
-The Officers
- Sole Director;
-Any person proposed as a nominee for election as a director;
-Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to the outstanding shares of common stock;
-Any relative or spouse of any of the foregoing persons who have the same house as such person.
 
 
27

 
 
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
 
Our By-laws provide for the elimination of the personal liability of our officers, directors, corporate employees and agents to the fullest extent permitted by the provisions of Nevada Business Corporation Act.

 
Under such provisions, the director, officer, corporate employee or agent who in his capacity as such is made or threatened to be made, party to any suit or proceeding, shall be indemnified if it is determined that such director or officer acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of our company. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers, and persons controlling our company pursuant to the foregoing provision, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable.  In the event that a claim for indemnification against such liabilities is asserted by one of our directors, officers, or controlling persons in connection with the securities being registered, we will, unless in the opinion of our legal counsel the matter has been settled by controlling precedent, submit the question of whether such indemnification is against public policy to a court of appropriate jurisdiction. We will then be governed by the court's decision.
 

CORPORATE GOVERNANCE

Board of Directors Structure

The number of directors constituting the entire Board of Directors shall be the number, not less than one nor more than ten, fixed from time to time by a majority of the total number of directors which the Corporation would have, prior to any increase or decrease, if there were no vacancies, provided, however, that no decrease shall shorten the term of an incumbent director.

Code of Ethics

The Board of Directors has not yet adopted a Code of Ethics for the Company.

THE SEC’S POSITION ON INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES

Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to our directors, officers or controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC this indemnification is against public policy as expressed in the Securities Act of 1933, as amended, and is, therefore, unenforceable.

TRANSFER AGENT AND REGISTRAR

Xunna has not engaged the services of a registrar and transfer agent for our shares of common stock.  We plan to select and engage a Transfer Agent within the next six (6) months.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for XUNNA INFORMATION TECHNOLOGY INC. by The Law Office of Nov & Wilkin.
 
 
 
28

 
 
WHERE YOU CAN FIND MORE INFORMATION
 
 
We have filed a registration statement on Form S-1 under the Securities Act of 1933 with the Securities and Exchange Commission with respect to the shares of our Common Stock offered through this prospectus. This prospectus is filed as a part of that registration statement and does not contain all of the information contained in the registration statement and exhibits. We refer you to our registration statement and each exhibit attached to it for a more complete description of matters involving us, and the statements we have made in this prospectus are qualified in their entirety by reference to these additional materials. You may inspect the registration statement and exhibits and schedules filed with the Securities and Exchange Commission at the Commission’s principal office in Washington, D.C. Copies of all or any part of the registration statement may be obtained from the Public Reference Section of the Securities and Exchange Commission, 100 F Street NE, Washington, D.C. 20549. Please call the Commission at 1-800-SEC-0330 for further information on the operation of the public reference rooms. The Securities and Exchange Commission also maintains a web site at http://sec.report that contains reports, proxy statements and information regarding registrants that file electronically with the Commission. In addition, we will file electronic versions of our annual and quarterly reports on the Commission’s Electronic Data Gathering Analysis and Retrieval, or EDGAR System. Our registration statement and the referenced exhibits can also be found on this site as well as our quarterly and annual reports. We will not send the annual report to our shareholders unless requested by the individual shareholders.

Please note the Company is subject to the 15(d) reporting requirements according to the Securities Exchange Act of 1934. The Company is required to file the necessary reports in the fiscal year that the registration statement is declared effective. After that fiscal year and provided the Company has less than 300 shareholders, the Company is not required to file these reports. If the reports are not filed, the investors will have reduced visibility as to the Company and its financial condition. Even if the Company is not required to file the reports, it is the intention of the Company to file the necessary reports to be considered fully reporting.
 
OUTSIDE BACK COVER:

PROSPECTUS
Subject To Completion: Dated ______, 2011
 
XUNNA INFORMATION TECHNOLOGY INC.
680,000 common shares

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS DOCUMENT OR THAT WE HAVE REFERRED YOU TO. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION THAT IS DIFFERENT. THIS PROSPECTUS IS NOT AN OFFER TO SELL COMMON STOCK AND IS NOT SOLICITING AN OFFER TO BUY COMMON STOCK IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
 
Until _______________, all dealers that effect transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to the dealer obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.


 
 
29

 
 
PART II - INFORMATION NOT REQUIRED IN THE PROSPECTUS
 
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
 
The estimated costs of this offering are as follows:
 
Securities and Exchange Commission registration fee
 
$
.79
 
Accounting fees and expenses
 
$
4,500.00
 
Legal fees and expenses
 
$
20,000.00
 
Miscellaneous
 
$
525.00
 
Total
 
$
25,025.79
 
 
Xunna is paying all expenses of the offering listed above.
 
RECENT SALES OF UNREGISTERED SECURITIES
 
The above selling Security holders acquired their shares by a purchase exempt from registration under Regulation S of the 1933 Act on April 5
th
, 2011

 We relied upon Regulation S of the Securities Act of 1933, as amended for the above issuances to non US citizens or residents.

We believed that Regulation S was available because:

·
None of these issuances involved underwriters, underwriting discounts or commissions;
·
We placed Regulation S required restrictive legends on all certificates issued;
·
No offers or sales of stock under the Regulation S offering were made to persons in the United States;
·
No direct selling efforts of the Regulation S offering were made in the United States.
 

 
In connection with the above transactions, although some of the investors may have also been accredited, we provided the following to all investors:

·
Access to all our books and records.
·
Access to all material contracts and documents relating to our operations.
·
The opportunity to obtain any additional information, to the extent we possessed such information, necessary to verify the accuracy of the information to which the investors were given access.

Prospective investors were invited to review at our offices at any reasonable hour, after reasonable advance notice, any materials available to us concerning our business. Prospective Investors were also invited to visit our offices.
 
EXHIBITS
 
EXHIBIT
NUMBER
DESCRIPTION

3.1
Articles of Incorporation

3.2
By-Laws

5.1
Legal Opinion with Consent
 
23.1
Consent of Accountant
 
 
II-1

 
 
UNDERTAKINGS

(a)  The undersigned Registrant hereby undertakes:
 
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
 
i.    To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
 
ii.   To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement.
 
iii.  To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
 
(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
 
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. 
 
(4) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
 
(5) Each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.
 
(6) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
 
 
II-2

 
 
i.    Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
 
ii.   Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
 
iii.  The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
 
iv. Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
 
 
II-3

 
 
SIGNATURES

In accordance with the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements of filing on Form S-1 and authorized registration statement to be signed on its behalf by the undersigned, in the city of Beijing, China on July 26, 2011

 
XUNNA INFORMATION TECHNOLOGY INC.
 
By:
/s/ XUNNA INFORMATION TECHNOLOGY INC.
Xiangying Meng
President, Director
Principal Executive Officer
Chief Financial Officer
Chief Accounting Officer
 
 
II-4

 
 
 
XUNNA INFORMATION TECHNOLOGY INC.
(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

FOR THE PERIOD FROM MARCH 22, 2011 (INCEPTION)
THROUGH JUNE 30, 2011
 
 
 

 
Table of Contents
 

 
 
Page
 
 
Financial Statements
 
 
 
Report of Independent Registered Public Accounting Firm
F-1
 
 
Balance Sheet
F-2
 
 
Statement of Operations
F-3
 
 
Statement of Changes in Stockholders’ Equity
F-4
 
 
Statement of Cash Flows
F-5
 
 
Notes to Financial Statements
F-6
 
 
F-

 
 
Report of Independent Registered Public Accounting Firm


To the Board of Directors and Stockholders of
Xunna Information Technology Inc.
 (A Development Stage Company)

We have audited the accompanying balance sheet of Xunna Information Technology Inc. (a Nevada corporation in the development stage) (the “Company”) as of June 30, 2011, and the related statement of operations, changes in stockholders’ equity and cash flows for the period from March 22, 2011 (Date of inception) to June 30, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Xunna Information Technology Inc. as of June 30, 2011, and the results of their operations and cash flows for the period from March 22, 2011 (Date of inception) to June 30, 2011 in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has no revenues with which to support its cost of operations, and there are no guarantees that the Company will be able to secure financing until a source of revenue can be established. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans concerning these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.




Parsippany, New Jersey
July 21, 2011

 
F-1

 

Balance Sheet

 
 
June 30, 2011
 
 
 
 
 
Assets
 
 
 
Current assets:
 
 
 
Cash and cash equivalents
 
$
27,445
 
 
 
 
 
 
Total current assets
 
 
27,445
 
 
 
 
 
 
Total Assets
 
$
27,445
 
 
 
 
 
 
Liabilities and Stockholders’ Equity
 
 
 
 
Current liabilities:
 
 
 
 
Accrued expenses
 
$
2,860
 
 
 
 
 
 
Total current liabilities
 
 
2,860
 
 
 
 
 
 
Total liabilities
 
$
2,860
 
 
 
 
 
 
Stockholders’ equity:
 
 
 
 
Preferred stock, $0.001 par value, 10,000,000 shares authorized;
 
 
 
 
  no shares issued and outstanding at June 30, 2011
 
$
-
 
Common stock, $0.001 par value, 75,000,000 shares authorized;
 
 
 
 
  13,000,000 shares issued and outstanding at June 30, 2011
 
 
13,000
 
       Stock subscription receivable
 
 
(9,000
)
Additional paid in capital
 
 
36,000
 
Deficit accumulated during development stage
 
 
(15,415
)
 
 
 
 
 
Total stockholders’ equity
 
 
24,585
 
 
 
 
 
 
Total Liabilities and Stockholders’ Equity
 
$
27,445
 
 
 
 
 
 
 
 
F-2

 
 
Statement of Operations
 
 
 
For the period from
 
 
 
 
 
 
March 22, 2011
 
 
Cumulative
 
 
 
(inception) through
 
 
Since inception at
 
 
 
June 30, 2011
 
 
March 22, 2011
 
 
 
 
 
 
 
 
Revenue
 
$
-
 
 
$
-
 
 
 
 
 
 
 
 
 
 
Operating expenses
 
 
 
 
 
 
 
 
General and administrative expenses
 
 
15,415
 
 
 
15,415
 
Total operating expenses
 
 
15,415
 
 
 
15,415
 
 
 
 
 
 
 
 
 
 
Loss from operations
 
 
(15,415
)
 
 
(15,415
)
 
 
 
 
 
 
 
 
 
Loss before income taxes
 
 
(15,415
)
 
 
(15,415
)
 
 
 
 
 
 
 
 
 
Provision for income taxes
 
 
-
 
 
 
-
 
 
 
 
 
 
 
 
 
 
Net loss
 
$
(15,415
)
 
$
(15,415
)
 
 
 
 
 
 
 
 
 
 
 
F-3

 
 
Statement of Changes in Stockholders’ Equity
For the period from March 22, 2011 (inception) through June 30, 2011
 
 
 
 
 
 
 
 
 
Additional
   
 
   
Stock
   
 
 
 
 
Common Stock
 
 
Preferred Stock
 
 
Paid in
   
 
   
Subscription
   
 
 
 
 
Shares
 
 
Value
 
 
Shares
 
 
Value
 
 
Capital
 
 
 
 
 
receivable
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at the date of inception on March 22, 2011
 
 
-
 
 
$
-
 
 
 
-
 
 
$
-
 
 
$
-
 
 
$
-
 
 
$
-
 
 
$
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock
 
 
680,000
 
 
 
9,000
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(9,000
)
 
 
-
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Issuance of common stock
 
 
4,000,000
 
 
 
4,000
 
 
 
-
 
 
 
-
 
 
 
36,000
 
 
 
-
 
 
 
-
 
 
 
40,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net loss
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
-
 
 
 
(15,415
)
 
 
-
 
 
 
(15,415
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance at  June 30, 2011
 
 
13,000,000
 
 
$
13,000
 
 
 
 -
 
 
$
-
 
 
$
36,000
 
 
$
(15,415
)
 
$
(9,000
)
 
$
24,585
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
F-4

 
 
Statement of Cash Flows

 
 
For the period from
 
 
 
 
 
 
March 22, 2011
 
 
Cumulative
 
 
 
(inception) through
 
 
Since inception at
 
 
 
June 30, 2011
 
 
March 22, 2011
 
 
 
 
 
 
 
 
Cash flows from operating activities:
 
 
 
 
 
 
Net loss
 
$
(15,415
)
 
$
(15,415
)
 
 
 
 
 
 
 
 
 
Net cash used in operating activities
 
 
(15,415
)
 
 
(15,415
)
 
 
 
 
 
 
 
 
 
Cash flows from financing activities:
 
 
 
 
 
 
 
 
      Capital contributions
 
 
40,000
 
 
 
40,000
 
      
Net cash provided by financing activities
 
 
40,000
 
 
 
40,000
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Increase in cash and cash equivalents
 
 
24,585
 
 
 
24,585
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at beginning of period
 
 
-
 
 
 
-
 
 
 
 
 
 
 
 
 
 
Cash and cash equivalents at end of period
 
$
24,585
 
 
$
24,585
 
 
 
 
 
 
 
 
 
 

 
F-5

 

Note 1 - Organization And Nature of Business

Xunna Information technology Inc. (the “Company”) was incorporated in the state of Nevada on March 22, 2011, with an authorized capital of 75,000,000 shares of common stock, par value of $0.001 per share, and 10,000,000 preferred stock, par value of $0.001,  We plan to provide small-size enterprises with Internet building services, including website development and design, market analysis and general commercial services such as business planning and accounting support for start-up Internet companies.  The future of our company depends on our ability to market the services, which require detailed planning of the services we offer so that it satisfies customer demands without causing unnecessary cost and expenses. Our operating performance is also affected by our ability of adjusting price to promote newly introduced services or to be more competitive.  The Company has selected June 30 as its fiscal year end.

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying financial statements have been prepared on the accrual basis of accounting in accordance with generally accepted accounting principles in the United States.

In preparing the accompanying audited financial statements, we evaluated the period from March 22 (inception), 2011 through the date the financial statements were issued for material subsequent events requiring recognition or disclosure. No such events were identified for this period.

Development Stage Company

The Company is currently a development stage enterprise reporting under the provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 915. Those standards require the Company to disclose its activities since the date of inception.

Cash Equivalents

In accordance with FASB ASC Topic 230-10-50-6, “Statement of Cash Flows”, the Company considers all highly liquid debt instruments with a maturity of three months or less when purchased to be cash equivalents.

Deferred Income Taxes

The Company accounts for income taxes in accordance with FASB ASC Topic 740 which requires that deferred tax assets and liabilities be recognized for future tax consequences attributable to differences between financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  In Addition, FASB ASC 740 requires recognition of future tax benefits, such as carryforwards, to the extent that realization of such benefits is more likely than not and that a valuation allowance be provided when it is more likely than not that some portion of the deferred tax asset will not be realized.

Fair Value Of Financial Instruments

The Company adopted the guidance of FASB ASC 820 for fair value measurements which clarifies the definition of fair value, prescribes methods for measuring fair value, and establishes a fair value hierarchy to classify the inputs used in measuring fair value as follows:

Level 1-Inputs are unadjusted quoted prices in active markets for identical assets or liabilities available at the measurement date.
 
 
F-6

 
 
Note 2 - Summary of Significant Accounting Policies (continued)

Fair Value Of Financial Instruments (continued)

Level 2-Inputs are unadjusted quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, inputs other then quoted prices that are observable, and inputs derived from or corroborated by observable market data.

Level 3-Inputs are unobservable inputs which reflect the reporting entity’s own assumptions on what assumptions the market participants would use in pricing the asset or liability based on the best available information.

The carrying amounts reported in the balance sheets for cash, accounts payable and accrued expenses, and due to shareholders approximate their fair market value based on the short-term maturity of these instruments. The Company did not identify any assets or liabilities that are required to be presented on the consolidated balance sheets at fair value in accordance with the accounting guidance.

Use Of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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.

Recent Accounting Pronouncements

In January 2010, the FASB expanded the disclosure requirements for fair value measurements relating to the transfers in and out of Level 2 measurements and amended the disclosure for the Level 3 activity reconciliation to be presented on a gross basis. In addition, valuation techniques and inputs should be disclosed for both Levels 2 and 3 recurring and nonrecurring measurements. The new requirements are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about the Level 3 activity reconciliation which are effective for fiscal years beginning after December 15, 2010. The Company adopted the new disclosure requirements on January 1, 2010 except for the disclosure related to the Level 3 reconciliation, which will be adopted on January 1, 2011. The adoption will not have an impact on the Company’s financial condition, results of operations or cash flows.

On July 1, 2009, the Financial Accounting Standards Board (“FASB”) officially launched the FASB Accounting Standards Codification (“ASC”), which has become the single official source of authoritative nongovernmental U.S. GAAP, in addition to guidance issued by the Securities and Exchange Commission. The ASC is designed to simplify U.S. GAAP into a single, topically ordered structure. All guidance contained in the ASC carries an equal level of authority. The ASC is effective for all interim and annual periods ending after September 15, 2009. The Company’s implementation of this guidance effective July 1, 2009 did not have a material effect on the Company’s financial statements.
 
 
F-7

 

 
Note 2 - Summary of Significant Accounting Policies (continued)

Recent Accounting Pronouncements (continued)

In May 2009, the FASB issued ASC Topic 855-10-05, “Subsequent Events”, which provides guidance to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. FASB ASC Topic 855-10-05 also requires entities to disclose the date through which subsequent events were evaluated as well as the rationale for why that date was selected. FASB ASC Topic 855-10-05 is effective for interim and annual periods ending after June 15, 2009. FASB ASC Topic 855-10-05 requires that public entities evaluate subsequent events through the date that the financial statements are issued.

Note 3 – Going Concern

The Company’s financial statements are prepared using generally accepted accounting principles applicable to a going concern that contemplates the realization of assets and liquidation of liabilities in the normal course of business.  The Company has not established any source of revenue to cover its operating costs. If the Company is unable to obtain revenue producing contracts or financing, or if the revenue or financing it does obtain is insufficient to cover any operating losses it may incur, it may substantially curtail or terminate its operations or seek other business opportunities through strategic alliances, acquisitions or other arrangements that may dilute the interests of existing stockholders.

Note 4 – Stockholder Authorization and Issuance

According to Articles of Incorporation of Xunna Information Technology INC., the Company is authorized to issue two classes of shares to be designated preferred stock and common stock respectively. The total number of shares of stock which the Company shall have authority to issue is 85,000,000 which shall consist of (1) 75,000,000 shares of common stock, par value $0.001 per share, and (2) 10,000,000 shares of blank check preferred stock, par value $0.001 per share. As of March 31, 2011, 13,000,000 shares were issued and outstanding.


 
F-8


fs12011ex3i_xunna.htm ARTICLES OF INCORPORATION


fs12011ex3i_xunna.htm

Exhibit 3.1
 
 
ROSS MILLER
Secretary of State
204 North Carson Street, Suite 4
Carson City, Nevada 89701-4520
(775) 684-5708
Website: nvsos.gov

 
 
Articles of Incorporation
(PURSUANT TO NRS 78)
Filed in the office of
/s/  Ross Miller
Ross Miller
Secretary of State
State of Nevada
Document Number
20110212064-09
Filing Date and Time
03/22/2011  1:50 PM
Entity Number
E0162942011-4
 
USE BLACK INK ONLY – DO NOT HIGHLIGHT
ABOVE SPACE FOR  OFFICE USE ONLY

 
1.
        
Name of
             Corporation
CLINICAL TRIALS OF AMERICAS, INC.
 
 
2.
 
 
Registered Agent for Service of Process (check only one box) 
   
   
x
Commercial Registered Agent
:
Vcorp Services, LLC
 o 
Noncommercial Registered Agent
   
OR
   
   
o
Office or Position with Entity
   
 (name and address below)                           
   
   
   
 (name and address below)
 
Name of Noncommercial Registered Agent OR Name of Title of Office or Other Position wit Entity
   
Nevada
 
Street Address
City
State
Zip Code
 
 
 
 
 
 
Nevada
 
Mailing Address (If different from street address)
City
State
Zip Code
 
 
3.
 
  
Authorized Stock:
(
number of shares corporation is authorized to issue
)
 
Number of shares
With par value:   
85,000,000
Par value
Per share:
$0.001
Number of shares
Without par value:
4.
       
Names and Addresses of
the Board of Directors/Trustees:
 
(each Director/Trustee must be a natural
person at least 18 years of age: attach
additional pages if more than three
directors/trustees
 
 
 
 
1.
 
Xiaoying Meng
 
 
 
Name
 
 
 
700 South Henderson Road, Suite 202
King of Prussia
PA
19406
Street Address
City
State
Zip Code
 
 
 
 
2.
 
 
 
 
 
 
 
 
Street Address
City
State
Zip Code
 
 
 
 
3.
 
 
 
 
Name
 
 
 
 
 
 
 
Street Address
City
State
Zip Code
 
 
5.
 
  
Purpose:
   
 (optional –see Instructions)
The purpose of this corporation shall be:
 
 
 
 
 
6.
 
  
Name, Address
   
 And Signature of
   
 Incorporator:
   
 (attach additional pages if
 more than 1 incorporator)
Mimi Sanik
 
Name
X
By:  /s/
 Mimi Sanik
 
Signature:  Doreen Haeslin
 
Title:  Assistant Secretary
 
 
 
 
25 Robert Pitt Drive, Suite 204
Monsey
NY
10952
Address
City
State
Zip Code
 
 
 
 
 
7. 
 
Certificate of
   
 Acceptance of
   
 Appointment of
   
 Registered Agent:
I hereby accept appointment as Resident Agent for the above named corporation.
 
X
By:  /s/  Mimi Sanik
3/22/2011
Authorized Signature of Registered Agent or On behalf of Registered Agent Entity
Date
 
This form must be accompanied by appropriate fees.
 
 
 
1

 
 
ATTACHMENT
TO
ARTICLES OF INCORPORATION
OF
XUNNA INFORMATION TECHNOLOGY INC.
 
8.
 
The governing board of Xunna Information Technology Inc. (the "Corporation") shall be styled as a "Board of Directors", and any member of said Board shall be styled as a "Director," The first Board of Directors of the corporation shall consist of one director(s). The number of directors of the Corporation may be increased or decreased in the manner provided in the Bylaws of the Corporation; provided, that the number of directors shall never be less than one, In the interim between elections of directors by stockholders entitled to vote, all vacancies, including vacancies caused by
an
increase in the number of directors and including vacancies resulting from the removal of ,
directors by the stockholders entitled to vote which are not filled by said stockholders, may
be filled by the remaining directors, though less than a quorum.
 
9.
 
(a) The total number of shares of stock which the
Corporation
shall have
authority to issue is Eighty Five Million (85,000,000) which shall consist of (i) Seventy
Five Million (75,000,000) shares of common
stock, par value $0.001 per share
(the
"Common Stock"), and (ii) Ten Million (10,000,000) shares of blank check preferred
stock, par value $0.001 per share (the "Preferred Stock").
 
(b) The Preferred Stock may be issued in one or more series, from time to
time, with each such series to have such designation, relative rights, preferences
or
limitations, as shall be stated and expressed in the resolution or resolutions providing for
the issue of such series adopted by the Board
of
Directors of the Corporation (the
"Board"), subject to the
limitations prescribed by law and in accordance with the
provisions hereof, the Board being hereby expressly vested with authority to adopt any such resolution or resolutions.
The authority of the Board with respect to each series of Preferred Stock shall include, but not be limited to, the determination or fixing of the following:
 
(i)
 
The distinctive designation and number of shares comprising
such
series, which number may (except where otherwise provided by the Board
increasing
such series) be increased or decreased (but not below the number of shares then outstanding) from time to time by like action of the Board;
 
(ii)
 
The dividend rate of such series, the conditions and time upon which such dividends shall be payable, the relation which such dividends shall bear to the dividends payable on any other class or classes of Stock or series thereof, or any other series of the same class, and whether such dividends shall be cumulative or non­cumulative;
 
 
2

 
 
(iii)
 
The conditions upon which the shares of such series shall be subject to redemption by the Corporation and the times, prices and other terms and provisions upon which the shares of the series may be redeemed;
 
(iv)
 
Whether or not the shares of the series shall be subject to the operation of a retirement or sinking fund to be applied to the purchase or redemption of such shares and, if such retirement or sinking fund be established, the annual amount thereof and the terms and provisions relative to the operation thereof;
 
(v)
 
Whether or not the shares of the series shall be convertible into
or exchangeable for shares of any other class or classes, with or without
par value, or of
any other series of the same class, and, if provision is made for conversion or exchange,
the times, prices, rates, adjustments and other terms and conditions of such conversion or
exchange;
 
(vi)
 
Whether or not the shares of the series shall have voting rights, in addition to the voting rights provided by law, and, if so, the terms of such voting rights;
 
(vii)
 
The rights of the shares of the series in the event of voluntary
or involuntary liquidation, dissolution or upon the distribution of assets of the
Corporation;
and
(viii)
 
Any
other powers, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof,
of
the
shares of such series, as the Board may deem advisable and as shall not be inconsistent with the provisions of this Articles of Incorporation.
 
(c)
 
The holders of shares of the Preferred Stock of each series shall be entitled to
receive, when and as declared by the Board, out of funds legally available for
the
payment of
dividends, dividends (if any) at the rates fixed by the Board
for
such
series
before any cash dividends shall be declared and paid or set apart for payment, on the
Common
Stock with respect to the same dividend period,
 
(d)
 
The holders of shares of the Preferred Stock of each series shall be entitled,
upon liquidation
or dissolution or upon the distribution of the assets of the Corporation,
to such preferences as provided in the resolution or resolutions creating such series of
Preferred Stock, and no more, before any distribution of the assets of the Corporation
shall be made to the holders of shares of the Common Stock, Whenever the holders of
shares of the Preferred Stock shall have been paid the full amounts to which they shall be
entitled, the holders of shares of the Common
Stock shall be entitled to share
ratably in
all remaining assets of the Corporation.
 
10,The Corporation shall
have perpetual
existence.
 
11.The personal liability of the directors of the Corporation is hereby eliminated
to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented. Any repeal
or amendment of this Article by
the stockholders of the Corporation shall be prospective.
 
 
3

 
 
12.
 
The Corporation shall, to the fullest extent permitted by the General Corporation Law of the State of Nevada, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under said Law from and against any and all of the expenses, liabilities, or other matters referred to in or covered by said Law, and the indemnification provided for herein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any Bylaw, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors, and administrators of such a person.
 
13.
 
The nature of the business of the Corporation and the objects or the purposes to be transacted, promoted, or carried on by it are to engage in any lawful activity.
 
14.
 
The Corporation reserves the right to amend, alter, change, or repeal any provision contained in these Articles of
Incorporation in the manner
now or hereafter prescribed by statute, and all rights
conferred upon
stockholders herein are granted subject to this reservation.
 
 
4

 
 
 
 
 
 
 
 
 
CORPORATE CHARTER
 
I,  ROSS MILLER,  the duly elected and qualified Nevada Secretary of State, do hereby certify that
XUNNA INFORMATION TECHNOLOGY INC.,
did on
March 22, 2011, file in this office the original Articles
of Incorporation; that said Articles of Incorporation are now on file and of record in the 
office of
the Secretary of State of the State of Nevada, and further, that said Articles contain all the
provisions required by the law of 
said State of Nevada.
 
 
 
 
 
Certified By: GJ Jaillet
Certificate Number: C20110322-2574
You may verify this certificate
online at
http://www.nvsos.gov/
 
 
 
IN WITNESS WHEREOF, I have hereunto set my
hand and affixed the Great Seal of State, at my office
on March 23, 2011
 
/s/ Ross Miller
Ross Miller
Secretary of State
 
 
 
fs12011ex3ii_xunna.htm BY-LAWS


fs12011ex3ii_xunna.htm

Exhibit 3.2
BYLAWS OF

XUNNA INFORMATION TECHNOLOGY INC

A Nevada Corporation

ARTICLE I
OFFICES

SECTION 1.
PRINCIPAL EXECUTIVE OFFICE
. The principal office of the Corporation is hereby fixed in the State of Nevada or at such other location as may be determined from time to time by the board of directors of the Corporation.

SECTION 2.
OTHER OFFICES
. Branch or subordinate offices may be established by the Board of Directors at such other places as may be desirable.

ARTICLE II
SHAREHOLDERS

SECTION 1.
PLACE OF MEETING
. Meetings of shareholders shall be held either at the principal executive office of the corporation or at any other location within or without the State of Nevada which may be designated by written consent of all persons entitled to vote thereat.
 
SECTION 2.
ANNUAL MEETINGS
. The annual meeting of shareholders shall be held on such day and at such time as may be fixed by the Board; provided, however, that should said day fall upon a Saturday, Sunday, or legal holiday observed by the Corporation at its principal executive office, then any such meeting of shareholders shall be held at the same time and place on the next day thereafter ensuing which is a full business day. At such meetings, directors shall be elected by plurality vote and any other proper business may be transacted.
 
SECTION 3.
SPECIAL MEETINGS.
Special meetings of the shareholders may be called for any purpose or purposes permitted under Chapter 78 of Nevada Revised Statutes at any time by the Board, the Chairman of the Board, the President, or by the shareholders entitled to cast not less than twenty-five percent (25%) of the votes at such meeting. Upon request in writing to the Chairman of the Board, the President, any Vice-President or the Secretary, by any person or persons entitled to call a special meeting of shareholders, the Secretary shall cause notice to be given to the shareholders entitled to vote, that a special meeting will be held not less than thirty-five (35) nor more than sixty (60) days after the date of the notice.
 
SECTION 4.
NOTICE OF ANNUAL OR SPECIAL MEETING
. Written notice of each annual meeting of shareholders shall be given not less than ten (10) nor more than sixty (60) days before the date of the meeting to each shareholder entitled to vote thereat. Such notice shall state the place, date and hour of the meeting and
 
(i) in the case of a special meeting the general nature of the business to be transacted, or (ii) in the case of the annual meeting, those matters which the Board, at the time of the mailing of the notice, intends to present for action by the shareholders, but, any proper matter may be presented at the meeting for such action. The notice of any meeting at which directors are to be elected shall include the names of the nominees intended, at the time of the notice, to be presented by management for election. Notice of a shareholders' meeting shall be given either personally or by mail or, addressed to the shareholder at the address of such shareholder appearing on the books of the corporation or if no such address appears or is given, by publication at least once in a newspaper of general circulation in Clark County, Nevada. An affidavit of mailing of any notice, executed by the Secretary, shall be prima facie evidence of the giving of the notice.
 
 
1

 
 
SECTION 5.
QUORUM
. A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at any meeting of shareholders. If a quorum is present, the affirmative vote of the majority of shareholders represented and voting at the meeting on any matter shall be the act of the shareholders unless specifically required otherwise in the Charter or Articles of Incorporation. The shareholders present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding withdrawal of enough shareholders to leave less than a quorum, if any action taken (other than adjournment) is approved by at least a majority of the number of shares required as noted above to constitute a quorum. Notwithstanding the foregoing, (1) the sale, transfer and other disposition of substantially all of the corporation's properties and (2) a merger or consolidation of the corporation shall require the approval by an affirmative vote of not less than two-thirds (2/3) of the corporation's issued and outstanding shares.

SECTION 6.
ADJOURNED MEETING AND NOTICE THEREOF
. Any shareholders meeting, whether or not a quorum is present, may be adjourned from time to time. In the absence of a quorum (except as provided in Section 5 of this Article), no other business may be transacted at such meeting.

SECTION 7.
VOTING.
The shareholders entitled to notice of any meeting or to vote at such meeting shall be only persons in whose name shares stand on the stock records of the corporation on the record date determined in accordance with Section 8 of this Article.

SECTION 8.
RECORD DATE.
The Board may fix in advance, a record date for the determination of the shareholders entitled to notice of a meeting or to vote or entitled to receive payment of any dividend or other distribution, or any allotment of rights, or to exercise rights in respect to any other lawful action. The record date so fixed shall be not more than sixty (60) nor less than ten (10) days prior to the date of the meeting nor more than sixty (60) days prior to any other action. When a record date is so fixed, only shareholders of record on that date are entitled to notice of and to vote at the meeting or to receive the dividend, distribution, or allotment of rights, or to exercise of the rights, as the case may be, notwithstanding any transfer of shares on the books of the corporation after the record date. A determination of shareholders of record entitled to notice of or to vote at a meeting of shareholders shall apply to any adjournment of the meeting unless the Board fixes a new record date for the meeting. The Board shall fix a new record date if the meeting is adjourned for more than forty-five (45) days.
 
If no record date is fixed by the Board, the record date for determining shareholders entitled to notice of or to vote at a meeting of shareholders shall be the close of business on the business day next preceding the day on which notice is given or, if notice is waived, at the close of business on the business day next preceding the day on which notice is given. The record date for determining shareholders for any purpose other than as set in this Section 8 or Section 10 of this Article shall be at the close of the day on which the Board adopts the resolution relating thereto, or the sixtieth day prior to the date of such other action, whichever is later.

SECTION 9.
CONSENT OF ABSENTEES
. The transactions of any meeting of shareholders, however called and noticed, and wherever held, are as valid as though had at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy, and if, either before or after the meeting, each of the persons entitled to vote not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of the meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

SECTION 10.
ACTION WITHOUT MEETING
. Any action which, under any provision of law, may be taken at any annual or special meeting of shareholders, may be taken without a meeting and without prior notice if a consent in writing, setting forth the actions to be taken, shall be signed by the holders of outstanding shares having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Unless a record date for voting purposes be fixed as provided in Section 8 of this Article, the record date for determining shareholders entitled to give consent pursuant to this Section 10, when no prior action by the Board has been taken, shall be the day on which the first written-consent is given.

SECTION 11.
PROXIES.
Every person entitled to vote shares has the right to do so either in person or by one or more persons authorized by a written proxy executed by such shareholder and filed with the Secretary not less than five (5) days prior to the meeting.

 
2

 
 
SECTION 12.
CONDUCT OF MEETING
. The Chief Executive Officer shall preside as Chairman at all meetings of the shareholders, unless another Chairman is selected. The Chairman shall conduct each such meeting in a businesslike and fair manner, but shall not be obligated to follow any technical, formal or parliamentary rules or principles of procedure. The Chairman's ruling on procedural matters shall be conclusive and binding on all shareholders, unless at the time of ruling a request for a vote is made by the shareholders entitled to vote and represented in person or by proxy at the meeting, in which case the decision of a majority of such shares shall be conclusive and binding on all shareholders without limiting the generality of the foregoing, the Chairman SHALL have all the powers usually vested in the chairman of a meeting of shareholders.

ARTICLE III
DIRECTORS

SECTION 1.
POWERS
. Subject to limitation of the Articles of Incorporation, of these bylaws, and of actions required to be approved by the shareholders, the business and affairs of the corporation shall be managed and all corporate powers shall be exercised by or under the direction of the Board. The Board may, as permitted by law, delegate the management of the day-to-day operation of the business of the corporation to a management company or other persons or officers of the corporation provided that the business and affairs of the corporation shall be managed and all corporate powers shall be exercised under the ultimate direction of the Board. Without prejudice to such general powers, it is hereby expressly declared that the Board shall have the following powers:
(a) To select and remove all of the officers, agents and employees of the corporation, prescribe the powers and duties for them as may not be inconsistent with law, or with the Articles of Incorporation or by these bylaws, fix their compensation, and require from them, if necessary, security for faithful service.
(b) To conduct, manage, and control the affairs and business of the corporation and to make such rules and regulations therefore not inconsistent with law, with the Articles of Incorporation or these bylaws, as they may deem best.
(c) To adopt, make and use a corporate seal, and to prescribe the forms of certificates of stock and to alter the form of such seal and such of certificates from time to time in their judgment they deem best.
(d) To authorize the issuance of shares of stock of the corporation from time to time, upon such terms and for such consideration as may be lawful.
(e) To borrow money and incur indebtedness for the purposes of the corporation, and to cause to be executed and delivered therefore, in the corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecation or other evidence of debt and securities therefore
.
 
SECTION 2.
NUMBER AND QUALIFICATION OF DIRECTORS
. The authorized number of directors shall be three (3) until changed by amendment of the Articles or by a bylaw duly adopted by approval of the outstanding shares amending this Section 2.

SECTION 3.
ELECTION AND TERM OF OFFICE
. The directors shall be elected at each annual meeting of shareholders but if any such annual meeting is not held or the directors are not elected the shareholders may elect a director or directors at any time to fill any vacancy or vacancies. Any such election by written consent requires the consent of a majority of the outstanding shares entitled to vote. If the Board accepts the resignation of a director tendered to take effect at a future time, the shareholders shall have power to elect a successor to take office when the resignation is to become effective.
No reduction of the authorized number of directors shall have the effect of removing any director prior to the expiration of the director's term of office.

SECTION 4.
PLACE OF MEETING
. Any meeting of the Board shall be held at any place within or without the State of Nevada which has been designated from time to time by the Board. In the absence of such designation meetings shall be held at the principal executive office of the corporation.

SECTION 5.
REGULAR MEETINGS
. Immediately following each annual meeting of shareholders the Board shall hold a regular meeting for the purpose of organization, selection of a Chairman of the Board, election of officers, and the transaction of other business. Call and notice of such regular meeting is hereby dispensed with.
 
 
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SECTION 6.
SPECIAL MEETINGS
. Special meetings of the Board for any purposes may be called at any time by the Chairman of the Board, the President, or the Secretary or a majority of the directors. Special meetings of the Board shall be held upon at least four (4) days written notice or forty-eight (48) hours’ notice given personally or by telephone, telegraph, telex or other similar means of communication. Any such notice shall be addressed or delivered to each director at such director's address as it is shown upon the records of the Corporation or as may have been given to the Corporation by the director for the purposes of notice.

SECTION 7.
QUORUM.
A majority of the authorized number of directors constitutes a quorum of the Board for the transaction of business, except to adjourn as hereinafter provided. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board, unless a greater number be required by law or by the Articles of Incorporation. A meeting at which a quorum is initially present may continue to transact business notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the number of directors required as noted above to constitute a quorum for such meeting.

SECTION 8.
PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board may participate in a meeting through use of conference telephone or similar communications equipment, so long as all members participating in such meeting can hear one another.
 
SECTION 9.
WAIVER OF NOTICE
. The transactions of any meeting of the Board, however called and noticed or wherever held, are as valid as though had at a meeting duly held after regular call and notice if a quorum be present and if, either before or after the meeting, each of the directors not present signs a written waiver of notice, a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made part of the minutes of the meeting.

SECTION 10.
ADJOURNMENT.
A majority of the directors present, whether or not a quorum is present, may adjourn any directors' meeting to another time and place. Notice of the time and place of holding an adjourned meeting need not be given to absent directors if the time and place be fixed at the meeting being adjourned. If the meeting is adjourned for more than forty-eight (48) hours, notice of any adjournment to another time or place shall be given prior to the time of the adjourned meeting to the directors who were not present at the time of adjournment.

SECTION 11.
FEES AND COMPENSATION.
Directors and members of committees may receive such compensation, if any, for their services, and such reimbursement for expenses, as may be fixed or determined by the Board.

SECTION 12.
ACTION WITHOUT MEETING
. Any action required or permitted to be taken by the Board may be taken without a meeting if all members of the Board shall individually or collectively consent in writing to such action. Such consent or consents shall have the same effect as a unanimous vote of the Board and shall be filed with the minutes of the proceedings of the Board.

SECTION 13.
COMMITTEES.
The board may appoint one or more committees, each consisting of two or more directors, and delegate to such committees any of the authority of the Board except with respect to:
(a) The approval of any action which requires shareholders' approval or approval of the outstanding shares;
(b) The filling of vacancies on the Board or on any committees;
(c) The fixing of compensation of the directors for serving on the Board or on any committee;
(d) The amendment or repeal of bylaws or the adoption of new bylaws;
(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable by a committee of the board;
(f) A distribution to the shareholders of the corporation;
(g) The appointment of other committees of the Board or the members thereof.
Any such committee must be appointed by resolution adopted by a majority of the authorized number of directors and may be designated an Executive Committee or by such other name as the Board shall specify. The Board shall have the power to prescribe the manner in which proceedings of any such committee shall be conducted. Unless the Board or such committee shall otherwise provide, the regular or special meetings and other actions of any such committee shall be governed by the provisions of this Article applicable to meetings and actions of the Board. Minutes shall be kept of each meeting of each committee.
 
 
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ARTICLE IV
OFFICERS

SECTION 1.
OFFICERS.
The officers of the corporation shall be the Chief Executive Officer, a president, a secretary and a Chief Financial Officer/ treasurer. The corporation may also have, at the discretion of the Board, one or more vice-presidents, one or more assistant vice presidents, one or more assistant secretaries, one or more assistant treasurers and such other officers as may be elected or appointed in accordance with the provisions of Section 3 of this Article.

SECTION 2.
ELECTION.
The officers of the corporation, except such officers as may be elected or appointed in accordance with the provisions of Section 3 or Section 5 of this Article, shall be chosen annually by, and shall serve at the pleasure of, the Board, and shall hold their respective offices until their resignation, removal or other disqualification from service, or until their respective successors shall be elected.

SECTION 3.
SUBORDINATE OFFICERS.
The Board may elect, and may empower the Chief Executive Officer to appoint, such other officers as the business of the corporation may require, each of whom shall hold office for such period, have such authority, and perform such duties as are provided in these bylaws or as the Board, or the Chief Executive Officer may from time to time direct.

SECTION 4.
REMOVAL AND RESIGNATION.
Any officer may be removed, either with or without cause, by the Board of Directors at any time, or, except in the case of an officer chosen by the Board, by any officer upon whom such power of removal may be conferred by the Board. Any officer may resign at any time by giving written notice to the corporation. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein. The acceptance of such resignation shall be necessary to make it effective.

SECTION 5.
VACANCIES.
A vacancy of any office because of death, resignation, removal, disqualification, or any other cause shall be filled in the manner prescribed by these bylaws for the regular election or appointment to such office.

SECTION 6.
CEO.
The CEO shall be the chief executive officer and general manager of the corporation. The CEO shall preside at all meetings of the shareholders and, in the absence of the Chairman of the Board at all meetings of "the Board. The CEO has the general powers and duties of management usually vested in the chief executive officer and the general manager of a corporation and such other powers and duties as may be prescribed by the Board.
 
SECTION 7.
PRESIDENT.
In the absence or disability of the CEO, the President, shall perform all the duties of the CEO, and when so acting shall have all the powers of, and be subject to all the restrictions upon the CEO. The President shall have such other powers and perform such other duties as from time to time may be prescribed for them respectively by the CEO or the Board
.
 
SECTION 8.
SECRETARY.
The Secretary shall keep or cause to be kept, at the principal executive offices and such other place as the Board may order, a book of minutes of all meetings of shareholders, the Board, and its committees, with the time and place of holding, whether regular or special, and, if special, how authorized, the notice thereof given, the names of those present at Board and committee meetings, the number of shares present or represented at shareholders' meetings, and proceedings thereof. The Secretary shall keep, or cause to be kept, a copy of the bylaws of the corporation at the principal executive office of the corporation. The Secretary shall keep, or cause to be kept, at the principal executive office, a share register, or a duplicate share register, showing the names of the shareholders and their addresses, the number and classes of shares held by each, the number and date of certificates issued for the same, and the number and date of cancellation of every certificate surrendered for cancellation.
 
The Secretary shall give, or cause to be given, notice of all the meetings of the shareholders and of the Board and any committees thereof required by these bylaws or by law to be given, shall keep the seal of the corporation in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board.
 
 
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SECTION 9.
TREASURER.
The Treasurer is the chief financial officer (CFO of the corporation and shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and financial-transactions of the corporation, and shall send or cause to be sent to the shareholders of the corporation such financial statements and reports as are by law or these bylaws required to be sent to them.
The Treasurer shall deposit all monies and other valuables in the name and to the credit of the corporation with such depositories as may be designated by the Board. The Treasurer shall disburse the funds of the corporation as may be ordered by the Board, shall render to the CEO and directors, whenever they request it, an account of all transactions as Treasurer and of the financial conditions of the corporation, and shall have such other powers and perform such other duties as may be prescribed by the Board.

SECTION 10.
AGENTS.
The CEO, President, the Secretary or Treasurer may appoint agents with power and authority, as defined or limited in their appointment, for and on behalf of the corporation to execute and deliver, and affix the seal of the corporation thereto, to bonds, undertakings, recognizance, consents of surety or other written obligations in the nature thereof and any said officers may remove any such agent and revoke the power and authority given to him.
 
ARTICLE V
OTHER PROVISIONS

SECTION 1.
DIVIDENDS.
The Board may from time to time declare, and the corporation may pay, dividends on its outstanding shares in the manner and on the terms and conditions provided by law, subject to any contractual restrictions on which the corporation is then subject.

SECTION 2.
INSPECTION OF BY-LAWS.
The Corporation shall keep in its Principal executive Office the original or a copy of these bylaws as amended to date which shall be open to inspection to shareholders at all reasonable times during office hours. If the Principal Executive Office of the corporation is outside the State of Nevada and the Corporation has no principal business office in such State, it shall upon the written notice of any shareholder furnish to such shareholder a copy of these bylaws as amended to date.

SECTION 3.
REPRESENTATION OF SHARES OF OTHER CORPORATIONS.
The CEO or any other officer or officers authorized by the Board or the CEO are each authorized to vote, represent, and exercise on behalf of the Corporation all rights incident to any and all shares of any other corporation or corporations standing in the name of the Corporation. The authority herein granted may be exercised either by any such officer in person or by any other person authorized to do so by proxy or power of attorney duly executed by said officer.

ARTICLE VI
INDEMNIFICATION

SECTION 1.
INDEMNIFICATION IN ACTIONS BY THIRD PARTIES.
Subject to the limitations of law, if any, the corporation shall have the Power to indemnify any director, officer, employee and agent of the corporation who was or is a party or is threatened to be made a party to any proceeding (other than an action by or in the right of to procure a judgment in its favor) against expenses, judgments, fines, settlements and other amounts actually and reasonably incurred in connection with such proceeding, provided that the Board shall find that the director, officer, employee or agent acted in good faith and in a manner which such person reasonably believed in the best interests of the corporation and, in the case of criminal proceedings, had no reasonable cause to believe the conduct was unlawful. The termination of any proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere shall not, of itself create a presumption that such person did not act in good faith and in a manner which the person reasonably believed to be in the best interests of the corporation or that such person had reasonable cause to believe such person's conduct was unlawful.
 
 
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SECTION 2.
INDEMNIFICATION IN ACTIONS BY OR ON BEHALF OF THE CORPORATION.
Subject to the limitations of law, if any, the Corporation shall have the power to indemnify any director, officer, employee and agent of the corporation who was or is threatened to be made a party to any threatened, pending or completed legal action by or in the right of the Corporation to procure a judgment in its favor, against expenses actually and reasonable incurred by such person in connection with the defense or settlement, if the Board of Directors determine that such person acted in good faith, in a manner such person believed to be in the best interests of the Corporation and with such care, including reasonable inquiry, as an ordinarily, prudent person would use under similar circumstances.

SECTION 3.
ADVANCE OF EXPENSES.
Expenses incurred in defending any proceeding may be advanced by the Corporation prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the officer, director, employee or agent to repay such amount unless it shall be determined ultimately that the officer or director is entitled to be indemnified as authorized by this Article.

SECTION 4.
INSURANCE.
The corporation shall have power to purchase and maintain insurance on behalf of any officer, director, employee or agent of the Corporation against any liability asserted against or incurred by the officer, director, employee or agent in such capacity or arising out of such person's status as such whether or not the corporation would have the power to indemnify the officer, or director, employee or agent against such liability under the provisions of this Article.

ARTICLE VII
AMENDMENTS

These bylaws may be altered, amended or repealed either by approval of a majority of the outstanding shares entitled to vote or by the approval of the Board; provided however that after the issuance of shares, a bylaw specifying or changing a fixed number of directors or the maximum or minimum number or changing from a fixed to a flexible Board or vice versa may only be adopted by the approval by an affirmative vote of not less than two-thirds of the corporation's issued and outstanding shares entitled to vote.
 
 
 
 
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fs12011ex5i_xunna.htm LEGAL OPINION WITH CONSENT


fs12011ex5i_xunna.htm

Exhibit 5.1
 
NOVI & WILKIN
ATTORNEYS AT LAW
1325 AIRMOTIVE WAY, STE 140
RENO, NV 89502
775-232-1950
775-201-8331 FAX



July 27, 2011

United States Securities and Exchange Commission
100 F Street
Washington, D.C. 20549

RE:  Legal Opinion Pursuant to SEC Form S-1 – XUNNA Information Technology Inc
       (The "Company"), a Nevada Corporation -

Ladies and Gentlemen:

I have acted as special counsel to the Company for the limited purpose of rendering this opinion in connection with the Registration Statement on Form S-1 and the Prospectus included therein (collectively the "Registration Statement") which is being filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act") with respect to the registration and proposed sale of up to 680,000 shares of Common Stock, par value $0.001 per share, which may be sold at a price of $0.01 per share, pursuant to a resolution of the Board of Directors dated April 1st, 2011 authorizing such issuance.
 
I was not engaged to prepare any portion of the Registration Statement, and although I have reviewed the Registration Statement for the purposes of writing the opinions contained herein, I express no opinion as to the accuracy or adequacy of the disclosure contained in the Registration Statement, other than the opinions related to the Registration Statement that are expressly stated herein.
 
In my capacity as special counsel to the Company, I have examined instruments, documents, and records, which I have deemed relevant and necessary for the basis of my opinion, including, but not limited to, the Certificate of Incorporation of the Company, the By-Laws of the Company, and the records of corporate proceedings relating to the issuance of Shares. Additionally, I have reviewed and made such other examinations of law and fact as I have deemed relevant to form the opinion under Nevada law hereinafter expressed.
 
I have examined such documents in light of the applicable laws of the State of Nevada, including the Nevada Constitution, all applicable provisions of Nevada statutes, and reported judicial decisions interpreting those laws.
 
In such examinations, I have assumed the legal capacity of all natural persons, the authenticity and completeness of all instruments submitted to me as original documents, the conformity to the authentic originals of all documents supplied to me as certified or photo static or faxed copies, and the genuineness of all signatures contained in the records, documents, instruments, and certificates I have reviewed.
 
In conducting my examination of documents executed by parties other than the Company, I have assumed that such parties had the power, corporate, limited liability company or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate, limited liability
company or other, and the due execution and delivery by such parties of such documents and that, to the extent such documents purport to constitute agreements, such documents constitute valid and binding obligations of such parties.
 
 
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Based upon and subject to the foregoing, I make the following opinion on the legality of the securities being registered. I am of the opinion that the Company has an authorized capitalization of 75,000,000 shares of Common Stock, $0.001 par value and 10,000,000 preferred, I am also of the opinion that the shares of Common Stock currently issued and outstanding are duly and validly issued and authorized as fully paid and non-assessable.
 
This opinion letter is limited to the status of shares to be issued under the Registration Statement, and no opinion is implied or may be inferred beyond the matters expressly stated.
 
I hereby consent to the filing of this opinion with the U.S. Securities and Exchange Commission as an Exhibit to the Registration Statement and to the reference to this firm under the heading "Experts" in the Prospectus. In giving this consent, I do not hereby admit that I am an "Expert" under the Act, or the rules and regulations of the SEC issued thereunder, with respect to any part of the Registration Statement, including this exhibit.


Regards,
 
/s/ Greg B. Wilkin
Greg B. Wilkin
 
 
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fs12011ex23i_xunna.htm CONSENT OF ACCOUNTANT


fs12011ex23i_xunna.htm

Exhibit 23.1
 
Patrizio & Zhao, LLC
Certified Public Accountants and Consultants
322 Route 46 West
Parsippany, NJ 07054
Tel: (973) 882-8810
Fax: (973) 882-0788
www.pzcpa.com

 
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
We consent to the use in the Registration Statement (Form S-1) pertaining to the registration of 680,000 shares of common stock of Xunna Information Technology Inc., of our report dated July 21, 2011 with respect to the financial statements of Xunna Information Technology Inc. for the period from March 22, 2011 (Date of inception) to June 30, 2011. We also consent to the reference to us under the heading "Experts" in the above referenced Registration Statement.
 
 
/s/ Patrizio & Zhao, LLC
 
Patrizio & Zhao, LLC
Certified Public Accountants and Consultants
 
Parsippany, New Jersey
July 28, 2011
Additional Files
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0001213900-11-003950.txt   Complete submission text file   833511
nevadaseal2i.jpg 6 GRAPHIC 12023
nevadaseallli.jpg 7 GRAPHIC 3422
nevadasecofstate.gif 8 GRAPHIC 40655

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