FORM 3
        
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Singman Jeffrey

2. Date of Event Requiring Statement (MM/DD/YYYY)
5/15/2012 

3. Issuer Name and Ticker or Trading Symbol

X-Factor Communications Holdings, Inc. [XFCH]

(Last)        (First)        (Middle)

3 EMPIRE BOULEVARD, 5TH FLOOR

4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            _____ 10% Owner
___ X ___ Officer (give title below)          _____ Other (specify below)
Chief Mktg & Sales Officer /

(Street)

SOUTH HACKENSACK, NJ 07606       

(City)              (State)              (Zip)
5. If Amendment, Date Original Filed (MM/DD/YYYY)

 

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person


Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4) 		2. Amount of Securities Beneficially Owned
(Instr. 4) 		3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5) 		4. Nature of Indirect Beneficial Ownership
(Instr. 5)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 4) 		2. Date Exercisable and Expiration Date
(MM/DD/YYYY) 		3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4) 		4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5) 		6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Common Stock Options   (1) 12/22/2006   (3) 12/21/2016   Common Stock   216810   $0.382   D    
Common Stock Options   (1) 3/1/2008   (3) 2/28/2018   Common Stock   72270   $0.692   D    
Common Stock Options   (1) 2/28/2009   (3) 2/27/2019   Common Stock   30452   $0.692   D    
Common Stock Options   (1) 5/28/2010   (3) 5/27/2020   Common Stock   124239   $0.908   D    
Warrant to purchase common stock   (2) 6/1/2011   (4) 5/31/2021   Common Stock   105735   $0.002   D    

Explanation of Responses:
( 1)  Represents options originally issued by X-Factor Communications, LLC ("X-Factor LLC") to purchase membership interests. On May 15, 2012, X-Factor Communications Holdings, Inc. (the "Company") completed a reverse merger transaction (the "Merger") pursuant to which the Company assumed the rights and obligations of all outstanding options to purchase X-Factor LLC membership interests, except that, from and after the closing of the Merger: (i) each option evidences the right to purchase a number of shares of common stock of the Company equal to the number of X-Factor LLC membership interests into which such options were exercisable multiplied by the exchange ratio and (ii) the exercise price is determined by dividing the exercise price in effect immediately prior to the closing by the exchange ratio.
( 2)  Represents warrants (the "Warrants") issued by X-Factor LLC to purchase membership interests. Upon the closing of the Merger, the Company assumed the rights and obligations under X-Factor LLC's outstanding Warrants, to purchase X-Factor LLC's membership interests, except that, from and after the closing of the Merger: (i) each Warrant evidences the right to purchase a number of shares of common stock of the Company equal to the number of X-Factor LLC membership interests into which such Warrants were exercisable immediately prior to the closing multiplied by the exchange ratio and (ii) the new exercise price for each share of common stock issuable upon exercise of such Warrant is determined by dividing the Warrant exercise price in effect immediately prior to the closing by the exchange ratio.
( 3)  Represents the date on which the options were exercisable for membership interests of X-Factor LLC. The options became exercisable for shares of common stock of the Company on May 15, 2012
( 4)  Represents the date on which the Warrants were exercisable for membership interests of X-Factor LLC. The Warrants became exercisable for shares of common stock of the Company on May 15, 2012

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Singman Jeffrey
3 EMPIRE BOULEVARD, 5TH FLOOR
SOUTH HACKENSACK, NJ 07606

Chief Mktg & Sales Officer

Signatures
/s/ Jeffrey Singman 5/25/2012
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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