UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

MARK ONE

[ X ] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the Quarterly Period ended ~~June~~ September 30, 2013 or

[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from ________ to ________

COMMISSION FILE NUMBER: 0-11772

SPO ~~MEDICAL~~ GLOBAL INC.

(Exact name of registrant specified in its charter)

Delaware

25-1411971

(State or other jurisdiction of incorporation or

organization)

(I.R.S. Employer Identification No.)

3 Gavish Street, POB 2454, Kfar Saba, Israel

(Address of principal executive offices, including zip code)

972-9-966-2520

(Registrant's telephone number, including area code)

~~Indicate by~~SPO ~~check~~MEDICAL mark whether the registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 daysINC. ~~Yes [ X ] No [ ]~~

~~Indicate~~ (Former name, byformer ~~check~~address ~~mark whether the registrant has submitted electronically~~ and ~~posted~~former onfiscal ~~its corporate Web site~~year, if ~~any,~~changed ~~every~~since ~~Interactive Data~~last ~~File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~report) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ X ] No [ ]~~

Indicate by check mark whether the registrant is(1) afiled ~~large~~all reports ~~accelerated~~required ~~filer,~~to anbe ~~accelerated~~filed ~~filer,~~by aSection ~~non-accelerated~~13 ~~filer~~ or a15(d) ~~Smaller reporting~~of ~~company.~~the ~~See~~Securities ~~the~~Exchange ~~definitions~~Act of ~~“large~~1934 ~~accelerated~~during ~~filer”,~~the ~~“accelerated~~preceding ~~filer”~~12 ~~and~~months ~~“smaller~~(or for ~~reporting~~such ~~company”~~shorter inperiod ~~Rule~~that ~~12b-~~the registrant was required to file such reports), and (2) ofhas been subject to such filing requirements for the ~~Exchange~~past ~~Act~~90 days. Yes [X] No [ ]

~~Large accelerated~~Indicate ~~filer~~by ~~[ ]~~check ~~Accelerated~~mark ~~filer~~whether ~~[ ]~~the ~~Non-accelerated~~registrant ~~filer~~has ~~[ ]~~submitted electronically ~~(Do~~and ~~not~~posted ~~check~~on its corporate Web site, if aany, ~~smaller~~every ~~reporting~~Interactive ~~company~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the ~~smaller~~registrant ~~reporting~~was ~~company [~~required to submit and post such files). Yes [X] No [ ]

Indicate by a check mark whether the registrant is a ~~shell~~large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. ~~(as~~See ~~defined~~the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act). ~~Yes [ ] No [ X ]~~

~~As of~~Large ~~August~~accelerated 8,filer ~~2013,~~[ ~~SPO~~] ~~Medical~~Accelerated ~~Inc.~~filer ~~had~~[ ~~outstanding~~] ~~93,025,271~~Non-accelerated ~~shares~~filer of[ ~~common~~] ~~stock,~~Smaller ~~par~~reporting ~~value~~company ~~$0.01~~[X] ~~per~~(Do ~~share.~~not check if a smaller reporting company)

Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No[X]

As of November 13, 2013, SPO Global Inc. had outstanding 5,155,608 shares of common stock, par value $0.01 per share.

INDEX PAGE

		PAGE
PART I — FINANCIAL INFORMATION		2
Forward Looking Statements		2
Item 1 - Financial Statements		F-1
Unaudited Condensed Interim Consolidated Balance Sheet June 30, 2013 and audited Consolidated balance sheet December 31, 2012		F-1
Unaudited Condensed Interim Consolidated Balance Sheet September 30, 2013 and audited Consolidated balance sheet December 31, 2012		F-1
Unaudited Condensed Interim Consolidated Statements of Operations for the three and six months ended June 30, 2013 and 2012		F-2
Unaudited Condensed Interim Consolidated Statements of Operations for the three and nine months ended September 30, 2013 and 2012		F-2
Unaudited Condensed Interim Consolidated Statements of Cash Flows for the six months ended June 30, 2013 and 2012		F-3
Unaudited Condensed Interim Consolidated Statements of Cash Flows for the nine months ended September 30, 2013 and 2012		F-3
Notes to Condensed Interim Consolidated Financial Statements		F-4
Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations		3
Item 4 - Controls and Procedures		6
PART II — OTHER INFORMATION		6
Item 2- Unregistered Sales of Equity Securities and Use of Proceeds		6
Item 3 - Defaults upon Senior Securities		7
Item 5 - Other Information
Item 6 – Exhibits		7
SIGNATURES		87

Explanatory Note

SPO Global Inc. implemented the previously approved 1-for-20 reverse stock split on October 7, 2013. All share and per share amounts and calculations in this Quarterly Report and the accompanying consolidated condensed financial statements have been retroactively adjusted to reflect the effects of the reverse stock split.

PART I - FINANCIAL INFORMATION

FORWARD LOOKING STATEMENTS

THE FOLLOWING DISCUSSION SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND RELATED NOTES CONTAINED ELSEWHERE IN THIS FORM 10-Q. CERTAIN STATEMENTS MADE IN THIS DISCUSSION ARE "FORWARD-LOOKING STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS CAN BE IDENTIFIED BY TERMINOLOGY SUCH AS "MAY," "WILL," "SHOULD," "EXPECTS," "INTENDS," "ANTICIPATES," "BELIEVES," "ESTIMATES," "PREDICTS," OR "CONTINUE" OR THE NEGATIVE OF THESE TERMS OR OTHER COMPARABLE TERMINOLOGY AND INCLUDE, WITHOUT LIMITATION, STATEMENTS BELOW REGARDING: THE COMPANY'S INTENDED BUSINESS PLANS; EXPECTATIONS AS TO PRODUCT PERFORMANCE; EXPECTATIONS AS TO MARKET ACCEPTANCE OF THE COMPANY'S PRODUCT ~~TECHNOLOGY~~LINES; AND BELIEF AS TO THE SUFFICIENCY OF CASH RESERVES. BECAUSE FORWARD-LOOKING STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, THERE ARE IMPORTANT FACTORS THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. THESE FACTORS INCLUDE, BUT ARE NOT LIMITED TO, SUFFICIENCY OF CASH RESERVES, THE COMPANY'S ABILITY TO OBTAIN ADDITIONAL NEEDED FINANCING; GOING CONCERN QUALIFICATIONS; MARKET ACCEPTANCE OF THE COMPANY’S PRODUCT LINES; THE COMPETITIVE ENVIRONMENT GENERALLY AND IN THE COMPANY'S SPECIFIC MARKET AREAS; CHANGES IN TECHNOLOGY; INFLATION; ECONOMIC CONDITIONS IN GENERAL AND IN THE COMPANY'S SPECIFIC MARKET AREAS; DEMOGRAPHIC CHANGES; CHANGES IN FEDERAL, STATE AND /OR LOCAL GOVERNMENT LAW AND REGULATIONS AFFECTING THE TECHNOLOGY; CHANGES IN OPERATING STRATEGY OR DEVELOPMENT PLANS; AND THE ABILITY TO ATTRACT AND RETAIN QUALIFIED PERSONNEL. ALTHOUGH THE COMPANY BELIEVES THAT EXPECTATIONS REFLECTED IN THE FORWARD-LOOKING STATEMENTS ARE REASONABLE, IT CANNOT GUARANTEE FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS. MOREOVER, NEITHER THE COMPANY NOR ANY OTHER PERSON ASSUMES RESPONSIBILITY FOR THE ACCURACY AND COMPLETENESS OF THESE FORWARD-LOOKING STATEMENTS. THE COMPANY IS UNDER NO DUTY TO UPDATE ANY FORWARD-LOOKING ~~STATEMENTS~~ STATEMENTS AFTER THE DATE OF THIS REPORT TO CONFORM SUCH STATEMENTS TO ACTUAL RESULTS.

~~ITEM 1~~SPO GLOBAL INC. ~~FINANCIAL~~AND ~~STATEMENTS~~ITS SUBSIDIARY

SPO MEDICAL INC. AND ITS SUBSIDIARY

CONDENSED INTERIM CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands except share data)

	June 30,				December 31,
			September 30,				December 31,
	~~2013~~		2013		~~2012~~		2012
	~~Unaudited~~		Unaudited
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	~~244~~	$	236	$	24	$	24
Accounts receivable - trade		1				—
Prepaid expenses and other accounts receivable				20				10
Prepaid expenses and other accounts receivable		25				10
				256				34
		270				34
LONG TERM INVESTMENTS
LONG TERM INVESTMENTS
Severance pay fund				152				142
Severance pay fund		148				142
PROPERTY AND EQUIPMENT, NET				21				—
		148				142
Total net assets			$	429			$	176
Total net assets	$	418			$	176
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
LIABILITIES AND STOCKHOLDERS’ DEFICIENCY
Current Liabilities
Current Liabilities
Short-term loans			$	944			$	1,081
Short-term loans	$	1,492			$	1,081
Trade payables				123				5
Trade payables		59				5
Employees and Payroll accruals				718				563
Employees and Payroll accruals		662				563
Accrued expenses and other liabilities				494				502
Accrued expenses and other liabilities		488				502
				2,279				2,151
		2,701				2,151
Long-Term Liabilities
Long-Term Liabilities
Warrants to issue shares				—				18
Warrants to issue shares	(*)	—				18
Long-Term Loans				518				375
Long-Term Loans		—				375
Accrued severance pay				257				235
Accrued severance pay		251				235
				775				628
		251				628
COMMITMENTS AND CONTINGENT LIABILITIES
COMMITMENTS AND CONTINGENT LIABILITIES
STOCKHOLDERS’ DEFICIENCY
STOCKHOLDERS’ DEFICIENCY
Preferred stock $0.01 par value
Preferred stock of $0.01 par value
Authorized - 2,000,000 shares, issued and outstanding - 100 and 0 Series A shares at September 30, 2013 and December 31, 2012, respectively			(*)	—				—
Authorized - 2,000,000 shares, issued and outstanding - none
Common stock $0.01 par value-
Common stock $0.01 par value-
Authorized - 100,000,000 shares, issued and outstanding - 4,969,148 and 2,823,177 shares as at September 30, 2013 and December 31, 2012, respectively			(**)	50			(**)	28
Authorized - 100,000,000 shares, issued and outstanding - 79,806,254 and 56,463,544 shares as at June 30, 2013 and December 31, 2012, respectively		798				565
Additional paid-in capital			(**)	18,825			(**)	18,369
Additional paid-in capital		17,997				17,832
Accumulated deficit				(21,500	)			(21,000	)
Accumulated deficit		(21,329	)			(21,000	)
				(2,625	)			(2,603	)
		(2,534	)			(2,603	)
Total liabilities and stockholders’ deficiency			$	429			$	176
Total liabilities and stockholders’ deficiency	$	418			$	176
(*) Less than 1

(*) Less than $1

(**) The number of shares have been adjusted retroactively to reflect the one for twenty reverse split of our shares of common stock implemented on October 7, 2013.

The accompanying notes to these financial statements are an integral part thereof.

F-1

SPO ~~MEDICAL~~ GLOBAL INC. AND ITS SUBSIDIARY

CONDENSED INTERIM CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands except share data)

	Three months ended June 30,						Six months ended June 30,
	Three months ended September 30,						Nine months ended September 30,
	2013			2012			2013			2012
	Unaudited						Unaudited
Revenues	$	~~100~~245		$	—278		$	~~249~~494		$	—278
Cost of revenues		85199			—231			~~210~~409			—231
Gross profit		1546			—47			3985			—47
Operating expenses
Selling and marketing	$	17		$	125		$	17		$	257
Research and development	$	—		$	5		$	—		$	5
General and administrative		97			79			213			137
Selling and marketing		18			125			35			382
Total operating expenses		114			204			230			394
General and administrative		138			83			351			220
Operating loss		(99	)		(204	)		(191	)		(394	)
Total operating expenses		156			213			386			607
Financial income (expense), net		(83	)		(25	)		(138	)		(85	)
Operating loss		(110	)		(166	)		(301	)		(560	)
Net Loss for the period	$	(182	)	$	(229	)	$	(329	)	$	(479	)
Financial expense, net		(61	)		(5	)		(199	)		(90	)
Basic and diluted loss per share	$	(0.00	)	$	(0.01	)	$	(0.01	)	$	(0.01	)
Net Loss for the period	$	(171	)	$	(171	)	$	(500	)	$	(650	)
Weighted average number of shares outstanding used in computation of basic loss per share		70,861,109			41,779,650			65,422,210			40,676,872
Basic and diluted loss per share (*)	$	(0.04	)	$	(0.08	)	$	(0.13	)	$	(0.31	)
Weighted average number of shares outstanding used in computation of basic loss per share (*)		4,671,544			2,232,487			3,744,787			2,100,786
(*) The number of shares have been adjusted retroactively to reflect the one for twenty reverse split of our shares of common stock implemented on October 7, 2013.

The accompanying notes to these financial statements are an integral part thereof.

F-2

SPO ~~MEDICAL~~ GLOBAL INC. AND ITS SUBSIDIARY

AND ITS SUBSIDIARY

CONDENSED INTERIM STATEMENTS OF CASH FLOWS

(U.S. dollars in thousands)

	Six months ended June 30,
	Nine months ended September 30,
	2013			2012
	Unaudited
Cash Flows from Operating Activities
Net Loss for the period	$	(~~329~~500	)	$	(~~479~~650	)
Adjustments to reconcile loss to net cash used in operating activities:
Non-cash expenses related to convertible debt		61			40
Depreciation		8			—
Stock-based compensation expenses related to employees, service providers		—			253
Non-cash expenses related to convertible debt		91			57
Non-cash expense related to warrants to issue shares		(18	)		17
Stock-based compensation expenses related to employees, service providers		—			378
Non-cash expense related to warrants to issue shares		(18	)		(1	)
Changes in assets and liabilities:
Increase in accrued interest payable on loans		3152			3824
(Increase) in accounts receivables		(1	)		—
(Increase) in prepaid expenses and other receivables		(10	)		(7	)
(Increase) in prepaid expenses and other receivables		(15	)		(10	)
Increase in trade payables		118			6
Increase in trade payables		54			11
Increase in accrued severance pay, net		12			5
Increase in accrued severance pay, net		10			8
Increase (decrease) in accrued expenses and other liabilities		171			(62	)
Increase (decrease) in accrued expenses and other liabilities		109			(58	)
Net cash used in operating activities		(76	)		(250	)
Net cash used in operating activities		(98	)		(180	)
Cash Flows from Investing Activities
Purchase of property		(29	)		—
Net cash used in investing activities		(29	)		—
Cash Flows from Financing Activities
Proceeds from sale of shares and warrants, net of issuance costs		227			—
Payments of loans		(1314	)		(1826	)
Proceeds from loan		104			~~175~~316
Net cash provided by financing activities		~~318~~317			~~157~~290
Increase (decrease) in cash and cash equivalents		220			(23	)
Increase in cash and cash equivalents		212			40
Cash and cash equivalents at the beginning of the period		24			37
Cash and cash equivalents at the end of the period	$	~~244~~236		$	1477
Non cash transactions
Conversion of convertible debt to shares	$	67135		$	3768
Exercise of warrants in consideration of concession of debt	$	24		$	22
Discount on convertible notes recognized to beneficial conversion feature	$	80		$	—
Reduced exercise price of warrants in consideration of concession of debt	$	12		$	—
Supplemental Disclosure of Cash Flow Information:
Cash paid during the period for:
Interest	$	3459		$	1421

The accompanying notes to these financial statements are an integral part thereof.

F-3

SPO ~~MEDICAL~~ GLOBAL INC. AND ITS SUBSIDIARY

NOTES TO FINANCIAL STATEMENTS

(U.S. dollars in thousands (except share data))

NOTE 1 - General

SPO ~~Medical~~ Global Inc. (hereinafter referred to as "SPO" or the "Company") is engaged in the design, development and marketing of non-invasive pulse oximetry technologies to measure blood oxygen saturation and heart rate. The applications are marketed, in the following sectors; professional medical care, homecare, sports, safety and search & rescue.

The Company was originally incorporated under the laws of the State of Delaware in September 1981 under the name "Applied DNA Systems, Inc." On November 16, 1994, the Company changed its name to "Nu-Tech Bio-Med, Inc." On December 23, 1998, the Company changed its name to "United Diagnostic, Inc." Effective April 21, 2005, the Company acquired (the "Acquisition Transaction") 100% of the outstanding capital stock of SPO Medical Equipment Ltd., a company incorporated under the laws of the State of Israel ("SPO Ltd."), pursuant to a Capital Stock Exchange Agreement dated as of February 28, 2005 between the Company, SPO Ltd. and the shareholders of SPO Ltd., as amended and restated on April 21, 2005 (the "Exchange Agreement"). In exchange for the outstanding capital stock of SPO Ltd., the Company issued to the former shareholders of SPO Ltd. a total of 5,769,106 (288,456 post reverse stock split) shares of the Company's common stock, par value $0.01 per share ("Common Stock"), representing approximately 90% of the Common Stock then issued and outstanding after giving effect to the Acquisition Transaction. As a result of the Acquisition Transaction, SPO Ltd. became a wholly owned subsidiary of the Company as of April 21, 2005 and, subsequent to the Acquisition Transaction, the Company changed its name to "SPO Medical Inc.". Upon consummation of the Acquisition Transaction, the Company effectuated a forward subdivision of the Company's Common Stock issued and outstanding on a 2.65285:1 basis.

The merger between UNDI and the SPO Ltd. was accounted for as a reverse merger. As the shareholders of SPO Ltd. received the largest ownership interest in the Company, SPO Ltd. was determined to be the "accounting acquirer" in the reverse acquisition. As a result, the historical financial statements of the Company were replaced with the historical financial statements of the SPO Ltd.

Effective October 4, 2013, the Company changed its corporate name to “SPO Global Inc.”.

The Company implemented the previously approved 1-for-20 reverse stock split on October 7, 2013. All share and per share amounts and calculations in these financial statements have been retroactively adjusted to reflect the effects of the reverse stock split.

NOTE 2 - Basis of Presentation

The accompanying un-audited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and with Rule 8-03 of Regulation S-X. These financial statements reflect all adjustments, consisting of normal recurring adjustments and accruals, which are, in the opinion of management, necessary for a fair presentation of the financial position of the Company as of ~~June~~September 30, 2013 and the results of operations and cash flows for the interim periods indicated in conformity with generally accepted accounting principles applicable to interim periods. Accordingly, certain information and footnote disclosures normally included in annual financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. Operating results for the three and ~~six~~nine months ended ~~June~~September 30, 2013, are not necessarily indicative of the results that may be expected for the year ~~ended~~ ended December 31, 2013.

Certain prior years' amounts have been reclassified in conformity with current year's financial statements.

NOTE 3 - Going Concern

As reflected in the accompanying financial statements, the Company’s operations for the six months ended June 30, 2013, resulted in a net loss of $329 and the Company’s balance sheet reflects a net stockholders’ deficit of $2,534. The Company’s ability to continue operating as a “going concern” is dependent on its ability to generate additional revenues or raise additional working capital. As disclosed in previous filings with the Securities and Exchange Commission, management has been attempting to raise additional cash from current and potential stockholders and, in May 2013, the Company raised net proceeds of $227 from accredited investors. While it has no commitments for additional amounts, the Company plans to continue its capital raising efforts. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

F-4

NOTE 3 - Going Concern

As reflected in the accompanying financial statements, the Company’s operations for the nine months ended September 30, 2013, resulted in a net loss of $500 and the Company’s balance sheet reflects a net stockholders’ deficit of $2,625. The Company’s ability to continue operating as a “going concern” is dependent on its ability to generate additional revenues or raise additional working capital. As disclosed in previous filings with the Securities and Exchange Commission, management has been attempting to raise additional cash from current and potential stockholders and, in May 2013, the Company raised net proceeds of $227 from accredited investors. While it has no commitments for additional amounts, the Company plans to continue its capital raising efforts. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.

NOTE 4 - Loans Payable

On January 4, 2013, the Company entered into a Convertible Note Agreement pursuant to which the Company received a loan in the principal amount of $32.5. The scheduled maturity date of the note is January 4, 2014. The note bears interest at a per annum rate of 8%. Commencing June 18, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of September 30, 2013 the Note was paid by conversion to stock.

On February 5, 2013, the Company entered into a Convertible Note Agreement pursuant to which the Company received an additional loan in the principal amount of $32.5 from the above referenced investor. The scheduled maturity date of the note is February 5, 2014. The note bears interest at a per annum rate of 8%. Commencing July 28, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date. As of September 30, 2013 the Note was paid by conversion to stock.

On April 12, 2013, the Company entered into a Convertible Note Agreement pursuant to which the Company received an additional loan in the principal amount of $32.5 from the above referenced investor. The scheduled maturity date of the note is April 12, 2014. The note bears interest at a per annum rate of 8%. Commencing October 9, 2013, the Investor is entitled to convert all or any part of the outstanding and unpaid principal amount on the note, as well as the interest accrued, into shares of the Company’s Common Stock at a conversion rate equal to 55% of the average of the five lowest closing sale prices during the ten days preceding the conversion date.

The Company negotiated new payment terms for certain loans with principal balances totaling $75. The original due dates ranging from September through November 2013 were extended for an additional 18 months. The conversion prices of these loans were changed to $0.025 ($0.50 post reverse stock split).

The Company negotiated new payment terms for certain loans with principal balances totaling $425. The original due dates ranging from June through November 2013 were extended for an additional 18 months. The conversion prices of these loans and the exercise prices of associated warrants were changed to $0.025 ($0.50 post reverse stock split).

NOTE 5 - Stockholders Equity

Issuance of Securities

On May 8, 2013, the Company entered into a Subscription Agreement with two accredited investors (the “Investors”), pursuant to which the Company sold and issued to the Investors (the “Private Placement”) a total of 10,000,000 (500,000 post reverse stock split) shares of the Company's Common Stock for proceeds of $227, net of issuance expenses. In connection with the Private Placement, warrants (the “Warrants”) for an additional 5,000,000 ~~shares~~(250,000 post reverse stock split) shares of the Company’s Common Stock were issued to one of the Investors. The Warrants are exercisable through May 8, 2018 at a per share exercise price of $0.10 ($2.00 post reverse stock split).

On May 29, 2013, the Company issued 2,366,639 shares to satisfy an obligation to issue shares.

During the six months ended June 30, 2013, the Company issued 10,976,071 shares of its common stock upon conversion of $67 in principal and accrued interest of convertible promissory notes.

NOTE 6 - Financial Expenses

Financial expenses for the six months ended June 30, 2013 and 2012 are comprised of the following:

	2013			2012
Non-cash expenses related to conversion features	$	(61	)	$	(40	)
Non-cash expenses related to warrants to issue shares		18			(7	)
Interest in respect of debt instruments		(65	)		(52	)
Exchange rate differences caused by fluctuations in the exchange rate with the New Israeli Shekel ("NIS") on liabilities denominated in NIS held by the subsidiary		(30	)		14
		(138	)		(85	)

F-5

~~ITEM~~ On May 29, 2013, the Company issued 2.,366,639 (118,332 ~~MANAGEMENT'S~~post ~~DISCUSSION~~reverse ~~AND~~stock ~~ANALYSIS~~split) OFshares ~~FINANCIAL~~to ~~CONDITION~~satisfy ~~AND~~an ~~RESULTS~~obligation OFto ~~OPERATIONS~~ issue shares.

~~THE~~On ~~FOLLOWING~~August ~~DISCUSSION~~26, ~~SHOULD~~2013, BEthe ~~READ~~Company INdesignated ~~CONJUNCTION~~100 ~~WITH~~shares ~~OUR~~of ~~FINANCIAL~~its ~~STATEMENTS~~preferred ~~AND~~stock ~~THE~~as ~~NOTES~~Series ~~RELATED~~A TOPreferred ~~THOSE~~Stock, ~~STATEMENTS~~par value $0.01 ~~SOME~~per share OF(the ~~OUR~~“Series ~~DISCUSSION~~A ISPreferred ~~FORWARD-LOOKING~~Stock”). Among ~~AND~~other ~~INVOLVES~~things, ~~RISKS~~the ~~AND~~Certificate ~~UNCERTAINTIES~~of Designation for the Series A Preferred Stock provides that each one share of Series A Preferred Stock has voting rights equal to (x) 0.019607 ~~FOR~~multiplied ~~INFORMATION~~by ~~REGARDING~~the total ~~RISK~~issued ~~FACTORS~~and ~~THAT~~outstanding ~~COULD~~Common ~~HAVE~~Stock eligible to vote at the time of the respective vote (the "Numerator"), divided Aby ~~MATERIAL~~(y) ~~ADVERSE~~0.49, ~~EFFECT~~minus ON(z) ~~OUR~~the ~~BUSINESS~~Numerator. On August 26, ~~REFER~~2013, TOthe ~~THE~~Company ~~RISK~~entered ~~FACTORS~~into ~~SECTION~~a OFPreferred ~~THE~~Stock ~~ANNUAL~~Purchase ~~REPORT~~Agreement pursuant ONto ~~FORM~~which ~~10-K~~it ~~FOR~~issued ~~THE~~one ~~YEAR~~hundred ~~ENDED~~(100) shares of its Series A Preferred Stock to its Chief Executive Officer. The Series ~~DECEMBER~~A ~~31,~~Preferred ~~2012~~Stock has no economic value and was issued solely for voting purposes.

~~OVERVIEW~~During the nine months ended September 30, 2013, the Company issued 30,552,769 (1,527,639 post reverse stock split) shares of its common stock upon conversion of $135 in principal and accrued interest of convertible promissory notes.

~~SPO Medical~~The ~~Inc. (“we” or the “~~Company”) isdeclared ~~engaged~~a in1-for-20 ~~the~~reverse ~~design,~~stock ~~development~~split ~~and~~with ~~marketing~~an ~~of non-invasive~~effective ~~pulse~~date ~~oximetry~~of ~~technologies~~October to7, ~~measure blood oxygen saturation and heart rate~~2013. WeAll ~~have~~share ~~developed~~ and ~~patented~~per ~~proprietary~~share ~~technology that~~amounts ~~enables the measurement of heart rate~~ and ~~oxygen~~calculations ~~saturation levels~~ in ~~the~~these ~~blood,~~financial ~~which~~statements ishave ~~known~~been ~~as Reflectance Pulse Oximetry~~retroactively ~~(RPO).~~adjusted ~~Using RPO, a sensor can be positioned on various body parts, hence minimizing problems from motion artifacts and poor perfusion. The unique design features contribute~~ to ~~substantially~~reflect ~~lower power requirements and enhance wireless, stand-alone configurations facilitating expanded commercial possibilities. As of August 2013, we held 12 patents issued by~~ the ~~United~~effects ~~States Patent and Trademark Office ("USPTO") covering various aspects~~ of ~~our technologies. Our technologies are currently applied to products that are designed for use by in~~ the ~~homecare,~~reverse ~~professional~~stock ~~medical care, sports, safety and search and rescue markets~~split.

~~We are~~NOTE primarily engaged in developing, manufacturing and licensing our technology to third parties for integration with products in the general wellness, recreational, baby monitoring and sports monitoring fields. We pursue joint ventures, OEM type arrangements, research and or subcontracting agreements relating to our oximetry technology with respect to the general wellness, recreational, baby monitoring and sports monitoring fields. Since August 2012, we have partnered with HoMedics LLC, a distributor and manufacturer of leading brands in an array of consumer health, wellness and electronic lifestyle categories throughout the Americas, Europe, the Asia6 -~~Pacific region, Africa and the Middle-East, for the distribution of a private labeled, over the counter pulse oximeter~~ Financial ~~for non-medial consumer wellness applications.~~Expenses

~~We are~~Financial ~~currently~~expenses ~~focused~~for ~~on exploiting~~ the ~~sports~~nine ~~and~~months ~~wellness~~ended ~~markets~~September by30, ~~developing cutting edge products based on our proprietary~~2013 ~~technology.~~and ~~These~~2012 are ~~multibillion~~comprised ~~dollar~~of ~~markets~~the ~~which we intend to penetrate with our disruptive technologies. Our current products under development include an innovative wellness watch, a baby monitoring unit and a sports watch.~~following:

The SPO sports watch has been designed to measure continuous heart-rate wirelessly, without the need to wear a conventional chest strap. This is a major and unique practical advantage over current products that we believe exist in the general leisure and wellness market. As importantly, the sports watch will be able to read the heart rate without the sports enthusiast ceasing his physical activity. This will be made possible through the use of SPO’s patented reflectance technology. Subject to raising significant additional funds, of which no assurance can be provided, we anticipate that the product should become commercially available during 2014.

	2013			2012
Non-cash expenses related to convertible debt	$	(91	)	$	(57	)

Non-cash expenses related to warrants to issue shares		18			11

Interest in respect of debt instruments		(111	)		(84	)

Exchange rate differences caused by fluctuations in the exchange rate with the New Israeli Shekel (“NIS”) on liabilities denominated in NIS held by the subsidiary		(15	)		7

Forgiven interest		—			33
	$	(199	)	$	(90	)

~~In addition~~NOTE to the sports watch, we have commenced commercialization of an innovative wellness watch that measures the number of activities and calories burned by an individual performs on a given day. The watch, designed for both children and adults, features a display function to continuously measure the number of daily activities against preset recommended goals. SPO has designed and patented the functionality of the watch to be an affordable, simple7 -~~to-use, fashion accessory to encourage users to increase~~ Subsequent their mobility and overall wellness and to wear it with pride. In December 2011, we signed an exclusive agreement with a large private time-piece manufacture to manufacture and sell our wellness watch to department stores, mid-tier mass-market and food & drug stores throughout North America. The agreement specifies that the manufacturer will finance all costs associated with bringing the wellness watch to the marketplace. We and the manufacturer have agreed to divide the profit margin from the sale of the wellness watch net of all costs associated with manufacturing and marketing of the product.Event

3Effective October 7, 2013, the Company implemented a 1-for-20 reverse stock split.

~~In addition, we are developing an innovative home~~F-baby monitoring device for continuous measurement of wellness information to the parent or caregiver, while the baby is sleeping. This parental reassurance tool gives the company a technological competitive edge in providing an innovative, high performance solution for a market application that is applicable to most family homes. Subject to raising significant additional funds, of which no assurance can be provided, we believe that the product could become commercially available during 2014.6

~~Current Operational~~ITEM ~~Highlights~~2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~We recorded~~THE ~~revenues~~FOLLOWING ofDISCUSSION ~~$316,000~~SHOULD ~~for~~BE ~~the~~READ ~~year~~IN ~~ended~~CONJUNCTION ~~December~~WITH OUR ~~2012~~FINANCIAL ~~and~~STATEMENTS ~~$249,000~~AND ~~for~~THE ~~the~~NOTES ~~six~~RELATED ~~months~~TO ~~ended~~THOSE ~~June~~STATEMENTS. ~~30,~~SOME ~~2013.~~OF ~~All~~OUR ~~revenues to~~DISCUSSION ~~date~~IS ~~are~~FORWARD-LOOKING ~~primarily~~AND ~~attributable~~INVOLVES toRISKS AND ~~the~~UNCERTAINTIES. ~~arrangement~~FOR ~~with~~INFORMATION ~~HoMedics.~~REGARDING AsRISK ofFACTORS ~~June~~THAT ~~30,~~COULD ~~2013,~~HAVE weA ~~had~~MATERIAL aADVERSE ~~backlog~~EFFECT ofON ~~approximately~~OUR ~~$249~~BUSINESS,~~000, consisting~~ ofREFER ~~orders~~TO ~~for~~THE RISK ~~additional~~FACTORS ~~units~~SECTION ofOF ~~our~~THE ~~wellness~~ANNUAL ~~product~~REPORT ~~that~~ON weFORM ~~expect~~10-K toFOR ~~deliver~~THE ~~during~~YEAR ~~the~~ENDED ~~third~~DECEMBER ~~quarter~~31, ~~of 2013~~2012.

We have generated significant operating losses since inception and we have a limited operating history upon which an evaluation of our prospects can be made. Our prospects must therefore be evaluated in light of the problems, expenses, delays and complications associated with a development stage company.OVERVIEW

~~In May~~SPO ~~2013,~~Global Inc. (“we” ~~raised~~or ~~$250,000 from~~ the ~~sale~~“Company”) ofis ~~our~~engaged ~~securities~~in tothe ~~two~~design, ~~accredited~~development ~~investors.~~and ~~However,~~marketing weof ~~need~~non-invasive topulse ~~raise additional~~oximetry ~~funds~~technologies into ~~order~~measure toblood ~~realize~~oxygen insaturation ~~full~~and ~~our~~heart ~~business~~rate. ~~plan~~We ashave ~~well~~developed asand ~~pay~~patented ~~outstanding~~proprietary ~~loans~~technology inthat enables the ~~approximate~~measurement ~~amount~~ of ~~$1,492,000~~heart ~~which mature~~rate byand ~~June~~oxygen ~~30,~~saturation ~~2014.~~levels Inin ~~January~~the ~~2010~~blood, wewhich ~~restructured~~is ~~our~~known ~~operations~~as inReflectance anPulse ~~attempt~~Oximetry to(RPO). ~~focus~~Using RPO, ~~primarily~~a onsensor ~~our~~can ~~core~~be ~~technology for~~positioned ~~non-medical~~on ~~market~~various ~~operations.~~body ~~As of August 2013~~parts, wehence ~~had~~minimizing ~~two~~problems ~~employees~~from ~~working~~motion onartifacts aand ~~full-time~~poor ~~basis~~perfusion. ~~In addition, all research~~The ~~and~~unique ~~development~~design ~~activities~~features ~~are~~contribute ~~performed~~to onsubstantially alower ~~sub-contracted~~power ~~basis.~~requirements Ifand weenhance ~~are unable to raise additional capital~~wireless, itstand-alone ~~may~~configurations ~~be necessary~~facilitating ~~for~~expanded uscommercial topossibilities. ~~take~~As ~~further~~of ~~cost~~November ~~cutting~~2013, ~~measures~~we toheld ~~reduce~~12 ~~our~~patents ~~cash~~issued ~~burn~~by ~~including~~the ~~laying-off~~United ~~additional~~States ~~personnel~~Patent and~~/or~~ ~~cease~~Trademark ~~operations~~Office ~~entirely.~~("USPTO") Nocovering ~~assurance~~various ~~can~~aspects beof ~~given~~our ~~that~~technologies. weOur ~~will~~technologies beare ~~able~~currently applied to ~~raise~~products ~~additional~~that ~~capital.~~are ~~These~~designed for ~~conditions~~use ~~raise~~by ~~substantial~~in ~~doubt about~~the ~~our~~homecare, ~~ability~~professional tomedical ~~continue~~care, assports, asafety ~~going~~and ~~concern~~search and rescue markets.

~~CRITICAL~~We ~~ACCOUNTING~~are ~~POLICIES~~primarily engaged in developing, manufacturing and licensing our technology to third parties for integration with products in the general wellness, recreational, baby monitoring and sports monitoring fields. We pursue joint ventures, OEM type arrangements, research and or subcontracting agreements relating to our oximetry technology with respect to the general wellness, recreational, baby monitoring and sports monitoring fields. Since August 2012, we have partnered with HoMedics LLC, a distributor and manufacturer of leading brands in an array of consumer health, wellness and electronic lifestyle categories throughout the Americas, Europe, the Asia-Pacific region, Africa and the Middle-East, for the distribution of a private labeled, over the counter pulse oximeter for non-medial consumer wellness applications.

~~The discussion~~We ~~and analysis of our financial condition and results of operations~~ are ~~based~~currently ~~upon~~focused ~~our~~on ~~unaudited consolidated financial~~exploiting ~~statements, which have been prepared in accordance with generally accepted accounting principles in~~ the ~~United~~sports ~~States. The preparation of these financial statements requires management to make estimates~~ and ~~judgments~~wellness ~~that~~markets ~~affect~~by ~~the~~developing ~~reported~~cutting ~~amounts~~edge ofproducts ~~assets, liabilities,~~based ~~revenues~~on ~~and~~our ~~expenses,~~proprietary ~~and related disclosure of contingent assets and liabilities~~technology. OnThese anare ~~on-going basis, we evaluate~~multibillion ~~our~~dollar ~~estimates,~~markets ~~including~~which ~~those~~we ~~related~~intend to ~~revenue~~penetrate ~~recognition,~~with ~~bad~~our ~~debts,~~disruptive ~~investments, intangible assets and income taxes~~technologies. Our ~~estimates~~ ~~are~~current ~~based~~products onunder ~~historical~~development ~~experience~~include ~~and~~an innovative onwellness ~~various~~watch, ~~other~~a ~~assumptions~~baby ~~that~~monitoring ~~are~~unit ~~believed~~and toa besports ~~reasonable under the circumstances~~watch. ~~Actual results may differ from these estimates.~~

We The SPO sports ~~have~~watch ~~identified~~has ~~the~~been ~~accounting~~designed ~~policies~~to ~~below~~measure ascontinuous ~~critical~~heart-rate wirelessly, without the need to ~~our~~wear ~~business~~a ~~operations~~conventional chest strap. This is a major and unique practical advantage over current products that we believe exist in the ~~understanding~~general leisure and wellness market. As importantly, the sports watch will be able to read the heart rate without the sports enthusiast ceasing his physical activity. This will be made possible through the use of ~~our~~SPO’s ~~results~~patented reflectance technology. Subject to raising significant additional funds, of ~~operations~~which no assurance can be provided, we anticipate that the product should become commercially available during 2014.

~~REVENUE~~In addition to the ~~RECOGNITION~~sports watch, we launched an innovative wellness watch that measures the number of activities and calories burned by an individual performs on a given day. The watch, designed for both children and adults, features a display function to continuously measure the number of daily activities against preset recommended goals. SPO has designed and patented the functionality of the watch to be an affordable, simple-to-use, fashion accessory to encourage users to increase their mobility and overall wellness and to wear it with pride. In December 2011, we signed an exclusive agreement with a large private time-piece manufacture to manufacture and sell our wellness watch to department stores, mid-tier mass-market and food& drug stores throughout North America. The agreement specifies that the manufacturer will finance all costs associated with bringing the wellness watch to the marketplace. We and the manufacturer have agreed to divide the profit margin from the sale of the wellness watch net of all costs associated with manufacturing and marketing of the product.

We generate revenues principally from product manufacturing. Revenues generated from product manufacturing are recognized when such products are shipped; subcontracted research and development services are recognized when such services are performed.3

~~USE~~In addition, we OFare ~~ESTIMATES~~developing an innovative home-baby monitoring device for continuous measurement of wellness information to the parent or caregiver, while the baby is sleeping. This parental reassurance tool gives the company a technological competitive edge in providing an innovative, high performance solution for a market application that is applicable to most family homes. Subject to raising significant additional funds, of which no assurance can be provided, we believe that the product could become commercially available during 2014.

~~The preparation~~Current ofOperational financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.Highlights

4We recorded revenues of $316,000 for the year ended December 2012 and $494,000 for the nine months ended September 30, 2013. All revenues to date are primarily attributable to the arrangement with HoMedics.

~~RESULTS~~We have generated OFsignificant ~~OPERATIONS~~operating losses since inception and we have a limited operating history upon which an evaluation of our prospects can be made. Our prospects must therefore be evaluated in light of the problems, expenses, delays and complications associated with a development stage company.

~~COMPARISON~~In May 2013, we OFraised ~~THE~~$250,000 ~~THREE~~from ~~AND~~the ~~SIX~~sale ~~MONTHS~~of ~~ENDED~~our ~~JUNE~~securities to two accredited investors. However, we need to raise additional funds in order to realize in full our business plan as well as pay outstanding loans in the approximate amount of $944,000 which mature by September 30, 2014. In January 2010, we restructured our operations in an attempt to focus primarily on our core technology for non-medical market operations. As of November 2013, ~~AND~~we ~~THE~~had ~~THREE~~two ~~AND~~employees ~~SIX~~working ~~MONTHS~~on ~~ENDED~~a ~~JUNE~~full-time 30basis. In addition, ~~2012~~all research and development activities are performed on a sub-contracted basis. If we are unable to raise additional capital, it may be necessary for us to take further cost cutting measures to reduce our cash burn including laying-off additional personnel and/or cease operations entirely. No assurance can be given that we will be able to raise additional capital. These conditions raise substantial doubt about our ability to continue as a going concern.

~~REVENUES. Revenues~~On ~~for~~October ~~the~~4, ~~three~~2013, ~~and~~we ~~six~~changed ~~months~~our ~~ended~~name to ~~June~~“SPO ~~30,~~Global ~~2013~~Inc.” ~~were $100,000~~ and ~~$249,000,~~implemented ~~respectively.~~a reverse Nostock ~~revenues~~split ~~were~~of ~~recorded for~~our ~~the~~issued ~~corresponding~~and ~~periods~~outstanding inshares ~~2012.~~of ~~The~~common ~~increase~~stock at ina ~~revenues~~ratio ~~during~~of ~~the~~1-for ~~each~~20 ofshares (the ~~three~~“Reverse ~~and~~Split”). The ~~six~~Reverse ~~months~~Split ~~ended~~became ~~June~~effective 30on October 7, 2013 asand ~~compared~~has tobeen ~~the~~reflected ~~corresponding periods~~ in ~~2012~~this isQuarterly ~~attributable~~Report toon ~~shipments~~Form ~~of our new consumer wellness product to mass~~10-~~market retailers~~Q.

~~COSTS OF~~CRITICAL ~~REVENUES.~~ACCOUNTING Costs of revenues include all costs related to subcontracted manufacturing and product delivery. Cost of Revenues for the three and six months ended June 30, 2013 were $85,000 and $210,000, respectively. No costs of revenues were recorded for the corresponding periods in 2012.POLICIES

~~SELLING AND~~The ~~MARKETING~~discussion ~~EXPENSES. Selling~~ and ~~marketing~~analysis ~~expenses consist primarily~~ of ~~costs~~our ~~relating to compensation attributable to~~financial ~~consultants~~condition ~~for~~and ~~the~~results ~~provision~~ of ~~public~~operations ~~relations,~~are ~~promotion~~based ~~and~~upon ~~marketing~~our ~~services~~unaudited ~~geared~~consolidated tofinancial ~~the~~statements, ~~recreational~~which ~~sports~~have ~~and~~been ~~wellness~~prepared in ~~markets.~~accordance ~~Selling~~with ~~and~~generally ~~marketing~~accepted ~~expenses~~accounting ~~for~~principles ~~three~~in ~~and~~the ~~six~~United ~~months~~States. ~~ended~~The ~~June~~preparation ~~30,~~of ~~2013~~these ~~were~~financial ~~$17,000~~statements ~~and $17,000, respectively, as~~requires ~~compared~~management to ~~$125,000~~make estimates and ~~$257,000,~~judgments ~~respectively,~~that ~~for~~affect the ~~corresponding~~reported ~~periods~~amounts inof ~~2012.~~assets, ~~Selling~~liabilities, revenues and ~~marketing~~ expenses, ~~for the~~and ~~three~~related ~~and~~disclosure ~~six~~of ~~months~~contingent ~~ended~~assets ~~June~~and ~~30,~~liabilities. ~~2012~~On ~~included~~an ~~stock based non~~on-~~cash~~going ~~expenses~~basis, ofwe ~~$125,000~~evaluate ~~and~~our ~~$250~~estimates,~~000,~~ ~~respectively,~~including ~~The~~those ~~decrease~~related into ~~selling~~revenue ~~and~~recognition, ~~marketing~~bad ~~expenses~~debts, ~~during~~investments, ~~the~~intangible ~~three~~assets and ~~six~~income ~~months~~taxes. ~~ended~~Our ~~June~~estimates ~~30,~~are ~~2013~~based ason ~~compared~~historical toexperience and ~~the~~on ~~corresponding~~various ~~periods in~~other ~~2012~~assumptions isthat ~~primarily~~are ~~attributable~~believed to be reasonable under the ~~reduction~~circumstances. inActual ~~stock~~results ~~based~~may ~~non-cash~~differ ~~expenses~~from these estimates.

~~GENERAL AND~~We ~~ADMINISTRATIVE~~have ~~EXPENSES.~~identified ~~General~~the and administrative expenses primarily consist of salaries and other related costs for personnel in executive and other administrative functions. Other significant costs include professional fees for legal and accounting ~~services.~~ ~~General and administrative expenses for the three and six months ended June 30, 2013 were $97,000 and $213,000, respectively,~~policies below as ~~compared~~critical to ~~$79,000~~our ~~and~~business ~~$137,000~~operations ~~for the corresponding periods in 2012. The increase in general~~ and ~~administrative expenses during~~ the ~~three~~understanding ~~and~~of ~~six~~our ~~months~~results ~~ended~~of ~~June 30, 2013 as compared to the corresponding periods in 2012 is primarily attributable to increased professional fees and product liability insurance~~operations.

~~FINANCIAL EXPENSE,~~REVENUE ~~NET.~~RECOGNITION Finance expense, net for the three months and six months ended June 30, 2013 were $83,000 and $138,000, respectively, as compared to $25,000 and $85,000 for the corresponding periods in 2012. The increase was primarily attributable to fluctuations in the exchange rate of the New Israeli Shekel (“NIS”) on liabilities denominated in NIS held by the subsidiary.

~~NET LOSS.~~We ~~For~~generate ~~the~~revenues principally ~~six~~from ~~months~~product ~~ended~~manufacturing. ~~June~~Revenues ~~30,~~generated ~~2013~~from ~~and~~product ~~2012,~~manufacturing weare ~~had~~recognized ~~net~~when ~~losses~~such ofproducts ~~$329,000~~are ~~and $479,000, respectively. The decrease~~shipped; insubcontracted ~~net~~research ~~loss~~and ~~for~~development ~~the~~services ~~six~~are ~~months~~recognized ~~ended~~when ~~June~~such ~~30,~~services ~~2013~~are ~~compared to corresponding six month period in 2012 is primarily attributable to a reduction in stock based non-cash marketing expenses~~performed.

~~LIQUIDITY AND~~USE ~~CAPITAL~~OF ~~RESOURCES~~ESTIMATES

~~We need~~The ~~to raise additional funds in order to meet our on-going operating requirements, pay outstanding loans in the aggregate approximate~~preparation ~~amount~~ of ~~$1,492,000~~financial ~~and~~statements ~~to realize our restructured business plan. Following the capital raise of $250,000~~ in ~~May~~conformity ~~2013~~with ~~referred to~~generally ~~below,~~accepted ~~our~~accounting ~~currently~~principles ~~existing~~requires ~~cash~~management ~~resources are sufficient~~ to ~~satisfy~~make ~~our~~estimates ~~operating~~and ~~requirements through December 31, 2013.~~assumptions If we are unable to raise additional capital through a financial raise or revenues, it may be necessary for us to take further measures to reduce our cash burn including laying-off additional personnel, or ceasing operations entirely. No assurance can be given that weaffect ~~will~~the beamounts ~~able~~reported toin ~~raise~~ the ~~needed~~financial ~~capital.~~statements ~~These~~and ~~conditions~~accompanying ~~raise substantial doubt about our ability to continue as a going concern~~notes. ~~Any~~Actual ~~additional~~results ~~equity~~could ~~financings~~differ isfrom ~~likely~~those ~~to be dilutive to holders of our Common Stock and debt financing, if available, may require us to be bound by significant repayment obligations and covenants that restrict our operations~~estimates.

~~As of June 30, 2013, we had $244,000 in cash and cash equivalents available to us.~~4

~~We generated~~RESULTS ~~negative~~OF ~~cash flow from operating activities of approximately $98,000 during the six months ended June 30, 2013 compared to $180,000 for the 2012 corresponding period.~~ OPERATIONS

5COMPARISON OF THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2013 AND THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2012

ToREVENUES. Revenues for the three ~~date~~and nine months ended September 30, we2013 ~~have~~were ~~financed~~$245,000 ~~our~~and ~~operations~~$494,000, ~~primarily~~respectively, ~~from~~as ~~debt~~compared ~~financing~~to $278,000 and $278,000 respectively, for the ~~sale~~corresponding ofperiods ~~our~~in ~~securities~~2012. ~~See~~The ~~Notes~~decrease 4in ~~and~~revenues 5for the three months ended September 30, 2013 as compared to the corresponding three months in ~~our~~2012 ~~consolidated~~is attributable to a decline in deliverable purchase orders. The increase in revenues for the ~~financial~~nine ~~statements~~months ~~accompanying~~ended ~~this~~September ~~Quarterly~~30, ~~Report~~2013 onas ~~Form~~compared ~~10-Q~~to the corresponding nine months in 2012 is attributable to the growth of the HoMedics sales program.

OnCOSTS OF REVENUES. Costs of revenues ~~May~~include 8,all ~~2013,~~costs werelated ~~raised~~to ~~$250,000~~subcontracted ~~from~~manufacturing ~~the~~and ~~private~~product ~~placement~~delivery. Cost of aRevenues ~~total~~for ofthe 10three and nine months ended September 30,~~000~~ 2013 were $199,000 ~~shares~~and of$409,000, ~~our~~respectively, ~~common~~as ~~stock~~compared to ~~two~~$231,000 ~~accredited~~and $231,000, respectively, for the corresponding ~~investors~~periods in 2012. InThe ~~connection~~decrease ~~with~~in ~~such~~cost ~~private~~of ~~placement,~~revenues wefor ~~also~~the ~~issued~~three toand ~~one~~the ofincrease for the ~~investors~~nine ~~warrants~~months ~~exercisable~~ended ~~through~~September ~~May 2018~~30, to2013 ~~purchase~~as upcompared to anthe ~~additional~~corresponding ~~5,000,000~~periods ~~shares~~in of2012 ~~our~~is ~~common~~attributable ~~stock~~to atthe amanufacturing costs ~~per~~associated ~~share~~with ~~exercise~~sales ~~price~~in ofthe $0said quarters.~~10.~~

~~ITEM~~RESEARCH AND 4DEVELOPMENT EXPENSES, NET. ~~CONTROLS~~Research ~~AND~~and ~~PROCEDURES~~development expenses, net, consist primarily of expenses incurred in the design, development and testing of our products. These expenses consist primarily of salaries and related expenses for employees, contract design and testing services, supplies used and consulting fees paid to third parties. No research and development expenses were recorded for the three and nine months ended September 30, 2013, as compared to $5,000 and $5,000, respectively, for the corresponding periods in 2012. The decrease in research and development expenses, net, during each of the three and nine months ended September 30, 2013 as compared to the corresponding period in 2012 is primarily attributable to decrease in the number of employees and other personnel resulting from the cessation by us in 2011 of all internal research and development activities.

~~EVALUATION OF~~SELLING ~~DISCLOSURE CONTROLS~~ AND ~~PROCEDURES~~MARKETING EXPENSES. WeSelling ~~maintain~~and ~~disclosure~~marketing ~~controls~~expenses ~~and~~consist ~~procedures~~primarily ~~that~~of ~~are~~costs ~~designed~~relating to ~~ensure~~compensation ~~that~~attributable ~~information~~to consultants for ~~required~~the provision of public relations, promotion and marketing services geared to bethe ~~disclosed~~recreational insports ~~our~~and ~~Exchange~~wellness ~~Act~~markets. ~~reports~~Selling and ismarketing ~~recorded~~expenses for three and nine months ended September 30, ~~processed~~2013 were $18,000 ~~summarized~~and $35,000, respectively, as compared to $125,000 and ~~reported~~$382,000, ~~within~~respectively, for the ~~time~~corresponding periods ~~specified~~ in ~~the~~2012. ~~SEC's~~Selling ~~rules~~and marketing expenses for the three and ~~forms~~nine months ended September 30, ~~and~~2012 ~~that~~included ~~such~~stock ~~information~~based isnon-cash ~~accumulated~~expenses ~~and~~of ~~communicated~~$125,000 toand ~~management~~$375,000, ~~including~~respectively. ~~our~~The ~~Chief~~decrease ~~Executive~~in ~~Officer,~~selling asand ~~appropriate,~~marketing toexpenses ~~allow~~during ~~timely~~the ~~decisions~~three ~~regarding~~and ~~required~~nine ~~disclosure~~months ~~based~~ended ~~closely~~September on30, ~~the~~2013 ~~definition~~as ofcompared ~~"disclosure~~to the corresponding periods ~~controls~~in ~~and~~2012 ~~procedures"~~is primarily attributable to the reduction in ~~Rule~~stock ~~13a~~based non-~~14(c)~~cash expenses.

~~As of~~GENERAL ~~the~~AND ~~end~~ADMINISTRATIVE ofEXPENSES. General ~~the~~and ~~period~~administrative ~~covered~~expenses byprimarily ~~this~~consist ~~report,~~of wesalaries ~~carried~~and ~~out~~other anrelated ~~evaluation,~~costs ~~under~~for ~~the~~personnel ~~supervision~~in executive and ~~with participation of~~other ~~management,~~administrative ~~including~~functions. ~~our~~Other ~~Chief~~significant ~~Executive~~costs ~~Officer,~~include ~~who~~professional ~~serves~~fees asfor ~~our~~legal ~~principal executive officer~~ and ~~principal~~accounting ~~financial~~services. General and ~~accounting~~administrative ~~officer,~~expenses offor the ~~effectiveness~~three ofand ~~the~~nine ~~design~~months ~~and~~ended ~~operation~~September of30, ~~our~~2013 ~~disclosure~~were ~~controls~~$138,000 and ~~procedures.~~$351,000, ~~Based~~respectively, onas ~~the~~compared ~~foregoing,~~to ~~our~~$83,000 ~~Chief~~and ~~Executive~~$220,000 ~~Officer~~for ~~concluded~~the ~~that~~corresponding ~~our~~periods ~~disclosure~~in ~~controls~~2012. The ~~and~~increase ~~procedures~~in ~~were~~general ~~effective~~and asadministrative ofexpenses during the ~~end of the period covered~~ bythree ~~this~~and ~~report~~nine tomonths ~~provide~~ended ~~reasonable~~September ~~assurance~~30, ~~that~~2013 ~~material~~as ~~information~~compared ~~required~~ to bethe ~~disclosed~~corresponding byperiods us in ~~reports~~2012 ~~that~~is weprimarily ~~file or~~attributable ~~submit~~to ~~under the Exchange Act is recorded~~increased professional, ~~processed,~~investor ~~summarized~~relations fees and ~~reported~~product ~~within~~liability ~~the time periods specified in SEC rules and forms~~insurance.

~~Management~~FINANCIAL isEXPENSE, ~~aware~~NET. ~~that~~Finance ~~there~~expense, isnet afor ~~lack~~the ofthree ~~segregation~~months ofand ~~duties~~nine ~~due~~months toended ~~the~~September ~~small~~30, ~~number~~2013 ofwere ~~employees~~$61,000 ~~dealing~~and $199,000, ~~with~~respectively, ~~general~~as ~~administrative and~~compared ~~financial~~to ~~matters. However~~$5,000 atand ~~this time~~$90,000 ~~management~~for ~~has~~the ~~decided~~corresponding ~~that~~periods ~~considering~~in ~~the~~2012. ~~employees~~The ~~involved,~~increase ~~the~~was ~~control procedures~~primarily inattributable ~~place,~~to ~~and~~non-cash ~~the~~expenses ~~outsourcing~~related ofto ~~certain~~conversion ~~financial functions~~features, ~~the~~interest ~~risks~~in ~~associated~~respect ~~with such lack~~ of ~~segregation~~debt ~~are~~instruments, ~~low~~ and ~~the~~fluctuations ~~potential~~in ~~benefits~~the ofexchange ~~adding~~rate ~~additional~~of ~~employees~~the toNew ~~clearly~~Israeli ~~segregate~~Shekel ~~duties~~(“NIS”) doon liabilities ~~not~~denominated ~~justify~~in ~~the~~NIS ~~expenses~~held ~~associated~~by ~~with such~~the ~~increases~~subsidiary. ~~Management~~Additionally, ~~will~~financial ~~periodically~~income ~~reevaluate~~from ~~this~~forgiven ~~situation.~~interest Ifwas ~~the~~0 ~~volume~~for of the ~~business~~nine ~~increases~~months ~~and~~ended ~~sufficient~~September ~~capital is secured~~30, it2013 isas compared ~~our intention~~ to ~~increase~~$33,000 ~~staffing~~for ~~to mitigate~~ the ~~current~~corresponding ~~lack~~period ofin ~~segregation of duties within the general administrative and financial functions~~2012.

~~A control~~NET ~~system,~~LOSS. noFor ~~matter~~the ~~how~~nine ~~well~~months ended ~~conceived~~September ~~and operated~~30, ~~can~~2013 ~~provide~~and ~~only reasonable~~2012, ~~not~~we ~~absolute,~~had ~~assurance~~net ~~that~~losses ~~the objectives~~ of ~~the~~$500,000 ~~control~~and ~~system~~$650,000, ~~are met~~respectively. ~~Because~~The ofdecrease ~~the inherent limitations~~ in ~~all~~net ~~control~~loss ~~systems~~for nothe ~~evaluation of controls can provide~~nine ~~absolute~~months ~~assurance~~ended ~~that~~September ~~all control issues~~30, if2013 ~~any,~~compared ~~within~~to acorresponding ~~company~~nine ~~have~~month ~~been~~period ~~detected. Such limitations include the fact that human judgment~~ in ~~decision-making~~2012 ~~can~~is beprimarily ~~faulty~~attributable ~~and~~to ~~that~~a ~~breakdowns~~reduction in ~~internal control can occur because of human failures, such~~ asstock ~~simple~~based ~~errors~~non-cash ormarketing ~~mistakes~~related ~~or intentional circumvention of the established process~~expenses.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING. During the quarter ended June 30, 2013, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, these controls.5

~~PART II~~LIQUIDITY -AND ~~OTHER~~CAPITAL ~~INFORMATION~~RESOURCES

~~ITEM~~We 2need to raise additional funds in order to meet our on-going operating requirements, pay outstanding loans in the aggregate approximate amount of $1,462,000 and to realize our restructured business plan. ~~UNREGISTERED~~We ~~SALES~~believe OFthat ~~EQUITY~~our ~~SECURITIES~~currently ~~AND~~existing ~~USE~~cash OFresources ~~PROCEEDS~~are sufficient to satisfy our operating requirements through January 31, 2014. If we are unable to raise additional capital through a financial raise or revenues, it may be necessary for us to take further measures to reduce our cash burn including laying-off additional personnel, or ceasing operations entirely. No assurance can be given that we will be able to raise the needed capital. These conditions raise substantial doubt about our ability to continue as a going concern. Such “going concern” qualification may make it more difficult for us to raise funds if and when needed. In addition, any additional equity financings is likely to be dilutive to holders of our Common Stock and debt financing, if available, may require us to be bound by significant repayment obligations and covenants that restrict our operations.

~~The following~~As ~~paragraph~~of ~~sets~~September 30, ~~forth~~2013, ~~certain~~we ~~information~~had ~~with respect to all securities sold by us during the three months ended June 30~~$236,000 ~~2013~~in ~~without~~cash ~~registration~~and ~~under~~cash ~~the~~equivalents ~~Securities~~available ~~Act:~~to us.

~~On May~~We 8,generated ~~2013,~~negative wecash ~~entered~~flow ~~into~~from operating aactivities ~~Subscription~~of ~~Agreement~~approximately ~~with two accredited investors (the “Investors”)~~$76,000 ~~pursuant~~during ~~to which we sold and issued to~~ the ~~Investors~~nine amonths ~~total~~ended ofSeptember 1030,~~000,000~~ ~~shares~~2013 ofcompared ~~the~~to ~~Company's Common Stock for proceeds of~~ $250,000~~. In~~ ~~connection with the Private Placement, warrants~~ for ~~an additional 5,000,000 shares of~~ the ~~Company’s Common Stock was~~2012 ~~issued~~corresponding ~~to one of the Investors~~period. ~~The Warrants are exercisable through May 8, 2018 at a per share exercise price of $0.10~~

6 To date, we have financed our operations primarily from debt financing and the sale of our securities. See Notes 4 and 5 in our consolidated financial statements accompanying this Quarterly Report on Form 10-Q.

~~The~~On May 8, 2013, ~~sale~~we ~~and~~raised ~~issuance~~$250,000 offrom the ~~shares~~private placement of ~~Common~~a ~~Stock~~total ~~and~~of ~~the~~10,000,000 ~~warrants~~ (~~and~~500,000 ~~the~~post ~~issuance~~reverse ofstock split) shares of ~~Common~~our ~~Stock upon exercise thereof)~~common ~~have~~stock ~~been determined~~ to betwo ~~exempt~~accredited ~~from~~investors. ~~registration~~In ~~under~~connection ~~the~~with ~~Securities~~such ~~Act~~private ~~of 1933~~placement, inwe ~~reliance~~also onissued ~~Section 4(2)~~to ~~thereof and~~one ~~Rule 506~~ of ~~Regulation D~~the ~~promulgated~~investors ~~thereunder~~warrants asexercisable through aMay ~~transaction~~2018 byto anpurchase ~~issuer~~up ~~not~~to ~~involving~~an aadditional ~~public~~5,000,000 ~~offering~~(250,000 ~~in which~~post ~~the~~reverse ~~investors~~stock ~~are~~split) ~~accredited~~shares ~~and~~of ~~have~~our ~~acquired~~common ~~the~~stock ~~securities~~at ~~for investment purposes only and not with~~ a ~~view to or for~~per ~~sale~~share inexercise ~~connection~~price ~~with~~of ~~any~~$0.10 ~~distribution thereof~~($2.00 ~~None~~post ofreverse ~~the~~stock ~~transactions described above involved general solicitation or advertising~~split).

ITEM 3 4. ~~DEFAULTS~~CONTROLS ~~UPON~~AND ~~SENIOR SECURITIES.~~PROCEDURES

~~We first~~EVALUATION ~~disclosed~~OF inDISCLOSURE CONTROLS ~~the~~AND ~~quarterly~~PROCEDURES. ~~report~~We onmaintain ~~Form~~disclosure ~~10-Q~~controls ~~for~~and ~~the~~procedures ~~three~~that ~~months~~are ~~ended~~designed ~~March~~to ~~31,~~ensure ~~2008,~~ that weinformation ~~had not repaid principal~~required ~~and~~to ~~accrued~~be ~~interest that became due during the quarterly period covered by such report. We~~ disclosed in ~~subsequent~~our ~~quarterly reports~~Exchange onAct ~~Form~~reports ~~10-Q~~is ~~additional~~recorded, ~~amounts~~processed, ~~that~~summarized ~~became~~and ~~due~~reported inwithin ~~ensuing~~the ~~quarterly~~time periods ~~and~~specified in the ~~results~~SEC's ofrules ~~our~~and ~~efforts~~forms, toand ~~resolve these~~that ~~matters.~~such Asinformation ~~of June~~is ~~30,~~accumulated ~~2013,~~and ~~there~~communicated ~~continues~~ to ~~remain outstanding~~management, inincluding ~~the~~our ~~aggregate approximately~~Chief $1Executive Officer,~~003,000~~ ofas ~~such~~appropriate, ~~principal~~to ~~and~~allow ~~accrued~~timely ~~interest.~~decisions Weregarding ~~continue~~required todisclosure ~~hold~~based ~~discussions~~closely ~~with~~on ~~certain of~~ the ~~holders~~definition of "disclosure ~~the~~controls ~~outstanding~~and ~~debt~~procedures" in anRule ~~attempt to resolve this matter; no assurance can be provided that we will be successful in concluding any mutually acceptable resolution of this matter~~13a-14(c).

~~ITEM~~As of the end of 6the period covered by this report, we carried out an evaluation, under the supervision and with participation of management, including our Chief Executive Officer, who serves as our principal executive officer and principal financial and accounting officer, of the effectiveness of the design and operation of our disclosure controls and procedures. ~~EXHIBITS~~Based on the foregoing, our Chief Executive Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report to provide reasonable assurance that material information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

4.1		Form of Investor Warrant used in the Financing Referred to in Exhibit 101
10.1		Form of Subscription Agreement.
31		Rule 13a - 14(a) Certification of Principal Executive Officer (and Principal Financial and Accounting Officer)
32		Section 1350 Certification of Principal Executive Officer (and Principal Financial and Accounting Officer)
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

Management is aware that there is a lack of segregation of duties due to the small number of employees dealing with general administrative and financial matters. However, at this time, management has decided that considering the employees involved, the control procedures in place, and the outsourcing of certain financial functions, the risks associated with such lack of segregation are low and the potential benefits of adding additional employees to clearly segregate duties do not justify the expenses associated with such increases. Management will periodically reevaluate this situation. If the volume of the business increases and sufficient capital is secured, it is our intention to increase staffing to mitigate the current lack of segregation of duties within the general administrative and financial functions.

*A control system, ~~Furnished~~no ~~herewith~~ matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Because of the inherent limitations in all control systems no evaluation of controls can provide absolute assurance that all control issues, if any, within a company have been detected. Such limitations include the fact that human judgment in decision-making can be faulty and that breakdowns in internal control can occur because of human failures, such as simple errors or mistakes or intentional circumvention of the established process.

~~SIGNATURES~~CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING. During the quarter ended September 30, 2013, there were no changes in our internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, these controls.

~~Pursuant to the~~PART ~~requirements~~II of- ~~the~~OTHER ~~Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~INFORMATION

DATE: August 8, 2013	/s/ Michael Braunold
	Michael Braunold
	Chief Executive Officer (Principal Executive
	Officer and Principal
	Financial and Accounting Officer) and Director

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

8We first disclosed in the quarterly report on Form 10-Q for the three months ended March 31, 2008, that we had not repaid principal and accrued interest that became due during the quarterly period covered by such report. We disclosed in subsequent quarterly reports on Form 10-Q additional amounts that became due in ensuing quarterly periods and the results of our efforts to resolve these matters. As of September 30, 2013, there continues to remain outstanding, in the aggregate approximately $825,000 of such principal and accrued interest. We continue to hold discussions with certain of the holders of the outstanding debt in an attempt to resolve this matter; no assurance can be provided that we will be successful in concluding any mutually acceptable resolution of this matter.

ITEM 6. EXHIBITS.

3.1		Certificate of Amendment of the Amended and Restated Certificate of Incorporation.
31		Rule 13a - 14(a) Certification of Principal Executive Officer (and Principal Financial and Accounting Officer)
32		Section 1350 Certification of Principal Executive Officer (and Principal Financial and Accounting Officer)
101.INS*		XBRL Instance Document
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Extension Calculation Linkbase
101.DEF*		XBRL Taxonomy Extension Definition Linkbase
101.LAB*		XBRL Taxonomy Extension Label Linkbase
101.PRE*		XBRL Taxonomy Extension Presentation Linkbase

* Furnished herewith

SIGNATURES

Pursuant to the requirements of the Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: November 13, 2013	/s/ Michael Braunold
	Michael Braunold
	Chief Executive Officer (Principal Executive
	Officer and Principal
	Financial and Accounting Officer) and Director

Filing Compare · SPO Global Inc