UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K/A

Amendment No. 3

(Mark One)

S	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended: June 30, 2010

 

£	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________ to ________

 

Commission File No.: 000-53423

 

ONE XL CORP.

(Exact name of registrant as specified in its charter)

 

Nevada	26-2052132
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

3925 Ayrshire Place, Charlotte, NC 28210

(Address of principal executive offices)

 

 

(704) 556-9989

Issuer’s telephone number

 

Securities registered under Section 12(b) of the Exchange Act:

 

None

 

Securities registered under Section 12(g) of the Exchange Act:

 

Common Stock, par value $0.0001 per share

(Title of Class)

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. £Yes S No

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. £Yes SNo

 

Indicate by check mark whether the registrant (1) has 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 days. SYes £No

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. SYes £No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer     £	Accelerated filer                   £
Non-accelerated filer       £	Smaller reporting company S
(Do not check if a smaller reporting company)

 

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

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0

 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At October 11, 2010 there were 1,000,000 shares of common stock outstanding.

 

DOCUMENTS INCORPORATED BY REFERENCE

None

 

 

FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K/A and the documents incorporated by reference into the Annual Report on Form 10-K/A include forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believes,” “estimates,” “anticipates,” “expects,” “intends,” “plans,” “may,” “will,” “potential,” “continue,” or “should,” or, in each case, their negative or other variations or comparable terminology. Such statements include, but are not limited to, any statements relating to our ability to consummate any acquisition or other business combination and any other statements that are not statements of current or historical facts. These statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to, our being a development stage company with no operating history; our lack of funding; the inexperience of our management with respect to our business plan; our potential inability to consummate a business combination with an operating company that is generating revenues; the possibility that our company may never generate revenues; unknown risks that may attend to a business with which we consummate a business combination; our personnel allocating his time to other businesses and potentially having conflicts of interest with our business; the ownership of our securities being concentrated, and those other risks and uncertainties detailed herein and in the Company’s filings with the Securities and Exchange Commission.

 

By their nature, forward-looking statements involve risks and uncertainties because they relate to events and depend on circumstances that may or may not occur in the future. We caution you that forward-looking statements are not guarantees of future performance and that our actual results of operations, financial condition and liquidity, and developments in the industry in which we operate may differ materially from those made in or suggested by the forward-looking statements contained in this Annual Report on Form 10-K/A. In addition, even if our results of operations, financial condition and liquidity, and developments in the industry in which we operate are consistent with the forward-looking statements contained in this Annual Report on Form 10-K/A, those results or developments may not be indicative of results or developments in subsequent periods.

 

These forward-looking statements are subject to numerous risks, uncertainties and assumptions about us described in “Risk Factors.” The forward-looking events we discuss in this Annual Report on Form 10-K/A speak only as of the date of such statement and might not occur in light of these risks, uncertainties and assumptions. Except as required by applicable law, we undertake no obligation and disclaim any obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

 

 

EXPLANATORY NOTE

 

  

In this Amendment No. 3 to Annual Report on Form 10-K/A for the year ended June 30, 2010 ("Amendment No. 2”) as originally filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2010 (the “Original Filing”), as amended by Amendment No. 1 to Annual Report on Form 10-K/A as filed with the SEC on August 4, 2011 ("Amendment No. 1”) and Amendment No. 2 to the Annual Report on Form 10/A as filed with the SEC on September 13, 2011 (“Amendment No. 2”),we refer to One XL Corp., a Nevada corporation, as “we,” “us,” “our” or “our company.”

 

We are filing this Amendment No. 3 to include an updated audit report in which our auditor has revised the scope and opinion of its audit report filed with Original Filing to include the cumulative period from inception (February 28, 2008) through June 30, 2010.

 

In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each item of the Original Filing that is amended by this Amendment No. 3 is superseded in its entirety, and this Amendment No. 3 is accompanied by currently dated certifications on Exhibit 31.1 and 32.1.

 

Except as expressly set forth in this Amendment No. 3, we are not amending any other part of the Original Filing, Amendment No. 1 or Amendment No. 2. This Amendment No. 3 continues to speak as of the date of the Original Filing, except as such disclosure is amended by this Amendment No. 3, and does not reflect events occurring after the filing of the Original Filing, or modify or update any related or other disclosures, including forward-looking statements, unless expressly noted otherwise. Accordingly, this Amendment No. 3 should be read in conjunction with the Original Filing and with our other filings made with the SEC subsequent to the filing of the Original Filing. The filing of this Amendment No. 3 shall not be deemed an admission that the Original Filing, Amendment No. 1 or Amendment No. 2 when made included any untrue statement of a material fact or omitted to state a material fact necessary to make a statement not misleading.

 

 

 

Item 8. Financial Statements and Supplementary Data

 

Financial Statement Index

 

 

	Page
Report of Independent Registered Accounting Firm	5
Balance Sheet for the years ended June 30, 2010 and 2009	6
Statement of Operations for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)	7
Statement of Stockholders’ Deficit for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)	8
Statement of Cash Flows for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)	9
Notes to Financial Statements	10

 

 

   

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors

One XL Corp.

 

We have audited the accompanying balance sheets of One XL Corp. (“The Company”) as June 30, 2010 and 2009, and the related statements of operations, shareholders’ deficit, and cash flows for the two years then ended and for the period of inception (February 28, 2008) through June 30, 2010. 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 audits 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 included 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 includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes 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 One XL Corp. as of June 30, 2010 and 2009 and the results of its operations and its cash flows for the two years then ended and for the period of inception (February 28, 2008) through June 30, 2010 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 the notes to the financial statements, the Company has suffered recurring losses from operations, has a deficit accumulated during the development stage, has negative cash flows from operations, and has negative working capital, all of which raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that may result from the outcome of this uncertainty.

 

/S/ Bongiovanni & Associates, CPA’s

 

October 8, 2010

Bongiovanni & Associates, CPA’s

Cornelius, North Carolina

 

 

 

 

One XL Corp.
Balance Sheet
(A Development Stage Company)
		As of June 30,
		2010				2009
ASSETS
CURRENT ASSETS
Cash		$	2,866			$	1,895
TOTAL CURRENT ASSETS			2,866				1,895
TOTAL ASSETS			2,866				1,895
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Note Payable to a Related Party		$	26,625			$	15,125
Accrued Interest Payable to a Related Party			2,704				1,539
TOTAL CURRENT LIABILITIES			29,329				16,664
TOTAL LIABILITIES			29,329				16,664
STOCKHOLDERS' DEFICIT
Preferred stock ($0.0001 par value; 10,000,000 shares authorized;
none issued and outstanding)			—				—
Common stock ($0.0001 par value; 100,000,000 shares authorized;
1,000,000 shares issued and outstanding)			100				100
Stock Subscription Receivable			(100	)			(100	)
Retained Deficit			(26,463	)			(14,769	)
TOTAL STOCKHOLDERS' DEFICIT			(26,463	)			(14,769	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	2,866			$	1,895

 

  

The accompanying notes are an integral part of these financial statements.

 

 

 

 

One XL Corp.
(A Development Stage Company)
Statement of Operations
										Cumulative
		For the years ended								Since
		June 30,				June 30,				Inception
		2010				2009				February 20, 2008
REVENUES:
Revenues		$	—			$	—			$	—
Total Revenues			—				—				—
EXPENSES:
Professional Fees			7,900				4,500				18,900
Selling, General, and Administrative			2,629				2,011				4,859
Total Expenses			10,529				6,511				23,759
OTHER INCOME/(EXPENSE)
Interest Expense—Related Party		$	(1,165	)		$	(1,331	)		$	(2,704	)
NET OTHER INCOME/(EXPENSE)			(1,165	)			(1,331	)			(2,704	)
NET LOSS		$	(11,694	)		$	(7,842	)		$	(26,463	)
Basic and fully diluted net loss per common share:		$	(0.01	)		$	(0.01	)		$	(0.03	)
Weighted average common shares outstanding			1,000,000				1,000,000				1,000,000

 

The accompanying notes are an integral part of these financial statements.

 

 

 

 

 

One XL Corp.
Statement of Stockholders' Deficit
(A Development Stage Company)
																		Stock				Additional
		Common Stock								Preferred stock								Subscription				Paid-in				Deficit
		Shares				Amount				Shares				Amount				Receivable				Capital				Accumulated
Balances, June 30, 2008			1,000,000			$	100				—			$	—			$	(100	)		$	—			$	(6,927	)
Net (loss) for the year			—				—				—				—				—				—				(7,842	)
Balances, June 30, 2009			1,000,000			$	100				—			$	—			$	(100	)		$	—			$	(14,769	)
Net (loss) for the year			—				—				—				—				—				—				(11,694	)
Balances, June 30, 2010			1,000,000			$	100				—			$	—			$	(100	)		$	—			$	(26,463	)

 

 

 

The accompanying notes are an integral part of these financial statements.

 

 

 

One XL Corp.
Statements of Cash Flows
(A Development Stage Company)
										Cumulative
		For the years ended								Totals Since
		June 30,								Inception
		2010				2009				February 20, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss		$	(11,694	)		$	(7,842	)		$	(26,463	)
Adjustments to reconcile net loss to net (used in)
operating activities:
Changes in Assets and Liabilities:
Increase in Accrued Interest to a Related Party			1,165				1,331				2,704
NET CASH (USED IN) OPERATING ACTIVITIES			(10,529	)			(6,511	)			(23,759	)
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from Note Payable to a Related Party			11,500				4,500				26,625
NET CASH PROVIDED BY INVESTING ACTIVITIES			11,500				4,500				26,625
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS			971				(2,011	)			2,866
CASH AND CASH EQUIVALENTS,
BEGINNING BALANCE			1,895				3,906				—
ENDING BALANCE		$	2,866			$	1,895			$	2,866
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEAR FOR:
Interest		$	—			$	—			$	—
Taxes		$	—			$	—			$	—

 

 

The accompanying notes are an integral part of these financial statements.

 

 

NOTE A—ORGANIZATION, BUSINESS AND OPERATIONS

 

One XL Corp. (“The Company”) was organized under the laws of the State of Nevada on February 20, 2008 as a corporation with a year end of June 30. The Company’s objective is to acquire or merge with a target business or company in a business combination.

 

NOTE B-GOING CONCERN

 

The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business.  As reflected in the accompanying financial statements, the Company has a deficit accumulated during the development stage of $26,463, used cash from operations of $23,759 since its inception, and has a working capital deficiency of $26,463 at June 30, 2010.

 

The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due.  The Company’s ability to continue as a going concern is also dependent on its ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

 

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation- The financial statements included herein were prepared under the accrual basis of accounting.

 

Cash and Cash Equivalents- For purposes of the Statements of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents.

 

Management’s 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 disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business.

 

Revenue Recognition- The Company applies paragraph 605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The Company recognizes revenue when it is realized or realizable and earned less estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

 

(i)     persuasive evidence of an arrangement exists,

 

(ii)   the services have been rendered and all required milestones achieved,

 

(iii) the sales price is fixed or determinable, and

 

(iv)  collectability is reasonably assured.

 

 

Comprehensive Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements.

 

 

NOTE C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Net Income per Common Share- Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2010.

 

Deferred Taxes- The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date.

 

Fair Value of Financial Instruments- The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments.

 

Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the year ended June 30, 2010.

 

Stock-Based Compensation- The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service.

 

Fair Value for Financial Assets and Financial Liabilities- The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

 

 

Level 1	Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.
Level 2	Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.
Level 3	Pricing inputs that are generally observable inputs and not corroborated by market data.

 

 

 

NOTE C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at June 30, 2010.

 

The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2010, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended June 30, 2010.

 

Recent Accounting Pronouncements

 

FASB Accounting Standards Codification

(Accounting Standards Update (“ASU”) 2009-01)

 

In June 2009, FASB approved the FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the Securities and Exchange Commission (“SEC”), have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become nonauthoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts the Company’s financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of our consolidated financial statements or disclosures as a result of implementing the Codification during the fiscal year ended December 31, 2009.

 

Recent Accounting Pronouncement (continued)

 

As a result of our implementation of the Codification during the fiscal year ended December 31, 2009, previous references to new accounting standards and literature are no longer applicable. In the current annual financial statements, we will provide reference to both new and old guidance to assist in understanding the impacts of recently adopted accounting literature, particularly for guidance adopted since the beginning of the current fiscal year but prior to the Codification.

 

Subsequent Events

(Included in Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent Events”)

SFAS No. 165 established general standards of accounting for and disclosure of events that occur after the balance sheet date, but before the financial statements are issued or available to be issued (“subsequent events”). An entity is required to disclose the date through which subsequent events have been evaluated and the basis for that date. For public entities, this is the date the financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope of other GAAP and did not result in significant changes in the subsequent events reported by us.  SFAS No. 165 became effective for interim or annual periods ending after June 15, 2009 and did not impact our consolidated financial statements. We evaluated for subsequent events through the issuance date of our consolidated financial statements. No recognized or non-recognized subsequent events were noted.

 

 

 

NOTE C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Determination of the Useful Life of Intangible Assets

(Included in ASC 350 “Intangibles — Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

 

FSP SFAS No. 142-3 amended the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under previously issued goodwill and intangible assets topics. This change was intended to improve the consistency between the useful life of a recognized intangible asset and the period of expected cash flows used to measure the fair value of the asset under topics related to business combinations and other GAAP. The requirement for determining useful lives must be applied prospectively to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as of, and subsequent to, the effective date.  FSP SFAS No. 142-3 became effective for financial statements issued for fiscal years beginning after December 15, 2008, and interim periods within those fiscal years. The adoption of FSP SFAS No. 142-3 did not impact our consolidated financial statements.

 

Noncontrolling Interests

(Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”)

 

SFAS No. 160 changed the accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests and classified as a component of equity. SFAS No. 160 became effective for fiscal years beginning after December 15, 2008 with early application prohibited. We implemented SFAS No. 160 at the start of fiscal 2009 and no longer record an intangible asset when the purchase price of a noncontrolling interest exceeds the book value at the time of buyout. The adoption of SFAS No. 160 did not have any other material impact on our consolidated financial statements.

 

Recent Accounting Pronouncement (continued)

 

Consolidation of Variable Interest Entities — Amended

(To be included in ASC 810 “Consolidation”, SFAS No. 167 “Amendments to FASB Interpretation No. 46(R)”)

 

SFAS No. 167 amends FASB Interpretation No. 46(R) “Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity and modifies the methods allowed for determining the primary beneficiary of a variable interest entity. The amendments include: (1) the elimination of the exemption for qualifying special purpose entities, (2) a new approach for determining who should consolidate a variable-interest entity, and (3) changes to when it is necessary to reassess who should consolidate a variable-interest entity. SFAS No. 167 is effective for the first annual reporting period beginning after November 15, 2009, with earlier adoption prohibited. We will adopt SFAS No. 167 in fiscal 2010 and do not anticipate any material impact on our consolidated financial statements.

 

NOTE D-SUPPLEMENTAL CASH FLOW INFORMATION

 

Supplemental disclosures of cash flow information for the year ended June 30, 2010 and 2009 is summarized as follows:

 

Cash paid during the year ended June 30, 2010 and 2009 for interest and income taxes:

 

			2010				2009
Interest		$	—			$	—
Taxes		$	—			$	—

 

 

 

NOTE E-SEGMENT REPORTING

 

In June, 1997, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 131,”Disclosures About Segments of an Enterprises and Related Information”. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of June 30, 2010.

 

NOTE F-INCOME TAXES

 

Due to the operating loss and the inability to recognize an income tax benefit there is no provision for current or deferred federal or state income taxes for year ended June 30, 2010.

 

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amount used for federal and state income tax purposes.

 

The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of June 30, 2010 is as follows:

 

Total Deferred Tax Asset		$	8,997
Valuation Allowance			(8,997	)
Net Deferred Tax Asset			—

 

 

NOTE F-INCOME TAXES (CONTINUED)

 

The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the period from inception through June 30, 2010 and 2009 is as follows:

 

		2010				2009
Income tax computed at the federal statutory rate			34	%			34	%
State income tax, net of federal tax benefit			0	%			0	%
Total			34	%			34	%
Valuation allowance			-34	%			-34	%
Total deferred tax asset			0	%			0	%

 

Because of the Company’s lack of earnings history, the deferred tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $3,976 and $2,666 for the years ending June 30, 2010 and 2009, respectively.

 

As of June 30, 2010, the Company had a federal and state net operating loss carry forward in the amount of approximately $26,463, which expires in the year ending June 30, 2030.

 

The Company is authorized to issue 100,000,000 common shares at $0.0001 par value per share.

During the years ended June 30, 2010 and 2009, the company issued no stock.

 

During the year ended June 30, 2008, the company issued 1,000,000 common shares to the following:

 

Name		Number of shares				Cash or Services				Price per share				Total value
White Interests Limited Partnership			900,000				founder shares			$	0.0001			$	90.00
Davis and Johnson, LLC			100,000				founder shares			$	0.0001			$	10.00
			1,000,000											$	100

 

 

NOTE G-CAPITAL STOCK (CONTINUED)

 

The Company is authorized to issue 10,000,000 preferred shares at $0.0001 per share.

 

During the years ended June 30, 2010 and 2009, the Company issued no preferred stock. As of June 30, 2010, the Company has not shares of preferred stock outstanding.

 

NOTE H-DEVELOPMENT STAGE COMPANY

 

The Company is in the development stage as of June 30, 2010 and to date has had no significant operations. Recovery of the Company assets is dependent on future events, the outcome of which is indeterminable. In addition, successful completion of the Company’s development program and its transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.

 

NOTE I—NOTE PAYABLE TO A RELATED PARTY AND ACCRUED INTEREST

 

The Company has signed various promissory notes with a partnership that is owned by the Company’s major shareholder. The total amount outstanding of the note is $26,625 and is payable upon demand and bears interest at 8% per year. The interest accrued, but not paid as of June 30, 2010 is $2,704.

 

 

 

 

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules.

 

(a) Financial Statements

 

The following financial statements are filed as part of this report:

 

Independent Auditor’s Report

Balance Sheet for the years ended June 30, 2010 and 2009

Statement of Operations for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)

Statement of Stockholders’ Deficit for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)

Statement of Cash Flows for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)

Notes to Financial Statements

 

(b) Exhibits.

 

The following are filed as exhibits to this report:

 

 

Exhibit No.	Description	Location Reference
3.1	Articles of Incorporation	1
3.2	Bylaws	1
10.1	Demand promissory note dated June 30, 2008 executed by the registrant in favor of White Interests Limited Partnership in the principal amount of $10,625.	1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as amended.	2
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	2

 

 

1. Incorporated by reference to the registrant's registration statement on Form 10 as filed with the SEC on September 18, 2008

2. Filed herewith

 

 

 

SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on October 4, 2011.

 

		ONE XL CORP.
	By:	/s/ C. Lynn White
	Name:	C. Lynn White
	Title:	President

 

 

In accordance with the Exchange Act, as amended, this report has been signed below by the following person on behalf of the registrant and in the capacities and on the date indicated.

 

 

Signature	Title	Date
/s/ C. Lynn White C. Lynn White	President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director	October 4, 2011