U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended: ~~September 30~~December 31, 2011

[ ] 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: 000-52423

ONE XL CORP.

(Name of Small Business Issuer in its charter)

Nevada

26-2052132

(State or other jurisdiction of

incorporation or organization)

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

3925 Ayrshire Place, Charlotte, North Carolina 28210

(Address of principal executive offices)

(704) 556-9989

Issuer’s telephone number

(Former name, former address and former
fiscal year, if changed since last report)

Indicate by check mark whether the ~~registrant~~ 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. Sý Yes £ 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).

~~Interactive~~ ~~Data File required to be submitted and posted pursuant~~Yes toý ~~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).~~No

£Yes SNo

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 □ (Do not check if a smaller reporting company) Smaller reporting company Sý

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

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At ~~November~~February 1110, ~~2011~~2012 there were 1,000,000 shares of common stock outstanding.

(1)

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

One XL Corp.

One XL Corp.



	As of
	December 31, 2011		June 30, 2011
	Unaudited		Audited

ASSETS
CURRENT ASSETS
Cash	$	4,182	$	4,757
TOTAL CURRENT ASSETS		4,182		4,757
TOTAL ASSETS		4,182		4,757

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Note Payable to a Related Party	$	48,625	$	40,625
Accrued Interest--Related Party		7,046		5,314
TOTAL CURRENT LIABILITIES		55,671		45,939
TOTAL LIABILITIES		55,671		45,939

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)
Deficit Accumulated During the Development Stage		(51,488)		(41,182)
TOTAL STOCKHOLDERS' DEFICIT		(51,488)		(41,182)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	4,182	$	4,757

~~Balance Sheets~~(2)

(A Development Stage Company)

One XL Corp.



													Cumulative
	For the three months ended						For the six months ended						Since
	Deember 31,			Deember 31,			Deember 31,			Deember 31,			Inception
	2011			2010			2011			2010			February 20, 2008
REVENUES:
Income	$	—		$	—		$	—		$	—		$	—
Total Revenue		—			—						—			—

EXPENSES:
Professional Fees		5,050			1,975			8,575			8,575			38,750
Selling, General, and Administrative		—			348			—			459			5,693
Total Expenses		5,050			2,323			8,575			9,034			44,443

OTHER INCOME/(EXPENSE)
Interest Expense		(919	)		(636	)		(1,731	)		(1,168	)		(7,046	)
NET OTHER INCOME/(EXPENSE)	$	(919	)	$	(636	)	$	(1,731	)	$	(1,168	)	$	(7,046	)

NET LOSS	$	(5,969	)	$	(2,959	)	$	(10,306	)	$	(10,202	)	$	(51,489	)

Basic and fully diluted net loss per common share:		(0.01	)*					(0.01	)		(0.01	)		(0.05	)

Weighted average common shares outstanding		1,000,000			1,000,000			1,000,000			1,000,000			1,000,000

*--less than $.01

	As of
	September 30, 2011			June 30, 2011
	Unaudited			Audited
ASSETS
CURRENT ASSETS
Cash	$	1,232		$	4,757
TOTAL CURRENT ASSETS		1,232			4,757
TOTAL ASSETS		1,232			4,757
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Note Payable to a Related Party	$	40,625		$	40,625
Accrued Interest--Related Party		6,126			5,314
TOTAL CURRENT LIABILITIES		46,751			45,939
TOTAL LIABILITIES		46,751			45,939
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	)
Deficit Accumulated During the Development Stage		(45,519	)		(41,182	)
TOTAL STOCKHOLDERS' DEFICIT		(45,519	)		(41,182	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,232		$	4,757

(3)

The accompanying notes are an integral part of these financial statements

One XL Corp.
(A Development Stage Company)
Statements of Cash Flows (Unaudited)

					Cumulative
	For the six months ended				Totals Since
	December 31,				Inception
	2011		2010		February 20, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(10,306)	$	(10,202)	$	(51,489)
Adjustments to reconcile net (loss) to net cash flows (used in)
operating activities:
Changes in Assets and Liabilities:
Increase in Accounts Payable		—		—		—
Increase in Accrued Interest to a Related Party		1,731		1,168		7,046
NET CASH (USED IN) OPERATING ACTIVITIES		(8,575)		(9,034)		(44,443)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loan to a Related Party		8,000		6,500		48,625
NET CASH PROVIDED BY FINANCING ACTIVITIES		8,000		6,500		48,625

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(575)		(2,534)		4,182

CASH AND CASH EQUIVALENTS,
BEGINNING BALANCE		4,757		2,866		—

ENDING BALANCE	$	4,182	$	332	$	4,182

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE QUARTERS ENDED:
Interest	$	—	$	—	$	—
Taxes	$	—	$	—	$	—

(24)

~~One~~NOTE A XL- ~~Corp.~~ORGANIZATION, BUSINESS, AND OPERATIONS

(AOne ~~Development~~XL, Corp. ~~Stage~~(“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.

~~Statements~~NOTE ~~of Operations~~B-GOING ~~(Unauditied)~~CONCERN

							Cumulative
	For the three months ended						Since
	September 30,			September 30,			Inception
	2011			2010			February 20, 2008
REVENUES:
Income	$	—		$	—		$	—
Total Revenue		—			—			—
EXPENSES:
Professional Fees		3,525			6,600			33,700
Selling, General, and Administrative		—			111			5,693
Total Expenses		3,525			6,711			39,393
OTHER INCOME/(EXPENSE)
Interest Expense		(812	)		(532	)		(6,126	)
NET OTHER INCOME/(EXPENSE)	$	(812	)	$	(532	)	$	(6,126	)
NET LOSS	$	(4,337	)	$	(7,243	)	$	(45,519	)
Basic and fully diluted net loss per common share:		*		$	(0.01	)	$	(0.05	)
Weighted average common shares outstanding		1,000,000			1,000,000			1,000,000
*--less than $.01

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 $51,488, used cash from operations of $44,443 since its inception, and has a working capital deficiency of $51,488 at December 31, 2011.

The Company’s ~~accompanying~~ability ~~notes~~to ~~are~~continue anas ~~integral~~a ~~part~~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 ~~these~~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.

~~(3)~~NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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

(ACash ~~Development~~and Cash ~~Stage~~Equivalents- For purposes of the Statement of Cash Flows, the Company) considers liquid investments with an original maturity of three months or less to be cash equivalents.

~~Statements~~Management’s Use of ~~Cash~~Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the ~~Flows~~United ~~(Unauditied)~~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.

					Cumulative
	For the three months ended				Totals Since
	September 30,				Inception
	2011		2010		February 20, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(4,337)	$	(7,243)	$	(45,519)
Adjustments to reconcile net loss to net (used in)
operating activities:
Changes in Assets and Liabilities:
Increase in Accounts Payable		—		6,600		—
Increase in Accrued Interest to a Related Party		812		532		6,126
NET CASH (USED IN) OPERATING ACTIVITIES		(3,525)		(111)		(39,393)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loan to a Related Party		—		4,500		40,625
NET CASH PROVIDED BY FINANCING ACTIVITIES		—		4,500		40,625
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(3,525)		4,389		1,232
CASH AND CASH EQUIVALENTS,
BEGINNING BALANCE		4,757		2,866		—
ENDING BALANCE	$	1,232	$	7,255	$	1,232
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE THREE MONTHS ENDED SEPTEMBER 30:
Interest	$	—	$	—	$	—
Taxes	$	—	$	—	$	—

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:

~~The accompanying~~(i) ~~notes~~persuasive ~~are~~evidence of an ~~integral~~arrangement ~~part~~exists, of(ii) ~~these~~the ~~financial~~services ~~statements~~have been rendered and all required milestones achieved, (iii) the sales price is fixed or determinable, and (iv) collectability is reasonably assured.

Comprehensive Income (4Loss) - 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.

~~ONE~~Net Income XLper ~~CORP~~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 December 31, 2011.

~~NOTES~~Deferred TOTaxes- ~~THE~~The ~~UNAUDITED~~Company ~~FINANCIAL~~accounts ~~STATEMENTS~~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.

ASFair Value OFof ~~SEPTEMBER~~Financial 30Instruments- The carrying amounts reported in the balance sheet for cash, ~~2011~~ note and accrued interest payable to a related party approximate fair value based on the short-term maturity of these instruments.

~~NOTE~~Impairment ~~A—ORGANIZATION~~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, ~~BUSINESS~~it is considered to be impaired and is written down to fair value, ~~AND~~which ~~OPERATIONS~~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 for the six months ended December 31, 2011.

~~One~~Stock-Based Compensation- XLThe ~~Corp.~~Company (accounts for stock-based compensation using the ~~“Company”) was~~fair ~~organized~~value ~~under~~method following the ~~laws~~guidance set forth in section 718-10 of the ~~State~~FASB ofAccounting ~~Nevada~~Standards onCodification ~~February~~for ~~20,~~disclosure ~~2008~~about asStock-Based aCompensation. ~~corporation~~This ~~with~~section requires a ~~year~~public ~~end~~entity to measure the cost of ~~June~~employee ~~30.~~services ~~The~~received ~~Company’s~~in exchange for an award of equity instruments based on the ~~objective~~grant-date isfair tovalue ~~acquire~~of orthe ~~merge~~award (with alimited ~~target~~exceptions). ~~business~~That orcost ~~company~~will be recognized over the period during which an employee is required to provide service in aexchange ~~business~~for ~~combination~~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.

~~NOTE B-GOING CONCERN~~(5)

~~The~~NOTE ~~accompanying financial statements~~C—SUMMARY ~~have~~OF ~~been~~SIGNIFICANT ~~prepared~~ACCOUNTING 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 $45,519, used cash from operations of $39,393 since its inception, and has a working capital deficiency of $45,519 at September 30, 2011. POLICIES Con’t

Fair Value for Financial Assets and Financial Liabilities- The Company’s ~~ability~~follows toparagraph ~~continue as~~825-10-50-10 aof ~~going~~the ~~concern~~FASB isAccounting ~~dependent~~Standards Codification ~~upon~~for ~~its~~disclosures ~~ability~~about tofair ~~generate~~value ~~future~~of ~~profitable~~its ~~operations~~financial instruments and~~/or~~ toparagraph ~~obtain~~820-10-35-37 of the ~~necessary~~FASB ~~financing~~Accounting Standards toCodification ~~meet~~(“Paragraph ~~its~~820-10-35-37”) ~~obligations~~to ~~and~~measure ~~repay~~the ~~its~~fair ~~liabilities~~value ~~arising~~of ~~from~~its ~~normal~~financial ~~business~~instruments. ~~operations~~Paragraph ~~when~~820-10-35-37 establishes ~~they~~a ~~come~~framework ~~due. The~~for ~~Company’s ability~~measuring tofair ~~continue~~value asin aaccounting ~~going~~principles ~~concern~~generally isaccepted ~~also~~in ~~dependent~~the onUnited ~~its~~States ~~ability~~of toAmerica ~~find~~(U.S. GAAP), aand ~~suitable~~expands ~~target~~disclosures ~~company~~about ~~and~~fair ~~enter~~value ~~into~~measurements. aTo ~~possible reverse~~increase ~~merger~~consistency ~~with~~and ~~such~~comparability ~~company. Management’s~~in ~~plan~~fair ~~includes~~value ~~obtaining~~measurements and ~~additional~~related ~~funds~~disclosures, byParagraph ~~equity~~820-10-35-37 ~~financing~~establishes ~~through~~ a ~~reverse~~fair ~~merger~~value ~~transaction~~hierarchy ~~and/or~~which ~~related~~prioritizes ~~party~~the ~~advances;~~inputs ~~however~~to ~~there~~valuation istechniques used noto ~~assurance~~measure offair ~~additional~~value ~~funding~~into ~~being~~three ~~available~~broad levels. ~~These circumstances~~ ~~raise~~The ~~substantial~~fair ~~doubt~~value ~~about~~hierarchy gives the ~~Company’s~~highest ~~ability~~priority to ~~continue~~quoted asprices a(unadjusted) in ~~going~~active ~~concern.~~markets ~~The~~for ~~accompanying~~identical ~~financial statements~~assets door ~~not~~liabilities ~~include~~and ~~any~~the ~~adjustments~~lowest ~~that~~priority ~~might~~to ~~arise~~unobservable asinputs. aThe ~~result~~three levels of ~~this~~fair value ~~uncertainty.~~hierarchy defined by Paragraph 820-10-35-37 are described below:

NOTE C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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.

~~Basis~~The carrying amounts of ~~Presentation-~~the ~~The~~ Company’s financial ~~statements~~assets ~~included~~and ~~herein~~liabilities, ~~were~~such ~~prepared~~as ~~under~~cash and accrued expenses, approximate their fair values because of the ~~accrual~~short ~~basis~~maturity of ~~accounting~~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 December 31, 2011.

~~Cash~~The ~~and~~Company does ~~Cash~~not ~~Equivalents- For~~have ~~purposes~~any ofassets ~~the~~or ~~Statement~~liabilities ofmeasured ~~Cash~~at ~~Flows~~fair value on a recurring or a non-recurring basis, consequently, the Company did ~~considers~~not ~~liquid~~have ~~investments~~any ~~with~~fair anvalue ~~original~~adjustments ~~maturity~~for ofassets ~~three~~and ~~months~~liabilities measured at fair value at December 31, 2011, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or ~~less~~losses relating to bethose assets ~~cash~~and ~~equivalents~~liabilities still held at the reporting date for the six months ended December 31, 2011.

~~Management’s~~Recent ~~Use of Estimates-~~Accounting 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.Pronouncements

~~Revenue Recognition- The Company~~Subsequent 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:Events

(i) Included in ~~persuasive~~Accounting ~~evidence~~Standards ofCodification an(“ASC”) ~~arrangement~~855 ~~exists~~“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 (ii“subsequent events”) . An entity is required to disclose the ~~services~~date through which subsequent events have been ~~rendered~~evaluated and ~~all~~the ~~required~~basis ~~milestones~~for ~~achieved~~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.

~~(iii)~~ Determination of the ~~sales~~Useful ~~price~~Life isof ~~fixed~~Intangible ~~or determinable, and~~Assets

(~~iv)~~ Included in ~~collectability~~ASC is350 ~~reasonably~~“Intangibles ~~assured~~— Goodwill and Other”, previously FSP SFAS No. 142-3 “Determination of the Useful Lives of Intangible Assets”)

~~Comprehensive~~FSP ~~Income~~SFAS ~~(Loss) -~~No. ~~The~~142-3 ~~Company~~amended ~~reports~~the ~~Comprehensive~~factors ~~income~~that ~~and~~should ~~its~~be ~~components~~considered ~~following~~in ~~guidance~~developing ~~set~~renewal ~~forth~~or byextension ~~section~~assumptions ~~220-10~~used ofto determine the ~~FASB Accounting~~useful ~~Standards~~life ~~Codification~~of ~~which~~a ~~establishes~~recognized ~~standards~~intangible ~~for~~asset ~~the~~under ~~reporting~~previously issued goodwill and ~~display~~intangible assets topics. This change was intended to improve the consistency between the useful life of ~~comprehensive~~a ~~income~~recognized intangible asset and ~~its~~the ~~components~~period inof expected cash flows used to measure the ~~financial~~fair ~~statements~~value of the asset under topics related to business combinations and other GAAP. ~~There~~The ~~were~~requirement nofor ~~items~~determining useful oflives ~~comprehensive~~must ~~income~~be ~~(loss)~~applied ~~applicable~~prospectively to intangible assets acquired after the ~~Company~~effective ~~during~~date and the ~~period~~disclosure ~~covered~~requirements inmust 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 financial statements.

~~Net Income per Common Share-~~Noncontrolling 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 September 30, 2011.Interests

~~Deferred Taxes- The Company~~(Included 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~~ASC ~~when~~810 ~~the~~“Consolidation”, ~~differences~~previously ~~are~~SFAS ~~expected to reverse~~No. ~~Deferred tax~~160 ~~assets~~“Noncontrolling ~~are~~Interests 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~~Consolidated ~~years~~Financial ~~in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and~~Statements ~~liabilities~~an ofamendment ~~a change in tax rates is recognized in the statements~~ of ~~operations~~ARB ~~in the period that includes the enactment date~~No. 51”)

~~Fair~~SFAS ~~Value~~No. of160 changed ~~Financial~~the ~~Instruments-~~accounting and reporting for minority interests such that they will be recharacterized as noncontrolling interests ~~The~~and ~~carrying~~classified ~~amounts~~as ~~reported~~a incomponent ~~the~~of ~~balance~~equity. ~~sheet~~SFAS No. 160 became effective for ~~cash~~fiscal years beginning after December 15, ~~note~~2008 with early application prohibited. We implemented SFAS No. 160 at the start of fiscal 2009 and ~~accrued~~no ~~interest~~longer ~~payable~~record toan intangible asset when the purchase price of a ~~related~~noncontrolling ~~party~~interest ~~approximate fair~~exceeds ~~value~~the ~~based~~book onvalue at the ~~short-term~~time ~~maturity~~of buyout. The adoption of ~~these~~SFAS ~~instruments~~No. 160 did not have any other material impact on our financial statements.

~~(5)~~Consolidation of Variable Interest Entities — Amended

~~NOTE~~(To C-be included ~~SUMMARY~~in OFASC ~~SIGNIFICANT~~810 ~~ACCOUNTING~~“Consolidation”, ~~POLICIES~~SFAS No. 167 “Amendments to FASB Interpretation No. 46(~~CONTINUED~~R)”)

~~Impairment~~SFAS ofNo. ~~Long-Lived Assets-~~167 ~~The~~amends ~~Company~~FASB ~~evaluates~~Interpretation ~~the~~No. ~~recoverability~~46(R) “Consolidation of ~~its~~Variable ~~fixed~~Interest ~~assets~~Entities ~~and~~regarding ~~other~~certain ~~assets~~guidance infor ~~accordance~~determining whether ~~with~~an ~~section~~entity ~~360-10-15~~is ofa ~~the~~variable ~~FASB Accounting~~interest ~~Standards~~entity ~~Codification~~and ~~for~~modifies ~~disclosures~~the ~~about~~methods ~~Impairment~~allowed orfor ~~Disposal~~determining ofthe ~~Long-Lived~~primary ~~Assets.~~beneficiary ~~Disclosure~~of ~~requires recognition~~a ofvariable ~~impairment~~interest ofentity. ~~long-lived~~The ~~assets~~amendments ininclude: (1) the ~~event~~elimination of the ~~net~~exemption ~~book~~for ~~value~~qualifying ofspecial ~~such~~purpose ~~assets~~entities, (2) ~~exceeds~~a ~~its~~new ~~expected~~approach ~~cash~~for ~~flows.~~determining Ifwho soshould consolidate a variable-interest entity, and (3) changes to when it is ~~considered~~ necessary to bereassess ~~impaired~~who ~~and~~should isconsolidate ~~written~~a ~~down~~variable-interest toentity. ~~fair~~SFAS ~~value,~~No. ~~which~~167 is ~~determined~~effective ~~based~~for onthe ~~either~~first ~~discounted~~annual reporting ~~future~~period beginning ~~cash~~after ~~flows or~~November ~~appraised~~15, ~~values.~~2009, ~~The~~with ~~Company~~earlier ~~adopted~~adoption ~~the~~prohibited. ~~statement~~We onwill ~~inception.~~adopt SFAS No. ~~impairments~~167 ofin ~~these~~fiscal ~~types~~2010 ofand ~~assets~~do ~~were~~not ~~recognized during~~anticipate ~~the~~any ~~three~~material ~~months~~impact ~~ended~~on ~~September~~our ~~30,~~financial ~~2011~~statements.

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~~6). 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~~NOTE ~~and Financial Liabilities~~D-SUPPLEMENTAL ~~The~~CASH ~~Company~~FLOW 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:INFORMATION

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.

Supplemental disclosures of cash flow information for the six months ended December 31, 2011 and 2010 is summarized as follows:

~~The~~Cash ~~carrying~~paid ~~amounts of~~ during the ~~Company’s financial~~six ~~assets~~months ~~and~~ended ~~liabilities~~December 31, ~~such~~2011 ~~as cash~~ and ~~accrued~~2010 ~~expenses,~~for ~~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~~and ~~that~~income ~~would be available to the Company for similar financial arrangement at September 30, 2011.~~taxes:

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 September 30, 2011, 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 three months ended September 30, 2011.

		2011		2010
Interest	$	—	$	—
Taxes	$	—	$	—

~~Recent~~NOTE ~~Accounting Pronouncements~~E-SEGMENT REPORTING

~~FASB~~In ~~Accounting~~June, 1997, the Financial Accounting Standards ~~Codification~~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 December 31, 2011.

~~(Accounting Standards~~NOTE ~~Update (“ASU”) 2009~~F-~~01)~~INCOME TAXES

InDue ~~June~~to ~~2009, FASB approved~~ the ~~FASB Accounting Standards Codification (“the Codification”) as the single source of authoritative~~operating ~~nongovernmental~~loss ~~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~~inability ~~and~~to ~~Exchange~~recognize ~~Commission~~an ~~(“SEC”), have~~income ~~been~~tax ~~superseded~~benefit bythere 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~~no provision for ~~interim~~current or ~~annual~~deferred ~~periods ending~~federal ~~after~~or ~~September~~state ~~15, 2009, and impacts the Company’s financial statements as all future references to authoritative~~income ~~accounting~~taxes ~~literature~~for ~~will be referenced in accordance with~~ the ~~Codification.~~six ~~There have been no changes to the content of our consolidated financial statements or disclosures as a result of implementing the Codification during the three~~ months ended ~~September 30~~December 31, 2011.

AsDeferred ~~a result~~income oftaxes ~~our~~reflect ~~implementation of~~ the ~~Codification~~net ~~during~~tax ~~the~~effects ~~three~~of ~~months~~temporary ~~ended~~differences ~~September~~between ~~30,~~the ~~2011,~~carrying ~~previous~~amounts ~~references~~of toassets ~~new accounting standards~~ and ~~literature~~liabilities ~~are~~for ~~no longer applicable. In the current annual~~ financial ~~statements, we will provide reference to both~~ ~~new~~reporting purposes and ~~old guidance to assist in understanding~~ the ~~impacts~~amount ofused ~~recently adopted accounting literature, particularly~~ for ~~guidance adopted~~federal ~~since~~and ~~the~~state ~~beginning~~income oftax ~~the current fiscal year but prior to the Codification~~purposes.

~~Recent~~The ~~Accounting Pronouncements—cont~~Company’ds total deferred tax asset, calculated using federal and state effective tax rates, as of December 31, 2011 is as follows:

Subsequent Events

Total Deferred Tax Asset	$	17,506
Valuation Allowance		(17,506	)
Net Deferred Tax Asset		—

~~(Included in~~NOTE ~~Accounting Standards Codification (“ASC”) 855 “Subsequent Events”, previously SFAS No. 165 “Subsequent~~F-INCOME ~~Events”)~~TAXES CONT’D

~~SFAS~~The ~~No. 165~~reconciliation ~~established general standards~~ of ~~accounting~~income ~~for~~taxes ~~and~~computed ~~disclosure~~at ~~of events that occur after~~ the ~~balance~~federal ~~sheet~~statutory ~~date,~~income ~~but~~tax ~~before~~rate ~~the financial statements are issued or available~~ to betotal ~~issued~~income ~~(“subsequent~~taxes ~~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~~period ~~financial~~from ~~statements~~inception ~~are issued. SFAS No. 165 does not apply to subsequent events or transactions that are within the scope~~through ofDecember ~~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~~31, ~~2009~~2011 and ~~did~~2010 ~~not~~is ~~impact~~as 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.follows:

Determination of the Useful Life of Intangible Assets

	2011		2010
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%

~~(Included~~Because of the inCompany’s ~~ASC~~lack ~~350~~of ~~“Intangibles~~earnings —history, ~~Goodwill~~the ~~and~~deferred ~~Other”,~~tax ~~previously~~asset ~~FSP~~has ~~SFAS~~been Nofully offset by a valuation allowance. ~~142-~~The valuation allowance increased by approximately $3,504 ~~“Determination~~and of$3,468 for the ~~Useful Lives~~six ofmonths ~~Intangible~~ending ~~Assets”)~~December 31, 2011 and 2010, respectively.

~~FSP~~As ~~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~~December to31, ~~improve~~2011, the ~~consistency~~Company ~~between~~had ~~the useful life of~~ a ~~recognized~~federal ~~intangible asset~~ and ~~the~~state ~~period~~net ofoperating ~~expected~~loss ~~cash~~carry ~~flows~~forward ~~used to~~in ~~measure~~ the ~~fair~~amount ~~value~~ of ~~the~~approximately 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$51, ~~and subsequent to~~488, ~~the~~which ~~effective date. FSP SFAS~~expires ~~No.~~in ~~142-3~~the ~~became~~tax ~~effective~~year ~~for~~ending ~~financial~~June ~~statements issued for fiscal years beginning after December 15~~30, ~~2008, and interim periods within those fiscal years~~2031. ~~The adoption of FSP SFAS No. 142-3 did not impact our financial statements.~~

(67)

NOTE C- ~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)~~G-CAPITAL STOCK

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

~~(Included~~During the six inmonths ~~ASC~~ended ~~810~~December ~~“Consolidation”~~31, ~~previously~~2011 ~~SFAS~~and ~~No.~~2010, ~~160~~the ~~“Noncontrolling~~company ~~Interests~~issued inno ~~Consolidated Financial Statements an amendment of ARB No~~stock. ~~51”)~~

~~SFAS~~As ~~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 31, 152011, ~~2008 with early application prohibited. We implemented SFAS No. 160 at~~ the ~~start~~Company ofhas ~~fiscal~~1,000,000 ~~2009~~common ~~and~~shares nooutstanding ~~longer~~to ~~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 financial statements.~~following:

Consolidation of Variable Interest Entities — Amended

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
Totals	1,000,000			$ 100.00

~~(To~~The ~~be included~~Company inis ~~ASC~~authorized ~~810~~to ~~“Consolidation”~~issue 10,000,000 ~~SFAS~~preferred ~~No.~~shares ~~167~~at ~~“Amendments~~$0.0001 toper ~~FASB Interpretation No~~share. ~~46(R)”)~~

~~SFAS~~During ~~No.~~the ~~167~~six ~~amends~~months ~~FASB~~ended ~~Interpretation~~December ~~No.~~31, ~~46(R)~~2011 ~~“Consolidation of Variable Interest Entities regarding certain guidance for determining whether an entity is a variable interest entity~~ and ~~modifies~~2010, the ~~methods~~Company ~~allowed~~issued ~~for~~no ~~determining~~preferred ~~the primary beneficiary of a variable interest entity~~stock. ~~The~~As ~~amendments include: (1) the elimination~~ of ~~the~~December ~~exemption for qualifying special purpose entities~~31, ~~(2)~~ ~~a new approach for determining who should consolidate a variable-interest entity~~2011, ~~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~~Company ~~annual reporting~~has ~~period beginning~~no ~~after November 15, 2009, with earlier adoption prohibited. We adopted SFAS No. 167 in fiscal 2010 and do not anticipate~~shares ~~any~~of ~~material~~preferred ~~impact~~stock ~~on our financial statements~~outstanding.

NOTE DH-~~SUPPLEMENTAL CASH~~DEVELOPMENT ~~FLOW~~STAGE ~~INFORMATION~~COMPANY

~~Supplemental~~The ~~disclosures~~Company is in the development stage as of ~~cash~~December 31, 2011 and to date has had no significant operations. Recovery of the Company assets ~~flow~~is ~~information~~dependent ~~for~~on future events, the ~~three~~outcome ~~months~~of ~~ended~~which ~~September~~is 30indeterminable. In addition, ~~2011~~successful completion of the Company’s development program and ~~2010~~its transition, ultimately, to attaining profitable operations is ~~summarized~~dependent asupon ~~follows:~~obtaining adequate financing to fulfill its development activities and achieving a level of sales adequate to support the Company’s cost structure.

~~Cash~~NOTE ~~paid during the three months~~I—NOTE ~~ended~~PAYABLE ~~September~~TO ~~30,~~A ~~2011~~RELATED ~~and~~PARTY ~~2010~~AND ~~for~~ACCRUED ~~interest and income taxes are as follows:~~INTEREST

		2011		2010
Interest	$	—	$	—
Taxes	$	—	$	—

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 $48,625 and is payable upon demand and bears interest at 8% per year. The interest expense for the three months ended December 31, 2011 and 2010 is $919 and $636, respectively. The interest expense for the six months ended December 31, 2011 and 2010 is $1,731 and $1,168, respectively. The interest accrued, but not paid as of December 31, 2011 is $7,046.

~~NOTE E-SEGMENT REPORTING~~(8)

~~In June, 1997, the Financial Accounting~~ ~~Standards~~Item ~~Board issued Statement of Financial Accounting Standards (SFAS) No~~2. ~~131,”Disclosures~~Management’s ~~About~~Discussion ~~Segments of an Enterprises~~ and ~~Related~~Analysis ~~Information”.~~of ~~This~~Financial ~~Statement~~Condition ~~requires companies to report information about operating segments in interim~~ and ~~annual~~Results 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 ~~September 30, 2011.~~Operations

~~NOTE~~Forward ~~F-INCOME~~Looking ~~TAXES~~Statements

~~Due~~Statements, other tothan historical facts, contained in this Quarterly Report on Form 10-Q, including statements of potential acquisitions and our strategies, plans and objectives, are "forward-looking statements” within the ~~operating~~meaning ~~loss~~of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended ~~inability~~(the “Exchange Act”). Although we believe that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to ~~recognize~~a anwide ~~income~~range ~~tax~~of ~~benefit~~risks, ~~there~~trends isand nouncertainties ~~provision~~that ~~for~~could ~~current~~cause oractual ~~deferred~~results to ~~federal~~differ ormaterially ~~state~~from ~~income~~those ~~taxes~~projected ~~for~~Among ~~the~~those risks, trends and uncertainties are important factors that could cause actual ~~three~~results ~~months~~to ~~ended~~differ ~~September~~materially 30from the forward looking statements, ~~2011~~including, but not limited to; the time management devotes to identifying a target business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and conditions in the capital markets. We undertake no duty to update or revise these forward-looking statements.

~~Deferred~~When used ~~income~~in ~~taxes~~this ~~reflect~~Form 10-Q, the ~~net~~ ~~tax~~words, ~~effects~~“expect,” of“anticipate,” ~~temporary~~“intend,” ~~differences~~“plan,” ~~between~~“believe,” "seek,” ~~the~~“estimate” ~~carrying~~and ~~amounts~~similar ofexpressions ~~assets~~are ~~and~~intended ~~liabilities~~to ~~for~~identify ~~financial~~forward-looking ~~reporting~~statements, ~~purposes~~although ~~and~~not ~~the~~all ~~amount~~forward-looking ~~used~~statements ~~for~~contain ~~federal~~these identifying words. Because these forward-looking statements involve risks and uncertainties, ~~state~~actual ~~income~~results ~~tax~~could ~~purposes~~differ materially from those expressed or implied by these forward-looking statements for a number of important reasons.

~~The Company’s total deferred tax asset, calculated using federal and state effective tax rates, as of September 30, 2011 is as follows:~~Overview

Total Deferred Tax Asset	$	15,476
Valuation Allowance		(15,476	)
Net Deferred Tax Asset		—

One XL Corp. (“we”, “us”, the “Company” or like terms) was incorporated in the State of Nevada on February 20, 2008. We are a developmental stage company and have not generated any revenues to date. We were organized to serve as a vehicle for a business combination through a capital stock exchange, merger, acquisition, asset acquisition or other similar business combination (a “Business Combination”) with an operating or development stage business (the “Target”) which desires to utilize our status as a reporting company under the Exchange Act.

The Company ~~reconciliation~~voluntarily offiled ~~income~~a ~~taxes~~registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) ~~computed~~on atSeptember 18, 2008, and since its effectiveness, the ~~federal~~Company ~~statutory~~has ~~income~~focused ~~tax~~its ~~rate~~efforts toon ~~total~~identifying ~~income~~a ~~taxes~~possible Target for ~~the~~a Business ~~period~~Combination. ~~from~~We ~~inception~~are ~~through~~not ~~September~~presently 30engaged in, ~~2011~~and will not engage in, any substantive commercial business operations unless and ~~2010~~until iswe asconsummate ~~follows:~~a Business Combination. We have no employees and do not own or lease any properties. Our fiscal year ends on June 30.

	2011		2010
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%

Based on our business activities, the Company is a “shell company” as such term is defined under Rule 12b-2 of the Exchange Act, because we have no operations; and nominal assets consisting solely of cash and cash equivalents. Because we are a “shell” company, the Business Combination we enter into with a Target will be deemed to be a “reverse acquisition” or “reverse merger.” We are also a “blank check” company which the SEC defines as “any development stage company that is issuing a penny stock, within the meaning of Section 3(a)(51) of the Exchange Act and that has no specific business plan or purpose, or has indicated that its business plan is to merge with an unidentified company or companies. Many states have enacted statutes, rules and regulations limiting the sale of securities of “blank check” companies in their respective jurisdictions.

~~Because~~Our common ofstock ~~the~~does ~~Company’s~~not ~~lack of~~trade, ~~earnings~~nor ~~history,~~is ~~the~~it ~~deferred~~admitted ~~tax~~to ~~asset~~quotation, ~~has~~on ~~been~~any ~~fully~~stock ~~offset~~exchange byor aother ~~valuation~~trading ~~allowance~~facility. ~~The~~Management ~~valuation allowance increased~~has byno ~~approximately~~present $1plan,~~474~~ ~~and $2~~proposal,~~462~~ ~~for~~arrangement or understanding with any person with regard to the ~~three~~development ~~months~~of ~~ended~~a ~~September~~trading ~~30,~~market ~~2011~~in any ~~and~~of ~~2010,~~our ~~respectively~~securities.

AsOur management ofhas ~~September~~broad ~~30,~~discretion ~~2011,~~with ~~the~~respect ~~Company~~to identifying and selecting a prospective Target. We have not established any specific ~~had~~attributes or criteria (financial or otherwise) for a ~~federal~~prospective Target and ~~state~~may ~~net~~enter ~~operating~~into ~~loss~~a ~~carry~~Business ~~forward~~Combination with a development stage company, a distressed company or a foreign company engaged in ~~the~~any ~~amount~~industry. Our sole officer and director has never served as an officer or director of ~~approximately~~a ~~$45~~development stage public company that has consummated a Business Combination such as that contemplated by our Company. Accordingly,~~519~~ he may not successfully identify a Target or conclude a Business Combination. In addition, ~~which~~our ~~expires~~management engages in ~~the~~other ~~tax~~business ~~year~~activities and is not obligated to devote any specific number of hours to our matters. Management intends ~~ending~~to ~~June~~devote ~~30,~~only ~~2031~~as much time as he deems necessary to our affairs.

~~(7)~~We cannot assure you that we will be successful in concluding a Business Combination. We will not realize any revenues or generate any income unless and until we successfully merge with or acquire an operating business that is generating revenues and otherwise is operating profitably. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination.

~~NOTE~~Any entity ~~G-CAPITAL~~with ~~STOCK~~which we enter into a Business Combination will be subject to numerous risks in connection with its operations. To the extent we affect a Business Combination with a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected by numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. If we consummate a Business Combination with a foreign entity, we will be subject to all of the risks attendant to foreign operations. Although our management will endeavor to evaluate the risks inherent in a particular Target, we cannot assure you that we will properly ascertain or assess all significant risk factors.

~~The~~We expect ~~Company~~that isin ~~authorized~~connection towith ~~issue 100~~any Business Combination,~~000,000~~ ~~common~~we will issue a significant number of shares of our common stock (equal to at $0least 80% of the total number of shares outstanding after giving effect to the transaction and likely a significantly higher percentage) in order to ensure that the Business Combination qualifies as a “tax free” transaction under federal tax laws.~~0001~~ ~~par~~The ~~value~~issuance ~~per~~of ~~share~~additional shares of our capital stock will significantly reduce the equity interest of our stockholders prior to the transaction and cause a change in control in our Company and likely result in the resignation or removal of our officer and director as of the date of the transaction.

~~During~~Our management ~~the~~anticipates ~~quarters~~that ~~ended~~our ~~September 30~~Company likely will affect only one Business Combination, ~~2011~~due primarily to our limited financial resources and ~~2010~~the dilution of interest for present and prospective stockholders, ~~the~~which ~~company~~is ~~issued~~likely noto ~~stock~~occur as a result of our management's plan to offer a controlling interest to a Target in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us because it will not permit us to offset potential losses from one venture against potential gains from another.

AsManagement anticipates that the selection of ~~September~~a ~~30,~~Target ~~2011,~~and the ~~Company~~consummation of a Business Combination will be complex and extremely risky ~~has~~and ~~1,000,000~~cannot ~~common~~assure ~~shares~~investors ~~outstanding~~that tothe Company ever will enter into such a transaction or that if we do consummate of a Business Combination that the ~~following:~~Company will achieve long-term or immediate short-term earnings.

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
Totals		1,000,000					$	100

The Company currently does not engage in any business activities that provide cash flow. During the next twelve months we anticipate incurring costs related to filing Exchange Act reports, investigating and analyzing Targets and consummating a Business Combination. We believe we will be able to meet these costs through use of funds in our treasury and from cash which may be loaned to or invested in us by our stockholders, management or other investors. There are no assurances that the Company will be able to secure additional funding as needed. Our ability to continue as a going concern is dependent upon our ability to generate cash from the sale of our common stock and/or obtain debt financing and attain future profitable operations by acquiring or merging with a profitable company.

~~The Company is authorized to issue 10,000,000 preferred shares at $0.0001 per share.~~(9)

~~During~~Item ~~the~~2. ~~three~~Management’s ~~months~~Discussion ~~ended September 30, 2011~~ and ~~2010,~~Analysis ~~the company issued no preferred stock. As~~ of ~~September~~Financial ~~30,~~Condition ~~2011,~~and ~~the~~Results ~~Company has no shares~~ of ~~preferred stock outstanding.~~Operations

~~NOTE H-DEVELOPMENT STAGE COMPANY~~ Con’t.

~~The Company is in the development~~Liquidity ~~stage as of September 30, 2011~~ and toCapital 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.Resources

~~NOTE~~At December ~~I—NOTE~~31, ~~PAYABLE~~2011, TOwe had total assets of $4,182, consisting exclusively of cash. This compares with total assets of $4,757 at AJune ~~RELATED~~30, ~~PARTY~~2011, ~~AND~~our ~~ACCRUED~~fiscal ~~INTEREST~~year end. At December 31, 2011, the Company had current liabilities of $55,671 compared with current liabilities of $45,939 at June 30, 2011, in each case, comprised exclusively of amounts owed to stockholders.

~~The Company has signed various promissory~~Our ~~notes~~existing ~~with~~cash areserves ~~partnership~~will ~~that~~not isbe ~~owned~~sufficient byto ~~the~~cover ~~Company’s~~our ~~major~~operating ~~shareholder.~~costs ~~The~~and ~~total~~expenses ~~amount~~over ~~outstanding of~~ the ~~note~~next istwelve ~~$40,625 and is payable upon demand and bears interest at 8% per year~~months. ~~The interest accrued, but not paid as of September 30, 2011 is $6,126.~~

~~(8)~~To date, we have funded our operations through loans from our stockholders. Our stockholders have advised management that they presently expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary. However, our stockholders are under no obligation to provide such funding. Given our financial condition and business objectives, it is unlikely we could obtain funding of any kind from third parties. If our stockholders do not fund our operations and we are unable to obtain cash from other sources, which may not be possible, we may be required to discontinue operations and our stockholders may suffer the loss of their entire investment.

~~Item~~The ~~2. Management’s Discussion~~following ~~and~~is ~~Analysis~~a summary of ~~Financial~~the ~~Condition~~Company's ~~and~~cash ~~Results~~flows ofused ~~Operations~~in operating and financing activities:

Forward Looking Statements

	Six Months Ended December 31, 2011		Six Months Ended December 31, 2010		For the Cumulative Period from February 20, 2008 (Inception) to December 31, 2011
Net Cash (Used) In Operating Activities	$	(8,575)	$	(9,034)	$	(44,443)
Net Cash Provided by Financing Activities	$	8,000	$	6,500	$	48,625
Net Increase (Decrease) in Cash and Cash Equivalents	$	(575)	$	(2,534)	$	4,182

~~Statements,~~We ~~other~~do ~~than~~not ~~historical~~expect ~~facts,~~to ~~contained~~engage in ~~this~~any ~~Quarterly~~substantive ~~Report~~activities onunless ~~Form 10-Q, including statements of potential acquisitions~~ and ~~our~~ ~~strategies,~~until ~~plans~~such ~~and~~time ~~objectives, are "forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933,~~ as ~~amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Although~~ we ~~believe~~enter ~~that~~into ~~our~~a ~~forward~~Business ~~looking~~Combination ~~statements are based on reasonable assumptions,~~with ~~we caution that such statements are subject to~~ a ~~wide range of risks~~Target, ~~trends~~if ~~and~~ever. ~~uncertainties~~We ~~that~~cannot ~~could~~provide ~~cause~~investors ~~actual~~with ~~results to~~any ~~differ~~assurance ~~materially from those projected Among those risks, trends and uncertainties are important factors~~ that ~~could~~we ~~cause~~will ~~actual results~~have tosufficient ~~differ~~capital ~~materially~~resources ~~from the forward looking statements, including, but not limited~~ to; ~~the~~fund ~~time~~our ~~management devotes to~~operations ~~identifying~~and arealize ~~target~~our business; management’s ability to consummate a business combination; the financial condition of the target company with which we may enter a business combination; the effect of existing and future laws; governmental regulations; the political and economic climate of the United States; and conditions in the capital marketsobjectives. ~~We undertake no duty to update or revise these forward-looking statements.~~

~~When used~~Results in this Form 10-Q, the words, “expect,” “anticipate,” “intend,” “plan,” “believe,” "seek,” “estimate” and similar expressions are intended to identify forward-looking statements, although not all forward-looking statements contain these identifying words. Because these forward-looking statements involve risks and uncertainties, actual results could differ materially from those expressed or implied by these forward-looking statements for a number of ~~important reasons.~~Operations

~~Overview~~Since our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor generated any revenues. We reported a net loss for the three and six months ended December 31, 2011of $5,969 and $10,306 compared to a net loss of $2,959 and $10,202 for the comparable 2010 periods, and have suffered a net loss since inception of $51,489. The increases in net losses during the referenced periods principally are a result of increased costs associated with preparing XBRL exhibits for our financial statements in compliance with SEC regulations that were effective during 2010. At December 31, 2011, we had a working capital deficit of $51,489 compared to $41,182 at June 30, 2011. Since our inception, our operating expenses have principally comprised professional fees and expenses incurred in connection with the filing of reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders.

~~One~~We XLdo ~~Corp.~~not ~~(“we”,~~expect ~~“us”,~~to ~~the~~engage ~~“Company”~~in orany ~~like~~activities, ~~terms)~~other ~~was~~than ~~incorporated~~seeking into ~~the~~identify ~~State~~and ofnegotiate ~~Nevada on~~a ~~February~~Business ~~20,~~Combination ~~2008.~~with Wea ~~are~~Target, unless aand ~~developmental~~until ~~stage~~such ~~company~~time ~~and~~as ~~have~~we ~~not~~enter ~~generated~~into ~~any~~such ~~revenues~~a totransaction, ~~date~~if ever. We ~~were~~cannot ~~organized~~provide toinvestors ~~serve as~~with aany ~~vehicle~~assessment ~~for~~as ato the ~~business~~nature ~~combination~~of ~~through~~ a ~~capital~~Target’s ~~stock~~operations ~~exchange, merger, acquisition, asset acquisition~~ or ~~other~~speculate ~~similar business~~as ~~combination~~to (athe ~~“Business~~status ~~Combination”)~~of ~~with~~its anproducts ~~operating~~ or ~~development~~operations, ~~stage~~whether ~~business~~at (the ~~“Target”)~~time of ~~which~~the ~~desires~~Business toCombination ~~utilize~~it ~~our~~will ~~status~~be asgenerating arevenues ~~reporting~~or ~~company~~its ~~under~~future ~~the Exchange Act~~prospects.

~~The Company~~Going voluntarily filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on September 18, 2008, and since its effectiveness, the Company has focused its efforts on identifying a possible Target for a Business Combination. We are not presently engaged in, and will not engage in, any substantive commercial business operations unless and until we consummate a Business Combination. We have no employees and do not own or lease any properties. Our fiscal year ends on June 30.Concern

~~Based~~Our onnegative ~~our~~working ~~business activities~~capital, ~~the~~continuing ~~Company~~operating ~~is a “shell company” as such term is defined under Rule 12b-2 of the Exchange Act~~losses, ~~because~~failure weto ~~have~~generate norevenues ~~operations;~~ and ~~nominal~~lack ~~assets consisting solely~~ of ~~cash~~operating ~~and~~capital ~~cash~~create ~~equivalents. Because we are a “shell”~~substantial ~~company,~~doubt about the ~~Business~~Company’s ~~Combination~~ability weto ~~enter~~continue ~~into~~as ~~with~~ a ~~Target~~going ~~will be deemed to be a “reverse acquisition” or “reverse merger~~concern.” WeThe ~~are~~ability ~~also~~of ~~a “blank check” company which~~ the ~~SEC~~Company ~~defines~~to continue as ~~“any~~a ~~development~~going ~~stage company that~~concern is ~~issuing~~dependent aon ~~penny~~its ~~stock,~~ability ~~within~~to ~~the~~generate ~~meaning~~cash offrom ~~Section~~the ~~3(a)(51)~~sale of ~~the~~its ~~Exchange~~securities ~~Act~~ and ~~that~~attaining ~~has~~future noprofitable ~~specific~~operations. ~~business plan or~~Management’s ~~purpose,~~plans orinclude ~~has~~obtaining ~~indicated~~additional ~~that~~funds ~~its~~by ~~business~~equity ~~plan~~financing isthrough toa ~~merge~~reverse ~~with~~merger antransaction ~~unidentified company~~ and/or ~~companies.~~related ~~Many~~party ~~states have enacted~~advances; ~~statutes,~~however ~~rules~~there ~~and~~is ~~regulations~~no ~~limiting~~assurance ~~the sale~~ of ~~securities~~additional offunding ~~“blank~~being ~~check” companies in their respective jurisdictions.~~available

~~Our~~The ~~common~~financial ~~stock~~statements ~~does~~do not ~~trade,~~include ~~nor is it admitted to quotation, on~~ any ~~stock~~adjustment ~~exchange~~that ormight ~~other~~be ~~trading~~necessary ~~facility.~~if ~~Management~~the ~~has no~~Company ~~present~~is ~~plan,~~unable ~~proposal, arrangement or understanding with any person with regard~~ to ~~the~~continue ~~development~~as of a ~~trading~~going ~~market in any of our securities~~concern.

~~Our management has broad discretion with respect to identifying and selecting a prospective Target. We have not established any specific attributes or criteria~~ (~~financial or otherwise~~10) for a prospective Target and may enter into a Business Combination with a development stage company, a distressed company or a foreign company engaged in any industry. Our sole officer and director has never served as an officer or director of a development stage public company that has consummated a Business Combination such as that contemplated by our Company. Accordingly, he may not successfully identify a Target or conclude a Business Combination. In addition, our management engages in other business activities and is not obligated to devote any specific number of hours to our matters. Management intends to devote only as much time as he deems necessary to our affairs.

~~We cannot~~Item ~~assure you that we will be successful in concluding a Business Combination~~3. WeQuantitative ~~will not realize any revenues or generate any income unless~~ and ~~until we successfully merge with or acquire an operating business that is generating revenues and otherwise~~Qualitative isDisclosures ~~operating~~About ~~profitably.~~Market ~~Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Combination~~Risk.

~~Any entity~~As ~~with which we enter into~~ a ~~Business Combination will be subject to numerous risks in connection with its operations. To~~“smaller ~~the~~reporting ~~extent we affect a Business Combination with a financially unstable~~ company” oras andefined ~~entity in its early stage of development or growth, including entities without established records of sales or earnings, we may be affected~~ by ~~numerous~~Item ~~risks~~10 ~~inherent in the business and operations~~ of ~~financially~~Regulation ~~unstable and early stage or potential emerging growth companies. If we consummate a Business Combination with a foreign entity~~S-K, ~~we will be subject to all of~~ the ~~risks~~Company ~~attendant~~is tonot ~~foreign~~required ~~operations. Although our management will endeavor~~ to ~~evaluate~~provide the ~~risks~~information ~~inherent in a particular Target, we cannot assure you that we will properly~~required ~~ascertain~~by orthis ~~assess all significant risk factors~~Item.

~~We expect~~Item ~~that in connection with any Business Combination, we will issue a significant number of shares of our common stock~~ 4(~~equal to at least 80% of the total number of shares outstanding after giving effect to the transaction and likely a significantly higher percentage~~T) ~~in order to ensure that the Business Combination qualifies as a “tax free” transaction under federal tax laws~~. ~~The~~Controls ~~issuance of additional shares of our capital stock will significantly reduce the equity interest of our stockholders prior to the transaction~~ and ~~cause a change in control in our Company and likely result in the resignation or removal of our officer and director as of the date of the transaction~~Procedures.

~~Our~~As ~~management~~of ~~anticipates~~December ~~that~~31, ~~our~~2011, the Company’s ~~likely~~management ~~will~~performed ~~affect~~an ~~only~~evaluation, ~~one~~under ~~Business~~the ~~Combination~~supervision and with the participation of the Company’s Chief Executive Officer, ~~due~~who ~~primarily~~is tothe ~~our~~Company’s ~~limited~~principal executive officer and principal financial ~~resources~~officer and who we refer to herein as our PEO, of the ~~dilution~~effectiveness of ~~interest~~the ~~for~~design ~~present~~and operation of the Company’s disclosure controls and ~~prospective~~procedures ~~stockholders,~~(as ~~which~~defined isin ~~likely~~Rules 13a-15 and 15d-15 under the Exchange Act), pursuant to ~~occur~~Exchange asAct Rule 13a-15. As a result of our ~~management's plan~~continuing efforts to ~~offer~~remediate athe ~~controlling~~material ~~interest~~weaknesses toin aour ~~Target~~internal incontrol ~~order~~over tofinancial ~~achieve~~reporting athat existed ~~tax-free~~as ~~reorganization.~~of ~~This~~December ~~lack~~31, of2010 ~~diversification~~and ~~should be~~which ~~considered~~remained aextant ~~substantial~~as ~~risk~~of inthe ~~investing~~close inof usthe ~~because~~period itcovered ~~will~~by ~~not~~this ~~permit~~Report, usour toPEO ~~offset~~concluded that ~~potential~~the ~~losses~~Company's ~~from~~disclosure ~~one~~controls ~~venture against~~and ~~potential~~procedures ~~gains~~were ~~from~~not ~~another~~effective as of December 31, 2011.

~~Management~~The ~~anticipates~~weaknesses ~~that~~in ~~the~~our ~~selection~~disclosure and procedures encompassed weaknesses in certain elements of aour ~~Target~~internal control over financial reporting (ICFR) that our subsumed within our disclosure controls and ~~the~~procedures. ~~consummation~~A material weakness is defined in Section 210.1-02(4) of Regulation S-X as a ~~Business~~deficiency, ~~Combination~~or ~~will~~combination beof ~~complex~~deficiencies, ~~and~~in ~~extremely~~internal ~~risky~~control over financial reporting, such that there ~~and~~is ~~cannot~~a ~~assure~~reasonable ~~investors~~possibility that a material misstatement of the ~~Company~~annual ~~ever~~or interim financial statements will ~~enter~~not ~~into~~be ~~such~~prevented or detected on a ~~transaction~~timely orbasis. ~~that~~The ifspecific weweaknesses dorelate ~~consummate~~to elements of aour ~~Business Combination~~ICFR that provide reasonable assurances that transactions are recorded as necessary to permit the ~~Company~~preparation ~~will~~of ~~achieve~~financial ~~long-term~~statements orin ~~immediate~~accordance ~~short-term~~with ~~earnings.~~generally accepted accounting principles and comprise the following:

~~The Company~~1. ~~currently~~We ~~does~~did not ~~engage~~maintain ineffective ~~any~~controls ~~business~~over ~~activities~~the ~~that~~control ~~provide~~environment. ~~cash flow~~2. ~~During~~We ~~the~~did ~~next~~not ~~twelve~~maintain ~~months~~effective wecontrols ~~anticipate incurring~~over ~~costs~~financial ~~related~~statement todisclosure. ~~filing~~3. ~~Exchange~~We ~~Act~~did ~~reports,~~not ~~investigating~~maintain ~~and~~effective ~~analyzing~~controls ~~Targets~~over ~~and~~financial ~~consummating~~reporting ~~a Business Combination~~4. We ~~believe~~There weexisted ~~will~~a belack ~~able~~of tosegregation ~~meet these costs through use~~ of ~~funds~~duties in ~~our~~regard ~~treasury and from cash which may be loaned~~ to ~~or invested in us by our stockholders, management or other investors. There are no assurances that~~ the Company’s ~~will~~financial bereporting, ~~able~~procedures tofor ~~secure~~depositing ~~additional funding~~of asfunds,procedures ~~needed.~~for ~~Our~~cash ~~ability~~disbursements, toprocedures ~~continue~~for ascheckbook aentries, ~~going~~period ~~concern~~close isprocedures, ~~dependent~~and ~~upon~~procedures ~~our~~for ~~ability~~financial tostatement ~~generate~~preparation, ~~cash~~because ~~from~~we ~~the~~have ~~sale~~only ~~of our~~one ~~common~~officer ~~stock~~who ~~and/or~~is ~~obtain~~responsible ~~debt~~for ~~financing~~all ~~and~~such ~~attain future profitable operations by acquiring or merging with a profitable company~~duties.

We believe that the weaknesses in our disclosure controls and procedures and ICFR are a direct consequence of our size, resource constraints and the nature of our business. We are a “shell company,” in that we have no operations and nominal assets. Further, we have no full-time employees. As a result, we are constrained by our lack of resources to take the types of corrective actions that would be necessary to remediate the material weaknesses, including, for example, engaging additional accounting personnel and adopting an audit committee charter and seating an audit committee with at least one independent member who qualifies as an audit committee financial expert as defined in Item 407(9d)(5)(ii) of Regulation S-K

~~Item~~Changes 2.in ~~Management’s~~Internal ~~Discussion and Analysis of Financial Condition and Results of Operations Con’t~~Controls

~~Liquidity~~There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and ~~Capital~~15d-15 ~~Resources~~under the Exchange Act) during the three months ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

At September 30, 2011, we had total assets of $1,232, consisting exclusively of cash. This compares with total assets of $4,757 at June 30, 2011, our fiscal year end. At September 30, 2011, the Company had current liabilities of $46,751 compared with current liabilities of $45,939 at June 30, 2011, in each case, comprised exclusively of amounts owed to stockholders.(11)

~~Our existing~~PART ~~cash~~II ~~reserves~~— OTHER ~~will not be sufficient to cover our operating costs and expenses over the next twelve months.~~INFORMATION

~~To date,~~Item ~~we have funded our operations through loans from our stockholders~~1. ~~Our~~Legal ~~stockholders have advised management that they presently expect to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary~~Proceedings. ~~However,~~ our stockholders are under no obligation to provide such funding. Given our financial condition and business objectives, it is unlikely we could obtain funding of any kind from third parties. If our stockholders do not fund our operations and we are unable to obtain cash from other sources, which may not be possible, we may be required to discontinue operations and our stockholders may suffer the loss of their entire investment.

~~The~~There ~~following~~are ispresently ano ~~summary~~material ofpending legal proceedings to which the Company's ~~cash~~or ~~flows~~as ~~used~~to inwhich ~~operating~~any of its property is subject, and ~~financing~~no such ~~activities:~~proceedings are known to the Company to be threatened or contemplated against it.

	Three Months Ended September 30, 2011		Three Months Ended September 30, 2010		For the Cumulative Period from February 20, 2008 (Inception) to September 30, 2011
Net Cash (Used) In Operating Activities	$	(3,525)	$	(111)	$	(39,393)
Net Cash Provided by Financing Activities	$	-	$	4,500	$	40,625
Net Increase (Decrease) in Cash and Cash Equivalents	$	(3,525)	$	4,839	$	1,232

Item 1A. Risk Factors.

WeSmaller doreporting companies as defined in Rule 10 of Regulation S-K are not ~~expect~~required to ~~engage~~provide inthe ~~any~~information ~~substantive~~required ~~activities~~by ~~unless~~this ~~and~~item. We ~~until~~refer ~~such~~readers ~~time~~to asour weAnnual ~~enter~~Report ~~into~~on aForm ~~Business~~10-K ~~Combination~~for ~~with a~~the ~~Target,~~year ifended ~~ever.~~June We30, ~~cannot~~2011 ~~provide~~as ~~investors~~filed with ~~any~~the ~~assurance~~SEC ~~that~~on weSeptember ~~will~~28, ~~have~~2011 for ~~sufficient~~a ~~capital~~description ~~resources~~of tothe ~~fund~~risks associated with our ~~operations~~ business and ~~realize~~an ~~our~~investment ~~business~~in ~~objectives~~our securities.

~~Results~~Item of2. Unregistered ~~Operations~~Sales of Equity Securities and Use of Proceeds.

~~Since our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor generated any revenues~~None. We reported a net loss for the three months ended September 30, 2011of $4,337 compared to a net loss of $7,243 for the comparable 2010 period, and have suffered a net loss since inception of $45,519. At September 30, 2011, we had a working capital deficit of $45,519 compared to $41,182 at June 30, 2011. Since our inception, our operating expenses have principally comprised professional fees and expenses incurred in connection with the filing of reports under the Exchange Act, as well as interest accrued on loans from one of our stockholders.

~~We do~~Item ~~not expect to engage in any activities, other than seeking to identify and negotiate a Business Combination with a Target, unless and until such time as we enter into such a transaction, if ever~~3. WeDefaults ~~cannot~~Upon ~~provide~~Senior investors with any assessment as to the nature of a Target’s operations or speculate as to the status of its products or operations, whether at the time of the Business Combination it will be generating revenues or its future prospectsSecurities.

~~Going Concern~~None.

~~Our negative~~Item ~~working capital, continuing operating losses, failure to generate revenues and lack of operating capital create substantial doubt about the Company’s ability to continue as a going concern~~4. The ability of the Company to continue as a going concern is dependent on its ability to generate cash from the sale of its securities and attaining future profitable operations. Management’s plans include 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(Reserved)

~~The financial~~Item ~~statements~~5. doOther ~~not include any adjustment that might be necessary if the Company is unable to continue as a going concern~~Information.

~~Item 3~~None. ~~Quantitative and Qualitative Disclosures About Market Risk.~~

~~As a “smaller reporting company” as defined by~~ Item 106. ~~of Regulation S-K, the Company is not required to provide the information required by this Item~~Exhibits.

(10)

Exhibit	Description
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2011.

32.1*	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.

101.INS1	XBRL Instance Document

101.SCH1	XBRL Taxonomy Extension Schema Document

101.CAL1	XBRL Taxonomy Extension Calculation Linkbase Document

101.LAB1	XBRL Taxonomy Extension Label Linkbase Document

101.PRE1	XBRL Taxonomy Extension Presentation Linkbase Document

~~Item~~* ~~4(T)~~Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form ~~Controls~~10-Q and ~~Procedures~~not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

As of September 30, 2011, the Company’s management performed an evaluation, under the supervision and with the participation of the Company’s Chief Executive Officer, who is the Company’s principal executive officer and principal financial officer and who we refer to herein as our PEO, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (~~as defined in Rules 13a-15 and 15d-15 under the Exchange Act~~12), pursuant to Exchange Act Rule 13a-15. As a result of our continuing efforts to remediate the material weaknesses in our internal control over financial reporting that existed as of December 31, 2010 and which remained extant as of the close of the period covered by this Report, our PEO concluded that the Company's disclosure controls and procedures were not effective as of September 30, 2011.

The weaknesses in our disclosure and procedures encompassed weaknesses in certain elements of our internal control over financial reporting (ICFR) that our subsumed within our disclosure controls and procedures. A material weakness is defined in Section 210.1-02(4) of Regulation S-X as a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. The specific weaknesses relate to elements of our ICFR that provide reasonable assurances that transactions are recorded as necessary to permit the preparation of financial statements in accordance with generally accepted accounting principles and comprise the following:SIGNATURES

1.Pursuant Weto ~~did not maintain effective controls over~~ the ~~control~~requirements ~~environment. 2. We did not maintain effective controls over financial statement disclosure. 3. We did not maintain effective controls over financial reporting. 4. There existed a lack~~ of ~~segregation of duties in regard to~~ the Securities ~~Company’s~~Exchange ~~financial~~Act ~~reporting, procedures for depositing~~ of ~~funds~~1934, ~~procedures~~as ~~for cash disbursements~~amended, ~~procedures~~the ~~for~~Registrant ~~checkbook~~has ~~entries,~~duly ~~period~~caused ~~close~~the ~~procedures,~~Report ~~and~~to ~~procedures~~be ~~for~~signed ~~financial~~on ~~statement~~its ~~preparation,~~behalf ~~because~~by wethe ~~have~~undersigned thereunto ~~only~~duly ~~one officer who is responsible for all such duties~~authorized.

		ONE XL CORP.
Date: February 10, 2012	By:	*/s/ C. Lynn White*
	Name:	C. Lynn White
	Title:	President, Principal Executive Officer and Principal Financial Officer

Changes in Internal Controls

There have been no changes in the Company’s internal control over financial reporting (as defined in Rules 13a-15 and 15d-15 under the Exchange Act) during the three months ended September 30, 2011 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

(11)

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

Smaller reporting companies as defined in Rule 10 of Regulation S-K are not required to provide the information required by this item. We refer readers to our Annual Report on Form 10-K for the year ended June 30 , 2011 as filed with the SEC on September 28, 2011 for a description of the risks associated with our business and an investment in our securities.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. (Reserved)

Item 5. Other Information.

None.

Item 6. Exhibits.

Exhibit	Description
31.1	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q
32.1*	Certification of the Company’s Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
101.INS1	XBRL Instance Document
101.SCH1	XBRL Taxonomy Extension Schema Document
101.CAL1	XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB1	XBRL Taxonomy Extension Label Linkbase Document
101.PRE1	XBRL Taxonomy Extension Presentation Linkbase Document

* Pursuant to Commission Release No. 33-8238, this certification will be treated as “accompanying” this Quarterly Report on Form 10-Q and not “filed” as part of such report for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of Section 18 of the Securities Exchange Act of 1934, as amended, and this certification will not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, except to the extent that the registrant specifically incorporates it by reference.

(12)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused the Report to be signed on its behalf by the undersigned thereunto duly authorized.

		ONE XL CORP.
Date: November 21, 2011	By:	/s/ C. Lynn White
	Name:	C. Lynn White
	Title:	President, Principal Executive Officer and Principal Financial Officer

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