U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended: ~~December~~March 31, ~~2012~~2013

£ 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 Identification No.)		(I.R.S. Employer incorporation or organization)

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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the ~~Securities~~ 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. S 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). S Yes £No

S Yes £ 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 £ (Do not check if a smaller reporting company) Smaller reporting company S

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 number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: At ~~February 13,~~May 6, 2013 there were 1,000,000 shares of common stock outstanding.

(1)

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements.

One XL Corp.
(A Development Stage Company)
Balance Sheets
	December 31, 2012			June 30, 2012
	March 31, 2013			June 30, 2012
	(unaudited)			(audited)
ASSETS
CURRENT ASSETS
Cash	$	1,~~884~~891		$	708
TOTAL CURRENT ASSETS		1,~~884~~891			708
TOTAL ASSETS		1,~~884~~891			708
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Note Payable to a Related Party	$	6466,625		$	51,625
Accrued Interest--Related Party		1112,~~452~~741			9,071
TOTAL CURRENT LIABILITIES		7679,~~077~~366			60,696
TOTAL LIABILITIES		7679,~~077~~366			60,696
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		(7477,~~193~~475	)		(59,988	)
TOTAL STOCKHOLDERS' DEFICIT		(7477,~~193~~475	)		(59,988	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	1,~~884~~891		$	708

(2)

One XL Corp.
(A Development Stage Company)
Statements of Operations (unaudited)
													Cumulative
	For the three months ended						For the ~~six~~nine months ended						Since
	December 31,			December 31,			December 31,			December 31,			Inception
	March 31,			March 31,			March 31			March 31			Inception
	2012			2011			2012			2011			February 20, 2008
	2013			2012			2013			2012			February 20, 2008
REVENUES:
Income	$	—		$	—		$	—		$	—		$	—
Total Revenue		—			—			—			—			—
EXPENSES:
Professional Fees		81,~~100~~726			54,~~050~~200			1113,~~750~~476			812,~~575~~775			5658,~~410~~136
Selling, General, and Administrative		74267			—564			74341			—564			6,~~331~~598
Total Expenses		81,~~174~~993			54,~~050~~764			1113,~~824~~817			813,~~575~~339			6264,~~741~~734
OTHER INCOME/(EXPENSE)
Interest Expense		(1,~~249~~289	)		(~~919~~993	)		(23,~~381~~670	)		(12,~~732~~724	)		(1112,~~452~~741	)
NET OTHER INCOME/(EXPENSE)	$	(1,~~249~~289	)	$	(~~919~~993	)	$	(23,~~381~~670	)	$	(12,~~732~~724	)	$	(1112,~~452~~741	)
NET LOSS	$	(93,~~423~~282	)	$	(5,~~969~~757	)	$	(1417,~~205~~487	)	$	(1016,~~307~~063	)	$	(7477,~~193~~475	)
Basic and fully diluted net loss per common share:		*			*			*			*			*
Weighted average common shares outstanding		1,000,000			1,000,000			1,000,000			1,000,000			1,000,000
*--less than $.01

(3)

One XL Corp.
(A Development Stage Company)
Statements of Cash Flows (unaudited)
							Cumulative
	For the six months ended						Totals Since
	For the nine months ended						Totals Since
	December 31,						Inception
	March 31,						Inception
	2012			2011			February 20, 2008
	2013			2012			February 20, 2008
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(1417,~~205~~487	)	$	(1016,~~307~~063	)	$	(7477,~~193~~475	)
Adjustments to reconcile net loss to net (used in)
operating activities:
Changes in Assets and Liabilities:
Increase in Accrued Interest to a Related Party		23,~~381~~670			12,~~732~~724			1112,~~452~~741
NET CASH (USED IN) OPERATING ACTIVITIES		(1113,~~824~~817	)		(813,~~575~~339	)		(6264,~~741~~734	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loan to a Related Party		1315,000			811,000			6466,625
NET CASH PROVIDED BY FINANCING ACTIVITIES		1315,000			811,000			6466,625
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		1,~~176~~183			(~~575~~2,339	)		1,~~884~~891
CASH AND CASH EQUIVALENTS,
BEGINNING BALANCE		708			4,757			—
ENDING BALANCE	$	1,~~884~~891		$	42,~~182~~418		$	1,~~884~~891
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE SIX MONTHS ENDED:
CASH PAID DURING THE QUARTERS ENDED:
Interest	$	—		$	—		$	—
Taxes	$	—		$	—		$	—

(4)

ONE XL CORP.

NOTES TO THE UNAUDITED FINANCIAL STATEMENTS

AS OF MARCH 31, 2013

============================================================================

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 $7477,~~193~~475, used cash from operations of $6264,~~741~~734 since its inception, and has a working capital deficiency of $7477,~~193~~475 at ~~December~~March 31, ~~2012~~2013.

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.

(5)

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 Statement 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.

Net ~~(loss)~~ 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 ~~December~~March 31, ~~2012~~2013.

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, note and accrued interest payable to a related party 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~~nine ~~six~~ months ended March ~~December~~ 31, ~~2012~~2013.

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.

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 ~~December~~March 31, ~~2012~~2013.

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 ~~December~~March 31, ~~2012~~2013, 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 ~~six~~quarter ~~months~~ ended ~~December~~March 31, ~~2012~~2013.

(6)

Recent Accounting Pronouncements

~~FASB~~The Company has reviewed all recently issued, ~~Accounting~~but ~~Standards~~not ~~Codification~~yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its consolidated financial condition or the consolidated results of its operations.

(In May 2011, FASB issued Accounting ~~Standards~~ Standards Update No. 2011-04, “Fair Value Measurements (Topic 820): Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRSs” (“ASU 2011-04”). ASU ~~2009~~2011-0104 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. The Company anticipates that the adoption of this standard will not materially expand its financial statement note disclosures.

In ~~June~~ ~~2009~~June 2011, FASB ~~approved~~issued ~~the~~ASU ~~FASB~~No. 2011-05, “Comprehensive ~~Accounting~~Income ~~Standards Codification~~ (~~“the~~ASC ~~Codification”~~Topic 220): asPresentation ~~the~~of ~~single~~Comprehensive ~~source~~Income” of(“ASU ~~authoritative~~2011-05”), ~~nongovernmental~~which ~~GAAP.~~amends ~~All~~current ~~existing~~comprehensive ~~accounting~~income ~~standard~~guidance. This ~~documents,~~accounting ~~such~~update aseliminates ~~FASB,~~the ~~American~~option ~~Institute~~to ofpresent ~~Certified~~the ~~Public Accountants,~~components ~~Emerging~~of ~~Issues Task Force and~~ other ~~related~~comprehensive ~~literature,~~income ~~excluding~~as ~~guidance~~part ~~from~~of the ~~Securities~~statement ~~and~~of ~~Exchange~~shareholders’ ~~Commission (“SEC”)~~equity. Instead, ~~have~~ ~~been superseded by~~ the ~~Codification.~~Company ~~All~~must ~~other~~report ~~non-grandfathered,~~comprehensive income ~~non-SEC~~in ~~accounting~~either ~~literature~~a ~~not~~single ~~included~~continuous instatement ~~the~~of ~~Codification has~~comprehensive ~~become~~income ~~nonauthoritative.~~which ~~The~~contains ~~Codification~~two ~~did not change GAAP~~sections, ~~but~~net ~~instead~~income ~~introduced~~and aother ~~new structure that combines all authoritative~~comprehensive ~~standards~~income, ~~into~~or ain ~~comprehensive,~~two ~~topically~~separate ~~organized~~but ~~online~~consecutive ~~database~~statements. ASU ~~The~~2011-05 ~~Codification~~will isbe effective for public companies during the interim orand annual periods ~~ending~~ beginning after ~~September~~ December 15, ~~2009~~2011, ~~and~~with ~~impacts~~early ~~the~~adoption permitted. The Company’s ~~financial~~is ~~statements~~reviewing ASU as2011-05 ~~all future references~~ to ~~authoritative accounting~~ascertain ~~literature~~its ~~will~~impact beon ~~referenced in accordance with~~ the ~~Codification.~~Company’s ~~There~~financial ~~have~~position, ~~been~~results ~~no changes to the content~~ of ~~our consolidated~~operations ~~financial statements~~ or ~~disclosures~~cash flows as ait ~~result~~only ofrequires a ~~implementing~~change in the ~~Codification~~format ~~during~~of the ~~quarter~~current ~~ended December 31, 2012~~presentation.

AsIn September 2011, the FASB issued ASU 2011-08, “Testing Goodwill for Impairment”, which allows, but does not require, an entity when performing its annual goodwill impairment test the option to first do an initial assessment of qualitative factors to determine whether it is more likely than not that the fair value of a ~~result~~reporting unit is less than its carrying amount for purposes of ~~our~~determining ~~implementation~~whether it is even necessary to perform the first step of the ~~Codification~~two-step ~~during~~goodwill impairment test. Accordingly, based on the ~~quarter~~option ~~ended~~created in ~~December~~ASU 312011-08, ~~2012~~the calculation of a reporting unit’s fair value is not required unless, ~~previous~~as ~~references~~a toresult ~~new~~of ~~accounting~~the qualitative assessment, ~~standards~~it ~~and~~is ~~literature~~more ~~are~~likely nothan ~~longer~~not ~~applicable.~~that Infair value of the ~~current~~reporting ~~annual~~unit ~~financial~~is ~~statements~~less than its carrying amount. If it is less, wethe ~~will~~quantitative impairment ~~provide~~test ~~reference~~is then required. ASU 2011-08 also provides for new qualitative indicators to ~~both~~replace those currently used. Prior ~~new~~to ~~and~~ASU ~~old~~2011-08, ~~guidance~~entities were required to ~~assist~~test ingoodwill ~~understanding~~for impairment on at least an annual basis, by first comparing the ~~impacts~~fair value of ~~recently~~a ~~adopted~~reporting ~~accounting~~unit ~~literature~~with its carrying amount. If the fair value of a reporting unit is less than its carrying amount, ~~particularly~~then the second step of the test is performed to measure the amount of impairment loss, if any. ASU 2011-08 is effective for ~~guidance~~annual ~~adopted~~and ~~since~~interim ~~the~~goodwill impairment tests performed for fiscal years beginning ofafter December 15, 2011, with early adoption permitted. The Company adopted ASU 2011-08 during the ~~current~~first quarter of fiscal ~~year~~2013. ~~but~~The ~~prior~~adoption toof ASU 2011-08 did not impact the ~~Codification~~Company’s results of operations or financial condition.

~~Subsequent~~In December 2011, FASB issued Accounting ~~Events~~Standards Update 2011-11, “Balance Sheet - Disclosures about Offsetting Assets and Liabilities” to enhance disclosure requirements relating to the offsetting of assets and liabilities on an entity's balance sheet. The update requires enhanced disclosures regarding assets and liabilities that are presented net or gross in the statement of financial position when the right of offset exists, or that are subject to an enforceable master netting arrangement. The new disclosure requirements relating to this update are retrospective and effective for annual and interim periods beginning on or after January 1, 2013. The update only requires additional disclosures, as such, the Company does not expect that the adoption of this standard will have a material impact on its results of operations, cash flows or financial condition.

~~(Included in~~In ~~Accounting~~July ~~Standards~~2012, ~~Codification~~the ~~(“ASC”)~~FASB ~~855~~issued ~~“Subsequent~~ASU ~~Events”~~No. 2012-02, “Testing ~~previously~~Indefinite-Lived ~~SFAS~~Intangible NoAssets for Impairment”. ~~165~~The guidance allows companies to perform a “~~Subsequent Events~~qualitative”) assessment to determine whether further impairment testing of indefinite-lived intangible assets is necessary, similar in approach to the goodwill impairment test.

~~SFAS No.~~ASU ~~165~~2012-02 ~~established~~allows ~~general~~companies ~~standards~~the ofoption to ~~accounting~~first ~~for~~assess ~~and~~qualitatively ~~disclosure~~whether ofit ~~events~~is ~~that~~more ~~occur~~likely ~~after~~than ~~the~~not ~~balance~~that ~~sheet~~an ~~date,~~indefinite-lived ~~but before~~intangible ~~the~~asset ~~financial~~is ~~statements~~impaired, ~~are~~before determining ~~issued~~whether orit ~~available~~is necessary to beperform ~~issued~~the ~~(“subsequent~~quantitative ~~events”)~~impairment test. An entity is not required to ~~disclose~~calculate the ~~date~~fair value ~~through~~of ~~which~~an ~~subsequent~~indefinite-lived ~~events~~intangible ~~have~~asset ~~been evaluated~~ and perform the ~~basis~~quantitative ~~for~~impairment ~~that~~test ~~date.~~unless ~~For public entities, this is~~ the ~~date~~entity ~~the~~determines ~~financial statements are issued. SFAS No. 165 does not apply to subsequent events or transactions~~ that ~~are within~~it ~~the~~is ~~scope~~more oflikely ~~other~~than ~~GAAP and did~~ not ~~result~~that ~~in significant changes in~~ the ~~subsequent~~asset ~~events~~is ~~reported by us~~impaired. ~~SFAS~~ ~~No.~~Companies ~~165 became~~can ~~effective~~choose ~~for~~to ~~interim~~perform orthe ~~annual~~qualitative ~~periods~~assessment ~~ending~~on ~~after~~none, ~~June 15~~some, ~~2009~~or all ~~and~~of ~~did~~its ~~not~~indefinite-lived ~~impact~~intangible ~~our~~assets ~~consolidated~~or ~~financial~~choose ~~statements. We~~to ~~evaluated~~only ~~for~~perform ~~subsequent events through~~ the ~~issuance~~quantitative ~~date~~impairment oftest ~~our~~for ~~consolidated~~any ~~financial statements. No recognized or non~~indefinite-~~recognized~~lived ~~subsequent~~intangible ~~events~~in ~~were~~any ~~noted~~period.

~~Determination~~ASU 2012-02 is effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012, with early adoption permitted. The Company is in the process of evaluating the ~~Useful~~guidance ~~Life~~and ofthe ~~Intangible~~impact ~~Assets~~ASU 2012-02 will have on its financial statements.

~~(Included in~~In ~~ASC~~August ~~350~~2012, the FASB issued ASU 2012-03, “~~Intangibles~~Technical —Amendments ~~Goodwill~~and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114. , Technical Amendments Pursuant to SEC Release No. 33-9250, and ~~Other~~Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)”, ~~previously~~in ~~FSP~~Accounting ~~SFAS~~Standards Update No. ~~142~~2012-303. ~~“Determination~~This ofupdate ~~the~~amends ~~Useful~~various SEC paragraphs pursuant ~~Lives~~to the issuance of ~~Intangible~~SAB ~~Assets”)~~No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

~~FSP SFAS~~In ~~No.~~October ~~142-3~~2012, ~~amended~~ the ~~factors~~Financial ~~that~~Accounting ~~should be considered in developing renewal or extension assumptions used to determine~~Standards ~~the~~Board ~~useful~~(FASB) ~~life of a recognized intangible asset under previously~~ issued ~~goodwill~~Accounting ~~and~~Standards ~~intangible~~Update ~~assets~~(ASU) ~~topics.~~2012-04, ~~This~~“Technical ~~change~~Corrections ~~was intended to improve the consistency between the useful life of a recognized intangible asset~~ and ~~the~~Improvements” ~~period~~in ~~of expected cash flows~~Accounting ~~used~~Standards toUpdate ~~measure~~No. ~~the fair value of the asset under topics related to business combinations and other GAAP~~2012-04. The ~~requirement~~amendments ~~for determining~~in ~~useful~~this ~~lives~~update ~~must~~cover bea ~~applied~~wide ~~prospectively~~range ~~to intangible assets acquired after the effective date and the disclosure requirements must be applied prospectively to all intangible assets recognized as~~ of, ~~and~~Topics ~~subsequent~~in ~~to,~~ the ~~effective~~Accounting ~~date. FSP~~Standards ~~SFAS No~~Codification. 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.

~~Noncontrolling~~These amendments include technical corrections ~~Interests~~and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

(~~Included in ASC 810 “Consolidation”, previously SFAS No. 160 “Noncontrolling Interests in Consolidated Financial Statements an amendment of ARB No. 51”~~6)

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 financial statements.

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 financial statements.

(7)

NOTE D-SUPPLEMENTAL CASH FLOW INFORMATION

Supplemental disclosures of cash flow information for the ~~six~~nine months ended ~~December~~March 31, ~~2012~~2013 and ~~2011~~2012 is summarized as follows:

Cash paid during the ~~six~~nine months ended ~~December~~ March 31, ~~2012~~2013 and ~~2011~~2012 for interest and income taxes:

		2012		2011
		2013		2012
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 ~~December~~March 31, ~~2012~~2013.

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 the ~~six~~nine months ended ~~December~~March 31, ~~2012~~2013.

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 ~~December~~March 31, ~~2012~~2013 ~~and 2011~~ is as follows:

	2012			2011
Total Deferred Tax Asset	$	26,341
Total Deferred Tax Asset	$	25,225		$	20,396
Valuation Allowance		(26,341	)
Valuation Allowance		(25,225	)		(20,396	)
Net Deferred Tax Asset		—
Net Deferred Tax Asset		—			—

The reconciliation of income taxes computed at the federal statutory income tax rate to total income taxes for the period from inception through ~~December~~ March 31, ~~2012~~2013 and ~~2011~~2012 is as follows:

	2012			2011
	2013			2012
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 $45,~~800~~945 and $35,~~500~~461 for the ~~six~~nine months ending ~~December~~March 31, ~~2012~~2013 and ~~2011~~2012, respectively.

As of ~~December~~ March 31, ~~2012~~2013, the Company had a federal and state net operating loss carry forward in the amount of approximately $7477,~~193~~475, which expires in the tax year ending June 30, 2032.

(87)

NOTE G-CAPITAL STOCK

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

During the ~~six~~ nine months ended ~~December~~March 31, ~~2012~~ 2013 and ~~2011~~2012, the ~~Company~~company issued no stock.

As of ~~December~~ March 31, ~~2012~~2013, the Company has 1,000,000 common shares outstanding 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
Totals		1,000,000				$	100

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

During the ~~six~~ nine months ended ~~December~~March 31, ~~2012~~ 2013 and ~~2011~~2012, the ~~Company~~company issued no preferred stock. As of ~~December~~March 31, ~~2012~~2013, the Company has no shares of preferred stock outstanding.

NOTE H-DEVELOPMENT STAGE COMPANY

The Company is in the development stage as of ~~December~~March 31, ~~2012~~2013 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 $6466,625 and is payable upon demand and bears interest at 8% per year. The interest expense for the ~~six~~ nine months ended ~~December~~March 31, ~~2012~~2013 and 2012 ~~2011~~ is $23,~~381~~670 and $12,~~732~~724, respectively. The total interest accrued, but not paid as of ~~December~~ March 31, ~~2012~~2013 is $1112,~~452~~741.

(98)

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Overview

Statements, other than 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 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 that our forward looking statements are based on reasonable assumptions, we caution that such statements are subject to a wide range of risks, trends and uncertainties that could cause actual results to differ materially from those projected. Among those risks, trends and uncertainties are important factors that could cause actual results to differ materially from the forward looking statements, 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.

When used 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.

Overview

One XL Corp. (“we”, “us” or the “Company”) was organized 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, reverse 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 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. Our fiscal year ends on June 30.

Based on our business activities, the Company is a “shell company” as defined under the Exchange Act because we have no operations and nominal assets consisting solely of cash and/or 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 as defined under the Exchange Act because we are a development stage company that is issuing a “penny stock” (as defined under the Exchange Act) and have no specific business plan or purpose other than 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.

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) 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~~Our ~~intends to~~officer ~~devote~~ devotes only as much time as ithe deems necessary to our affairs.

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.

Any entity with 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 such 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.

We expect that in connection with any Business Combination, we will issue a significant number of shares of our common stock (equal to at least 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. The 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.

Our management anticipates that our Company likely will affect only one Business Combination, due primarily to our limited financial resources and the dilution of interest for present and prospective stockholders, which is likely to 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.

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 periodic reports under the Exchange Act, investigating and analyzing Targets and, possibly, consummating a Business Combination. Our current assets will not be sufficient for these purposes; however, we believe we will be able to meet these costs from cash which may be loaned to or invested in us by our ~~stockholders,~~stockholder ~~management~~ or other investors. It is unlikely that we will be able to secure third party funding for our operations and we cannot be certain 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.

(109)

Liquidity and Capital Resources

At ~~December~~March 31, ~~2012~~2013, we had total assets of $1,~~884~~891, consisting exclusively of cash. This compares with total assets of $708 at June 30, 2012 our fiscal year end. At ~~December~~March 31, ~~2012~~2013, the Company had current liabilities of $7679,~~077~~366 compared with current liabilities of $60,696 at June 30, 2012, in each case, comprised exclusively of amounts owed to our current stockholder and a former stockholder.

Our existing cash reserves will not be sufficient to cover our operating costs and expenses over the next twelve months.

To date, we have funded our operations through loans from our stockholder. Our stockholder has advised management orally that he presently expects to fund additional costs and expenses we may incur through loans or further investment in the Company, as and when necessary. However, our stockholder is under no obligation to provide such funding.

The following is a summary of the Company's cash flows provided by (used in) operating, investing, and financing activities:

	Six Months Ended December 31, 2012		Six Months Ended December 31, 2011		For the Cumulative Period from October 12, 2007 (Inception) to December 31, 2012
	Nine Months Ended March 31, 2013		Nine Months Ended March 31, 2012		For the Cumulative Period from October 12, 2007 (Inception) to March 31, 2013
Net Cash (Used In) Operating Activities	$	(1113,~~824~~817)	$	(813,~~575~~339)	$	(6264,~~741~~734)
Net Cash Provided by Financing Activities	$	1315,000	$	811,000	$	6466,625
Net Increase (Decrease) in Cash and Cash Equivalents	$	1,~~176~~183	$	(~~575~~2,339)	$	1,~~884~~891

We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide investors with any assurance that we will have sufficient capital resources to fund our operations and realize our business objectives.

Results of Operations

Since our inception, we have not engaged in any substantive operations, other than seeking to identify a Target, nor have we generated any revenues. We reported a net loss for the three and ~~six~~nine months ended ~~December~~March 31, ~~2012~~2013 of $93,~~423~~282 and $517,~~969~~487, respectively, ~~compared~~ compared to a net loss of $145,~~205~~757 and $1016,~~307~~063, respectively, for the comparable periods of 2011, and have suffered a net loss since inception of $7477,~~193~~475. At ~~December~~March 31, ~~2012~~2013, we had a working capital deficit of $7477,~~193~~475 compared to a working capital deficit of $59,988 at June 30, 2012. Since our inception, our operating expenses have principally comprised professional fees and expenses ~~incurred~~ 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 not expect to engage in any activities, other than seeking to identify a Target, unless and until such time as we enter into a Business Combination with a Target, if ever. We cannot provide 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 prospects.

Going Concern

Our negative 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. The ability of the Company to continue as a going concern is dependent on its ability to obtain capital from our affiliates to fund our operations, generate cash from the sale of its securities and attain future profitable operations. Management’s plans include selling its equity securities and obtaining debt financing to fund its capital requirement and ongoing operations; however, there can be no assurance the Company will be successful in these efforts.

(10)

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4(T). Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of ~~December~~March 31, ~~2012~~2013, the Company’s management performed an evaluation, under the supervision and with the participation of of the Company’s ~~Chief~~chief ~~Executive~~executive ~~Officer~~officer, who is the Company’s principal executive officer and principal financial ~~officer~~ officer and who we refer to herein as our PEO, of the effectiveness of the design and operation of the Company’s disclosure ~~controls~~ controls and procedures (as defined in Rules 13a-15 and 15d-15 under the Exchange Act), 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~~June 3130, ~~2011~~2012, ~~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 ~~December~~March 31, ~~2012~~2013.

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:

1.• We did not maintain effective controls over the control 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 Company’s financial reporting, procedures for depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation, because we have only one officer who is responsible for all such duties.

We believe that the weaknesses in our disclosure controls and procedures and ICFR are a direct consequence of our size, ~~resource~~financial ~~constraints~~and personnel resources and the nature of our business. We are a “shell company,” as defined under the Securities Act, in that we have no operations, generate no revenue and have only 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(d)(5)(ii) of Regulation S-K

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 ~~December~~March 31, ~~2012~~2013 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 is a party 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.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

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

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.

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 for the quarter ended ~~December~~March 31, ~~2012~~2013.
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.INS **	XBRL Instance Document
101.SCH **	XBRL Taxonomy Extension Schema Document
101.CAL **	XBRL Taxonomy Extension Calculation Linkbase Document
2
101.DEF **	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **	XBRL Taxonomy Extension Label Linkbase Document
101.PRE **	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.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(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: February 13, 2013	By:		/s/ C. Lynn White
Date: May 13, 2013	By:	/s/ C. Lynn White
	Name:	C. Lynn White	~~C. Lynn White~~
	Title:	President, Principal Executive Officer and Principal Financial Officer	~~President, Principal Executive Officer and Principal Financial Officer~~

Filing Compare · ONE XL CORP