~~UNITES~~ UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended: June 30, ~~2012~~2013

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

For the transition period from ________ to ________

Commission File No.: ~~000-~~:53423

ONE XL, ~~CORP~~INC.

(Exact name of registrant as specified in its charter)

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

3925 Ayrshire Place, Charlotte, NCNorth Carolina 28210

(Address of registrant's principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (704) 556-9989

Issuer’s telephone number

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

None

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

Common Stock, par value $0.0001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. £Yes S No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. £Yes S No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. SYes £No Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). S Yes £No Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. S Yes £ No SNo

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

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

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). SYes £No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. £

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

Large accelerated filer □£ Accelerated filer □£ Non-accelerated filer ~~□ Smaller reporting company S~~ (Do not check if a smaller reporting company) 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 aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter. $0 Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. At September 19, 2012 there were 1,000,000 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE NoneSNo

The aggregate market value of voting and non-voting common equity held by non-affiliates as of September 27, 2013 was approximately $ -0- .

At September 27, 2013 there were 1,000,000 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

(1)

FORWARD-LOOKING STATEMENTS

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

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

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

(2)

PART I

General

One XL, ~~Corp~~Inc. (“we”, “us”, or the “Company” ~~or like terms~~) was ~~incorporated~~organized in the State of Nevada on February 20, 2008. We were organized to serve as a vehicle for a business ~~combination~~transaction through a capital stock exchange, merger, asset acquisition or other similar business transaction ~~combination~~ (a “Business Transaction”) with an operating or development stage business (a “Target Business”) which desires to utilize our status as a reporting company under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Since inception, our business operations have comprised attending to organizational matters, registering our class of common stock under the Exchange Act, satisfying our reporting obligations under the Exchange Act and identifying and evaluating potential Target Businesses. We have not generated any revenue, have no full-time employees and do not own or lease any property. To date, we have funded our operations from the proceeds of loans from our ~~stockholder~~present and former stockholders.

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. 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.

Given that we are a “shell company” and the Target Business with which we consummate a Business Transaction likely will be involved in business operations at the time of the transaction, the transaction we enter into with such company would be referred to as a “reverse acquisition” or “reverse merger” for accounting purposes.

As more fully described under Item 5, “Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities,” because we are a shell company, our stockholders are not entitled to rely on Rule 144 as an exemption from the registration requirements of the Securities Act in connection with the resale of their securities prior to any Business Transaction and are subject to additional limitations as to the use of Rule 144 to resell their securities after a Business Transaction.

Management does not intend to undertake any efforts to cause a market to develop in our securities, either debt or equity. Any effort to develop a market in our securities will be in the discretion of management after a Business Transaction.

We will not engage in any substantive commercial business or revenue generating operations unless and until we consummate a Business Transaction. We currently are identifying and evaluating Target Businesses but we do not have any specific Business Transaction under consideration. Our efforts to identify a prospective Target Business will not be limited to a particular industry or geographic location. We will seek to consummate the transaction which is most attractive and provides the greatest opportunity for creating securityholder value. The determination of which opportunity is the most attractive will be based on our analysis of a variety of factors, including whether the transaction would be in the best interests of our securityholders, the terms of the transaction and the perceived quality of the business of the Target Business~~, among other factors~~.

We anticipate that the selection of a Target Business will be complex and extremely risky and we cannot assure you that we will be successful in concluding a Business Transaction. Our lack of financial and personnel resources may negatively impact our ability to consummate a Business Transaction or cause us to discontinue operations before we enter such a transaction. In addition, our sole officer has never served in any capacity with a company having a business purpose such as ours, which may negatively impact our ability to conclude a transaction.

We will not realize any revenues or generate any income unless and until we conclude a Business Transaction with 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 Transaction.

(3)

Affecting a Business Transaction

General.

A Business Transaction may involve the acquisition of, or merger with, a company which desires to have a class of securities registered under the Exchange Act, while avoiding what its management may deem to be the adverse consequences of undertaking a public offering itself. These include time delays, significant expenses, possible loss of voting control and compliance with various rigorous federal and state securities laws.

Our management has not developed a specific plan or process for identifying a Target Business or effectuating a Business Transaction. Our business is predicated upon relationships built by management and the ongoing effort to develop new contacts through which our management may be introduced to prospective Target Businesses. Moreover, given the wide ranging variables inherent in our business, management cannot predict when we will effectuate a Business Transaction, if ever, or the amount of capital we will require for such purpose.

Search for a target.

We are currently in the process of identifying and evaluating potential Target Businesses. As described below, our management has broad discretion with respect to selecting prospective acquisition candidates. At such time as we affect a Business Transaction, if ever, we will be impacted by numerous risks inherent in the business and operations of the Target Business. The risks attendant to the Target Business may include risks typical of a financially unstable company or an entity in its early stage of development or growth, including entities without established records of sales or earnings. 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.

Sources of Target Businesses.

We intend to source our target opportunities from various internal and external sources. Target Business candidates may be brought to our attention from affiliated and unaffiliated sources. Our management may ~~draw~~tap on personal contacts and relationships ~~that~~ he and his affiliates have developed and maintain with various professionals, including accountants, consultants, bankers, attorneys and other advisors. In addition, management may initiate formal or informal inquiries or attend trade shows or conventions. In no event will any of our affiliates be paid any finder’s fee, consulting fee or other compensation prior to or for any services they render in connection with the consummation of a Business Transaction.

Target Business candidates may be brought to our attention by unaffiliated sources as a result of being solicited by us through calls or mailings. These sources may also introduce us to Target Business candidates in which they believe we may have an interest. We may retain the services of agents or other representatives to identify or locate suitable targets on our behalf, though, to date, we have not engaged any such persons~~, to date~~. We have not adopted any policy with respect to utilizing the services of consultants or advisors to assist in the identification of a Target Business, the criteria to be used in selecting such consultants or advisors, the services to be provided, the term of service or the amount of fees we may pay to them. In the event that we retain the services of professional firms or other individuals that specialize in business acquisitions, we may pay a finder’s fee, consulting fee or other compensation to be determined in an arm’s length negotiation.

Selection criteria for a Target Business.

We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. In evaluating a prospective Target Business, our management will consider, among other factors, the following:

· financial condition and results of operation; · growth potential; · experience and skill of management and availability of additional personnel; · capital requirements; · competitive position; · barriers to entry in the industry; · stage of development of the products, processes or services; · degree of current or potential market acceptance of the products, processes or services; · proprietary features and degree of intellectual property or other protection of the products, processes or services; · regulatory environment ofwithin the industry; and · The costs associated with affecting the Business Transaction with a particular Target Business.

These criteria are not intended to be exhaustive or to in any way limit the board of director’s unrestricted discretion to enter into a Business Transaction with any Target Business. Any evaluation relating to the merits of a particular Business Transaction will be based, to the extent relevant, on the above factors as well as other considerations deemed relevant by our management.

(4)

Due Diligence Investigation.

In evaluating a prospective Target Business, we will conduct as extensive a due diligence review of potential targets as possible. Our review will be constrained by our limited capital resources, lack of full-time employees and management’s inexperience in such endeavors. We may enter into a Business Transaction with a privately-held company in its early stages of development or that has only a limited operating history on which we could base our decision. Since little public information typically is available about these companies, we will be required to rely on the ability of management to obtain adequate information to evaluate the potential risks and returns from entering into a Business Transaction with such a company. We expect that our due diligence may include, among other things, meetings with the Target Business’s incumbent management, an inspection of its facilities and a review of financial and other information made available to us. This due diligence review will be conducted by our management, possibly with the assistance of our counsel, accountants or other third parties.

Our financial and personnel limitations may render it impractical for us to conduct an exhaustive investigation and analysis of a Target Business candidate before we consummate a Business Transaction. Management’s decisions, therefore, will likely be made without detailed feasibility studies, independent analyses and market surveys or other methodologies which, if we had more funds available to us, would be desirable. We will be particularly dependent in making decisions upon information provided by the principals, promoters, ~~owners,~~ sponsors or others associated with the business opportunity seeking our participation.

It is unlikely that our management at the time of a Business Transaction will continue in any material capacity with the Company after the consummation of a Business Transaction, other than as stockholders.

Our assessment of a Target Business and its management may not be accurate. If we do not uncover all material information about a Target Business prior to a Business Transaction, we may not make a fully informed investment decision and we may lose money on our investment.

The time and costs required to select and evaluate a Target Business and to structure and complete a Business Transaction cannot presently be ascertained with any degree of certainty. Any costs we incur in furtherance of consummating a Business Transaction that is not ~~ultimately completed~~consummated may result in a loss to us.

Form of acquisition; Opportunity for stockholder approval.

The manner in which we participate in a Business Transaction will depend upon, among other things, the nature of the opportunity and the respective requirements and desires of management of our Company and of the Target Business. In addition, the structure of any Business Transaction will be dispositive as to whether stockholder approval of the Business Transaction is required.

It is likely we will structure a Business Transaction as either an acquisition of the stock or assets of the Target Business or as a merger of the Target Business with us or ~~our~~a wholly owned subsidiary we may organize to engage in the transaction. Important factors the parties will consider in structuring a Business Transaction will be the time and cost of a particular structure and the tax treatment that the structure might receive. If the Business Transaction is structured as an acquisition of a Target Business's stock or assets, our Company will not require the vote or approval of stockholders and the transaction may be accomplished in the sole determination of management. If the Business Transaction is structured as a merger, the transaction would require the approval of the holders of a majority of the outstanding shares of our common stock ~~and~~which may necessitate calling a stockholders' meeting to obtain such approval and the ~~filings~~filing of reports and documents with the SEC and state agencies. This process may result in delays and additional expenses in the consummation of a proposed transaction and afford rights to dissenting stockholders who could require us to purchase their stock for cash. In light of the above, management likely will seek to structure a Business Transaction as an acquisition so as not to require stockholder approval. In either case, we likely will issue a significant number of shares to the securityholders of the Target Business and our stockholders prior to the transaction likely would hold a small minority of the outstanding shares of our common stock after giving effect to the transaction.

We will seek to structure a Business Transaction to qualify for tax-free treatment under the Internal Revenue Code of 1986, as amended (the “Code”). In some cases, the Code mandates very specific parameters for a transaction to qualify as tax free. For example, in order for a stock for stock exchange transaction to qualify as a “tax free” reorganization, the holders of the stock of the target must receive a number of shares of our stock equal to 80% or more of the voting stock of our Company. Depending on the circumstances of an acquisition, we may not be able to structure a transaction in the most tax advantageous manner. Further, we cannot assure you that the Internal Revenue Service or state tax authorities will agree with our tax treatment of any transaction.

It is likely that as part of a Business Transaction, all or a majority of our Company's management at the time of the transaction will resign and new directors will be appointed without any vote by stockholders.

In view of our status as a “shell” company, any acquisition of the stock or assets of or the merger with an operating company would be deemed to be a “reverse acquisition” or “reverse merger” for accounting purposes.

We anticipate that the investigation of specific business opportunities and the negotiation, preparation and execution of relevant agreements, disclosure documents and other instruments will require significant management time and attention and substantial cost for accountants, attorneys and others. If a decision is made not to participate in a specific business opportunity, the costs incurred in the related investigation would not be recoverable. Furthermore, even if an agreement is reached for a Business Transaction, the failure to consummate that transaction may result in the loss to the Company of the related costs incurred.

(5)

Lack of diversification.

We expect that we will be able to consummate a Business Transaction with only one candidate given that, among other considerations, we will not have the resources to diversify our operations. Moreover, given that we likely will offer a controlling interest in our Company to a Target Business in order to achieve a tax-free reorganization, the dilution of interest to present and prospective stockholders will render more than one Business Transaction unlikely. Therefore, at least initially, the prospects for our success may be entirely dependent upon the future performance of a single business and we will not benefit from the possible spreading of risks or offsetting of losses that Business Transactions with multiple operating entities would offer. By consummating a Business Transaction with a single entity, our lack of diversification may result in our dependency upon the development or market acceptance of a single or limited number of products, processes or services and subject us to numerous economic, competitive and regulatory developments, any or all of which may have a substantial adverse impact upon the particular industry in which we may operate subsequent to a Business Transaction.

Competition

We expect that in the course of identifying, evaluating and selecting a Target Business, we may encounter intense competition from other entities having a business objective similar to ours. These include blank check companies that have raised significant capital through sales of securities registered under federal securities laws that have a business plan similar to ours and, asconsequently, ~~well~~possess asa significant competitive advantage over our Company both from a financial and personnel perspective. Additionally, we may be subject to competition from other entities having a business objective similar to ours, including venture capital firms, leveraged buyout firms and operating businesses looking to expand their operations through acquisitions. Many of these entities are well established, possess significant capital, may be able to offer securities for which a trading market exists and ~~may~~ have extensive experience identifying and affecting these types of business ~~combinations~~transactions directly or through affiliates. Moreover, nearly all of these competitors possess ~~greater~~ greater technical, ~~human~~personnel and other resources than us. In addition, we will experience competition from other modestly capitalized ~~shell~~ shell companies that are seeking to enter into business ~~combinations~~transactions with targets similar to those we expect to pursue. WeOur ~~expect that~~lack ~~our~~of ~~ability~~financial resources to ~~consummate~~provide to a Target Business ~~Transaction~~may ~~will~~negatively beimpact ~~constrained by~~ our ~~lack~~ability ~~of financial resources~~ to ~~provide~~consummate toa ~~the Target~~ Business Transaction.

If we succeed in affecting a Business Transaction, there will be, in all likelihood, intense competition from competitors of the Target Business. We cannot currently apprise you of ~~any of~~ these risks nor can we assure you that, subsequent to a Business Transaction, we will have the resources or ability to compete effectively.

Employees

We have one executive officer who has other business interests and who is not obligated to devote any specific number of hours to our matters. HeShe intends to devote only as much time as he deems necessary to our affairs. The amount of time our officer will devote to our affairs in any time period will vary based on whether a Target Business has been selected for the Business Transaction and the stage of the Business Transaction process the Company is in. Accordingly, as management identifies suitable Target Businesses, we expect that our management will spend more time investigating such Target Business and will devote additional time and effort negotiating and processing the Business Transaction as developments warrant. We do not intend to have any full time employees prior to the consummation of a Business Transaction.

Our management may engage in other business activities similar and dissimilar to those we are engaged in without any limitations or restrictions. To the extent that our management engages in such other activities ~~similar to ours~~, there will be possible conflicts of interest in diverting opportunities which would be appropriate for our Company to other entities or persons with which our management is associated or have an interest, ~~rather~~ rather than offering such opportunities to us. Since we have not established any policy for the resolution of such a conflict, we could be adversely affected should our officer ~~and~~ /director choose to place his other business interests before ours. We cannot ~~assure~~ assure you that such potential conflicts of interest will not result in the loss of potential opportunities or that any conflict ~~will~~ will be resolved in our favor.

Our officer and director, who is our sole stockholder, may negotiate for or otherwise consent to the disposition of all or any portion of his stock as a condition to, or in connection, with a Business Transaction. Therefore, it is possible that the terms of any Business Transaction will provide for the sale of all or a portion of his stock which would raise issues relating to a possible conflict of interest with our other security holders.

(6)

Item 1A. Risk Factors.

An investment in our securities involves a high degree of risk. You should consider carefully all of the risks described below, together with the other information contained in this Annual Report on Form 10-K, including the financial statements, before making a decision to invest in our securities. If any of the following risks occur, our business, financial condition and results of operations may be materially adversely affected.

The absence of operations and revenues and our limited financial resources raises substantial doubt about our ability to continue as a going concern.

At June 30, ~~2012~~2013, we had $~~708~~745 of cash in our treasury and no other assets of any kind, and liabilities of $6080,~~696~~692, consisting principally of amounts due to our stockholder. We are not generating any revenues and possess limited capital to fund our operations, including for such purposes as preparing and filing reports under the Exchange Act, identifying a Target Business and negotiating a Business Transaction. The report of our independent auditor and Note B to the financial statements included in this Form 10-K indicate that our losses from operations, net capital deficiency, failure to generate cash flow and ongoing operating expenses without corresponding revenues raise substantial doubt about the Company’s ability to continue as a going concern. If we are unable to continue as a going concern and are forced to discontinue operations our stockholders could lose the entire amount of their investment in our Company.

We require capital to fund our ongoing operations. If capital is not available, we may have to discontinue operations.

To date, we have funded our operations from the proceeds of loans from our stockholder. Our sole stockholder has advised us of his intention to fund our operations for the foreseeable future, though there is no written agreement binding him to do so. Our operating and financial condition renders it unlikely that we would be able to obtain third-party financing to sustain operations, if necessary. In the event that we are unable to obtain the cash ~~necessary~~required to fund our ~~capital requirements~~business, we ~~may~~will not be able to continue operations and ~~our~~ stockholders could lose the entire amount of their investment in our Company. Without further capital infusion, we will not have the ability to continue operations beyond the filing of this report.

We are a development stage company with no operating history. Accordingly, there is no basis upon which to evaluate our ability to achieve our business objective. We can offer no assurance that we ever will consummate a Business Transaction or that any such transaction will result in a gain for our stockholders.

We are a development stage company and have not engaged in any revenue generating activities to date. Since we do not have any operating history, you have no basis upon which to evaluate our ability to achieve our business objectives. We are not presently engaged in, and will not engage in, any substantive commercial business or generate any revenue until we consummate a Business Transaction, if ever. We are currently in the process of evaluating and identifying targets for a Business Transaction. We cannot assure you as to when or if a Business Transaction will occur. Moreover, we can offer no guarantee that the Company will achieve long-term or immediate short-term earnings from any Business Transaction.

Our officer and director has never been a principal of, nor has he ever been affiliated with, a company formed with a business purpose similar to ours.

Our sole officer and director has never served in any capacity with a company the ~~business~~objective ~~purpose~~acquiring ~~of which is to acquire~~ an operating business. Accordingly, you may not be able to adequately evaluate management’s ability to consummate ~~successfully~~ a Business Transaction. Moreover, our officer/ and director does not have experience evaluating or conducting due diligence with respect to companies in connection with a Business Transaction and he may not uncover all material information about a Target Business prior to a Business Transaction nor may he accurately assess a Target Company's business or management. ~~Our management~~Management's failure to conduct complete and accurate due diligence or accurately assess the future strength of a Target Business could have a significant negative impact on our operations and could cause our stockholders to lose their entire investment.

~~We do not have a specific plan for identifying Target Businesses and we cannot estimate or predict when or if we ever will affect a Business Transaction.~~(7)

~~Our management~~We ~~does~~do not have ~~any~~a specific plan ~~or process~~ for identifying ~~a Target Business or effectuating a Business Transaction.~~ ~~The business of the Company is predicated upon relationships built by management and the ongoing effort to develop new contacts through which management is introduced to potential~~ Target Businesses. ~~Moreover,~~and ~~given~~we ~~the wide ranging variables inherent in its business, management~~ cannot predict ~~the~~when ~~amount~~or ofif ~~time~~we ~~required~~ever towill ~~effectuate~~affect a Business Transaction ~~nor~~or estimate the ~~amount~~costs ofin ~~funds~~connection ~~required~~with ~~therefor.~~such ~~In light of these factors, we cannot assure investors that we ever will consummate a Business Transaction~~transaction.

~~(7)~~Our management does not have any specific plan or process for identifying a Target Business or effectuating a Business Transaction. The business of the Company is predicated upon relationships built by management and the ongoing effort to develop new contacts through which management is introduced to potential Target Businesses. Moreover, given the wide ranging variables inherent in our business, management cannot predict the amount of time required to effectuate a Business Transaction nor the capital required therefor. In light of these factors, we cannot assure investors that we ever will consummate a Business Transaction.

Our officer/ and director will apportion his time to other businesses which may cause conflicts of interest in his determination as to how much time to devote to our affairs. This conflict of interest could have a negative impact on our ability to consummate a Business Transaction.

Our officer~~/director~~ and director engages in other businesses and is not required to devote his full time or any specific number of hours to our affairs, which could create a conflict of interest when allocating his time between our operations and his other commitments. We do not have and do not expect to have any full time employees prior to the consummation of a Business Transaction. If our officer’s~~/director’s~~ other business affairs require ~~his~~him to devote more substantial ~~amounts~~additional of time to such affairs, it could limit his ability to devote time to our affairs and could have a negative impact on our ability to consummate a Business Transaction. We cannot assure you that these conflicts will be resolved in our favor.

~~Our officer/director~~We ~~may~~have ~~engage~~no inexisting ~~business~~agreement ~~activities~~for ~~that~~a ~~compete directly with our business, which may cause conflicts of interest~~Business asTransaction toor ~~which~~other ~~entity he should present a business opportunity~~transaction.

~~Our management~~We ~~may~~presently ~~engage~~have inno ~~other~~written arrangement ~~business activities without any limitations~~ or ~~restrictions.~~agreement Towith ~~the~~respect ~~extent~~to ~~that~~engaging ~~our management engages~~ in ~~other~~a ~~activities~~Business ~~similar~~Transaction. toWe ~~ours,~~cannot ~~there~~assure ~~will~~you bethat ~~possible~~we ~~conflicts~~will ofsuccessfully ~~interest in diverting opportunities which would~~identify beand ~~appropriate~~evaluate ~~for~~suitable ~~our~~business ~~Company~~opportunities ~~to other entities~~ or ~~persons~~that ~~with~~we ~~which~~will ~~our~~enter ~~management~~into isa ~~associated~~Business ~~or have an interest, rather than offering such opportunities to us~~Transaction. ~~Since~~Management wehas ~~have~~ not ~~established~~identified any ~~policy for the resolution of such a conflict, we could~~ beparticular ~~adversely~~industry ~~affected~~or ~~should~~specific ~~our~~business ~~officer~~within ~~and~~an ~~director~~industry ~~choose~~for ~~to place his other business interests before ours~~evaluation. We cannot ~~assure you~~guarantee that ~~such~~we ~~potential conflicts of interest~~ will ~~not~~be ~~result~~able into ~~the loss of potential opportunities or that any conflict will~~negotiate bea ~~resolved~~Business inTransaction ~~our~~on ~~favor~~favorable terms.

WeOur future success is dependent on the ~~have~~ability noof ~~existing~~management ~~agreement~~to ~~for~~complete a Business Transaction with a Target Business that operates profitably.

~~We presently~~The ~~have~~nature noof ~~written~~our ~~arrangement~~operations is orhighly ~~agreement~~speculative. ~~with~~We ~~respect~~may not be able to ~~engaging~~enter ininto a Business Transaction. WeIf ~~cannot~~we ~~assure~~do, ~~you~~the ~~that we~~future success of our plan of operation will ~~successfully~~depend ~~identify~~on ~~and~~the ~~evaluate~~operations, ~~suitable~~financial ~~business~~condition ~~opportunities~~and ormanagement ~~that~~of the Target Business we ~~will~~may acquire. While management is seeking to enter into a Business Transaction~~. Management~~ ~~has~~with ~~not~~an ~~identified~~entity ~~any~~having ~~particular~~an ~~industry~~established, orprofitable ~~specific~~operating ~~business~~history ~~within~~and aneffective ~~industry~~management, we ~~for~~cannot ~~evaluation.~~assure Weyou ~~cannot guarantee~~ that we will be ~~able~~successful toin ~~negotiate~~consummating a Business Transaction onwith ~~favorable~~a ~~terms~~candidate that meets that those criteria. We can not assure you that, even if atwe ~~all~~consummate a Business Transaction, the Company will realize any short-term or long-term earnings.

~~If we~~The ~~consummate~~time aand ~~Business~~cost ~~Transaction~~of bypreparing ~~way~~a ofprivate company anto ~~acquisition,~~become ~~stockholders~~a public reporting company may ~~not~~preclude ~~have~~us anfrom ~~opportunity~~entering tointo ~~vote~~a onBusiness Transaction with the ~~transaction~~most attractive private companies.

~~If we~~Target ~~consummate~~companies athat ~~Business~~we may ~~Transaction~~investigate bythat ~~way~~fail ofto ancomply ~~acquisition~~with ofSEC ~~the~~reporting ~~capital~~requirements, ~~stock~~financial orand ~~assets~~otherwise, ofmay ~~the~~delay ~~Target~~or ~~Business,~~preclude ~~the~~a ~~transaction~~Business ~~may~~Transaction. beSections ~~accomplished~~13 inand ~~the~~15(d) ~~sole~~of ~~determination~~the ofExchange ~~management~~Act ~~without~~require ~~any~~reporting ~~vote~~companies orto ~~approval~~provide bycertain ~~our~~information ~~securityholders.~~about ~~Accordingly,~~significant ~~holders~~acquisitions, ofincluding ~~our~~audited ~~securities~~financial atstatements for the company acquired. The time ofand ~~any~~additional ~~Business~~costs ~~Transaction~~that may ~~not~~be ~~have~~incurred by ansome ~~opportunity~~target entities to ~~evaluate~~prepare these statements may significantly delay or essentially preclude the ~~Target~~consummation of a Business orTransaction. ~~its~~Otherwise ~~management~~suitable ~~and~~acquisition ~~will~~prospects that do not have toor ~~rely~~are onunable to obtain the ~~judgment~~required ofaudited ~~management~~statements may inbe ~~assessing~~inappropriate ~~the~~for ~~future~~acquisition ~~profitability~~so ~~and~~long ~~viability~~as the reporting requirements of the ~~Target~~ ~~Business~~Exchange Act are applicable.

~~Our future~~We ~~success~~likely iswill ~~dependent~~complete ononly ~~the~~one ~~ability~~Business Transaction, ofwhich ~~management~~will cause us to ~~complete~~be dependent solely on a ~~Business~~single ~~Transaction~~business ~~with~~and a ~~Target~~limited ~~Business~~number ~~that~~of ~~operates profitably~~products, services or assets.

~~The nature~~Given of our ~~operations~~limited isfinancial resources ~~highly~~and ~~speculative.~~other Weconsiderations, ~~may~~it ~~not~~is belikely ~~able~~we towill ~~enter~~complete ~~into~~ a Business Transaction. Ifwith weonly ~~do,~~one ~~the~~Target ~~future~~Business. Accordingly, ~~success~~the ofprospects for our ~~plan~~success ofmay ~~operation~~be ~~will~~solely ~~depend~~dependent onupon the ~~operations,~~performance ~~financial~~of ~~condition~~a single business and ~~management~~dependent ofupon the ~~Target~~development or ~~Business~~market weacceptance ~~may acquire.~~of ~~While~~a ~~management~~single isor ~~seeking~~limited tonumber ~~enter~~of ~~into~~products, aprocesses ~~Business~~or ~~Transaction~~services. ~~with~~In anthis ~~entity~~case, ~~having~~we anwill ~~established,~~not ~~profitable~~be ~~operating history~~able ~~and~~to ~~effective~~diversify our ~~management,~~operations weor ~~cannot~~benefit ~~assure~~from ~~you~~the ~~that~~possible wespreading ~~will~~of berisks ~~successful~~or inoffsetting ~~consummating~~of alosses, ~~Business~~unlike ~~Transaction~~other ~~with a~~entities ~~candidate~~which ~~that~~may ~~meets~~have ~~that~~the resources ~~those~~to ~~criteria.~~complete Weseveral ~~can~~Business ~~not~~Transactions ~~assure~~or ~~you~~asset ~~that,~~acquisitions ~~even~~in ifdifferent weindustries ~~consummate~~or adifferent ~~Business~~areas ~~Transaction,~~of ~~the~~a ~~Company~~single ~~will~~industry ~~realize~~so ~~any~~as ~~short-term~~to ordiversify ~~long-term~~risks ~~earnings~~and offset losses.

~~The time and cost of preparing a private company to become a public reporting company may preclude us from entering into a Business Transaction with the most attractive private companies.~~(8)

~~Target companies~~If ~~that~~ we ~~may~~affect ~~investigate~~a ~~that~~Business ~~are~~Transaction ~~unable to comply~~ with ~~SEC reporting requirements, financial and otherwise, may delay~~ ~~or preclude~~ a ~~Business~~financially ~~Transaction.~~unstable ~~Sections~~company 13or ~~and~~an ~~15(d)~~entity ofin the ~~Exchange~~early ~~Act~~stage ~~require~~of ~~reporting~~development ~~companies~~or ~~to provide certain information about significant acquisitions~~growth, ~~including~~we ~~audited~~will ~~financial~~be ~~statements~~subject ~~for~~to ~~the~~greater ~~company~~risks ~~acquired. The time and additional costs~~than ~~that~~if ~~may~~we bewere ~~incurred by some target entities~~ to ~~prepare~~affect ~~these statements may significantly delay or essentially preclude the consummation of~~ a Business Transaction. ~~Otherwise~~with ~~suitable~~a ~~acquisition~~more ~~prospects~~established ~~that~~company dowith ~~not~~a ~~have~~proven orrecord ~~are unable to obtain the required audited statements may be inappropriate for acquisition so long as the reporting requirements~~ of ~~the~~earnings ~~Exchange~~and ~~Act are applicable~~growth.

Given our financial and personnel resources compared to those of our competitors, we may be limited ~~resources~~to ~~and~~consummating a Business Transaction with a company that is financially unstable or is in the ~~significant~~early ~~competition~~stage ~~for~~of ~~Target~~development ~~Businesses~~or growth, including an entity without established records of sales or earnings. To the extent we affect a Business Transaction with a financially unstable or early stage or emerging growth company, we may be impacted by numerous risks inherent in the business and operations of such company that we would not be ~~able~~ subject to ~~consummate~~if anwe ~~attractive~~were to affect a Business Transaction with a more seasoned company with a proven record of earnings and growth.

~~We will~~Given ~~encounter~~our ~~intense~~limited ~~competition~~resources ~~from other entities having a business objective similar to ours, including blank check companies, finance companies, banks, venture capital funds, leveraged buyout funds, operating businesses~~ and ~~other~~the ~~financial~~significant ~~buyers competing~~competition for ~~acquisitions.~~Target Many of these entities are well established and have extensive experience in identifying and affecting Business Transactions directly or through affiliates. Nearly all of these competitors possess greater financialBusinesses, ~~technical, human and other resources than~~ we domay ~~and~~not ~~our financial resources will~~ be ~~negligible~~able ~~when contrasted with those of many of these competitors. In addition, we will experience direct competition from other modestly capitalized shell companies that are seeking~~ to ~~enter~~consummate ~~into business~~an ~~combinations~~attractive ~~with~~Business ~~targets similar to those we expect to pursue~~Transaction.

~~(8)~~We will encounter intense competition from other entities having a business objective similar to ours, including blank check companies, finance companies, banks, venture capital funds, leveraged buyout funds, operating businesses and other financial buyers competing for acquisitions. Many of these entities are well established and have extensive experience in identifying and affecting Business Transactions directly or through affiliates. Nearly all of these competitors possess greater financial, technical, human and other resources than we do and our financial resources will be negligible when contrasted with those of many of these competitors. In addition, we will experience direct competition from other modestly capitalized shell companies that are seeking to enter into business combinations with targets similar to those we expect to pursue.

We It is likely ~~will~~that ~~complete~~we ~~only~~will ~~one~~consummate a Business Transaction, ~~which~~with ~~will~~a ~~cause~~private uscompany tofor bewhich ~~dependent~~limited ~~solely~~information onwill abe ~~single~~available ~~business~~to ~~and~~conduct adue ~~limited number of products, services or assets~~diligence.

~~Given our~~We ~~limited financial resources and other considerations, it is~~ likely ~~that we~~ will ~~complete~~enter into a Business Transaction with ~~only one~~a ~~Target~~privately-held ~~Business~~company. ~~Accordingly~~Generally, ~~the~~very ~~prospects~~little ~~for~~public ~~our~~information ~~success~~exists ~~may~~about these companies or their management and we will be ~~dependent~~required ~~solely~~to ~~upon~~rely on the ~~performance~~ability of aour ~~single~~management ~~business and~~to ~~the~~obtain ~~development~~adequate orinformation ~~market~~to ~~acceptance~~evaluate ofthe potential asuccess ~~single~~of orentering ~~limited~~into ~~number~~a oftransaction ~~products,~~with ~~processes~~such ora ~~services~~company. In ~~this case~~addition, weour management will ~~not~~ beonly ~~able~~devote limited time to ~~diversify~~the ~~our~~business ~~operations~~of orthe ~~benefit~~Company ~~from~~and ~~the~~will ~~possible~~have ~~spreading~~available ofto ~~risks~~it orextremely ~~offsetting~~limited offinancial ~~losses,~~resources ~~unlike~~with ~~other~~which to conduct due diligence. ~~entities~~If ~~which~~our ~~may~~assessment ~~have~~of the ~~resources~~Target toBusiness’s ~~complete~~operations ~~several~~and ~~Business~~management ~~Transactions~~is inaccurate or ~~asset~~we ~~acquisitions~~are inunable ~~different~~to ~~industries~~uncover all material orinformation ~~different~~about ~~areas~~these ofcompanies, athen ~~single~~we ~~industry~~may sonot asmake toa ~~diversify~~fully ~~risks~~informed investment decision, and ~~offset~~we ~~losses~~may lose money on our investments.

If we ~~affect~~consummate a Business Transaction by ~~with~~way aof ~~financially unstable company or~~ an ~~entity in the early stage of development or growth~~acquisition, we ~~will~~stockholders bemay ~~subject~~not tohave ~~greater~~an ~~risks~~opportunity ~~than if we were~~ to ~~affect~~vote aon ~~Business~~the ~~Transaction with a more established company with a proven record of earnings and growth~~transaction.

~~Given our~~If ~~financial and personnel resources compared to those of our competitors,~~ we ~~may~~consummate ~~be limited to consummating~~ a Business ~~Transaction~~ ~~with~~Transaction aby ~~company~~way ~~that~~of isan ~~financially~~acquisition ~~unstable~~of orthe iscapital instock ~~the~~or ~~early~~assets ~~stage~~ of ~~development~~the orTarget ~~growth~~Business, ~~including~~the antransaction ~~entity~~may ~~without~~be ~~established~~accomplished ~~records~~in ~~of sales or earnings. To~~ the ~~extent~~sole wedetermination ~~affect~~of amanagement ~~Business~~without ~~Transaction~~any ~~with~~vote ~~a financially unstable~~ or ~~early~~approval ~~stage~~by orour ~~emerging growth~~securityholders. ~~company~~Accordingly, weholders ~~may~~of beour ~~impacted~~securities at bythe ~~numerous~~time ~~risks~~of ~~inherent~~any inBusiness ~~the~~Transaction ~~business~~may ~~and~~not ~~operations~~have ofan ~~such~~opportunity ~~company~~to ~~that~~evaluate wethe ~~would~~Target ~~not be~~Business ~~subject~~or toits ifmanagement weand ~~were~~will have to ~~affect~~rely aon ~~Business~~the ~~Transaction~~judgment ~~with~~of amanagement ~~more~~in ~~seasoned~~assessing ~~company~~the ~~with~~future aprofitability ~~proven~~and ~~record~~viability of ~~earnings~~the ~~and~~Target ~~growth~~Business.

ItSince we have not yet selected a particular isindustry ~~likely~~or ~~that~~Target weBusiness ~~will~~with ~~consummate~~which to complete a Business Transaction, ~~with~~we aare ~~private~~unable ~~company~~to ~~for~~ascertain ~~which~~the ~~limited~~merits ~~information~~or ~~will~~risks beof ~~available~~the toindustry ~~conduct~~or ~~due~~business ~~diligence~~in which we may ultimately operate at this time.

We are currently in the ~~likely~~process ~~will~~of ~~enter~~evaluating ~~into~~and identifying targets for a Business Transaction. ~~with~~However, aour ~~privately-held~~plan ~~company.~~of ~~Generally,~~operation ~~very~~permits ~~little~~our ~~public~~board ~~information~~of ~~exists~~directors ~~about~~to ~~these~~consummate ~~companies~~a orBusiness ~~their~~Transaction ~~management~~with ~~and~~a wecompany ~~will~~in beany ~~required~~industry it chooses and is not limited to ~~rely~~any onparticular ~~the~~industry ~~ability~~or type of ~~our~~business. ~~management~~Accordingly, tothere ~~obtain~~is ~~adequate information~~no current basis to evaluate the ~~potential~~possible ~~success~~merits or risks of ~~entering~~the ~~into~~particular industry in which we may ultimately operate or the Target Business that we may ultimately acquire. To the extent we complete a ~~transaction~~Business Transaction with ~~such~~ a company. Inthat ~~addition,~~does ~~our~~not ~~management~~have a stable history of earnings and growth or an entity in a relatively early stage of its development, we will ~~only~~be ~~devote~~affected ~~limited~~by ~~time~~numerous torisks inherent in the business operations of ~~the~~those ~~Company~~entities. ~~and~~If we complete a Business Transaction with an entity in an industry characterized by a high level of risk, we will ~~have~~be ~~available~~affected by the currently unascertainable risks of that industry. Such risks, among other things, could preclude the Company's ability to itsecure ~~extremely~~financing ~~limited~~for ~~financial~~operations ~~resources~~after ~~with~~a ~~which~~Business toTransaction, ~~conduct~~should ~~due~~it ~~diligence~~be required. IfAlthough our ~~assessment~~management ofwill ~~the~~endeavor ~~Target~~to ~~Business’s~~evaluate ~~operations~~the ~~and~~risks ~~management~~inherent isin ~~inaccurate~~a particular industry or Target Business, we ~~are~~cannot ~~unable~~assure toyou ~~uncover~~that ~~all~~we ~~material~~will ~~information~~properly ~~about~~ascertain ~~these~~or ~~companies,~~assess ~~then~~all weof ~~may~~the ~~not~~significant ~~make~~risk afactors. Even ~~fully~~if ~~informed~~we ~~investment~~properly ~~decision~~assess those risks, ~~and~~ wesome of them may ~~lose~~be ~~money~~outside onof our ~~investments~~control.

Since we have not yet selected a particular industry or Target Business with which to complete a Business Transaction, we are unable to ascertain the merits or risks of the industry or business in which we may ultimately operate at this time.(9)

~~We are~~Our ~~currently~~long-term insuccess the process of evaluating and identifying targets for a Business Transaction. However, our plan of operation permits our board of directors to consummate a Business Transaction with a company in any industry it chooses and is not limited to any particular industry or type of business. Accordingly, there is no current basis to evaluate the possible merits or risks of the particular industry in which we may ultimately operate or the Target Business that we may ultimately acquire. To the extent we complete a Business Transaction with a company that does not have a stable history of earnings and growth or an entity in a relatively early stage of its development, we will be ~~affected by numerous risks inherent in the business operations of those~~dependent ~~entities. If we complete a Business Transaction with an entity~~ in anlarge ~~industry~~part ~~characterized~~upon ~~by a high level of risk, we will be affected by~~ the ~~currently~~management ~~unascertainable~~team ~~risks~~ of ~~that industry. Such risks, among other things, could preclude~~ the Company's ability to secure financing for operations after a Business Transaction, should it be required. Although our management will endeavor to evaluate the risks inherent in a particular industry or Target Business, wewhich ~~cannot assure you that we will properly ascertain or assess all of the significant risk factors. Even if we properly assess those risks, some of them~~ may be ~~outside~~difficult ofto ~~our~~fully ~~control~~evaluate.

~~Our~~After a Business Transaction, our long-term success we will be dependent inupon ~~large~~the ~~part~~management ~~upon~~team of the Target Business. Although we intend to scrutinize the management team of ~~the~~a prospective Target Business as closely as possible in connection with evaluating the desirability of affecting a Business Transaction, ~~which~~we cannot assure you that our assessment of the management team will prove to be correct. These individuals may be ~~difficult~~unfamiliar with the complex disclosure and financial reporting requirements imposed on U.S. public companies and other requirements of operating a public company, which could divert their attention from their core business to ~~fully~~the determent of the operating results ~~evaluate~~of the Target Business.

~~After a~~A Business Transaction, our long-term success we will be dependent upon the management team of the Target Business. Although we intend to scrutinize the management team of a prospective Target Business as closely as possible in connection with ~~evaluating the desirability of affecting~~ a ~~Business Transaction, we cannot assure you that our assessment of the management team will prove~~foreign tocompany ~~be correct. These individuals~~ may besubject ~~unfamiliar~~us with the complex disclosure and financial reporting requirements imposed on U.S. public companies and other requirements of operating a public company, which could divert their attention from their core business to ~~the~~additional ~~determent of the operating results of the Target Business~~risks.

~~(9)~~If we enter into a Business Transaction with a foreign entity, we will be subject to all of the risks inherent in business operations outside of the United States. These risks include:

~~A Business~~· ~~Transaction~~unexpected changes in, or impositions of, legislative or regulatory requirements; · foreign currency exchange rate fluctuations; · potential hostilities and changes in diplomatic and trade relationships; · changes in duties and tariffs, taxes, trade restrictions, license obligations and other non-tariff barriers to trade; · burdens of complying with a wide variety of foreign ~~company~~laws ~~may~~and ~~subject~~regulations; us· tolonger ~~additional~~payment ~~risks~~cycles and difficulties collecting receivables through foreign legal systems; · difficulties in enforcing or defending agreements and intellectual property rights; · reduced protection for intellectual property rights in some countries; · potentially adverse tax consequences; and · political and economic instability.

If the Target Business with which we enter ~~into~~ a Business Transaction ~~with~~does anot ~~foreign~~successfully ~~entity,~~manage wethese ~~will~~risks beamong ~~subject~~others tothat ~~all~~we ofmay ~~the~~not ~~risks~~identify ~~inherent~~at ~~in business operations~~the ~~outside~~time of ~~the~~a ~~United~~Business ~~States.~~Transaction, ~~These~~our ~~risks~~business ~~include:~~may be negatively impacted.

·If ~~unexpected~~we ~~changes~~are ~~in,~~unable orto ~~impositions~~structure ~~of,~~the ~~legislative~~Business Transaction oras ~~regulatory~~a ~~requirements;~~“tax ·free” ~~foreign~~transaction, ~~currency exchange rate fluctuations; ·~~ potential ~~hostilities~~Target ~~and~~Businesses ~~changes~~could inbe ~~diplomatic~~deterred ~~and~~from ~~trade~~entering ~~relationships;~~into ·such ~~changes~~a ~~in duties and tariffs, taxes, trade restrictions, license obligations and other non-tariff barriers to trade; · burdens of complying~~ transaction with aour wide variety of foreign laws and regulations; · longer payment cycles and difficulties collecting receivables through foreign legal systems; · difficulties in enforcing or defending agreements and intellectual property rights; · reduced protection for intellectual property rights in some countries; · potentially adverse tax consequences; and · political and economic instabilityCompany.

IfWe will seek to structure a Business Transaction to receive tax-free treatment under the ~~Target~~Code. ~~Business~~However, ~~with~~we may not be able to structure our acquisition to result in tax-free treatment for target companies or their stockholders, which wecould ~~enter~~deter athem from entering into certain Business Transactions ~~Transaction~~with ~~does~~us. ~~not~~Currently, ~~successfully~~a ~~manage~~transaction ~~these~~may ~~risks~~be ~~among~~structured ~~others~~so ~~that~~as weto ~~may~~result in tax-free treatment to both companies, as prescribed ~~not~~by ~~identify~~various atfederal and state tax provisions. Even if we structure the ~~time~~transaction ofto abe ~~Business~~accorded ~~Transaction~~tax free treatment, ~~our~~the ~~business~~Internal Revenue Service or state tax authorities may bedeny ~~negatively~~such ~~impacted~~treatment. A non-qualifying reorganization could result in the imposition of both federal and state taxes that may have an adverse affect on all parties to the transaction.

~~If we~~We ~~are~~have ~~unable~~not toconducted ~~structure~~any ~~the~~market ~~Business~~research concerning ~~Transaction~~prospective asbusiness ~~a “tax free” transaction~~opportunities, ~~potential~~which ~~Target~~may ~~Businesses~~affect ~~could be~~our ~~deterred~~ability ~~from~~to ~~entering~~identify ~~into such~~ a ~~transaction~~Target ~~with our Company~~Business.

We ~~will~~ ~~seek~~have toneither ~~structure~~conducted nor ahave ~~Business~~others ~~Transaction~~made available to ~~receive~~us ~~tax-free~~results ~~treatment~~of ~~under~~market ~~the~~research ~~Code~~concerning prospective business opportunities. ~~However~~Therefore, we ~~may not be able to structure~~have ~~our~~no ~~acquisition~~assurances tothat ~~result~~market indemand ~~tax-free~~exists ~~treatment~~ for ~~target~~a ~~companies~~Business orTransaction ~~their~~as ~~stockholders,~~contemplated ~~which~~by ~~could deter them from entering into certain Business Transactions with~~ us. ~~Currently,~~There ais ~~transaction~~no ~~may~~assurance bethat ~~structured~~we sowill asbe able to ~~result~~enter ininto ~~tax-free~~a ~~treatment~~Business ~~to both~~Transaction ~~companies,~~on asterms ~~prescribed~~favorable byto ~~various federal and state tax provisions~~us. ~~Even~~Decisions ifas weto ~~structure~~which ~~the~~business ~~transaction~~opportunity to beparticipate ~~accorded~~in ~~tax~~will ~~free~~be ~~treatment,~~made ~~the~~unilaterally ~~Internal~~by ~~Revenue~~our ~~Service~~management, orwhich, ~~state~~in ~~tax~~many ~~authorities~~cases, may ~~deny~~act ~~such~~without ~~treatment.~~the Aconsent, ~~non-qualifying~~vote ~~reorganization could~~or ~~result~~approval ~~in the imposition~~ of ~~both~~our ~~federal and state taxes that may have an adverse affect on all parties to the transaction~~stockholders.

~~We have not conducted any market research concerning prospective business opportunities, which may affect our ability to identify a Target Business.~~(10)

~~We have~~The ~~neither~~Company ~~conducted~~may nor have others made available to us results of market research concerning prospective business opportunities. Therefore, we have no assurances that market demand exists for a Business Transaction as contemplated by us. There is no assurance that we will be ~~able~~subject to ~~enter into a Business Transaction on terms favorable to us. Decisions as to which business opportunity~~further togovernment ~~participate~~regulations ~~in will be unilaterally made by our management,~~ which, inwould ~~many~~adversely ~~cases,~~affect ~~may act without the consent, vote or approval of~~ our ~~stockholders~~operations.

~~Numerous~~Although we are subject ~~external~~to ~~forces~~the reporting requirements of the Exchange Act, ~~including~~management believes we will not be subject to regulation under the ~~recent~~Investment Company ~~financial~~Act ~~crisis~~of 1940, as amended ( the “Investment Company Act”), since we will not be engaged in the business of investing or trading in securities. If we engage in business combinations which will result in our holding passive investment interests in a number of entities, we could ~~negatively~~be ~~affect~~subject to regulations under the Investment Company Act. If so, we would be required to register as an investment company and could be expected to incur significant registration and compliance costs. We have received no formal determination from the SEC as to our ~~businesses~~status under the Investment Company Act and, ~~results~~consequently, violation of ~~operations~~the ~~and~~Investment ~~financial~~Company ~~condition~~Act could subject us to material adverse consequences.

~~Numerous external~~Our ~~forces,~~compliance ~~including~~with ~~the~~changing ~~state~~laws ~~of global financial markets~~ and ~~general economic conditions, lack of consumer confidence,~~ ~~lack~~rules ofregarding ~~availability~~corporate ofgovernance ~~credit, interest rate~~ and ~~currency~~public ~~rate~~disclosure ~~fluctuations~~may ~~and~~result national and international political circumstances (including wars and terrorist acts) could negatively affect our business, results of operations and financial condition. The ongoing global financial crisis affecting the banking system, financial markets and financial institutions has resulted in aadditional ~~tightening in~~expenses ~~the~~to ~~credit~~us ~~markets~~which, ~~a low level of liquidity~~ in ~~many financial markets and extreme volatility in credit and equity markets. The length of time or severity with which these conditions may persist is unknown. As a consequence~~turn, ~~companies that otherwise~~ may ~~have considered becoming public as a result of a reverse acquisition may elect to delay or forego entirely such plans because~~adversely ofaffect ~~the~~our ~~impact~~ability ~~of the global financial crisis on their operations, their inability~~ to ~~obtain~~continue ~~financing~~our ~~to grow their~~ operations ~~and the costs they will required to incur associated with being a public company, among other reasons~~. ~~Accordingly, it may be more difficult and take more time to identify a suitable and willing Target Business and consummate a Business Transaction.~~

~~The~~Keeping abreast of, and ~~Company~~in ~~may~~compliance bewith, ~~subject~~changing laws, regulations and standards relating to ~~further~~corporate ~~government~~governance and public disclosure, including the Sarbanes-Oxley Act of 2002, new SEC regulations and, in the event we are ever approved to trade on either an automated quotation system or a registered exchange, and system or stock exchange rules, will require an increased amount of management attention and external resources. We intend to continue to invest all reasonably necessary resources to comply with evolving standards, which may ~~would~~result ~~adversely~~in ~~affect~~increased general and administrative expenses and a diversion of management time and attention from revenue-generating activities to compliance activities. This could have an adverse impact on our operations.

~~Although we~~We ~~are~~expect ~~subject~~ to ~~the~~issue ~~reporting~~a ~~requirements~~significant ~~of the Exchange Act, management believes we will not be subject to regulation under~~number ~~the Investment Company Act~~ of ~~1940,~~new asshares ~~amended ( the “Investment Company Act”), since we will not be engaged in the business~~ of ~~investing~~capital orstock ~~trading~~ in ~~securities.~~a IfBusiness weTransaction, ~~engage in business combinations~~ which will result in ~~our~~substantial ~~holding~~dilution ~~passive investment~~and ~~interests in~~ a ~~number~~change ofin ~~entities,~~control ~~we could be subject to regulations under the Investment Company Act. If so, we would~~of beownership required to register as an investment company and could be expected to incur significant registration and compliance costs. We have received no formal determination from the SEC as to our status under the Investment Company Act and, consequently, violation of the ~~Investment~~ Company ~~Act could subject us to material adverse consequences~~.

(Our articles of incorporation authorize the issuance of 100,000,000 shares of common stock and 10),000,000 shares of preferred stock. Any Business Transaction affected by us may result in the issuance of additional securities without stockholder approval and may result in substantial dilution in the percentage of our common stock held by our then existing stockholders. Moreover, the common stock issued in any such transaction may be valued on an arbitrary or non-arm's-length basis by our management, resulting in an additional reduction in the percentage of common stock held by our then existing stockholders. Our board of directors has the power to issue any or all of such authorized but unissued shares without stockholder approval. To the extent that additional shares of common stock or preferred stock are issued in connection with a Business Transaction or otherwise, dilution to the interests of our stockholders will occur and the rights of the holders of common stock might be materially adversely affected

~~Our compliance~~We ~~with changing laws and rules regarding corporate governance and public disclosure~~ may ~~result~~issue inpreferred ~~additional~~stock ~~expenses to us~~ which, ~~in turn,~~ may have ~~adversely~~greater ~~affect~~rights ~~our~~than ~~ability to continue~~ our ~~operations~~common stock.

~~Keeping abreast~~Our articles of, ~~and~~incorporation authorize inour ~~compliance~~Company ~~with,~~to ~~changing~~issue ~~laws~~up to 10,000,000 ~~regulations~~shares ~~and~~of ~~standards~~blank ~~relating~~check topreferred ~~corporate~~stock. ~~governance~~Currently, ~~and~~no ~~public~~preferred ~~disclosure,~~shares have been ~~including~~issued; ~~the~~however, ~~Sarbanes-Oxley~~we ~~Act~~can ofissue ~~2002,~~shares ~~new~~of ~~SEC~~our ~~regulations~~preferred ~~and,~~stock in ~~the~~one ~~event~~or wemore ~~are~~series ~~ever~~and ~~approved~~can toset ~~trade~~the onterms ~~either~~of anthe ~~automated~~preferred stock ~~quotation~~without ~~system~~seeking orany afurther ~~registered~~approval ~~exchange,~~from ~~and~~our ~~system~~common orstockholders. ~~stock~~Any ~~exchange~~preferred ~~rules,~~stock ~~will~~that ~~require~~we anissue ~~increased~~may ~~amount~~rank ahead of ~~management~~our common ~~attention~~stock ~~and~~in ~~external~~terms ~~resources.~~of Wedividend ~~intend~~priority toor ~~continue~~liquidation topremiums ~~invest~~and ~~all~~may ~~reasonably~~have ~~necessary~~greater ~~resources~~voting torights ~~comply~~than ~~with~~our ~~evolving~~common ~~standards~~stock. In addition, ~~which~~such preferred stock may ~~result~~contain inprovisions ~~increased~~allowing ~~general~~those ~~and~~shares ~~administrative~~to ~~expenses~~be ~~and~~converted ainto ~~diversion~~shares of ~~management~~common ~~time~~stock, ~~and~~which ~~attention~~could ~~from revenue-generating~~dilute ~~activities~~the value of common stock to ~~compliance~~current ~~activities.~~stockholders ~~This~~and could ~~have~~adversely anaffect ~~adverse~~the ~~impact~~market onprice, if any, of our ~~operations~~common stock.

~~We expect~~There toare ~~issue~~significant arestrictions ~~significant~~on the ~~number~~transferability of ~~new~~outstanding shares of ~~capital~~our ~~stock~~common ~~in a Business Transaction, which we expect will result in substantial dilution and a change in control of ownership of the Company~~stock.

~~Our~~None of the outstanding ~~articles~~shares of ~~incorporation~~our ~~authorize~~common stock has been registered under the ~~issuance~~Securities ofAct ~~100,000,000~~or ~~shares~~the securities laws of ~~common~~any ~~stock~~state and, 10consequently,~~000~~ they may not be resold,~~000~~ ~~shares~~transferred ofor ~~preferred~~otherwise ~~stock. Any~~disposed ~~Business~~of ~~Transaction~~under ~~affected~~federal bysecurities uslaws ~~may~~unless ~~result~~such intransaction is registered under the ~~issuance~~Securities ofAct ~~additional~~or ~~securities~~an ~~without~~exemption ~~stockholder~~from ~~approval~~the ~~and~~registration ~~may result~~requirements inof ~~substantial~~the ~~dilution~~Securities inAct ~~the~~is ~~percentage~~available. In connection with any transfer of shares of our common stock ~~held~~other bythan ~~our~~pursuant ~~then~~to ~~existing~~an ~~stockholders.~~effective ~~Moreover,~~registration statement under the ~~common~~Securities Act, ~~stock~~the ~~issued~~Company inmay ~~any~~require ~~such~~the ~~transaction~~holder ~~may~~to beprovide ~~valued~~to onthe Company an ~~arbitrary~~opinion orof ~~non-arm's-length~~counsel ~~basis~~to bythe ~~our~~effect ~~management,~~that ~~resulting~~such intransfer ~~an additional~~does ~~reduction~~not inrequire registration under the ~~percentage~~Securities ofAct. Persons who acquired our common stock ~~held~~prior byto ~~our~~a ~~then~~Business ~~existing~~Transaction ~~stockholders.~~will ~~Our~~not ~~board~~be ofentitled to ~~directors~~rely ~~has~~on Rule 144 under the ~~power~~ toExchange ~~issue~~Act ~~any~~for orthe ~~all~~resale of ~~such~~our ~~authorized~~securities ~~but~~unless ~~unissued~~and ~~shares~~until ~~without~~(i) ~~stockholder~~we ~~approval.~~cease Toto ~~the~~be ~~extent~~a ~~that~~shell ~~additional shares~~company, of(ii) ~~common~~at ~~stock~~the ortime ~~preferred~~of ~~stock~~the sale we are ~~issued~~reporting inunder ~~connection~~the ~~with~~Exchange aAct, ~~Business~~(iii) ~~Transaction~~we orhave ~~otherwise,~~filed ~~dilution~~all toExchange ~~the~~Act ~~interests~~reports and material ofrequired ~~our~~to ~~stockholders~~be ~~will~~filed ~~occur~~during the preceding 12 months, and (iv) at least one year has elapsed from the ~~rights~~time ofthat we file the ~~holders~~disclosure required ofby ~~common~~the ~~stock~~SEC ~~might~~reflecting bethe ~~materially~~fact ~~adversely~~that ~~affected~~we are no longer a shell company. These restrictions will limit the ability of our stockholders to liquidate their investment.

~~We may issue preferred stock which may have greater rights than our common stock.~~(11)

~~Our articles~~We ofhave ~~incorporation~~not ~~authorize~~registered ~~our~~or ~~Company~~qualified ~~to issue up to 10,000,000 shares of blank check preferred stock. Currently, no~~any ~~preferred~~ shares ~~have been issued; however, we can issue shares~~ of our ~~preferred~~class ~~stock in one or more series and can set the terms~~ of ~~the preferred stock without seeking any further approval from~~ our common ~~stockholders. Any preferred~~ stock ~~that~~for weresale ~~issue~~under ~~may rank~~the ~~ahead~~Blue ofSky ~~our~~laws ~~common stock in terms~~ of ~~dividend~~any ~~priority or liquidation premiums and may have greater voting rights than our common stock. In addition~~state, ~~such preferred stock may contain provisions allowing those shares to be converted into shares of common stock,~~ which ~~could~~will ~~dilute~~limit the ~~value~~liquidity of ~~common stock to current stockholders and could adversely affect~~ the ~~market price, if any,~~ ~~of our~~ common stock.

~~There~~The Company has not registered ~~are~~or ~~significant~~qualified ~~restrictions~~its onclass of common stock for resale or trading under the ~~transferability~~Blue Sky laws of ~~outstanding~~any ~~shares~~state ofand current management does not anticipate doing so. Current stockholders and persons who desire to purchase our common stock should be aware that significant state Blue Sky law restrictions may limit our stockholders from selling their shares and potential purchasers from acquiring our common stock.

~~None of~~The ~~the~~absence ~~outstanding shares~~ of our common stock has been registered under the Securities Act or the securities laws of any state and, consequently, they may not be resold, transferred or otherwise disposed of under federal securities laws unless such transaction is registered under the Securities Act or an ~~exemption~~established ~~from the registration requirements of the Securities Act is available.~~trading Inmarket connection with any transfer of shares of our common stock other than pursuant to an effective registration statement under the Securities Act, the Company may require the holder to provide to the Company an opinion of counsel to the effect that such transfer does not require registration under the Securities Act. Persons who acquired our common stock prior to a Business Transaction will not be entitled to rely on Rule 144 under the Exchange Act for the resale of our securities unless and until (i) we cease to be a shell company, (ii) at the time of the sale we are reporting under the Exchange Act, (iii) we have filed all Exchange Act reports and material required to be filed during the preceding 12 months, and (iv) at least one year has elapsed from the time that we file the disclosure required by the SEC reflecting the fact that we are no longer a shell company. These restrictions will limit the ability of ~~our~~ stockholders to ~~liquidate~~dispose of their ~~investment~~common stock.

WeThere is currently no public ~~have~~trading market for any of our securities. The Company will not ~~registered~~seek orto ~~qualified~~list any ~~shares~~ of our ~~class~~securities on any exchange or have them quoted on an automated quotation system or over-the-counter market. Any decision to initiate public trading of our common stock will ~~for~~be ~~resale~~in ~~under~~ the ~~Blue~~discretion ~~Sky~~of ~~laws~~management of ~~any~~a ~~state,~~ Target Company with which we consummate a Business Transaction. Since stockholders will ~~limit~~not ~~the~~be able to sell their shares, stockholders should consider their liquidity ofneeds with respect to the ~~common~~securities ~~stock~~and should be prepared to hold their shares for an indefinite period.

~~The Company~~We ~~has~~cannot ~~not~~assure ~~registered~~you orthat ~~qualified~~following ~~its class of common stock for resale or trading under the Blue Sky laws of any state and~~a ~~current~~Business ~~management~~Transaction ~~does~~with ~~not~~an ~~anticipate~~operating ~~doing~~business ~~so. Current stockholders and persons who desire to purchase~~ our common stock ~~should~~ will be ~~aware~~listed ~~that~~or ~~significant~~admitted ~~state~~to ~~Blue~~quotation ~~Sky~~on ~~law~~any ~~restrictions~~securities ~~may~~exchange or ~~limit~~other ~~our~~trading ~~stockholders~~medium, ~~from~~which ~~selling~~will ~~their~~limit ~~shares~~the ~~and~~liquidity ~~potential~~of ~~purchasers from~~the ~~acquiring our common stock~~shares.

~~The~~Following a Business Transaction, ~~absence~~incoming ofmanagement anmay ~~established~~seek ~~trading~~to initiate a public market for our common stock. However, we cannot assure you that following such a transaction, our Company as then constituted will ~~limit~~meet the ~~ability~~initial listing standards of ~~stockholders~~any tostock ~~dispose~~exchange ofor ~~their~~that our common stock will be admitted for quotation on the over the counter bulletin board or commence trading on any other medium. If our common stock does not trade publicly, holders may not be able to sell common stock.

~~There is~~The ~~currently~~designation ~~no public trading market for any~~ of our ~~securities.~~common ~~Management~~stock ~~has no present intention to seek to list any of our~~as ~~securities~~a on"penny ~~any exchange or have them quoted on an automated quotation system or over-the-counter market. Any decision to initiate public trading of our common~~ stock" ~~will~~would belimit in the ~~discretion~~liquidity of management of a Target Company with which we consummate a Business Transaction. Since stockholders will not be able to sell their shares, stockholders should consider their liquidity needs with respect to the ~~securities and should be prepared to hold their~~ shares ~~for an indefinite period~~.

~~(11)~~Our common stock after a Business Transaction may be deemed a “penny stock” as that term is defined under Rule 3a51-1 of the Exchange Act. Generally, a “penny stock” is a common stock that is not listed on a securities exchange and trades for less than $5.00 a share. Prices of penny stocks often are not available to buyers and sellers and the market may be very limited. Penny stocks in start-up companies are among the riskiest equity investments. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser's written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity in penny stocks in any market that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

We cannot assure you that following a Business Transaction with an operating business our common stock will be listed or admitted to quotation on any securities exchange or other trading medium, which will limit the liquidity of the shares.(12)

~~Following a~~FINRA ~~Business~~sales ~~Transaction,~~practice ~~incoming~~requirements ~~management~~ may ~~seek to initiate a public market for our common stock. However, we cannot assure~~ ~~you~~also ~~that~~limit ~~following such~~ a ~~transaction,~~stockholder’s ~~our~~ability ~~Company~~to asbuy ~~then~~and ~~constituted~~sell ~~will meet the initial listing standards of any stock exchange or that~~ our ~~common~~ stock ~~will be admitted for quotation on the over the counter bulletin board or commence trading on any other medium~~. ~~If our common stock does not trade publicly, holders may not be able to sell common stock.~~

~~The~~In addition to the “penny ~~designation~~stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock asstocks ain ~~"penny~~any market that develops for our common stock" ~~would~~in the future, which may limit the ~~liquidity~~ability ofto ~~the~~buy and sell our stock and which will have an adverse effect on any market that develops for our shares.

~~Our common~~Limitations ~~stock after a Business Transaction may be deemed a “penny stock” as that term is defined under Rule 3a51-1 of the Exchange Act. Generally, a “penny stock” is a common stock that is not listed~~ on aliability ~~securities exchange~~ and ~~trades~~ ~~for less than $5.00 a share. Prices often are not available to buyers and sellers and the market may be very limited. Penny~~indemnification ~~stocks in start-up companies are among the riskiest equity investments~~matters. Broker-dealers who sell penny stocks must provide purchasers of these stocks with a standardized risk-disclosure document prepared by the SEC. The document provides information about penny stocks and the nature and level of risks involved in investing in the penny stock market. A broker must also provide purchasers with bid and offer quotations and information regarding broker and salesperson compensation, make a written determination that the penny stock is a suitable investment for the purchaser and obtain the purchaser's written agreement to the purchase. Many brokers choose not to participate in penny stock transactions. Because of the penny stock rules, there may be less trading activity in penny stocks in any market that develops for our common stock in the future and stockholders are likely to have difficulty selling their shares.

~~FINRA~~As permitted by the corporate ~~sales~~laws ~~practice~~of ~~requirements~~the ~~may~~State ~~also~~of ~~limit~~Nevada, we have included in our articles of incorporation a ~~stockholder’s~~provision ~~ability~~to eliminate the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to ~~buy~~certain exceptions, including, for example, if the directors did not act in good faith and ~~sell~~in a manner which he or he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. In addition, our ~~stock~~bylaws provide that we are required to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we will be required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnified.

~~In addition~~We to the “penny stock” rules described above, the Financial Industry Regulatory Authority (“FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have ~~reasonable~~never ~~grounds for~~paid ~~believing~~dividends ~~that~~on the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common ~~stock stocks in any market~~ ~~that develops for our common~~ stock ~~in the future, which may limit the ability to buy and sell our stock and which will have an adverse effect on any market that develops for our shares~~.

~~Limitations~~We have never paid dividends on ~~liability~~our common stock and ~~indemnification~~do ~~matters~~not presently intend to pay any dividends in the foreseeable future. In the unlikely event we generated profits prior to a Business Transaction, we expect to retain such earnings and re-invest them into the Company to further its business objectives.

~~As permitted~~Item by the corporate laws of the State of Nevada, we have included in our articles of incorporation a provision to eliminate the personal liability of our directors for monetary damages for breach or alleged breach of their fiduciary duties as directors, subject to certain exceptions, including, for example, if the directors did not act in good faith and in a manner which he or he reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful1B. InUnresolved ~~addition,~~Staff our bylaws provide that we are required to indemnify our officers and directors under certain circumstances, including those circumstances in which indemnification would otherwise be discretionary, and we will be required to advance expenses to our officers and directors as incurred in connection with proceedings against them for which they may be indemnifiedComments.

~~We have~~Not ~~never paid dividends on our common stock~~Applicable.

~~We have~~Item ~~never paid dividends on our common stock and do not presently intend to pay any dividends in the foreseeable future~~2. ~~In the unlikely event we generated profits prior to a Business Transaction, we expect to retain such earnings and re-invest them into the Company to further its business strategy~~Properties.

~~(12)~~We maintain our principal executive offices at 228 Clearwater Drive, Ponte Vedra Beach, Florida, where our President maintains a business office. We use this office space free of charge. We believe that this space is sufficient for our current requirements. The Company does not own or lease any properties at this time and does not anticipate owning or leasing any properties prior to the consummation of a Business Transaction, if ever.

Item 1B 3. ~~Unresolved~~Legal ~~Staff Comments~~Proceedings.

~~Not~~The Company presently is ~~Applicable~~not a party to, nor is management aware of, any pending, legal proceedings.

Item 2 4. ~~Properties~~Mine Safety Disclosures.

~~We maintain~~Not ~~our principal executive offices at 4392 Enchantment Cove Lane, Charlotte, North Carolina, where our President maintains a business office~~applicable. We use this office space free of charge. We believe that this space is sufficient for our current requirements. The Company does not own or lease any properties at this time and does not anticipate owning or leasing any properties prior to the consummation of a Business Transaction, if ever.

~~Item 3. Legal Proceedings.~~(13)

~~The Company~~PART ~~presently is not a party to, nor is management aware of, any pending, legal proceedings.~~II

~~(13)~~Market Information

~~PART~~As of September 27, 2013, IIthere was one holder of record of 1,000,000 outstanding shares of our common stock.

~~Item~~Our common stock does not 5trade, nor is it admitted to quotation, on any stock exchange or other trading facility. ~~Market~~Management ~~for~~has ~~Registrant’s~~no ~~Common~~present ~~Equity~~plan, ~~Related~~proposal, arrangement ~~Stockholder~~or ~~Matters~~understanding with any person with regard to the development of a trading market in any of our securities. Any decision to initiate public trading of our common stock will be in the discretion of management of a Target Company with which we consummate a Business Transaction. We cannot assure you that a trading market for our common stock will ever develop. We have not registered our class of common stock for resale under the blue sky laws of any state and ~~Issuer~~current ~~Purchases~~management does not anticipate doing so. The holders of ~~Equity~~shares ~~Securities~~of common stock, and persons who may desire to purchase shares of our common stock in any trading market that might develop in the future, should be aware that, in addition to transfer restrictions imposed by federal securities laws, significant state blue sky law restrictions may exist which could limit the ability of stockholders to sell their shares and limit potential purchasers from acquiring our common stock.

~~Market~~We are not obligated by ~~Information~~contract or otherwise to issue any securities and there are not outstanding any securities that are convertible into or exchangeable for shares of our common stock.

~~As of~~Shares ~~June~~Available ~~30,~~for ~~2012,~~Future ~~there were two holders of record of 1,000,000 outstanding shares of our common stock.~~Sale

~~Our common~~All ~~stock~~outstanding ~~does~~shares of ~~not~~our ~~trade,~~common ~~nor is it admitted to quotation, on any~~ stock ~~exchange~~are or“restricted ~~other trading facility. Management has no present plan~~securities,” ~~proposal,~~as ~~arrangement~~that orterm ~~understanding~~is ~~with~~defined ~~any~~under ~~person~~Rule ~~with~~144 ~~regard~~promulgated tounder the ~~development of a trading market in~~Securities ~~any~~Act, ofbecause ~~our~~they ~~securities.~~were ~~Any~~issued ~~decision to initiate public trading of our common stock will be~~ in ~~the discretion of management of~~ a ~~Target~~private ~~Company~~transaction ~~with~~not ~~which~~involving ~~we consummate~~ a ~~Business~~public ~~Transaction~~offering. WeAccordingly, ~~cannot~~none ~~assure~~of ~~you~~the ~~that~~outstanding ashares of ~~trading market for~~ our common stock ~~will~~ ~~ever~~may ~~develop.~~be Weresold, ~~have~~transferred ~~not~~or ~~registered~~otherwise ~~our~~disposed ~~class~~ of ~~common~~unless ~~stock~~such ~~for~~transaction ~~resale~~is registered under the ~~blue~~Securities Act ~~sky~~or ~~laws~~an ofexemption ~~any~~from ~~state~~registration ~~and~~is ~~current management~~available. ~~does~~In ~~not~~connection ~~anticipate~~with ~~doing~~any ~~so.~~transfer ~~The holders~~ of shares of ~~common stock, and persons who may desire to purchase shares of~~ our common stock inother ~~any~~than ~~trading~~pursuant to ~~market~~an ~~that~~effective ~~might~~registration ~~develop~~statement inunder the ~~future~~Securities Act, ~~should~~the beCompany ~~aware~~may ~~that,~~require inthe ~~addition~~holder to ~~transfer~~provide ~~restrictions imposed~~to bythe ~~federal~~Company ~~securities~~an opinion ~~laws,~~of ~~significant~~counsel ~~state~~to ~~blue~~the ~~sky~~effect ~~law~~that ~~restrictions~~such ~~may~~transfer ~~exist~~does ~~which~~not ~~could~~require ~~limit~~registration ~~the ability~~ of ~~stockholders to~~such ~~sell their~~ shares ~~and~~under ~~limit~~the ~~potential~~Securities ~~purchasers from acquiring our common stock~~Act.

~~We are~~Rule ~~not~~144 ~~obligated~~is bynot ~~contract~~available for orthe ~~otherwise~~resale toof ~~issue any~~ securities ~~and~~initially ~~there~~issued ~~are~~by ~~not~~companies ~~outstanding~~that ~~any~~are, ~~securities~~or ~~that~~previously ~~are~~were, ~~convertible into~~shell orcompanies, ~~exchangeable~~like ~~for~~us, ~~shares~~unless all of the ~~our~~following ~~common~~conditions ~~stock.~~are met:

~~Shares Available~~· ~~for~~the ~~Future~~issuer ~~Sale~~of the securities that was formerly a shell company has ceased to be a shell company; · the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; · the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and · at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell company.

~~All~~Neither the Company nor ~~outstanding~~its ~~shares~~officer ofand ~~our~~director ~~common~~has ~~stock~~any ~~are~~present ~~“restricted~~plan, ~~securities~~proposal,” asarrangement, ~~that~~understanding ~~term~~or isintention ~~defined~~of ~~under~~selling ~~Rule~~any ~~144~~outstanding ~~promulgated~~shares ~~under~~of ~~the~~common ~~Securities~~stock ~~Act,~~in ~~because~~the ~~they~~public ~~were~~market ~~issued~~subsequent into a ~~private~~Business ~~transaction~~Transaction. ~~not~~Nevertheless, ~~involving~~in athe ~~public~~event ~~offering.~~that ~~Accordingly,~~a ~~none~~substantial number of ~~the outstanding~~ shares of our common stock ~~may~~were to be ~~resold,~~sold ~~transferred,~~in ~~pledged~~any aspublic ~~collateral~~market orthat ~~otherwise~~may ~~disposed~~develop offor ~~unless such~~our ~~transaction~~securities issubsequent ~~registered~~to ~~under~~a ~~the~~Business Transaction, ~~Securities~~such ~~Act~~sales ormay anadversely ~~exemption~~affect ~~from~~the ~~registration~~price isfor ~~available.~~the Insale ~~connection with any transfer~~ of ~~shares~~the ofCompany's ~~our~~ common stock ~~other~~securities ~~than~~in ~~pursuant~~any totrading anmarket. We ~~effective~~cannot ~~registration~~predict ~~statement~~what ~~under~~effect, ~~the~~if ~~Securities Act~~any, ~~the Company~~market ~~may~~sales ~~require~~of ~~the~~currently ~~holder~~restricted toshares ~~provide~~of tocommon ~~the~~stock ~~Company~~or anthe ~~opinion~~availability of ~~counsel~~such shares tofor ~~the~~sale ~~effect~~will ~~that~~have ~~such~~on ~~transfer~~the ~~does~~market ~~not~~prices ~~require registration~~prevailing offrom ~~such~~time ~~transferred~~to ~~shares~~time, ~~under~~if ~~the Securities Act~~any.

~~Rule 144 is not available for the resale of securities initially issued by companies that are, or previously were, shell companies, like us, unless the following conditions are met:~~(14)

· the issuer of the securities that was formerly a shell company has ceased to be a shell company; · the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act; · the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Current Reports on Form 8-K; and · at least one year has elapsed from the time that the issuer filed current comprehensive disclosure with the SEC reflecting its status as an entity that is not a shell companyDividends.

~~Neither the~~We ~~Company~~have ~~nor~~not ~~its~~paid ~~officer/ director has~~ any ~~present plan, proposal, arrangement, understanding or intention of selling any outstanding~~dividends ~~shares~~on ofour common stock ~~in the public market subsequent~~ to adate ~~Business~~and ~~Transaction.~~do ~~Nevertheless,~~not inpresently ~~the~~intend ~~event that a substantial number of shares of our common stock were~~ to bepay ~~sold~~cash individends ~~any~~prior ~~public market that may develop for our securities subsequent~~ to ~~a Business Transaction, such sales may adversely affect~~ the ~~price~~consummation ~~for the sale~~ of ~~the~~a ~~Company's~~Business ~~common stock securities in any trading market~~Transaction. We cannot predict what effect, if any, market sales of currently restricted shares of common stock or the availability of such shares for sale will have on the market prices prevailing from time to time, if any.

~~Dividends~~The payment of any dividends subsequent to a Business Transaction will be within the discretion of our then seated board of directors. Current management cannot predict the factors which any future board of directors would consider when determining whether or when to pay dividends.

WeRepurchases ~~have not paid any dividends on our common stock to date and do not presently intend to pay cash dividends prior to the consummation~~ of aEquity ~~Business Transaction.~~Securities

~~The payment of any dividends subsequent to a Business Transaction will be within the discretion of our then seated board of directors~~None. ~~Current management cannot predict the factors which any future board of directors would consider when determining whether or when to pay dividends.~~

~~Repurchases~~ Recent Sales of ~~Equity~~Unregistered Securities.

~~None~~The Company did not issue or sell any securities during the fiscal year ended June 30, 2013.

~~Recent Sales~~Item of6. ~~Unregistered~~Selected ~~Securities~~Financial Data.

~~The~~As a “smaller reporting ~~Company~~company” ~~did~~as ~~not~~defined ~~issue~~by orItem ~~sell~~10 ~~any~~of ~~securities~~Regulation ~~during~~S-K, the ~~fiscal~~Company ~~year~~is ~~ended~~not ~~June~~required ~~30,~~to ~~2012~~provide the information required by this Item.

~~(14)~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~The following plan of operation 6provides information which management believes is relevant to an assessment and understanding of our results of operations and financial condition. ~~Selected~~The ~~Financial~~discussion ~~Data~~should be read along with our financial statements and notes thereto. The following discussion and analysis contains forward-looking statements which involve risks and uncertainties. Our actual results may differ significantly from the results expectations and plans discussed in these forward-looking statements

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

~~Item~~We were formed to serve 7as a vehicle to acquire, through a capital stock exchange merger, asset acquisition or other similar business combination, an operating or development stage business which desires to utilize our status as a reporting corporation under the Exchange Act. ~~Management’s~~We ~~Discussion~~neither engaged ~~and~~in ~~Analysis~~any ofcommercial ~~Financial~~operations ~~Condition~~nor ~~and~~generated ~~Results~~any ofrevenues ~~Operations~~during the twelve-month period ended June 30, 2013, our fiscal year end.

~~The following~~We ~~plan~~are ofcurrently ~~operation~~in ~~provides information which management believes is relevant to an assessment and understanding of our~~the ~~results~~process of ~~operations~~evaluating and ~~financial~~identifying ~~condition.~~targets ~~The~~for ~~discussion~~a ~~should~~Business beTransaction. ~~read~~We ~~along~~will ~~with~~not ~~our~~engage ~~financial~~in, ~~statements~~any ~~and~~substantive ~~notes~~commercial ~~thereto.~~business ~~The~~activities ~~following~~unless ~~discussion~~ and ~~analysis~~until ~~contains~~we ~~forward-looking~~consummate ~~statements~~a ~~which~~Business ~~involve~~Transaction, ~~risks~~which ~~and uncertainties. Our actual results~~ may ~~differ~~never ~~significantly from the results expectations and plans discussed in these forward-looking statements~~occur.

~~General~~Our management has broad discretion with respect to identifying and selecting a prospective Target Business. We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. There are numerous risks in connection with our current and proposed business plans, including all of the risks enumerated under “Item 1A Risk Factors.” Although our management will endeavor to evaluate the risks inherent in a particular Target Business, we cannot assure you that we will properly ascertain or assess all significant risks.

We expect that in connection ~~were~~with ~~formed~~any toBusiness ~~serve~~Transaction, aswe will issue a ~~vehicle~~significant tonumber ~~acquire,~~of ~~through~~shares aof ~~capital~~our common stock ~~exchange~~(equal ~~merger,~~to ~~asset~~at ~~acquisition~~least or80% ~~other~~of ~~similar~~the ~~business~~total ~~combination,~~number anof ~~operating~~shares oroutstanding ~~development~~after ~~stage~~giving ~~business~~effect ~~which~~to ~~desires~~the transaction and likely, a significantly higher percentage), in order to ensure ~~utilize~~that ~~our~~such ~~status~~transaction qualifies as a ~~reporting~~“tax ~~corporation~~free” transaction under ~~the Exchange~~federal ~~Act~~tax laws). WeThe ~~have~~issuance ~~neither~~of ~~engaged~~additional shares inof ~~any~~our ~~commercial~~capital ~~operations~~stock ~~nor~~will ~~generated~~significantly ~~any~~reduce ~~revenues~~the ~~during~~equity interest of our stockholders as of the ~~twelve-month~~date ~~period~~of ~~ended~~the transaction ~~June~~and ~~30,~~will ~~2012,~~likely result in the resignation or removal of our ~~fiscal~~management ~~year~~as ~~end~~of the date of the transaction.

~~We are~~Our ~~currently~~management inanticipates that the ~~process~~Company oflikely ~~evaluating~~will be able to affect only one Business Transaction, due primarily to our financial resources and ~~identifying~~the dilution ~~targets~~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 Business ~~Transaction~~in order to achieve a tax-free reorganization. WeThis ~~are~~lack ~~not~~of ~~presently~~diversification ~~engaged~~should be considered a substantial risk in investing in us, ~~and~~ because it will ~~not~~concentrate ~~engage~~the ~~in,~~chance ~~any~~for ~~substantive~~our ~~commercial~~success ~~business~~into ~~unless~~a single business and ~~until~~not wepermit ~~consummate~~us ato ~~Business~~offset ~~Transaction,~~potential ~~which~~losses ~~may~~from ~~never occur~~one venture against potential gains from another.

~~Our~~Management anticipates ~~management~~that ~~has~~the ~~broad~~selection ~~discretion~~of ~~with respect to identifying and selecting~~ a ~~prospective~~ Target Business. ~~We have not established any specific attributes or criteria (financial or otherwise) for prospective Target Businesses. There are numerous risks in connection with our current~~ and ~~proposed business plans, including all of~~ the ~~risks~~consummation ~~enumerated under “Item 1A Risk Factors.” By way~~ of ~~example,~~a weBusiness Transaction will be ~~affected~~complex ~~by the risks inherent in the business~~ and ~~operations~~extremely ofrisky ~~the Target Business~~ and~~, if such~~ ~~business~~cannot isassure ainvestors ~~foreign~~that ~~entity, we will be subject to all of~~ the ~~risks~~Company ~~attendant~~ever towill ~~foreign~~enter ~~operations.~~into ~~Although~~such ~~our~~a ~~management will~~transaction ~~endeavor~~or tothat ~~evaluate~~if ~~the~~we ~~risks~~do ~~inherent~~consummate inof a ~~particular Target~~ Business, ~~we cannot assure you~~ Transaction that wethe Company will ~~properly~~achieve ~~ascertain~~ long-term or ~~assess~~immediate ~~all~~short-term ~~significant risk factors~~earnings.

~~We expect that in connection with any Business Transaction, 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~~15), in order to ensure that Business Transaction 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 as of the date of the transaction and will likely result in the resignation or removal of our management as of the date of the transaction.

~~Our management~~Liquidity ~~anticipates that the Company likely will be able to affect only one Business Transaction, due primarily to our financial resources~~ and ~~the~~Capital 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 Business in order to achieve a tax-free reorganizationResources. This lack of diversification should be considered a substantial risk in investing in us, because it will concentrate the chance for our success into a single business and not permit us to offset potential losses from one venture against potential gains from another.

~~Management anticipates~~As ~~that~~of June 30, 2013, the Company ~~selection~~had total assets of a$745, ~~Target~~comprised ~~Business~~exclusively ~~and~~of ~~the~~cash. ~~consummation~~This ofcompares awith ~~Business~~assets ~~Transaction~~of ~~will~~$708, becomprised ~~complex~~exclusively ~~and~~of ~~extremely~~cash, ~~risky~~as ~~and~~of ~~cannot~~June ~~assure~~30, ~~investors~~2012. ~~that~~The ~~the~~ Company’s ~~ever~~liabilities ~~will~~as ~~enter~~of ~~into~~June ~~such~~30, a2013 ~~transaction~~totaled or$80,692 ~~that~~comprised ifexclusively weof doamounts ~~consummate~~due to our sole officer, director and stockholder. This compares with liabilities of a$60,696, ~~Business~~comprised exclusively of monies due to affiliates, ~~Transaction~~as ~~that~~of ~~the~~June 30, 2012. The Company ~~will~~can ~~achieve~~provide ~~long-term~~no orassurance ~~immediate~~that ~~short-term~~it ~~earnings~~can continue to satisfy its cash requirements for at least the next twelve months.

The following is a summary of the Company's cash flows provided by (15used in) operating, investing, and financing activities for the years ended June 30, 2013 and June 30, 2012 and for the cumulative period from February 20, 2008 (inception) to June 30, 2013.

Liquidity and Capital Resources.

	Fiscal Year Ended June 30, 2013			Fiscal Year Ended June 30, 2012			For the Cumulative Period from February 20, 2008 (inception) to June 30, 2013
Net cash provided by (used in) operating activities	$	(14,963	)	$	(15,049	)	$	(65,880	)
Net cash provided by (used in) financing activities	$	15,000		$	11,000		$	66,625
Net increase (decrease) in cash and cash equivalents	$	37		$	(4,049	)	$	745

AsThe Company has nominal ofassets ~~June~~and ~~30,~~has ~~2012,~~generated ~~the~~no ~~Company~~revenues ~~had~~since ~~total~~inception. Our current assets ofwill ~~$708,~~not ~~comprised~~be ~~exclusively~~sufficient ofto ~~cash.~~cover ~~This~~our ~~compares~~operating ~~with~~costs ~~assets~~and expenses ofover ~~$4,757,~~the ~~comprised exclusively~~next oftwelve ~~cash,~~months asduring ofwhich ~~June~~time ~~30,~~we ~~2011.~~will ~~The~~incur ~~Company’s~~costs ~~liabilities~~and asexpenses in connection with the preparation and filing of ~~June~~reports ~~30,~~under ~~2012~~the ~~totaled~~Exchange ~~$60~~Act,~~696~~ ~~comprised~~identifying ~~exclusively of~~and ~~amounts~~evaluating ~~due~~Targets toBusinesses ~~affiliates.~~and ~~This~~costs ~~compares~~we may incur in connection with entering ~~liabilities~~into ofa ~~$45,939,~~Business ~~comprised~~Transaction. ~~exclusively~~These ofcosts ~~monies~~are ~~due~~difficult to ~~affiliates,~~quantify as given the multitude of ~~June~~variables ~~30,~~associated ~~2011~~with such activities. ~~The~~Our ~~Company~~ongoing ~~can~~expenses ~~provide~~will noresult ~~assurance~~in ~~that~~continued itnet ~~can~~operating ~~continue~~losses tothat ~~satisfy~~will ~~its~~increase ~~cash~~until ~~requirements~~we ~~for~~can atconsummate ~~least~~a ~~the~~Business ~~next~~Transaction ~~twelve~~with ~~months~~a profitable Target Business, if ever.

~~The~~To date, we have funded ~~following~~our isoperations athrough ~~summary~~loans offrom ~~the~~our ~~Company's~~present ~~cash~~stockholders. ~~flows~~Our ~~provided~~current bystockholder ~~(used~~has ~~in)~~advised ~~operating,~~us ~~investing,~~that he expects to fund additional costs and ~~financing~~expenses ~~activities~~that ~~for~~we will incur in connection with our operations through loans or further investment in the Company, as ~~years~~and ~~ended~~when ~~June~~necessary. 30However, ~~2012~~he ~~and~~is ~~June~~not ~~30,~~bound ~~2011~~to ~~and~~do ~~for~~so. ~~the~~If ~~cumulative~~continued ~~period~~funding ~~from~~and ~~February~~capital 20resources are unavailable at reasonable terms, ~~2008~~the ~~(inception)~~Company may not be able to ~~June~~implement ~~30,~~its ~~2012~~plan of operations.

	Fiscal Year Ended June 30, 2012			Fiscal Year Ended June 30, 2011			For the Cumulative Period from February 20, 2008 (inception) to June 30, 2012
Net cash (used in) operating activities	$	(15,049	)	$	(12,109	)	$	(50,917	)
Net cash provided by (used in) financing activities	$	11,000		$	14,000		$	51,625
Net increase (decrease) in cash and cash equivalents	$	(4,049	)	$	1,891		$	708

We cannot provide investors with any assurance that we will have sufficient capital resources to identify a suitable Target Business, to conduct effective due diligence as to any Target Business or to consummate a Business Transaction. As a result of our negative working capital, our losses since inception and our failure to generate revenues from operations, our financial statements include a note in which our auditor has expressed doubt about our ability to continue as a "going concern."

~~The Company~~Results has nominal assets and has generated no revenues since inception. Our current assets will not be sufficient to cover our operating costs and expenses over the next twelve months during which time we will incur costs and expenses in connection with the preparation and filing of ~~reports under the Exchange Act, identifying and evaluating Targets Businesses and costs we may incur in connection with entering into a Business Transaction~~Operations. These costs are hard to quantify given the multitude of variables associated with such activities. Our ongoing expenses will result in continued net operating losses that will increase until we can consummate a Business Transaction with a profitable Target Business, if ever.

~~To date~~Since our inception, we have ~~funded~~not ~~our~~engaged ~~operations~~in ~~through~~any ~~loans~~revenue ~~from~~generating ~~our~~activities ~~present~~or ~~stockholders.~~realized ~~Our~~any ~~current~~revenues. ~~stockholders~~It ~~have~~is ~~advised~~unlikely usthe ~~that they~~Company ~~expect to fund additional costs and expenses that we~~ will ~~incur~~have inany ~~connection~~revenues unless ~~with~~it ~~our~~is ~~operations,~~able ~~including~~to asaffect ~~may~~a beBusiness ~~required to~~Transaction ~~file~~or ~~reports~~merger ~~under~~with ~~the~~an ~~Exchange~~operating ~~Act~~company, ~~for~~of ~~due~~which ~~diligence~~there ~~activities~~can ~~and~~be tono ~~consummate~~assurance. aIt is ~~Business~~management's ~~Transaction,~~assertion ~~through~~that ~~loans~~these ~~or further~~circumstances ~~investment~~may inhinder the Company,'s asability ~~and~~to ~~when~~continue ~~necessary.~~as ~~However,~~a ~~they~~going ~~are not bound to do so~~concern. IfThe ~~continued funding and capital~~Company’s ~~resources~~plan ~~are~~of ~~unavailable~~operation atfor ~~reasonable terms,~~ the ~~Company~~next ~~may~~twelve ~~not~~months shall be ~~able~~ to ~~implement~~continue its ~~plan~~efforts ofto ~~operations~~locate suitable Target Businesses.

We ~~cannot~~ ~~provide~~reported ~~investors with any assurance that we will have sufficient capital resources to identify~~ a ~~suitable~~net ~~Target Business,~~loss tofor ~~conduct~~the ~~effective~~year ~~due~~ended ~~diligence~~June as30, to2013 ~~any~~of ~~Target~~$19,960, ~~Business~~compared or to ~~consummate~~ a ~~Business~~net ~~Transaction.~~loss Asfor athe ~~result~~year ofended ~~our~~June ~~negative working capital~~30, ~~our~~2012 ~~losses~~of ~~since inception~~$18,806 and ~~failure~~a tohave ~~generate~~suffered a ~~revenues~~net ~~from~~loss ~~operations,~~since ~~our~~inception ~~financial~~of ~~statements~~$79,947. ~~include a~~The ~~note~~Company ~~in which our auditor~~ has ~~expressed~~a ~~doubt~~negative ~~about~~working ~~our~~capital ~~ability~~of to$79,947 ~~continue~~at asJune a30, ~~"going concern~~2013."

~~Results~~We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Transaction with a Target Business, if ever. We cannot provide investors with any assessment as to the nature of ~~Operations~~a Target Business’s operations or speculate as to the status of its products or operations, whether at the time of the Business Transaction it will be generating revenues or its future prospects.

~~Since our~~Item ~~inception, we have not engaged in any revenue generating activities or realized any revenues~~7A. ItQuantitative isand ~~unlikely~~Qualitative ~~the~~Disclosures ~~Company~~About ~~will have~~Market ~~any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance~~Risk. It is management's assertion that these circumstances may hinder the Company's ability to continue as a going concern. The Company’s plan of operation for the next twelve months shall be to continue its efforts to locate suitable acquisition candidates.

~~We reported~~As a ~~net~~“smaller ~~loss~~reporting company” ~~for~~as ~~the~~defined ~~year~~by ~~ended~~Item ~~June~~10 ~~30, 2012~~ of ~~$18~~Regulation S-K,~~806,~~ ~~compared to a net loss for~~ the ~~year ended June 30, 2011 of $14,719 and a have suffered a net loss since inception of $59,988. The~~ Company ~~has~~is ~~used~~not ~~cash~~required ~~from~~to ~~operations~~provide ofthe ~~$50,917~~information ~~since~~required ~~its~~by ~~inception,~~this ~~consisting primarily of professional fees, and has a negative working capital of $59,988 at June 30, 2012~~Item.

We do not expect to engage in any substantive activities unless and until such time as we enter into a Business Transaction with a Target Business, if ever. We cannot provide investors with any assessment as to the nature of a Target Business’s operations or speculate as to the status of its products or operations, whether at the time of the Business Transaction it will be generating revenues or its future prospects.(16)

Item 7A 8. ~~Quantitative~~Financial Statements and ~~Qualitative~~Supplementary ~~Disclosures About Market Risk~~Data.

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

(16)

Report of Independent Registered Public Accounting Firm	F-18
Balance Sheets for the years ended June 30, 2013 and 2012	F-19
Statements of Operations for the years ended June 30, 2013 and 2012 and cumulative since inception (February 20, 2008)	F-20
Statement of Stockholders’ Deficit for the years ended June 30, 2013 and 2012 and cumulative since inception (February 20, 2008)	F-21
Statements of Cash Flows for the years ended June 30, 2013 and 2012 and cumulative since inception (February 20, 2008)	F-22
Notes to Financial Statements	F-23

~~Item 8. Financial Statements and Supplementary Data.~~(17)

~~FINANCIAL STATEMENT~~BONGIOVANNI ~~INDEX~~& ASSOCIATES, C.P.A.’s

Report of Independent Registered Public Accounting Firm	18
Balance Sheets for the years ended June 30, 2012and 2011	19
Statements of Operations for the years ended June 30, 2012 and 2011 and cumulative since inception (February 20, 2008)	20
Statement of Stockholders’ Deficit for the years ended June 30, 2012 and 2011 and cumulative since inception (February 20, 2008)	21
Statements of Cash Flows for the years ended June 30, 2012 and 2011 and cumulative since inception (February 20, 2008)	22
Notes to Financial Statements	23

19720 Jetton Road, 3 rd Floor

Cornelius, North Carolina 28031 (17USA)

~~BONGIOVANNI~~Report of Independent &Registered ~~ASSOCIATES,~~Public ~~C.P.A.’s~~Accounting Firm

~~19720 Jetton~~To ~~Road,~~the 3Board rdof ~~Floor~~Directors

~~Cornelius, North~~One ~~Carolina~~XL ~~28031 (USA)~~Corp.

~~Report~~We have audited the accompanying balance sheets of ~~Independent~~One ~~Registered~~XL ~~Public~~Corp. ~~Accounting~~as ~~Firm~~of June 30, 2013 and 2012 and the related statements of operations, changes in stockholders’ deficit, and cash flows for the years ended June 30, 2013 and 2012 and for the period from inception (February 20, 2008) through June 30, 2013. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.

ToWe conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of ~~Directors~~material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~One~~In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of One XL Corp. as of June 30, 2013 and 2012, and the results of its operations, changes in stockholders’ deficit and cash flows for the years ended June 30, 2013 and 2012 and for the period from inception (February 20, 2008) through June 30, 2013 in conformity with accounting principles generally accepted in the United States of America.

WeThe accompanying financial statements have ~~audited~~been prepared assuming that the ~~accompanying~~Company ~~balance~~will ~~sheets~~continue ofas ~~One~~a XLgoing ~~Corp~~concern. asAs ofdiscussed ~~June~~in ~~30,~~Note ~~2012~~B ~~and~~to ~~2011~~the ~~and~~financial statements, the ~~related~~Company ~~statements~~has ofinsufficient ~~operations~~working capital, ~~changes~~ ina stockholders’ deficit, and ~~cash~~recurring ~~flows~~net ~~for the years ended June 30~~losses, ~~2012~~which ~~and~~raises substantial ~~2011~~doubt ~~and~~about ~~for~~its ~~the~~ability ~~period~~to ~~from~~continue ~~inception (February~~as ~~20,~~a ~~2008)~~going ~~through~~concern. ~~June~~Management’s ~~30,~~plans ~~2012.~~regarding ~~These~~those ~~financial~~matters ~~statements~~also are ~~the~~described in ~~responsibility~~Note ofB. ~~the~~The ~~Company’s~~financial ~~management. Our~~statements ~~responsibility~~do isnot toinclude ~~express~~any anadjustments ~~opinion~~that onmight ~~these~~result ~~financial~~from ~~statements~~the ~~based~~outcome onof ~~our~~this ~~audits~~uncertainty.

WeBongiovanni& conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to haveAssociates, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the CompanyCPA’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

~~In our~~Bongiovanni& ~~opinion~~Associates, ~~the financial statements referred to above present fairly, in all material respects, the financial position of One~~ ~~XL Corp. as of June 30, 2012 and 2011, and the results of its operations, changes in stockholders~~CPA’ deficit and cash flows for the years ended June 30, 2012 and 2011 and for the period from inception (February 20, 2008) through June 30, 2012 in conformity with accounting principles generally accepted in the United States of America.s

~~The accompanying~~Certified ~~financial~~Public statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note B to the financial statements, the Company has insufficient working capital, a stockholders’ deficit and recurring net losses, which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters also are described in Note B. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Accountants

~~/s/ Bongiovanni & Associates~~Cornelius, ~~CPA’s~~North Carolina

~~Bongiovanni &~~September ~~Associates~~24, ~~CPA’s~~2013

~~Certified Public Accountants~~(18)

Cornelius, North Carolina

One XL Corp.
(A Development Stage Company)
Balance Sheets

	June 30, 2013			June 30, 2012

ASSETS
CURRENT ASSETS
Cash	$	745		$	708
TOTAL CURRENT ASSETS		745			708
TOTAL ASSETS		745			708

LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Note Payable to a Related Party	$	66,625		$	51,625
Accrued Interest--Related Party		14,067			9,071
TOTAL CURRENT LIABILITIES		80,692			60,696
TOTAL LIABILITIES		80,692			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		(79,947	)		(59,988	)
TOTAL STOCKHOLDERS' DEFICIT		(79,947	)		(59,988	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	745		$	708

~~August 27, 2012~~(19)

(18)

One XL Corp.
(A Development Stage Company)
Statements of Operations
							Cumulative
							Since
	For the years ended						Inception
	June 30,			June 30,			February 20, 2008
	2013			2012			Through June 30, 2013
REVENUES:
Income	$	—		$	—		$	—
Total Revenue		—			—			—

EXPENSES:
Professional Fees		14,622			14,485			59,282
Selling, General, and Administrative		341			564			6,598
Total Expenses		14,963			15,049			65,880

OTHER INCOME/(EXPENSE)
Interest Expense		(4,997	)		(3,757	)		(14,067	)
NET OTHER INCOME/(EXPENSE)	$	(4,997	)	$	(3,757	)	$	(14,067	)

NET LOSS	$	(19,960	)	$	(18,806	)	$	(79,947	)

Basic and fully diluted net loss per common share:		*			*			*

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

One XL Corp
(A Development Stage Company)
Balance Sheets
	As of
	June 30, 2012			June 30, 2011
ASSETS
CURRENT ASSETS
Cash	$	708		$	4,757
TOTAL CURRENT ASSETS		708			4,757
TOTAL ASSETS		708			4,757
LIABILITIES AND STOCKHOLDERS' DEFICIT
LIABILITIES
CURRENT LIABILITIES
Note Payable to a Related Party	$	51,625		$	40,625
Accrued Interest--Related Party		9,071			5,314
TOTAL CURRENT LIABILITIES		60,696			45,939
TOTAL LIABILITIES		60,696			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		(59,988	)		(41,182	)
TOTAL STOCKHOLDERS' DEFICIT		(59,988	)		(41,182	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	708		$	4,757

(20)

(19)

One XL Corp.
(A Development Stage Company)
Statement of Stockholders' Deficit

									Stock			Additional
	Common Stock				Preferred stock				Subscription			Paid-in		Deficit
	Shares		Amount		Shares		Amount		Receivable			Capital		Accumulated
Balances, Inception, February 20, 2008		—	$	—		—	$	—	$	—		$	—	$	—

Net income/(loss) for the year		—		—		—		—		—			—		(6,927	)

Issuance of Common Shares		1,000,000		100		—		—		(100	)		—		—

Balances, June 30, 2008		1,000,000		100		—		—	$	(100	)	$	—	$	(6,927	)

Net income/(loss) for the year		—		—		—		—		—			—		(7,842	)

Balances, June 30, 2009		1,000,000	$	100		—	$	—	$	(100	)	$	—	$	(14,769	)

Net income/(loss) for the year		—		—		—		—		—			—		(11,694	)

Balances, June 30, 2010		1,000,000	$	100		—	$	—	$	(100	)	$	—	$	(26,463	)

Net income/(loss)		—		—		—		—		—			—		(14,719	)

Balances, June 30, 2011		1,000,000	$	100		—	$	—	$	(100	)		—	$	(41,182	)

Net income/(loss)		—		—		—		—		—			—		(18,806	)

Balances, June 30, 2012		1,000,000	$	100		—	$	—	$	(100	)		—	$	(59,988	)

Net income/(loss)		—		—		—		—		—			—		(19,960	)

Balances, June 30, 2013		1,000,000	$	100		—	$	—	$	(100	)		—	$	(79,947	)

One XL Corp.
(A Development Stage Company)
Statements of Operations
							Cumulative
							Since
	For the years ended						Inception
	June 30,			June 30,			February 20, 2008
	2012			2011			Through June 30, 2012
REVENUES:
Income	$-			$-			$-
Total Revenue	-			-			-
EXPENSES:
Professional Fees		14,485			11,275			44,660
Selling, General, and Administrative		564			834			6,257
Total Expenses		15,049			12,109			50,917
OTHER INCOME/(EXPENSE)
Interest Expense		(3,757	)		(2,610	)		(9,071	)
NET OTHER INCOME/(EXPENSE)	$	(3,757	)	$	(2,610	)	$	(9,071	)
NET LOSS	$	(18,806	)	$	(14,719	)	$	(59,988	)
Basic and fully diluted net loss per common share:		*			*			*
Weighted average common shares outstanding		1,000,000			1,000,000			1,000,000
*--less than $.01

(21)

(20)

One XL Corp.
(A Development Stage Company)
Statements of Cash Flows
							Cumulative
							Totals Since
	For the years ended						Inception
	June 30,						February 20, 2008
	2013			2012			Through June 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(19,960	)	$	(18,806	)	$	(79,947	)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
Changes in Assets and Liabilities:
Increase in Accrued Interest to a Related Party		4,997			3,757			14,067
NET CASH (USED IN) OPERATING ACTIVITIES		(14,963	)		(15,049	)		(65,880	)

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loan to a Related Party		15,000			11,000			66,625
NET CASH PROVIDED BY FINANCING ACTIVITIES		15,000			11,000			66,625

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		37			(4,049	)		745

CASH AND CASH EQUIVALENTS,
BEGINNING BALANCE		708			4,757			—

ENDING BALANCE	$	745		$	708		$	745

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

One XL Corp.
(A Development Stage Company)
Statement of Stockholders' Deficit
									Stock			Additional
	Common Stock				Preferred stock				Subscription			Paid-in		Deficit
	Shares		Amount		Shares		Amount		Receivable			Capital		Accumulated
Balances, Inception, February 20, 2008		—	$	—		—	$	—	$	—		$	—	$	—
Net (loss) for the period		—		—		—		—		—			—		(6,927	)
Issuance of Common Shares		1,000,000		100		—		—		(100	)		—		—
Balances, June 30, 2008		1,000,000		100		—		—	$	(100	)	$	—	$	(6,927	)
Net (loss) for the year		—		—		—		—		—			—		(7,842	)
Balances, June 30, 2009		1,000,000	$	100		—	$	—	$	(100	)	$	—	$	(14,769	)
Net (loss) for the year		—		—		—		—		—			—		(11,694	)
Balances, June 30, 2010		1,000,000	$	100		—	$	—	$	(100	)	$	—	$	(26,463	)
Net (loss) for the year		—		—		—		—		—			—		(14,719	)
Balances, June 30, 2011		1,000,000	$	100		—	$	—	$	(100	)		—	$	(41,182	)
Net (loss) for the year		—		—		—		—		—			—		(18,806	)
Balances, June 30, 2012		1,000,000	$	100		—	$	—	$	(100	)		—	$	(59,988	)

(22)

~~(21)~~ONE XL CORP.

One XL Corp.
(A Development Stage Company)
Statements of Cash Flows
							Cumulative
							Totals Since
							Inception
	For the years ended June 30,						February 20, 2008
	2012			2011			Through June 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(18,806	)	$	(14,719	)	$	(59,988	)
Adjustments to reconcile net loss to net cash (used in)
operating activities:
Changes in Assets and Liabilities:
Increase in Accrued Interest to a Related Party		3,757			2,610			9,071
NET CASH (USED IN) OPERATING ACTIVITIES		(15,049	)		(12,109	)		(50,917	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from Loan to a Related Party		11,000			14,000			51,625
NET CASH PROVIDED BY FINANCING ACTIVITIES		11,000			14,000			51,625
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		(4,049	)		1,891			708
CASH AND CASH EQUIVALENTS,
BEGINNING BALANCE		4,757			2,866			—
ENDING BALANCE	$	708		$	4,757		$	708
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
CASH PAID DURING THE YEARS ENDED:
Interest	$	—		$	—		$	—
Taxes	$	—		$	—		$	—

NOTES TO THE AUDITED FINANCIAL STATEMENTS

~~(22)~~AS OF JUNE 30, 2013

~~ONE~~NOTE XLA—ORGANIZATION, ~~CORP.~~BUSINESS, AND OPERATIONS

~~NOTES~~One TOXL Corp. (“The Company”) was ~~THE~~organized ~~FINANCIAL~~under ~~STATEMENTS~~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.

ASNOTE OFB-GOING ~~JUNE 30, 2012~~CONCERN

~~NOTE~~The accompanying financial statements have Abeen -prepared ~~ORGANIZATION~~on a going concern basis, ~~BUSINESS~~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, ~~AND~~the ~~OPERATIONS~~Company has a deficit accumulated during the development stage of $79,947, used cash from operations of $65,880 since its inception, and has a working capital deficiency of $79,947 at June 30, 2013.

~~One~~The XLCompany’s ~~Corp.~~ability to continue as ~~(“The~~a ~~Company”)~~going ~~was~~concern ~~organized~~is ~~under~~dependent ~~the~~upon ~~laws~~its ofability to generate future profitable operations and/or to obtain the ~~State~~necessary offinancing to ~~Nevada~~meet onits ~~February~~obligations ~~20,~~and ~~2008~~repay asits aliabilities ~~corporation~~arising ~~with~~from anormal ~~year end~~business ofoperations ~~June~~when ~~30.~~they come due. The Company’s ability ~~objective~~to continue as a going concern is also dependent on its ability to ~~acquire~~find ora ~~merge~~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 ~~target~~reverse ~~business~~merger transaction and/or ~~company~~related inparty 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 ~~business~~going ~~combination~~concern. The accompanying financial statements do not include any adjustments that might arise as a result of this uncertainty.

NOTE B -C—SUMMARY ~~GOING~~OF ~~CONCERN~~SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~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~~Presentation- ~~reflected~~The ~~in the accompanying~~ financial statements, ~~the~~included ~~Company has~~herein awere ~~deficit~~prepared ~~accumulated~~under ~~during~~ the ~~development~~accrual ~~stage~~basis of ~~$59,988, used cash from operations of $50,917 since its inception, and has a working capital deficiency of $59,988 at June 30, 2012~~accounting.

~~The Company’s~~Cash ~~ability~~and toCash ~~continue~~Equivalents- asFor ~~a going concern is dependent upon its ability to generate future profitable operations~~purposes ~~and/or~~of ~~to obtain~~ the ~~necessary~~Statement ~~financing~~of toCash ~~meet~~Flows, ~~its~~the ~~obligations and repay its liabilities arising from normal business operations when they come due. The~~ Company’s ~~ability~~considers toliquid ~~continue~~investments ~~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~~an ~~company. Management’s~~original ~~plan includes~~maturity ~~obtaining~~of ~~additional~~three ~~funds~~months ~~by equity financing through a reverse merger transaction and/~~or ~~related~~less ~~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~~be ~~might~~cash ~~arise as a result of this uncertainty~~equivalents.

~~NOTE C~~Management’s Use of Estimates- The ~~SUMMARY~~preparation OFof ~~SIGNIFICANT~~financial ~~ACCOUNTING~~statements ~~POLICIES~~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.

~~Basis~~Revenue Recognition- The Company applies ofparagraph ~~Presentation~~605-10-S99-1 of the FASB Accounting Standards Codification for revenue recognition. The ~~financial~~Company ~~statements~~recognizes ~~included~~revenue ~~herein~~when it ~~were~~is ~~prepared~~realized ~~under~~or ~~the~~realizable ~~accrual~~and ~~basis~~earned ofless ~~accounting~~estimated future doubtful accounts. The Company considers revenue realized or realizable and earned when all of the following criteria are met:

~~Cash and~~(i) ~~Cash~~persuasive ~~Equivalents-~~evidence ~~For purposes~~ of ~~the Statement of Cash Flows, the Company considers liquid investments with~~ an ~~original maturity~~arrangement ~~of three months or less to be cash equivalents.~~exists,

~~Management’s Use~~(ii) ~~of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in~~ the ~~United~~ ~~States~~services ofhave ~~America~~been ~~requires~~rendered ~~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 ofrequired ~~the~~milestones ~~costs of doing business.~~achieved,

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

(iiv) ~~persuasive~~collectability ~~evidence~~is ofreasonably ~~an arrangement exists,~~assured.

(ii23) ~~the services have been rendered and all required milestones achieved,~~

~~(iii)~~ONE ~~the~~XL ~~sales price is fixed or determinable, and~~CORP.

~~(iv)~~NOTES ~~collectability~~TO isTHE ~~reasonably~~AUDITED ~~assured.~~FINANCIAL STATEMENTS

~~Comprehensive Income~~AS ~~(Loss)~~OF -JUNE ~~The~~30, 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.2013

~~Net~~NOTE ~~Income per Common Share~~C- ~~Net~~SUMMARY ~~loss~~OF ~~per~~SIGNIFICANT ~~common~~ACCOUNTING ~~share~~POLICIES is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2012.(CONTINUED)

~~Deferred Taxes~~Comprehensive Income (Loss) - The Company reports ~~accounts~~Comprehensive ~~for~~ income ~~taxes~~and ~~under~~its ~~Section~~components ~~740~~following guidance set forth by section 220-10~~-30~~ of the FASB Accounting Standards Codification. ~~Deferred income~~which ~~tax~~establishes ~~assets~~standards ~~and~~for ~~liabilities are determined based upon differences between~~ the ~~financial~~ reporting and ~~tax~~display ~~bases~~ of ~~assets and~~comprehensive ~~liabilities~~income and ~~are~~its ~~measured~~components ~~using the enacted tax rates and laws that will be~~ in ~~effect when~~ the ~~differences are expected~~financial ~~to reverse~~statements. ~~Deferred~~There ~~tax~~were ~~assets~~no ~~are~~items ~~reduced~~of bycomprehensive aincome ~~valuation~~(loss) ~~allowance~~applicable to the ~~extent~~Company ~~management~~during ~~concludes it is more likely than not that~~ the ~~assets~~period ~~will~~covered ~~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~~financial ~~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~~Net Income per Common Share- Net loss ~~Value~~per ofcommon ~~Financial~~share ~~Instruments~~is computed pursuant to section 260-10-45 ~~The~~of ~~carrying~~the ~~amounts~~FASB ~~reported~~Accounting inStandards Codification. Basic net loss per share is computed by dividing net loss by the ~~balance~~weighted ~~sheet~~average ~~for~~number ~~cash,~~of ~~note~~shares ~~and~~of ~~accrued~~common ~~interest~~stock ~~payable~~outstanding during the period. Diluted tonet aloss ~~related~~per ~~party~~share ~~approximate~~is ~~fair~~computed ~~value~~by ~~based~~dividing onnet loss by the ~~short-term~~weighted ~~maturity~~average number of ~~these~~shares ~~instruments~~of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of June 30, 2013.

~~Impairment of~~Deferred ~~Long~~Taxes-~~Lived~~ ~~Assets-~~ The Company ~~evaluates~~accounts for ~~the~~income ~~recoverability~~taxes ofunder ~~its~~Section ~~fixed assets and other assets in accordance with section 360~~740-10-1530 of the FASB Accounting Standards Codification. ~~for~~Deferred ~~disclosures~~income ~~about~~tax ~~Impairment~~assets orand ~~Disposal~~liabilities are determined based upon differences between the financial reporting and tax bases of ~~Long-Lived~~assets ~~Assets.~~and ~~Disclosure~~liabilities and are measured ~~requires~~using ~~recognition~~the ofenacted ~~impairment~~tax ofrates ~~long-lived~~and ~~assets~~laws that will be in ~~the~~effect ~~event~~when the ~~net~~differences ~~book~~are ~~value~~expected ofto ~~such~~reverse. Deferred tax assets ~~exceeds~~are reduced ~~its~~by ~~expected~~a ~~cash flows.~~valuation Ifallowance ~~so,~~to the extent management concludes it is ~~considered~~more tolikely than not that the assets will not be ~~impaired~~realized. Deferred tax assets and isliabilities ~~written~~are ~~down~~measured using enacted tax rates expected to ~~fair~~apply ~~value,~~to ~~which~~taxable isincome ~~determined~~in ~~based~~the onyears ~~either~~in ~~discounted~~which ~~future~~those ~~cash~~temporary ~~flows~~differences orare ~~appraised~~expected ~~values.~~to ~~The~~be ~~Company~~recovered ~~adopted~~or ~~the~~settled. ~~statement~~The effect on ~~inception.~~deferred Notax ~~impairments~~assets ofand ~~these~~liabilities ~~types~~ of ~~assets~~a change ~~were~~in tax rates is recognized ~~during~~in the ~~year~~statements ~~ended~~of ~~Year~~operations in the period that includes the enactment date.

~~Stock-Based Compensation-~~Fair ~~The~~Value ~~Company~~of ~~accounts~~Financial ~~for stock~~Instruments-~~based~~ The ~~compensation~~carrying ~~using~~amounts ~~the~~reported ~~fair value method following the guidance set forth~~ in ~~section 718-10 of~~ the ~~FASB~~balance ~~Accounting~~sheet ~~Standards Codification~~ for ~~disclosure~~cash, ~~about~~note ~~Stock-Based~~and ~~Compensation.~~accrued ~~This~~interest ~~section~~payable ~~requires a public entity~~ to ~~measure~~a ~~the~~related ~~cost~~party ofapproximate ~~employee~~fair value ~~services received in exchange for an award of equity instruments~~ based on the ~~grant~~ short-~~date~~term ~~fair~~maturity ~~value~~ of ~~the~~these 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~~.

~~(23)~~Impairment of Long-Lived Assets- The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the year ended June 30, 2013.

~~NOTE~~Stock-Based Compensation- The Company Caccounts for stock-based ~~SUMMARY~~compensation OFusing ~~SIGNIFICANT~~the ~~ACCOUNTING~~fair ~~POLICIES~~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 (~~CONTINUED~~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”~~24) 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.

ONE XL CORP.

~~The~~NOTES ~~carrying amounts~~TO ofTHE ~~the~~AUDITED ~~Company’s~~FINANCIAL financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at June 30, 2012.STATEMENTS

~~The~~AS ~~Company does~~OF ~~not~~JUNE have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at June 30, 2012, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the year ended June 30, 2012.2013

~~Recent Accounting~~NOTE ~~Pronouncements~~C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

InFair ~~May~~Value ~~2011, the~~for ~~FASB~~Financial ~~issued~~Assets ~~ASU~~and ~~2011~~Financial Liabilities-~~04,~~ ~~“Fair~~The ~~Value~~Company ~~Measurement~~follows ~~(Topic~~paragraph ~~820),~~825-10-50-10 ~~Amendments~~of tothe ~~Achieve~~FASB ~~Common~~Accounting ~~Fair~~Standards ~~Value~~Codification ~~Measurement~~for ~~and~~disclosures about ~~Disclosure~~fair ~~Requirements~~value inof ~~U.S.~~its ~~GAAP~~financial instruments and ~~IFRS”. The~~paragraph ~~amendment~~820-10-35-37 ~~results~~of inthe aFASB ~~consistent~~Accounting ~~definition~~Standards ofCodification (“Paragraph 820-10-35-37”) to measure the fair value ~~and~~ ~~ensures~~of ~~the~~its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value ~~measurement~~in ~~and~~accounting ~~disclosure~~principles ~~requirements~~generally ~~are~~accepted ~~similar~~in ~~between~~the United States of America (U.S. GAAP), and ~~International~~expands ~~Financial Reporting~~disclosures ~~Standards~~about ~~(“IFRS”)~~fair value measurements. ~~This~~To ~~amendment~~increase ~~changes~~consistency ~~certain~~and comparability in fair value ~~measurement~~measurements ~~principles~~ and ~~enhances~~related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the ~~disclosure~~inputs ~~requirements particularly~~to ~~for~~valuation ~~Level~~techniques 3used to measure fair value into ~~measurements.~~three ~~This~~broad ~~amendment~~levels. ~~will~~The befair ~~effective~~value ~~for~~hierarchy gives the ~~Company~~highest onpriority ~~January~~to 1,quoted ~~2012.~~prices ~~Based~~(unadjusted) onin active markets for ~~current~~identical ~~operations,~~assets ~~the~~or ~~adoption~~liabilities isand ~~not~~the ~~expected~~lowest priority to ~~have~~unobservable ainputs. ~~material~~The ~~effect~~three onlevels ~~our~~of ~~consolidated~~fair ~~financial~~value ~~position~~hierarchy ordefined by ~~results~~Paragraph ~~of operations.~~820-10-35-37 are described below:

In June 2011, the Financial Accounting Standards Board (“FASB”) issued ASU 2011-05, “Comprehensive Income (Topic 220), and Presentation of Comprehensive Income”. ASU 2011-05 amends the presentation of other comprehensive income and the Statement of Consolidated Operations. Under this amendment, entities will be required to present the total of comprehensive income, the components of net income, and the components of other comprehensive income either in a single continuous statement of comprehensive income or in two separate but consecutive statements. Regardless of which reporting option is selected, the Company is required to present on the face of the financial statements, reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statements where the components of net income and the components of other comprehensive income are presented. The current option to report other comprehensive income and its components in the statement of changes in equity has been eliminated. This amendment will be effective for the Company on January 1, 2012 and full retrospective application is required. We do not anticipate that this amendment will have a material impact on our financial statements.

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.

~~Effecting certain~~The ~~sections~~carrying ~~covered~~amounts ~~under~~of ~~ASU 2011-05, in December, 2011,~~ the ~~FASB~~Company’s financial ~~issued~~assets ~~ASU~~and ~~2011-12~~liabilities, ~~“Comprehensive~~such ~~Income (Topic~~as ~~220)”,~~cash ~~Deferral~~and ofaccrued ~~the~~expenses, ~~Effective~~approximate ~~Date~~their ~~for~~fair ~~Amendments~~values tobecause ~~the Presentation~~ of ~~Reclassifications~~the ofshort ~~Items out~~ maturity of ~~Accumulated Other~~these ~~Comprehensive Income in ASU 2011-05”~~instruments. The ~~pronouncement~~Company’s isnote ~~effective~~payable ~~for~~approximates ~~fiscal~~the ~~years~~fair ~~and~~value ~~interim~~of ~~periods beginning~~such ~~January~~instrument 1,based ~~2012~~upon ~~with retrospective application for all comparative periods presented. The Company~~management’s ~~adoption~~best estimate of ~~the~~interest ~~new~~rates ~~standard~~that iswould ~~not~~be ~~expected~~available to ~~have~~the aCompany ~~material~~for ~~effect~~similar ~~on our consolidated~~ financial ~~position~~arrangement orat ~~results~~June of30, ~~operations~~2013.

InThe ~~September 2011,~~Company ~~the~~does ~~Financial~~not ~~Accounting~~have ~~Standards~~any ~~Board~~assets ~~(“FASB”)~~or ~~issued ASU 2011-08, “Intangibles – Goodwill and~~liabilities ~~Other~~measured ~~(Topic~~at 350), Testing Goodwill for Impairment”. ASU 2011-08 amends the required annual impairment testing of goodwill by providing an entity an option to first assess qualitative factors to determine whether it is more likely than not that the fair value ofon a ~~reporting~~recurring ~~unit~~or isa ~~less~~non-recurring ~~than~~basis, ~~its carrying amount. If~~consequently, ~~after assessing~~ the ~~totality~~Company ofdid ~~events and circumstances, an entity determines it is~~ not ~~more~~have ~~likely~~any ~~than not that the~~ fair value ~~of a reporting unit is less than its~~adjustments ~~carrying~~for ~~amount,~~assets ~~then~~and ~~performing~~liabilities ~~the~~measured ~~two-step~~at ~~impairment~~fair ~~test~~value ~~under~~at ~~Topic~~June ~~350-24 and Topic 350-20-35-9 is unnecessary. However~~30, if ~~an entity concludes otherwise~~2013, ~~then~~nor itgains isor ~~required~~losses toare ~~perform~~reported ~~the~~in ~~impairment testing under Topic 350-24 by calculating~~ the ~~fair~~ ~~value~~statement of ~~the~~operations that ~~reporting~~are ~~unit~~attributable ~~and~~to ~~comparing~~ the ~~results~~change ~~with~~in ~~the~~unrealized ~~carrying~~gains ~~amount. If~~or ~~the~~losses ~~fair~~relating ~~value~~to ~~exceeds~~those ~~the carrying~~assets ~~amount,~~and ~~then~~liabilities ~~the~~still ~~entity~~held ~~must~~at ~~perform~~ the ~~second~~reporting date ~~step~~for ~~test of measuring~~ the ~~amount~~year ofended ~~the~~June ~~impairment~~30, ~~test under Topic 350-20-35-9~~2013.

AnRecent ~~entity has~~Accounting the option to bypass the qualitative assessment and proceed directly to the two step goodwill impairment test. Additionally, the entity has the option to resume with the qualitative testing in any subsequent period. The amendment will be effective for the Company on January 1, 2012. Based on current operations, the adoption is not expected to have a material effect on our consolidated financial position or results of operations.Pronouncements

InThe ~~December 2011,~~Company ~~the~~has ~~FASB~~reviewed ~~issued~~all ~~ASU~~recently ~~2011-11~~issued, but ~~“Balance~~not ~~Sheet~~yet ~~(Topic 210)~~effective, ~~Disclosures~~accounting ~~about~~pronouncements ~~Offsetting~~up ~~Assets and Liabilities”. The guidance in this update requires us~~ to ~~disclose~~ASU ~~information~~2013-09, ~~about offsetting~~ and ~~related~~does ~~arrangements~~not tobelieve ~~enable users of our financial statements to understand~~ the ~~effect~~future of those arrangements on our financial position. The pronouncement is effective for fiscal years and interim periods beginning on or after January 1, 2013 with retrospective application for all comparative periods presented. Our adoption of ~~the~~any ~~new~~such ~~standard~~pronouncements may isbe ~~not~~ expected to ~~have~~cause a material ~~effect~~impact on ~~our~~its ~~consolidated~~ financial ~~position~~ condition or the results of its operations.

~~The~~NOTE ~~Company has~~D-SUPPLEMENTAL ~~reviewed~~CASH ~~all~~FLOW recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.INFORMATION

~~(24)~~Supplemental disclosures of cash flow information for the years ended June 30, 2013 and 2012 is summarized as follows:

~~NOTE~~Cash paid during the years ended June 30, 2013 Dand -2012 ~~SUPPLEMENTAL~~for ~~CASH~~interest ~~FLOW~~and ~~INFORMATION~~income taxes:

Supplemental disclosures of cash flow information for the years ended June 30, 2012 and 2011 is summarized as follows:

		2013		2012
Interest	$	—	$	—
Taxes	$	—	$	—

~~Cash paid during the years ended June 30, 2012 and 2011 for interest and income taxes:~~(25)

		2012		2011
Interest	$	—	$	—
Taxes	$	—	$	—

ONE XL CORP.

~~NOTE E~~NOTES -TO ~~SEGMENT~~THE ~~REPORTING~~AUDITED FINANCIAL STATEMENTS

InAS ~~June, 1997,~~OF ~~the~~JUNE Financial Accounting Standards Board issued Statement of Financial Accounting Standards (SFAS) No. 131,”Disclosures About Segments of an Enterprises and Related Information”. This Statement requires companies to report information about operating segments in interim and annual financial statements. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of June 30, ~~2012.~~2013

NOTE F E-SEGMENT ~~INCOME TAXES~~REPORTING

~~Due~~In toJune, 1997, the Financial Accounting Standards ~~operating~~Board ~~loss~~issued Statement of Financial Accounting Standards (SFAS) No. 131,”Disclosures About Segments of an Enterprises and ~~the~~Related ~~inability~~Information”. This Statement requires companies to ~~recognize~~report aninformation ~~income~~about ~~tax~~operating ~~benefit~~segments ~~there~~in isinterim and noannual ~~provision~~financial ~~for~~statements. ~~current~~It oralso ~~deferred~~requires ~~federal~~segment ordisclosures ~~state~~about products and services, geographic areas, and major ~~income~~customers. ~~taxes~~The ~~for~~Company ~~the~~determined ~~year~~that ~~ended~~it did not have any separately reportable operating segments as of June 30, ~~2012~~2013.

~~Deferred income~~NOTE ~~taxes~~F-INCOME 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.TAXES

~~The~~Due ~~Company’s~~to the operating loss and the inability ~~total~~to ~~deferred~~recognize an income tax ~~asset,~~benefit ~~calculated~~there ~~using~~is no provision for current or deferred federal ~~and~~or state ~~effective~~income ~~tax~~taxes ~~rates,~~for asthe ofyear ended June 30, ~~2012 is as follows:~~2013.

Total Deferred Tax Asset	$	20,396
Valuation Allowance		(20,396	)
Net Deferred Tax Asset		—

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 ~~reconciliation of~~Company’s ~~income~~total ~~taxes~~deferred ~~computed~~tax atasset, calculated ~~the~~using federal ~~statutory~~and ~~income~~state effective tax ~~rate~~rates, toas ~~total~~of ~~income taxes for the period from inception through~~ June 30, ~~2012~~2013 ~~and 2011~~ is as follows:

	2012			2011
Total Deferred Tax Asset	$	27,178
Income tax computed at the federal statutory rate		34	%		34	%
Valuation Allowance		(27,178	)
State income tax, net of federal tax benefit		0	%		0	%
Net Deferred Tax Asset		—
Total		34	%		34	%
Valuation allowance		-34	%		-34	%
Total deferred tax asset		0	%		0	%

~~Because of~~The ~~the~~reconciliation ~~Company’s lack~~ of ~~earnings~~income ~~history,~~taxes computed at the ~~deferred~~federal ~~tax~~statutory ~~asset~~income ~~has~~tax ~~been~~rate ~~fully~~to ~~offset~~total byincome ataxes ~~valuation allowance. The valuation allowance increased by approximately $6,394 and $5,004~~ for the years ~~ending~~ended June 30, ~~2012~~2013 and ~~2011,~~2012 ~~respectively.~~is as follows:

As of June 30, 2012, the Company had a federal and state net operating loss carry forward in the amount of approximately $59,988, which expires in the tax year ending June 30, 2032.

	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	%

~~NOTE~~Because of the Company’s lack of earnings Ghistory, -the ~~CAPITAL~~deferred ~~STOCK~~tax asset has been fully offset by a valuation allowance. The valuation allowance increased by approximately $6,782 and $6,394 for the years ending June 30, 2013 and 2012, respectively.

~~The~~As of June 30, 2013, the Company had a federal isand ~~authorized~~state tonet ~~issue~~operating ~~100~~loss carry forward in the amount of approximately $79,~~000~~936,~~000~~ ~~common~~which ~~shares~~expires atin ~~$0.0001~~the ~~par~~tax ~~value~~year ~~per~~ending ~~share~~June 30, 2033.

~~During~~NOTE ~~the years~~G-CAPITAL ~~ended June 30, 2012 and 2011, the company issued no stock.~~STOCK

AsThe ofCompany ~~June 30,~~is ~~2012,~~authorized ~~the~~to ~~Company~~issue ~~has 1~~100,000,000 common shares ~~outstanding~~at to$0.0001 ~~the~~par ~~following:~~value per share.

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

During the year ended June 30, 2013 and 2012, the company issued no stock.

~~The~~As ~~Company is~~of ~~authorized~~June to30, ~~issue~~2013, 10the Company has 1,000,000 common ~~preferred~~ shares atoutstanding ~~$0.0001~~to ~~per~~the ~~share.~~following:

During the years ended June 30, 2012 and 2011, the company issued no preferred stock. As of June 30, 2012, the Company has no shares of preferred stock outstanding.

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

~~NOTE~~The Company is authorized to issue 10,000,000 Hpreferred -shares ~~DEVELOPMENT~~at ~~STAGE~~$0.0001 ~~COMPANY~~per share.

~~The~~During ~~Company is in~~ the ~~development~~years ~~stage~~ended ~~as of~~ June 30, ~~2012~~2013 and to2012, the ~~date~~company ~~has~~issued ~~had~~ no ~~significant~~preferred ~~operations~~stock. ~~Recovery~~As of ~~the~~June ~~Company assets is dependent on future events~~30, ~~the outcome of which is indeterminable. In addition~~2013, ~~successful completion of~~ the Company~~’s development~~ ~~program~~has ~~and~~no ~~its~~shares ~~transition, ultimately, to attaining profitable operations is dependent upon obtaining adequate financing to fulfill its development activities and achieving a level~~ of ~~sales~~preferred ~~adequate~~stock ~~to support the Company’s cost structure~~outstanding.

NOTE I H-DEVELOPMENT ~~NOTE~~STAGE ~~PAYABLE TO A RELATED PARTY AND ACCRUED INTEREST~~COMPANY

The Company ~~has~~ ~~signed~~is ~~various~~in ~~promissory~~the ~~notes~~development ~~with~~stage aas of ~~partnership~~June ~~that~~30, is2013 ~~owned~~and byto ~~the~~date ~~Company’s~~has ~~major~~had ~~shareholder.~~no ~~The~~significant ~~total~~operations. ~~amount outstanding~~Recovery of the ~~note~~Company assets is ~~$51,625~~dependent ~~and~~on isfuture ~~payable~~events, ~~upon~~the outcome ~~demand~~of ~~and~~which ~~bears~~is ~~interest~~indeterminable. atIn 8%addition, ~~per~~successful ~~year.~~completion ~~The~~of ~~interest~~the ~~expense~~Company’s ~~for~~development ~~the years~~program ~~ended~~and ~~June~~its 30transition, ultimately, ~~2012~~to ~~and~~attaining ~~2011~~profitable operations is ~~$3,757~~dependent ~~and~~upon ~~$2,610,~~obtaining ~~respectively.~~adequate ~~The~~financing ~~interest~~to ~~accrued,~~fulfill ~~but~~its ~~not~~development ~~paid~~activities and asachieving a level of ~~June~~sales ~~30,~~adequate ~~2012 is~~to ~~$9,071~~support the Company’s cost structure.

~~(25)~~NOTE I—NOTE PAYABLE TO A RELATED PARTY AND ACCRUED INTEREST

~~Item~~The Company has signed various promissory notes 9with a partnership that is owned by the Company’s major shareholder. ~~Changes~~The intotal amount outstanding of the note is $66,625 and ~~Disagreements~~is ~~with~~payable ~~Accountants~~upon ondemand ~~Accounting~~and bears interest at 8% per year. The interest expense for the years ended June 30, 2013 and ~~Financial~~2012 ~~Disclosure~~is $4,997 and $3,757, respectively. The total interest accrued, but not paid as of June 30, 2013 is $14,067.

~~None.~~(26)

Item 9A 9. ~~Controls~~Changes in and ~~Procedures~~Disagreements with Accountants on Accounting and Financial Disclosure.

~~Evaluation of Disclosure Controls and Procedures~~ None.

~~As of~~Item the end of the year covered by this Annual Report, management performed, with the participation of our Principal Executive Officer, who is our Principal Financial Officer, and who we refer to in this annual report as our PEO, an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act9A. ~~Our~~Controls ~~disclosure controls~~ and procedures are designed to ensure that information required to be disclosed in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our PEO, to allow timely decisions regarding required disclosuresProcedures. Based upon that evaluation, our PEO concluded that as of such date, our disclosure controls and procedures were not effective to ensure that the information required to be disclosed by us in our reports is recorded, processed, summarized and reported within the time periods specified by the SEC as a result of the weakness in our internal controls described below.

~~Management’s Annual~~Evaluation ~~Report~~of onDisclosure ~~Internal~~Controls ~~Control~~and ~~over Financial Reporting~~ Procedures

~~Management~~As of the end of the year covered by this Annual Report, management performed, with the participation of our Principal Executive Officer, who also is ~~responsible~~our Principal ~~for~~Financial ~~establishing~~Officer, and ~~maintaining~~who ~~adequate~~we ~~internal~~refer ~~control~~to ~~over~~in ~~financial~~this ~~reporting~~annual report as our PEO, ~~(“ICFR”)~~an evaluation of the effectiveness of our disclosure controls and procedures as defined in Rules 13a-15(fe) and 15d-15(fe) ~~under~~of the Exchange Act. ~~ICFR~~Our isdisclosure acontrols ~~process~~and procedures are designed to ~~provide~~ensure ~~reasonable~~that ~~assurance~~information ~~regarding the~~required ~~reliability~~to ofbe ~~financial~~disclosed ~~reporting~~in ~~and~~ the ~~preparation~~reports ofwe ~~financial~~file ~~statements~~or insubmit ~~accordance~~under ~~with~~the ~~generally~~Exchange ~~accepted~~Act ~~accounting~~is recorded, ~~principles~~processed, insummarized and reported within the ~~United~~time ~~States,~~periods orspecified ~~GAAP.~~in Athe ~~company~~SEC’s ~~ICFR~~rules ~~includes~~and ~~those~~forms, ~~policies~~ and ~~procedures~~ that: ~~(i)~~such ~~pertain to the~~information ~~maintenance~~is ofaccumulated ~~records~~and ~~that,~~communicated into ~~reasonable~~our ~~detail~~management, ~~accurately~~including ~~and~~our ~~fairly~~PEO, ~~reflect~~to ~~the~~allow ~~transactions~~timely ~~and~~decisions ~~dispositions~~regarding ofrequired ~~the assets~~disclosures. ofBased ~~the~~upon ~~Company;~~that ~~(ii)~~evaluation, ~~provide~~our ~~reasonable~~PEO ~~assurance~~concluded that ~~transactions are recorded~~ as ~~necessary to permit preparation~~ of ~~financial statements~~such ~~in accordance with GAAP~~date, ~~and~~our ~~that~~disclosure ~~receipts~~controls and ~~expenditures~~procedures ofwere ~~the~~not ~~Company~~effective ~~are~~to ensure ~~being~~that ~~made~~the ~~only~~information inrequired ~~accordance~~to ~~with~~be ~~authorizations of~~disclosed ~~management~~by ofus ~~the~~in ~~Company;~~our ~~and~~reports ~~(iii)~~is ~~provide~~recorded, ~~reasonable~~processed, ~~assurance~~summarized ~~regarding~~and ~~prevention~~reported ~~or timely detection of unauthorized~~within ~~acquisition,~~the ~~use~~time orperiods ~~disposition~~specified ofby the ~~Company’s~~SEC ~~assets~~as ~~that~~a ~~could~~result ~~have~~of athe ~~material~~weakness ~~effect~~in onour ~~the~~internal ~~consolidated~~controls ~~financial statements~~described below.

~~Because of~~Management’s ~~its~~Annual ~~inherent~~Report ~~limitations,~~on ~~ICFR may not prevent or detect misstatements. Also, projection of any evaluation of effectiveness~~Internal toControl ~~future~~over ~~periods~~Financial isReporting subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Accordingly, even an effective system of ICFR will provide only reasonable assurance with respect to financial statement preparation.

Management is responsible ~~assessed~~for ~~the~~establishing ~~effectiveness~~and ofmaintaining ~~our~~adequate internal control over financial reporting, (“ICFR”) as ofdefined ~~the~~in ~~end~~Rules of13a-15(f) and 15d-15(f) under the ~~period~~Exchange ~~covered~~Act. byICFR ~~this~~is ~~report~~a ~~using~~process designed to provide reasonable assurance regarding the ~~criteria~~reliability ~~set~~of ~~forth~~financial byreporting and the ~~Committee~~preparation of ~~Sponsoring~~financial ~~Organizations~~statements ofin ~~the~~accordance ~~Treadway~~with ~~Commission~~generally ~~(“COSO”)~~accepted accounting principles in ~~Internal~~the ~~Control—Integrated~~United ~~Framework~~States, or GAAP. ~~Based~~A oncompany’s ~~this~~ICFR ~~evaluation,~~includes ~~management~~those ~~concluded~~policies and procedures that: (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of ~~June~~financial ~~30,~~statements ~~2012~~in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company’s ~~ICFR~~are ~~was~~being ~~not~~made ~~effective~~only in accordance atwith authorizations of management of the Company; and (iii) provide reasonable assurance ~~level~~regarding ~~because~~prevention weor ~~identified~~timely detection of unauthorized acquisition, use or disposition of the ~~following~~Company’s assets that could have a material ~~weaknesses:~~effect on the consolidated financial statements.

1.Because Weof ~~did~~its ~~not maintain effective controls over the control environment. Specifically~~inherent limitations, weICFR ~~have~~may not ~~developed~~prevent ~~and~~or ~~effectively~~detect ~~communicated to our employees our accounting policies and procedures~~misstatements. ~~This has resulted in inconsistent practices. Further~~Also, ~~our~~projection ~~director~~of isany ~~not~~evaluation ~~independent nor does he qualify as an audit committee financial expert as defined in Item 407(d)(5)(ii)~~ of ~~Regulation~~effectiveness ~~S-K.~~to ~~Since~~future ~~these~~periods is ~~entity~~subject ~~level~~to ~~programs have a pervasive effect across~~ the ~~organization,~~risk ~~management has determined~~ that ~~these circumstances constitute a material weakness. 2. We did not maintain effective~~ controls ~~over~~may ~~financial~~become ~~statement~~inadequate ~~disclosure.~~because ~~Specifically,~~of ~~controls~~changes ~~were not designed and~~ in ~~place~~conditions, toor ~~ensure~~ that ~~all~~the ~~disclosures~~degree ~~required were originally addressed in our financial statements. 3. There existed a lack~~ of ~~segregation~~compliance ~~of duties in regard to~~ with the ~~Company’s~~policies ~~financial~~or ~~reporting,~~ procedures ~~for~~may ~~depositing~~deteriorate. ~~of funds~~Accordingly, ~~procedures~~even ~~for~~an ~~cash~~effective ~~disbursements,~~system ~~procedures~~of ~~for~~ICFR ~~checkbook~~will ~~entries,~~provide ~~period~~only ~~close~~reasonable ~~procedures~~assurance with ~~and~~respect ~~procedures~~to ~~for~~ financial statement preparation.

~~A material weakness in ICFR is defined in Section 210.1-02~~(427) of Regulation S-X promulgated by the SEC as a deficiency, or combination of deficiencies, in ICFR, 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. A significant deficiency is a deficiency, or a combination of deficiencies, in ICFR that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting. As a result of the material weaknesses in the Company's ICFR, there are increased risks of errors in financial reporting under current operations.

~~We believe~~Management ~~that~~assessed the effectiveness ~~weaknesses~~of in our ~~disclosure~~ICFR ~~controls~~as ~~and~~of ~~procedures~~the ~~and~~end ~~our~~of ~~internal~~the ~~control~~period ~~over~~covered ~~financial~~by ~~reporting~~this ~~are~~report ~~a direct~~using ~~consequence~~the ofcriteria ~~our~~set ~~size,~~forth ~~resource~~by ~~constraints and~~ the ~~nature~~Committee of ~~our~~Sponsoring Organizations ~~business.~~of Wethe ~~are~~Treadway aCommission (“~~shell company,~~COSO”) ~~as defined under the Securities Act,~~ in ~~that~~Internal weControl—Integrated ~~have no operations and nominal assets~~Framework. WeBased ~~were~~on ~~organized to serve as a vehicle for~~this aevaluation, ~~business~~management ~~combination~~concluded ~~with~~that, anas ~~operating~~of orJune ~~development~~30, ~~stage~~2013, ~~business~~the ~~and~~Company’s weICFR ~~have~~was not ~~engaged~~effective inat ~~any~~the ~~substantive~~reasonable ~~business operations~~assurance ~~and~~level dobecause ~~not expect to engage in any such activities, unless and until~~ we ~~consummate~~identified athe ~~business~~following ~~combination.~~material ~~We have no full-time employees.~~weaknesses:

1. We did not maintain effective controls over the control environment. Specifically, we have not developed and effectively communicated to our employees our accounting policies and procedures. This ~~Annual~~ ~~Report~~has ~~does~~resulted in inconsistent practices. Further, our director is not ~~include~~independent nor does he qualify as an ~~attestation~~audit ~~report~~committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Since these entity level programs have a pervasive effect across the ~~Company’s~~organization, ~~registered~~management ~~public~~has ~~accounting~~determined ~~firm~~that ~~regarding~~these ~~internal control~~circumstances constitute a material weakness. 2. We did not maintain effective controls over financial ~~reporting~~statement disclosure. ~~Management’s~~Specifically, ~~report~~controls ~~was~~were not ~~subject~~designed and in place to ~~attestation~~ensure bythat ~~the~~all ~~Company’s~~disclosures ~~registered~~required ~~public accounting~~were ~~firm~~originally ~~pursuant~~addressed toin ~~temporary~~our ~~rules~~financial ofstatements. ~~the~~3. ~~Securities~~There ~~and~~existed ~~Exchange~~a ~~Commission~~lack ~~that~~of ~~permit~~segregation ~~the~~of ~~Company~~duties in regard to ~~provide~~the ~~only management~~Company’s ~~report~~financial inreporting, ~~this~~procedures ~~Annual~~for ~~Report~~depositing of funds, procedures for cash disbursements, procedures for checkbook entries, period close procedures, and procedures for financial statement preparation.

~~Changes~~A material weakness in ICFR is defined in ~~Internal~~Section ~~Control~~210.1-02(4) ~~over~~of ~~Financial~~Regulation ~~Reporting~~S-X promulgated by the SEC as a deficiency, or combination of deficiencies, in ICFR, 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. A significant deficiency is a deficiency, or a combination of deficiencies, in ICFR that is less severe than a material weakness, yet important enough to merit attention by those responsible for oversight of the Company's financial reporting. As a result of the material weaknesses in the Company's ICFR, there are increased risks of errors in financial reporting under current operations.

~~There were~~We nobelieve ~~changes~~that the weaknesses in our disclosure controls and procedures and our internal control over financial reporting ~~during~~are ~~the~~a ~~quarter~~direct ~~ended~~consequence ~~June~~of 30our size, resource ~~2012~~constraints ~~that~~and ~~have~~the ~~materially~~nature ~~affected, or~~of ~~are~~our ~~reasonably~~business. ~~likely~~We toare ~~materially~~a ~~affect~~“shell company,” ~~our~~as ~~internal~~defined ~~control~~under ~~over~~the ~~financial~~Securities ~~reporting~~Act, in ~~which~~that ~~internal~~we ~~controls~~have ~~will~~no ~~remain deficient~~operations ~~until~~and ~~such~~nominal ~~time~~assets. asWe ~~the~~were ~~Company~~organized ~~completes~~to serve as a ~~merger~~vehicle ~~transaction~~for ora ~~acquisition~~business ofcombination with an operating or development stage business atand ~~which~~we ~~time management~~have ~~will~~not beengaged ~~able~~in any substantive business operations and do not expect to ~~implement~~engage ~~effective~~in ~~controls~~any such activities, unless and ~~procedures~~until we consummate a business combination. We have no full-time employees.

~~Item~~This Annual Report does ~~9B.~~not ~~Other~~include ~~Information~~an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this Annual Report

~~None.~~Changes in Internal Control over Financial Reporting

~~(26)~~There were no changes in our internal control over financial reporting during the quarter ended June 30, 2013 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting, which internal controls will remain deficient until such time as the Company completes a merger transaction or acquisition of an operating business at which time we expect that incoming management will be able to implement effective controls and procedures.

~~PART III~~Item 9B. Other Information.

~~Item 10~~None. ~~Directors, Executive Officers and Corporate Governance.~~

~~The table sets forth information as of the date of this report with respect to our management:~~(28)

Name	Age	Title
C. Lynn White	69	President and Director

PART III

~~C. Lynn~~Item ~~White has been the sole director and the President of the Company since its inception~~10. ~~Mr. White currently is the president and a principal stockholder of the Commercial Real Estate Counsel Co.~~Directors, aExecutive ~~commercial~~Officers real estate investment company based in Charlotte, North Carolina that was formed upon the acquisition of the assets of L.J. Hooker International by a group of that company’s employees. That company provides consulting, brokerage, development and ~~other~~Corporate ~~services to business entities and high net worth individuals engaging in commercial real estate transactions~~Governance. In addition, Mr. White currently owns and develops commercial real estate projects in North Carolina and South Carolina. Prior thereto, he served in an executive capacity with domestic and international affiliates of Exxon Corporation (now ExxonMobil) where he gained a broad business experience, including strategic planning, market development and marketing management. Mr. White qualifies to serve as a director of the Company by virtue of his extensive business experience and his affiliation with the Company since its organization.

The ~~term~~ oftable ~~office~~sets offorth ~~our~~information ~~director~~as ~~expires~~of at the ~~Company's annual meeting~~ date of ~~stockholders~~this orreport ~~until~~with ~~his~~respect ~~successor~~to isour ~~duly elected and qualified. Our director is not compensated for serving as such. Officers serve at the discretion of the board of directors.~~management:

Section 16 Compliance

Name

Age

Title

C. Lynn White

President, Chief Executive Officer,

Chief Financial Officer and Director

~~Section~~C. Lynn White has been ~~16(a)~~the sole director and the President of the ~~Exchange~~Company ~~Act~~since ~~requires~~its ~~our~~inception. ~~executive~~Mr. ~~officers~~White ~~and~~currently ~~directors~~is the president and ~~person~~a ~~who~~principal ~~own~~stockholder of ~~more~~the ~~than~~Commercial ~~10%~~Real ofEstate ~~our~~Counsel ~~common~~Co., ~~stock~~a tocommercial real estate investment company based in Charlotte, North Carolina that ~~file~~was ~~reports~~formed ~~regarding~~upon ~~ownership~~the acquisition of ~~and~~the ~~transactions~~assets inof ~~our~~L.J. ~~securities~~Hooker ~~with~~International ~~the~~by ~~Securities~~a ~~and~~group ~~Exchange~~of ~~Commissioner~~that company’s employees. That company provides consulting, brokerage, development and other services to ~~provide~~business entities and high net worth individuals engaging in uscommercial ~~with~~real ~~copies~~estate oftransactions. ~~those~~In ~~filings~~addition, Mr. ~~Based~~White ~~solely~~currently onowns ~~our~~and ~~review~~develops ofcommercial ~~the~~real ~~copies~~estate ~~received~~projects byin orNorth Carolina aand ~~written~~South ~~representation~~Carolina. ~~from~~Prior ~~certain reporting~~thereto, ~~persons~~he weserved ~~believe~~in ~~that~~an ~~during~~executive ~~fiscal~~capacity ~~year~~with ~~ended~~domestic ~~June~~and 30international affiliates of Exxon Corporation (now ExxonMobil) where he gained a broad business experience, ~~2012~~including strategic planning, wemarket ~~believe~~development ~~that~~and marketing ~~our~~management. ~~sole~~Mr. White qualifies to serve as a director, ~~officer~~of ~~and~~the ~~stockholder~~Company by virtue of his extensive business experience isand inhis ~~compliance~~affiliation with the ~~requirements~~Company ofsince ~~Section~~its ~~16(a)~~organization.

~~Code~~The term of office of our director expires at the Company's annual meeting of ~~Ethics~~stockholders or until his successor is duly elected and qualified. Our director is not compensated for serving as such. Officers serve at the discretion of the board of directors.

~~The Company~~Section ~~has~~16 not adopted a code of ethics. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires a code of ethics at this time. The board of directors takes the position that management of a Target Business will adopt a code of ethics that will be suitable for its operations after the Company consummates a Business Transaction.Compliance

~~Audit~~Section 16(a) of the Exchange ~~Committee~~Act requires our executive officers and directors and person who own more than 10% of our common stock to file reports regarding ownership of and transactions in our securities with the Securities and Exchange Commissioner and to provide us with copies of those filings. Based solely on our review of a written representation from our sole director, officer and stockholder, we believe that such person is in compliance with the requirements of Section 16(a) during fiscal year ended June 30, 2013.

~~The board~~Code of ~~directors has not established an audit committee nor adopted an audit committee charter; rather, the entire board of directors serves the functions of an audit committee~~Ethics. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires an audit committee at this time. The board of directors takes the position that management of a Target Business will make a determination as to whether to establish an audit committee and to adopt an audit committee charter that will be suitable for its operations after the Company consummates a Business Transaction.

~~Stockholder~~The Company has not adopted ~~Communications~~a code of ethics. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires a code of ethics at this time. The board of directors takes the position that management of a Target Business will adopt a code of ethics that will be suitable for its operations after the Company consummates a Business Transaction.

~~The board~~Audit ~~of directors has not adopted a process for security holders to send communications to the board of directors~~Committee. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires a process for security holders to send communications to the board of directors at this time. The board of directors takes the position that management of a Target Business will establish such a process that will be appropriate for its operations after the Company consummates a Business Transaction.

~~(27)~~The board of directors has not established an audit committee nor adopted an audit committee charter; rather, the entire board of directors serves the functions of an audit committee. Given the nature of the Company’s business, its limited stockholder base and current composition of management, the board of directors does not believe that the Company requires an audit committee at this time. The board of directors takes the position that management of a Target Business will make a determination as to whether to establish an audit committee and to adopt an audit committee charter that will be suitable for its operations after the Company consummates a Business Transaction.

~~Item 11.~~Stockholder ~~Executive Compensation~~Communications.

The ~~Company~~ board of directors has not ~~paid~~adopted ~~any~~a ~~compensation~~process for security holders to ~~any~~send ~~person~~communications ~~since~~to ~~inception~~the board of directors. Given the nature of the Company’s business, its limited stockholder base and ~~will~~current ~~not~~composition ~~pay~~of ~~any~~management, ~~compensation~~the ~~until~~board itof ~~affects~~directors adoes ~~Business~~not believe that the ~~Transaction,~~Company requires a process for security holders to send communications to the board of directors at ~~which~~this time. ~~compensation~~The ~~shall~~board beof indirectors takes the ~~discretion~~position that management of ~~incoming~~a ~~management~~Target Business will establish such a process that will be appropriate for its operations after the Company consummates a Business Transaction.

~~The Company has not adopted any retirement, pension, profit sharing, stock option or insurance programs or other similar programs for the benefit of its employees.~~(29)

~~The Company~~Item ~~does not have a compensation committee~~11. ~~Given~~Executive the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this timeCompensation. The board of directors takes the position that management of a Target Business will take such action to establish and seat a compensation committee that will be suitable for its operations at such time as the Company consummates a Business Transaction, if ever.

~~Item~~The Company has not paid ~~12.~~any ~~Security~~compensation ~~Ownership~~to ofany ~~Certain~~person ~~Beneficial~~since ~~Owners~~inception and ~~Management~~will ~~and~~not ~~Related~~pay ~~Stockholder~~any ~~Matters~~compensation until it affects a Business Transaction, at which time compensation shall be in the discretion of incoming management.

The ~~following~~ ~~table~~Company ~~sets~~has ~~forth,~~not asadopted any ~~of June 30~~retirement, ~~2012~~pension, ~~certain~~profit ~~information~~sharing, ~~regarding~~stock ~~beneficial~~option ~~ownership~~or ofinsurance ~~our~~programs ~~common~~or ~~stock~~other bysimilar ~~our sole~~programs ~~officer~~for ~~and~~the ~~director,~~benefit ~~who~~of isits ~~our only stockholder~~employees.

The Company does not have ~~applicable~~a ~~percentage~~compensation committee. Given the nature of ~~ownership~~the isCompany’s ~~based~~business, onits 1limited stockholder base and the current composition of management,~~000,000~~ ~~shares~~the ~~outstanding~~board of directors does not believe that the Company requires a compensation committee at this time. The ~~address~~board of directors takes the ~~person~~position ~~named~~that inmanagement ~~the~~of ~~table~~a ~~below~~Target isBusiness will make a determination to establish a compensation committee ~~care~~that ofwill be suitable for its operations at such time as the Company consummates a Business Transaction, if ever.

Name and Address of Beneficial Owner (1)	Amount of Beneficial Ownership		Percent of Outstanding Shares of Class Owned
C. Lynn White (2)		900,000		90	%
Davis & Johnson, LLC		100,000		10	%
All officers and directors as a group (1 person)		900,000		90	%

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

~~(1)~~ The ~~address~~following ~~for~~table ~~each~~sets forth, as of ~~the~~September ~~persons~~27, ~~named~~2013, incertain ~~the~~information ~~table~~regarding ~~above~~beneficial ownership of our common stock by our sole officer and director, who is ~~c/o~~our ~~the~~only ~~Company~~stockholder.

~~(2)~~The ~~Mr.~~applicable percentage ~~White~~of ~~owns~~ownership ~~these~~is based on 1,000,000 shares ~~through~~outstanding. ~~White~~The ~~Interests~~address ~~Limited~~the ~~Partnership,~~person ~~over~~named ~~which~~in hethe ~~exercises~~table ~~sole~~below ~~ownership~~is ~~and~~care ~~control~~of the Company.

Compensation Plans.

Name and Address of Beneficial Owner ⁽¹⁾	Amount of Beneficial Ownership		Percent of Outstanding Shares of Class Owned
C. Lynn White ⁽²⁾		900,000		90	%
Davis & Johnson, LLC		100,000		10	%
All officers and directors as a group (1 person)		900,000		90	%

~~We have~~(1) ~~not~~The ~~adopted~~address ~~any compensation plans~~ for ~~the~~each ~~benefit~~ of ~~our~~the ~~employees,~~persons ~~representatives~~named orin ~~consultants.~~the ~~The Company does not~~table ~~have~~above ~~outstanding~~is ~~any~~c/o ~~options,~~the ~~warrants or other rights outstanding that entitle anyone to acquire shares of capital stock~~Company.

(282) Mr. White owns these shares through White Interests Limited Partnership, over which he exercises sole ownership and control.

~~Item 13.~~Compensation ~~Certain Relationships and Related Transactions, and Director Independence~~Plans.

~~Related~~We have not adopted any ~~Party~~compensation ~~Transactions~~plans for the benefit of our employees, representatives or consultants. The Company does not have outstanding any options, warrants or other rights outstanding that entitle anyone to acquire shares of capital stock.

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 $51,625 and is payable upon demand and bears interest at 8% per year. The interest expense for the years ended June (30~~, 2012 and 2011 is $3,757 and $2,610, respectively. The interest accrued, but not paid as of June 30, 2012 is $9,071.~~)

~~The Company~~Related ~~has~~Party not established its own definition for determining whether its directors and nominees for directors are “independent” nor has it adopted any other standard of independence employed by any national securities exchange or inter-dealer quotation systemTransactions.

~~Current~~During the twelve months ~~management~~ended ~~cannot~~June ~~predict~~30, ~~whether~~2013, ~~incoming~~the ~~management~~Company ofborrowed aan ~~Target~~aggregate ~~Business~~of ~~upon~~$15,000 ~~the~~from ~~consummation~~C. ofLynn aWhite, ~~Business~~our ~~Transaction~~sole officer, ifdirector and stockholder ~~such~~and ~~transaction~~has ~~occurs~~borrowed an aggregate of $66,625 ~~will~~from ~~adopt~~Mr., White since inception. Each of the loans is evidenced by a ~~definition~~promissory note that is payable on demand with interest calculated at the rate of ~~“independence”~~8% orper ~~establish~~year. ~~any~~The ~~committees~~proceeds from the loans were utilized by the Company to cover the costs and expenses incurred the preparation and filing of reports under the ~~board,~~Exchange ~~such~~Act and in connection with the asidentification anand ~~audit~~due ~~committee,~~diligence aprocess ~~compensation~~with ~~committee~~respect orto ~~nominating~~a ~~committee~~Business Transaction.

~~Item~~The Company utilizes office 14space provided free of charge by Mr. ~~Principal~~White. ~~Accounting~~The ~~Fees~~Company ~~and~~will ~~Services~~continue to maintain its offices at this location until the consummation of a Business Transaction, if ever.

~~AUDIT~~Director ~~FEES~~Independence. ~~The~~ aggregate fees billed for professional services rendered by Bongiovanni & Associates,, CPA’s for the audit of the Company's annual financial statements for the fiscal years ending on June 30, 2012 and June 30, 2011 were $3,500 and $2,100, respectively. The aggregate fees billed for professional fees rendered in connection with the reviews of the financial statements included in the Company's Quarterly Reports on Form 10-Q for the fiscal years ending June 30, 2012 and June 30, 2011 were $2,400 and $2,400, respectively.

~~AUDIT-RELATED FEES.~~The WeCompany ~~did~~has not ~~pay~~established its ~~any~~own ~~audit~~definition ~~related~~for ~~fees~~determining ~~paid~~whether toits ~~our~~directors ~~accountants~~and nominees for ~~either~~directors are “independent” nor has it adopted any other standard of ~~the~~independence ~~past~~employed ~~two~~by ~~fiscal~~any ~~years~~national securities exchange or inter-dealer quotation system.

~~TAX~~Current ~~FEES.~~management cannot Wepredict ~~did~~whether ~~not~~incoming ~~pay~~management ~~any~~of ~~tax~~a ~~fees~~Target toBusiness ~~our~~upon ~~accountant~~the ~~for~~consummation ~~either~~of a Business Transaction, if such transaction occurs, will adopt a definition of “independence” or establish any committees of the ~~past~~board, ~~two~~such ~~fiscal~~as ~~years~~an audit committee, a compensation committee or nominating committee.

~~ALL~~Item ~~OTHER FEES~~14. WePrincipal ~~did~~Accounting ~~not~~Fees ~~pay~~and ~~any fees for services rendered for the past two fiscal years to our accountants, other than the audit services fee referenced above~~Services.

~~PRE-APPROVAL POLICY~~AUDIT FEES. The ~~Company~~aggregate ~~has~~fees ~~not~~billed ~~established~~for professional anservices ~~audit~~rendered ~~committee~~by ~~nor~~Bongiovanni ~~adopted~~& ~~an audit committee charter. Rather~~Associates, itCPA's isfor the ~~responsibility~~ audit of the ~~entire~~Company's ~~board~~annual offinancial ~~directors~~statements for ~~to serve~~ the ~~functions~~fiscal ofyears anending ~~audit~~June ~~committee~~30, 2013 and to2012 ~~pre-approve~~were ~~all~~$3,500 ~~audit~~ and ~~permitted~~$3,500, ~~non-audit services~~respectively. toThe beaggregate ~~performed~~fees bybilled ~~the~~for ~~independent~~professional fees ~~auditors,~~rendered ~~such~~in ~~approval~~connection towith ~~take~~the ~~place~~reviews ~~in advance~~ of ~~such~~the ~~services~~financial ~~when~~statements ~~required~~included ~~by law,~~in ~~regulation~~the orCompany's ~~rule,~~Quarterly ~~subject~~Reports toon ~~the~~Form ~~de minimus exceptions~~ 10-Q for ~~non-audit~~the ~~services~~fiscal ~~described~~years inending ~~Section~~June ~~10A(i)(1)(B)~~30, of2013 ~~the Exchange~~and ~~Act~~June ~~that~~30, ~~are~~2012 ~~approved~~were by$3,600 ~~the~~and ~~board~~$2,400, ~~prior to completion of the audit~~respectively.

~~(29)~~AUDIT-RELATED FEES. We did not pay any audit related fees paid to our accountants for either of the past two fiscal years.

~~PART~~TAX FEES. During the year ended June 30, 2013, IVwe did not pay any fees to our accountants for tax related services. During the year ended June 30, 2012, we paid $1,000 to our accountants for tax related services.

~~Item 15~~ALL OTHER FEES. ~~Exhibits~~We did not pay any fees for services rendered for the past two fiscal years to our accountants, ~~Financial~~other ~~Statement~~than ~~Schedules~~the audit services fee referenced above.

PRE-APPROVAL POLICY. The Company has not established an audit committee nor adopted an audit committee charter. Rather, it is the responsibility of the entire board of directors to serve the functions of an audit committee and to pre-approve all audit and permitted non-audit services to be performed by the independent auditors, such approval to take place in advance of such services when required by law, regulation, or rule, subject to the de minimus exceptions for non-audit services described in Section 10A(ai) ~~Financial~~(1)(B) of the Exchange Act that are approved by ~~Statements~~the board prior to completion of the audit.

~~The financial statements of One XL Corp. and the report of independent registered public accounting firm thereon are set forth under Part II, Item 8 of this report.~~(31)

~~(b) Exhibits.~~PART IV

~~The following~~Item ~~are~~15. ~~filed~~Exhibits, asFinancial ~~exhibits~~Statement ~~to this report:~~Schedules.

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

(a) Financial Statements

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

The financial statements of One XL, Inc. and the report of independent registered public accounting firm thereon are set forth under Part II, Item 8 of this report.

(30b) Exhibits.

~~SIGNATURES~~The following are filed as exhibits to this report:

Pursuant to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on September 19, 2012.

Exhibit No.	Description	Location Reference
3.1	Articles of Incorporation.	1
3.2	By-laws.	1
4.1	Form of demand promissory note executed by the registrant in favor of C. Lynn White	1
31.1	Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Exchange Act as Amended.	2
32.1	Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.	2

~~ONE~~1. Incorporated by reference to Form 10-SB XLas ~~CORP~~filed with the SEC on December 5, 2007.

~~By: /s/ C~~2. ~~Lynn~~Filed ~~White~~ herewith.

~~C. Lynn White, President~~(32)

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

Signature	Title	Date
/s/ C. Lynn White C. Lynn White	President, Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director	September 19, 2012

~~(31)~~ONE XL, INC.

By: /s/ C. Lynn White

C. Lynn White, President

		ONE XL, INC.
September 27, 2013	By:	/s/ C. Lynn White
	Name:	C. Lynn White
	Title:	President, Principal Executive Officer, Principal Financial Officer and Principle Accounting Officer and Sole Director

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