UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K/A

Amendment
No. 1

(Mark One)

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



For
the fiscal year ended: June 30, 2010



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



For the
transition period from ________ to ________



Commission
File No.: 000-53423



ONE
XL CORP.

(Exact
name of registrant as specified in its charter)



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



3925
Ayrshire Place, Charlotte, NC 28210

(Address
of principal executive offices)





(704)
556-9989

Issuer’s
telephone number



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



None



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



Common
Stock, par value $0.0001 per share

(Title
of Class)



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

£Yes 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).

£Yes SNo



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

SYes  No



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



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



Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

SYes £No



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



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



DOCUMENTS
INCORPORATED BY REFERENCE



None















FORWARD-LOOKING
STATEMENTS



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



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



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















EXPLANATORY
NOTE





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



We
are filing this Amendment No. 1 to provide financial statements that include an audit report (i) in which our auditor has revised
the scope and opinion of its audit report filed with Original Filing to include the cumulative period from inception (February
28, 2008) through June 30, 2010 and (ii) that sets forth the conformed signature of our independent registered accounting firm.



In
accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each item
of the Original Filing that is amended by this Amendment No. 1 is superseded in its entirety, and this Amendment No. 1 is accompanied
by currently dated certifications on Exhibit 31.1 and 32.1.



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













Item
8. Financial Statements and Supplementary Data



Financial
Statement Index





|                                                                                                                                     | Page
|------------------------------------------------------------------------------------------------------------------------------------ | ----
|Report of Independent
    Registered Accounting Firm                                                                                 | F-1 
|Balance Sheet
    for the years ended June 30, 2010 and 2009                                                                         | F-2 
|Statement of
    Operations for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)            | F-3 
|Statement of
    Stockholders’ Deficit for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008) | F-4 
|Statement of
    Cash Flows for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)            | F-5 
|Notes to Financial
    Statements                                                                                                    | F-6 























REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board
of Directors

One XL Corp.



We
have audited the accompanying balance sheets of One XL Corp. (“The Company”) as June 30, 2010 and 2009, and the related
statements of operations, shareholders’ deficit, and cash flows for the two years then ended and for the period of inception
(February 28, 2008) through June 30, 2008. These financial statements are the responsibility of the Company’s management.
Our responsibility is to express an opinion on these financial statements based on our audits.



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



In
our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of One
XL Corp. as of June 30, 2010 and 2009 and the results of its operations and its cash flows for the two years then ended and for
the period of inception (February 28, 2008) through June 30, 2008 in conformity with accounting principles generally accepted
in the United States of America.



The
accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed
in the notes to the financial statements, the Company has suffered recurring losses from operations, has a deficit accumulated
during the development stage, has negative cash flows from operations, and has negative working capital, all of which raise substantial
doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that may result
from the outcome of this uncertainty.



/S/
Bongiovanni & Associates, CPA’s



October
8, 2010

Bongiovanni
& Associates, CPA’s

Cornelius,
North Carolina





F-1











|One XL Corp.                                                     
|-----------------------------------------------------------------
|Balance Sheet                                                    
|(A Development Stage Company)                                    
|                                                                 
|                                                                 
|                                                                 
|                                                                 
|ASSETS                                                           
|CURRENT ASSETS                                                   
|Cash                                                             
|TOTAL CURRENT ASSETS                                             
|TOTAL ASSETS                                                     
|                                                                 
|LIABILITIES AND STOCKHOLDERS' DEFICIT                            
|LIABILITIES                                                      
|CURRENT LIABILITIES                                              
|Note Payable to a Related Party                                  
|Accrued Interest Payable to a Related Party                      
|TOTAL CURRENT LIABILITIES                                        
|TOTAL LIABILITIES                                                
|                                                                 
|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)                         
|Stock Subscription Receivable                                    
|Retained Deficit                                                 
|TOTAL STOCKHOLDERS' DEFICIT                                      
|TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                      







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



F-2









|One XL Corp.                                      
|--------------------------------------------------
|(A Development Stage Company)                     
|Statement of Operations                           
|                                                  
|                                                  
|                                                  
|                                                  
|                                                  
|REVENUES:                                         
|Revenues                                          
|Total Revenues                                    
|                                                  
|EXPENSES:                                         
|Professional Fees                                 
|Selling, General, and Administrative              
|Total Expenses                                    
|                                                  
|OTHER INCOME/(EXPENSE)                            
|Interest Expense—Related Party                    
|NET OTHER INCOME/(EXPENSE)                        
|                                                  
|NET LOSS                                          
|                                                  
|Basic and fully diluted net loss per common share:
|                                                  
|Weighted average common shares outstanding        







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





F-3











|One XL Corp.                      
|----------------------------------
|Statement of Stockholders' Deficit
|(A Development Stage Company)     
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|                                  
|Balances, June 30, 2008           
|                                  
|Net (loss) for the year           
|                                  
|Balances, June 30, 2009           
|                                  
|Net (loss) for the year           
|                                  
|Balances, June 30, 2010           





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















|One XL Corp.                                        
|----------------------------------------------------
|Statements of Cash Flows                            
|(A Development Stage Company)                       
|                                                    
|                                                    
|                                                    
|                                                    
|                                                    
|CASH FLOWS FROM OPERATING ACTIVITIES:               
|Net loss                                            
|Adjustments to reconcile net loss to net (used in)  
|operating activities:                               
|Changes in Assets and Liabilities:                  
|Increase in Accrued Interest to a Related Party     
|NET CASH (USED IN) OPERATING ACTIVITIES             
|                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES:               
|Proceeds from Note Payable to a Related Party       
|NET CASH PROVIDED BY INVESTING ACTIVITIES           
|                                                    
|NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
|                                                    
|CASH AND CASH EQUIVALENTS,                          
|BEGINNING BALANCE                                   
|                                                    
|ENDING BALANCE                                      
|                                                    
|SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:  
|CASH PAID DURING THE YEAR FOR:                      
|Interest                                            
|Taxes                                               





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

















NOTE
A—ORGANIZATION, BUSINESS AND OPERATIONS

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



NOTE
B-GOING CONCERN



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



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



NOTE
C—SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



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



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



Management’s
Use of Estimates- The preparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts
of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements
above reflect all of the costs of doing business.



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



(i)    
 persuasive evidence of an arrangement exists,



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



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



(iv) 
 collectability is reasonably assured.





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





F-6









NOTE
C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



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



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



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



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



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



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



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









F-7









NOTE
C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



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



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



Recent
Accounting Pronouncements



FASB
Accounting Standards Codification

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



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



Recent
Accounting Pronouncement (continued)



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



Subsequent
Events

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

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





F-8









NOTE
C- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)



Determination
of the Useful Life of Intangible Assets

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



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



Noncontrolling
Interests

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



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



Recent
Accounting Pronouncement (continued)



Consolidation
of Variable Interest Entities — Amended

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



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



NOTE
D-SUPPLEMENTAL CASH FLOW INFORMATION



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



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



|         |  |   | 2010 |  |  |   | 2009 | 
|-------- |  | - | ---- |  |  | - | ---- | 
|Interest |  | $ | —    |  |  | $ | —    | 
|Taxes    |  | $ | —    |  |  | $ | —    | 





NOTE
E-SEGMENT REPORTING



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



NOTE
F-INCOME TAXES



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



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



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

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







F-9







NOTE
F-INCOME TAXES (CONTINUED)

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



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



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



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



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

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



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



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



NOTE
G-CAPITAL STOCK (CONTINUED)



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



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



NOTE
H-DEVELOPMENT STAGE COMPANY



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



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



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



F-10











PART
IV



Item
15. Exhibits, Financial Statement Schedules.



(a)	Financial
Statements



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



|Independent Auditor’s Report                                                                                                        
|------------------------------------------------------------------------------------------------------------------------------------
|Balance
    Sheet for the years ended June 30, 2010 and 2009                                                                        
|Statement
    of Operations for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)           
|Statement
    of Stockholders’ Deficit for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)
|Statement
    of Cash Flows for the years ended June 30, 2010 and 2009 and cumulative since inception (February 20, 2008)           
|Notes
    to Financial Statements                                                                                                   



(b)	Exhibits.



The
following are filed as exhibits to this report:



|Exhibit
    No. | Description                                                                                                                                                                                    
|--------------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1             | Articles
    of Incorporation                                                                                                                                                                  
|3.2             | Bylaws                                                                                                                                                                                         
|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.                              
|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.
|32.1            | Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
        906
        of the Sarbanes-Oxley Act of 2002.                                                        



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



1







SIGNATURES



Pursuant
to the requirements of Section 13 or 15(d) of the Exchange Act, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized on August 3, 2011.



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





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





|Signature                                                                                                 | Title                                                                                                              | Date              
|--------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------ | ------------------
|/s/
                                                          C. Lynn White
        C.
        Lynn White | President,
    Principal Executive Officer, Principal Financial Officer, Principal Accounting Officer and Director | August
    3, 2011