UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K





[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the fiscal year ended December 31, 2010








[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE


ACT OF 1934





For the transition period from __________________ to __________________





Commission File No. – 000-53408







TC X CALIBUR, INC


(Name of Small Business Issuer in its Charter)





Nevada

87-0474017(State or other Jurisdiction of Incorporation or organization)

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





4685 S. Highland Drive, Suite 202, Salt Lake City, Utah  84117


(Address of Principal Executive Offices)





(801) 278-9424


(Registrant’s Telephone Number, including area code)





Securities Registered Pursuant to Section 12(b) of the Act: None





Securities Registered Pursuant to Section 12(g) of the Act: Common Stock, par value $0.001





Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  Yes [  ] No [X]





Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [  ]   No [X]





Indicate by check mark if the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.


(1) Yes [X] No [  ]     (2) Yes [X] No [  ]





Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K 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:





Large accelerated filer
[   ]
Accelerated filer
[   ]Non-accelerated filer
[   ]
Smaller reporting company
[ X]





Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes [X] No [  ]





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





The aggregate estimated market value was determined by multiplying the approximate number of shares of common stock held by non-affiliates by the average bid price of such stock ($0.10) on June 30, 2010, as quoted on the OTCBB of the Financial Industry Regulatory Authority (“FINRA”). There were 324,268 shares (1,297,002 pre-split shares prior to effecting a one for four reverse split of the Registrant’s outstanding common stock, which was effective on the OTCBB on November 29, 2010 [see the heading “Business Development,” “2010,” of Part I, Item 1, below]) of common voting stock held by non-affiliates, valued in the aggregate at $129,700.





Outstanding Shares





As of January 31, 2011, the Registrant had 1,325,062 shares (5,300,164 pre-split shares) of common stock outstanding.





Documents Incorporated by Reference





See Part IV, Item 15.





FORWARD LOOKING STATEMENTS





In this Annual Report, references to “TC X Calibur, Inc.,” “TC X,” the “Company,” “we,” “us,” “our” and words of similar import) refer to TC X Calibur, Inc., the Registrant.





This Annual Report contains certain forward-looking statements and for this purpose any statements contained in this Annual Report that are not statements of historical fact may be deemed to be forward-looking statements.  Without limiting the foregoing, words such as “may,” “will,” “expect,” “believe,” “anticipate,” “estimate” or “continue” or comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, and actual results may differ materially depending on a variety of factors, many of which are not within our control.  These factors include but are not limited to economic conditions generally and in the endeavors in which we may participate, competition within our chosen industry, technological advances and failure by us to successfully develop business relationships, among others.





PART I





ITEM 1.  BUSINESS





Business Development





TC X Calibur, Inc. was organized under the laws of the State of Nevada on October 27, 1988, under the name “Extant Investments, Inc.”





The following are the material organizational business developments since inception:





2


Early History





·
Commencing on or about December 5, 1990, pursuant to a Registration Statement on Form S-18 filed with the Securities and Exchange Commission and a Prospectus dated as of such date, we offered and sold units consisting of common stock and warrants that was closed on January 31, 1991.





·
Effective May 17, 1991, we acquired all of the issued and outstanding shares of common stock of Sentinel Diagnostics, Inc., an Arizona corporation (“Sentinel Diagnostics”), pursuant to an Agreement and Plan of Reorganization (the “Sentinel Plan”), and changed our name to “Sentinel Scientific, Inc.”





·
We discontinued our business operations in late 1992 for lack of funding.





·
Effective August 10, 1993, and pursuant to a Reorganization Agreement (the “AFC Plan”), we acquired all of the outstanding shares of common stock of A.F.C. Entertainment, Inc., a corporation organized under The Companies Act of Barbados (“AFC”), and changed our name to “TC X Calibur, Inc.”





·
Effective December 31, 1993, we acquired all of the outstanding shares of common stock of Film Opticals Investments, Limited, a corporation organized under the laws of the Province of Ontario, Canada (“Film Opticals”).





·
In 1993, a wholly-owned subsidiary of Film Opticals, Film Opticals of Canada Limited (“Film Opticals of Canada”), sought court protection by filing a Notice of Intention to Make a Proposal pursuant to Subsection 50.4(1) of the Bankruptcy and Insolvency Act of Canada, because of a dispute with a creditor pursuant to a secured promissory note and a trustee (the “Trustee”) was appointed to oversee Film Opticals of Canada’s financial management in the Ontario Justice Court, General Division, Case No. B163/94.  Operation continued pending a resolution of the dispute with this creditor.





·
Film Opticals of Canada’s proposal under its Notice of Intention to Make a Proposal was ultimately accepted by the Ontario Justice Court on April 25, 2000.  A copy of the Certificate of Full Performance of Proposal executed by the Trustee was filed as Exhibit 99 to our 8-K Current Report dated May 5, 2000, and is incorporated herein by this reference, in Part IV, Item 15..





·
Effective March 21, 2001, we filed a Certificate of Amendment to our Articles of Incorporation whereby our outstanding shares of common stock were reverse split on a basis of 1 for 20, while retaining our authorized shares at 50,000,000 and our par value at $0.001 per share, with appropriate adjustments being made in our additional paid in capital and stated capital accounts, and with all fractional shares being rounded up to the nearest whole share; no stockholder, computed on a per stock certificate of record basis, then owning 100 or more shares, was reduced to less than 100 shares; and no stockholder, then owning less than 100 shares, on the per stock certificate of record basis, was affected by the reverse split; and all fractional shares for rounding related to the reverse split were authorized to be issued by our Board of Directors.  All computations herein take into account this recapitalization.





·
On or about December 28, 2004, pursuant to resolutions adopted by our Board of Directors and approved by the holders of a majority our outstanding shares of common stock, we sold substantially all of our assets by the conveyance of our wholly-owned subsidiary, Film Opticals (and its subsidiary, Film Opticals of Canada), and our film library (“Film Library”), to Film Opticals of Canada 2004 Limited, a newly formed corporation organized under the Province of Ontario, Canada (“New Film Opticals”), and a wholly-owned subsidiary of Berliner Holdings, Inc. (“Berliner”). Berliner was wholly-owned by our then President, Claus Voellmecke. As consideration of the purchase and sale of these assets, Berliner agreed to cancel 500,000 shares of our common stock that it owned and agreed, together with New Film Opticals, to assume, pay and/or compromise all of our outstanding claims or liabilities related to Film Opticals and our Film Library and indemnify and hold us harmless from them. For additional information, please see our 8-K Current Report, our 8-K/A-1 Current Report and our 8-K/A-2 Current Report that have been previously filed with the Securities and Exchange Commission on or about December 8, 2004, December 9, 2004 and January 4,


3


2005, respectively, and which include a copy of the Definitive Proxy Statement that was mailed to our stockholders on or about December 8, 2004, copies of which are incorporated herein by this reference. See Part IV, Item 15.





·
In addition to the above referenced sale of substantially all of our assets on or about December 28, 2004, pursuant to resolutions adopted by our Board of Directors and approved by the holders of a majority of our outstanding shares of common stock, we amended our Articles of Incorporation to change our capitalization to add a class of preferred stock, and gave our Board of Directors authority to effect recapitalizations and/or name changes without further stockholder approval.





·
On or about September 15, 2005, certain shares of our common stock were sold to Jenson Services, Inc., a Utah corporation (“Jenson Services”), Duane S. Jenson, Travis T. Jenson and Thomas J. Howells, which shares, when accumulated with shares of our common stock that were already owned by these persons, represented a controlling interest in us.





·
On November 2, 2007, we announced the execution of a Letter of Intent to acquire EV Rental, LLC, a California limited liability company.  See Part IV, Item 15.  On March 3, 2008, we terminated our obligations under the Letter of Intent.





·
On December 28, 2007, in the OTCBB trading market on that date, we effected a forward split of our outstanding common stock on a basis of 2.3943 for one, while retaining the current par value of $0.001 per share, with all fractional shares rounded up to the nearest whole share, and with appropriate adjustments in our capital accounts.





2008





·
On February 28, 2008, we filed Restated Articles of Incorporation with the State of Nevada, a copy of which is incorporated herein by reference.  See Part IV, Item 15.





·
On September 11, 2008, we filed a registration statement on Form 10 of the Securities and Exchange Commission (the “SEC”) registering our $0.001 par value common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  This registration statement became effective on or about November 9, 2008.  See Part IV, Item 15.





2009





·
There were no material business developments in 2009.





2010





·
On November 29, 2010, in the OTCBB trading market on that date, we effected a reverse split of our outstanding common stock on a basis of one for four, while retaining the current par value of $0.001 per share, with all fractional shares rounded up to the nearest whole share, and with appropriate adjustments in our capital accounts.  All computations herein take into account this recapitalization.





Description of Business





We are currently seeking and investigating potential assets, property or businesses to acquire.  We have had no material business operations for more than 10 years. Our plan of operation for the next 12 months is to:(i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.  We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and will be unable to do so until we determine the particular industries in which we may engage.


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We are not currently engaged in any substantive business activity except the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the foreseeable future unless and until we complete any such acquisition.  In our present form, we may be deemed to be a vehicle to acquire or merge with a business or company.  We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out business opportunities or acquisitions, reorganizations or mergers may include, but will not be limited to, the fields of high technology, manufacturing, natural resources, service, research and development, communications, transportation, insurance, brokerage, finance and all medically related fields, among others.  We recognize that the number of suitable potential business ventures that may be available to us may be extremely limited, and may be restricted as to acquisitions, reorganizations and mergers with businesses or entities that desire to avoid what such entities may deem to be the adverse factors related to an initial public offering (“IPO”) as a method of going public. The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the inability to obtain the required financial statements for such an undertaking, state limitations on the amount of dilution to public investors in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies that implement such laws, rules and regulations.





Amendments to Form 8-K by the Securities and Exchange Commission (the “SEC”) regarding shell companies and transactions with shell companies that require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 with the SEC, along with required audited, interim and proforma financial statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the recent amendments to Rule 144 adopted by the SEC that were effective on February 15, 2008, limit the resale of most securities of shell companies until one year after the filing of such information, may eliminate many of the perceived advantages of these types of going public transactions.  These types of transactions are customarily referred to as “reverse” reorganizations or mergers in which the acquired company’s shareholders become controlling shareholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company.  Regulations governing shell companies also deny the use of Form S-8 for the registration of securities and limit the use of this Form to a reorganized shell company until the expiration of 60 days from when any such entity is no longer considered to be a shell company.  This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees.  In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense that are normally avoided by reverse reorganizations or mergers.





Recent amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC’s prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any acquisition, reorganization or merger, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that desire to utilize us as a means of going public.





Any of these types of transactions, regardless of the particular prospect, would require us to issue a substantial number of shares of our common stock that could amount to as much as 95% of our outstanding voting securities following the completion of any such transaction; accordingly, investments in any such private enterprise, if available, would be much more favorable than any investment in us.





Management intends to consider a number of factors prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success.  These may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity’s management and personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the merits of any such business’ or company’s technological changes; the present financial condition, projected growth potential and available technical, financial and managerial resources of any such business or company; working capital, history of operations and future prospects; the nature of present and expected competition; the quality and experience of any such business’ or company’s management services and the depth of management; the business’ or the company’s potential for further research, development or exploration;


5


risk factors specifically related to the business’ or company’s operations; the potential for growth, expansion and profit of the business or  company; the perceived public recognition or acceptance of the company’s or the business’ products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or company.





Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors.  Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives.  Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot be predicted with any certainty.





Management will attempt to meet personally with management and key personnel of the entity providing any potential business opportunity afforded to us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management, these activities may be limited.





We are unable to predict the time as to when and if we may actually participate in any specific business endeavor.  We anticipate that proposed business ventures will be made available to us through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel and others who may present unsolicited proposals.  In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners our securities or their affiliates. In this event, such fees may become a factor in negotiations regarding any potential venture and, accordingly, may present a conflict of interest for such individuals.  Management does not presently intend to acquire or merge with any business enterprise in which any member has a prior ownership interest.





Our directors and executive officers have not used any particular consultants, advisors or finders on a regular basis.





Although we currently have no plans to do so, depending on the nature and extent of services rendered, we may compensate members of management in the future for services that they may perform for us.  Because we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business or enterprise to engage in or have completed a reorganization, merger or acquisition, management expects that any such compensation would take the form of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other stockholders.  There are presently no preliminary agreements or understandings between us and members of our management respecting such compensation.  Any shares issued to members of our management would be required to be resold under an effective registration statement filed with the SEC or 12 months after we file the Form 10 information about the acquired company with the SEC as now required by Form 8-K. These provisions could further inhibit our ability to complete the acquisition of any business or complete any merger or reorganization with another entity, where finder’s or others who may be subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid requested fees in cash or unless we agree to file a registration statement with the SEC that includes any shares that are issued to them at no cost to them.  These expenses could limit potential acquisition candidates, especially those in need of cash resources, and could affect the number of shares that our shareholders retain following any such transaction, by reason of the increased expense.





Substantial fees are also often paid in connection with the completion of all types of acquisitions, reorganizations or mergers, ranging from a small amount to as much as $600,000 or more. These fees are usually divided among promoters or founders or finders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of their shares of our common stock that are owned by them or to provide an indemnification for all of our prior liabilities.  Management may actively negotiate or otherwise


6


consent to the purchase of all or any portion of their shares of common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition.  It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction.  In the event that any such fees are paid or shares are purchased, these requirements may become a factor in negotiations regarding any potential acquisition or merger by us and, accordingly, may also present a conflict of interest for such individuals. We have no present arrangements or understandings respecting any of these types of fees or opportunities.  Any of these types of fees that are paid in shares of our common stock will also be subject to the resale limitations embodied in the recent amendments to Rule 144.





None of our directors, executive officers, founders or their affiliates or associates has had any negotiations with any representatives of the owners of any business or company regarding the possibility of an acquisition, reorganization, merger or other business opportunity with us.





Principal Products or Services and Their Markets





None; not applicable.





Distribution Methods of the Products or Services





None; not applicable.





Status of any Publicly Announced New Product or Service





None; not applicable.





Competitive Business Conditions and Smaller Reporting Company’s Competitive Position in the Industry and Methods of Competition





Management believes that there are literally thousands of shell companies engaged in endeavors similar to those engaged in by us; many of these companies have substantial current assets and cash reserves.  Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger.  There is no reasonable way to predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets and no cash reserves, will no doubt be at a competitive disadvantage in competing with entities that have significant cash resources and have recent operating histories when compared with the complete lack of any substantive operations by us since December 2004.





Sources and Availability of Raw Materials and Names of Principal Suppliers





None; not applicable.





Dependence on One or a Few Major Customers





None; not applicable.





Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration





None; not applicable.





7


Need for any Governmental Approval of Principal Products or Services





Because we currently have no business operations and produce no products nor provide any services, we are not presently subject to any governmental regulation in this regard.  However, in the event that we complete a reorganization, merger or acquisition transaction with an entity that is engaged in business operations or provides products or services, we will become subject to all governmental approval requirements to which the reorganized, merged or acquired entity is subject or may become subject.





Effect of Existing or Probable Governmental Regulations on the Business





Smaller Reporting Company





We are subject to the reporting requirements of Section 13 of the Exchange Act, and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.”   That designation will relieve us of some of the informational requirements of Regulation S-K.





Sarbanes/Oxley Act





We are also subject to the Sarbanes-Oxley Act of 2002.  The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence.  It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; auditor attestation to management’s conclusions about internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.





Exchange Act Reporting Requirements





Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to our stockholders.





On September 11, 2008, we filed a registration statement on Form 10 of the SEC registering our $0.001 par value common stock under Section 12(g) of the Exchange Act.  This registration statement became effective on or about November 9, 2008.





We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.





Research and Development Costs During the Last Two Fiscal Years





None; not applicable.





8


Cost and Effects of Compliance with Environmental Laws





We do not believe that our current or intended business operations are subject to any material environmental laws, rules or regulations that would have an adverse material effect on our business operations or financial condition or result in a material compliance cost; however, we will become subject to all such governmental requirements to which the reorganized, merged or acquired entity is subject or may become subject.





Number of Total Employees and Number of Full Time Employees





None.





Additional Information





You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549.  You may also find all of the reports or registration statements that we have previously filed electronically with the SEC at its Internet site at www.sec.gov.  Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms.  Our SEC reports and registration statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone number is 1-800-955-0219.





PART II





ITEM 1A.  RISK FACTORS





Not required for smaller reporting companies.





ITEM 2:  PROPERTIES





We have no assets, property or business; our principal executive office address and telephone number are the business office address and telephone number of our President, Travis T. Jenson, and are currently provided at no cost.  Because we have had no business, our activities have been limited to keeping us in good standing in the State of Nevada and timely voluntarily filing our reports with the SEC. These activities have consumed an insignificant amount of management’s time; accordingly, the costs to Mr. Jenson of providing the use of his office and telephone have been minimal.





ITEM 3:  LEGAL PROCEEDINGS





We are not a party to any pending legal proceeding. To the knowledge of our management, no federal, state or local governmental agency is presently contemplating any proceeding against us.  No director, executive officer or affiliate of ours or owner of record or beneficially of more than 5% of our common stock is a party adverse to us or has a material interest adverse to us in any proceeding.





ITEM 4:  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





No matter was submitted to a vote of our stockholders during the fourth quarter of our fiscal year ended December 31, 2010.


ITEM 5:  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES





Market Information





Our common stock is listed on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. (“FINRA”) under the symbol “TCXB.” There is currently no established trading market for shares of our common stock.  Management does not expect any viable market to develop in our common stock unless and until we complete an acquisition or merger. In any event, no assurance can be given that any market for our common stock will develop or be maintained.


9


For any market that develops for our common stock, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market.  For information regarding the requirements of resales under Rule 144, see the heading “Rule 144” below.





The following table sets forth, for the periods indicated over the last two years, the high and low closing bid quotations, as reported by the OTC Bulletin Board, and represents prices between dealers, does not include retail markups, markdowns or commissions, and may not represent actual transactions:





Closing Bid2009

High


LowJanuary 1 – March 31


.10



.02April 1 – June 30


.03



.02July 1 – September 30


.03



.03October 1 – December 31


.03



.032010January 4 – March 31


.10



.025April 1 – June 30


.10



.10July 1 – September 30


.10



.10October 1 – November 24


.10



.10November 26 – December 31


.25



.25





These prices were obtained from the National Quotation Bureau, Inc. (“NQB”) and do not necessarily reflect actual transactions, retail markups, mark downs or commissions.





Holders





We currently have 144 shareholders, not including an indeterminate number who may hold shares in “street name.”





Dividends





We have not declared any cash dividends with respect to our common stock and do not intend to declare dividends in the foreseeable future.  Our future dividend policy cannot be ascertained with any certainty, and if and until we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.





Securities Authorized for Issuance under Equity Compensation Plans





None; not applicable.





Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities





There were no sales of registered or unregistered securities by us during the year ended December 31, 2010.





Rule 144





The following is a summary of the current requirements of Rule 144:


10





Affiliate or Person Selling on Behalf of an Affiliate
Non-Affiliate (and has not been an Affiliate During the Prior Three Months)Restricted Securities of Reporting Issuers
During six-month holding period – no resales under Rule 144 Permitted.



After Six-month holding period – may resell in accordance with all Rule 144 requirements including:

·Current public information,

·Volume limitations,

·Manner of sale requirements for equity securities, and

·Filing of Form 144.
During six- month holding period – no resales under Rule 144 permitted.



After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies.



After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.Restricted Securities of Non-Reporting Issuers
During one-year holding period – no resales under Rule 144 permitted.



After one-year holding period – may resell in accordance with all Rule 144 requirements including:

·Current public information,

·Volume limitations,

·Manner of sale requirements for equity securities, and

·Filing of Form 144.
During one-year holding period – no resales under Rule 144 permitted.



After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.





Shell Companies





The following is an excerpt from Rule 144(i) regarding resales of securities of shell companies:





“(i)  Unavailability to securities of issuers with no or nominal operations and no or nominal non-cash assets.





(1)           This section is not available for the resale of securities initially issued by an issuer defined below:





(i) An issuer, other than a business combination related shell company, as defined in §230.405, or an asset-backed issuer, as defined in Item 1101(b) of Regulation AB (§229.1101(b) of this chapter), that has:





(A)           No or nominal operations; and





(B)           Either :





(1)   No or nominal assets;


(2)   Assets consisting solely of cash and cash equivalents; or


(3)   Assets consisting of any amount of cash and cash equivalents and nominal other assets; or





(ii)           An issuer that has been at any time previously an issuer described in paragraph (i)(1)(i).





(2)           Notwithstanding paragraph (i)(1), if the issuer of the securities previously had been an issuer described in paragraph (i)(1)(i) but has ceased to be an issuer described in paragraph (i)(1)(i); is subject to the reporting requirements of section 13 or 15(d) of the Exchange Act; has filed all reports and other materials required to be filed by section 13 or 15(d) of the Exchange Act, as applicable, during the preceding 12 months (or for such shorter period that the issue was required to file such reports and materials), other than Form 8-K reports (§249.308 of this


11


chapter); and has filed current “Form 10 information” with the Commission reflecting its status as an entity that is no longer an issuer described in paragraph (i)(1)(i), then those securities may be sold subject to the requirements of this section after one year has elapsed from the date that the issuer filed “Form 10 information” with the Commission.





(3)           The term “Form 10 information” means the information that is required by Form 10 or Form 20-F (§249.220f of this chapter), as applicable to the issuer of the securities, to register under the Exchange Act each class of securities being sold under this rule.  The issuer may provide the Form 10 information in any filing of the issuer with the Commission.  The Form 10 information is deemed filed when the initial filing is made with the Commission.”





Securities of a shell company cannot be publicly sold under Rule 144 in the absence of compliance with this subparagraph, though the SEC has implied that these restrictions would not be enforced respecting securities issued by a shell company while it was not determined to be a shell company.





Section 4(1) of the Securities Act





Since we are a shell company as defined in subparagraph (i) of Rule 144, our shares of common stock cannot be publicly resold under Rule 144 until we comply with the requirements outlined above under the heading “Shell Companies.”  Until those requirements have been satisfied, any resales of our shares of common stock must be made in compliance with the provisions of the exemption from registration under the Securities Act provided in Section 4(1) thereof, applicable to persons other than “an issuer, underwriter or a dealer.”  That will require that such shares of common stock be sold in “routine trading transactions,” which would include compliance with substantially all of the requirements of Rule 144, regardless of its availability; and such resales may be limited to our non-affiliates.  It is the position of the SEC that the Section 4(1) exemption is not available for the resale of any securities of an issuer that is or was a shell company, by directors, executive officers, promoters or founders or their transferees.  See NASD Regulation, Inc., CCH Federal Securities Law Reporter, 1990-2000 Decisions, Paragraph No. 77,681, the so-called “Worm-Wulff Letter.”





Use of Proceeds of Registered Securities





There were no proceeds received during the calendar year ended December 31, 2010, from the sale of registered securities.





Purchases of Equity Securities by Us and Affiliated Purchasers





None; not applicable.





ITEM 6:  SELECTED FINANCIAL DATA





Not required for smaller reporting companies.





ITEM 7:  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION





When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position.  Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors.  Such factors are discussed further below under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.


12


Plan of Operation





Our plan of operation for the next 12 months is to: (i)consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.





During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.





When and if a business will commence or an acquisition made is presently unknown and will depend upon various factors, including but not limited to funding and its availability and if and when any potential acquisition may become available to us at terms acceptable to us.  The estimated costs associated with reviewing and verifying information about a potential business venture would be mainly for due diligence and the legal process and could cost between $5,000 and $25,000.  These funds will either be required to be loaned by management or raised in private offerings; we cannot assure you that it can raise funds, if needed.





Liquidity and Capital Resources





We had no cash or cash equivalents on hand. If additional funds are required, such funds may be advanced by management or stockholders as loans to us. During the year ended December 31, 2010, expenses were paid by a principal stockholder in the amount of $7,264.  During the same period in 2009, additional expenses by a principal stockholder totaled $7,577. The aggregate amount of $75,907 outstanding as of December 31, 2010, is unsecured and is due on demand. Because we have not identified any acquisition or venture, it is impossible to predict the amount of any such loan.





Results of Operations





Other than maintaining its good corporate standing in the State of Nevada, compromising and settling our debts and seeking the acquisition of assets, properties or businesses that may benefit us and our stockholders, we have had no material business operations in the two most recent calendar years.





At December 31, 2010, we had prepaid expenses of $1,200.  See the Index to Financial Statements, Part II, Item 8, of this Annual Report.





During the year ended December 31, 2010, we had a net loss of $8,636, resulting from operations.  During this same period ending December 31, 2009, we had a net loss of $6,905, also resulting from operations.  The increase in our net loss from December 31, 2009 to December 31, 2010 was due to an increase in accounting fees and our overall operating expenses in general.  Except as described above, we have received no revenues in either of our two most recent calendar years.  See the Index to Financial Statements, Part II, Item 8, of this Annual Report.





Off-Balance Sheet Arrangements





We had no Off-Balance Sheet arrangements during the fiscal year ended December 31, 2010.





ITEM 7A:  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





Not applicable.





13


ITEM 8:  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





TC X CALIBUR, INC.


(A Development Stage Company)





FINANCIAL STATEMENTS


December 31, 2010





TABLE OF CONTENTS











Report of Independent Registered Public Accounting Firm
15Consolidated Balance Sheets
16Consolidated Statements of Operations
17Consolidated Statements of Stockholders’ Deficit
18Consolidated Statements of Cash Flows
19Notes to Consolidated Financial Statements
20








14





Report of Independent Registered Public Accounting Firm








The Board of Directors and Shareholders


TC X Calibur, Inc. [a development stage company]





We have audited the accompanying consolidated balance sheets of TC X Calibur, Inc. [a development stage company] as of December 31, 2010 and 2009, and the related consolidated statements of operations, stockholders’ equity (deficit), and cash flows for the years ended December 31, 2010 and 2009, and for the period from reactivation [January 2005] through December 31, 2010. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit.





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 an audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company has determined that it 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 purposes of expressing an opinion on the effectiveness of the Company’s internal controls 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, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 TC X Calibur, Inc. [a development stage company] as of December 31, 2010 and 2009, and the results of its operations and cash flows for the years ended December 31, 2010 and 2009, and for the period from reactivation through December 31, 2010, in conformity with accounting principles generally accepted in the United States of America.





The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has incurred a loss from operations and negative operating cash flows during the period from reactivation through December 31, 2010. These issues raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustment that might result from the outcome of this uncertainty.





/s/ Mantyla McReynolds, LLC


Mantyla McReynolds, LLC


Salt Lake City, Utah


February 11, 2011


15





TC X CALIBUR, INC.


(A Development Stage Company)


CONSOLIDATED BALANCE SHEETS


December 31, 2010 and 2009








December 31, 2010


December 31, 2009(Audited)


(Audited)ASSETSPrepaid Expenses

$
1,200


$
1,200Total Assets

$
1,200


$
1,200LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)LiabilitiesCurrent LiabilitiesAccounts Payable

$
1,372


$
-Payable to related parties


75,907



68,643Total Current Liabilities


77,279



68,643Total Liabilities


77,279



68,643Stockholders’ Equity (Deficit)Preferred Stock--5,000,000 shares authorized,$.001 par value; 0 shares issued and outstanding


-



-Common stock--50,000,000 shares authorized,$.001 par value; 1,325,062 shares (5,300,164 pre-split shares)issued and outstanding as of December 31, 2010 and 2009


1,325



1,325Additional Paid-In Capital


613,675



613,675Accumulated Deficit


(613,885
)


(613,885
)Deficit Accumulated During Development Stage


(77,194
)


(68,558
)Total Stockholders’ Equity (Deficit)


(76,079
)


(67,443
)Total Liabilities and Stockholders' Equity (Deficit)

$
1,200


$
1,200

















See Accompanying Notes to the Financial Statements


16


TC X CALIBUR, INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF OPERATIONS


For the Years Ended December 31, 2010 and 2009, and for the Period from


Reactivation (January 1, 2005) through December 31, 2010








FromFor the


For the


reactivationYear


Year


(01/01/05)Ended


Ended


throughDecember 31,


December 31,


December 31,2010


2009


2010Revenues

$
-


$
-


$
-General and Administrative Expenses


8,636



6,905



77,194Net Income (loss) from operations before taxes


(8,636
)


(6,905
)


(77,194
)Provision for Income Taxes


-



-



-Net Income (Loss)

$
(8,636
)

$
(6,905
)

$
(77,194
)Basic and Diluted Income (Loss) Per Share

$
(0.01
)

$
(0.01
)

$
(0.06
)Weighted Average Shares Outstanding


1,325,062



1,325,062



1,325,062


























See Accompanying Notes to the Financial Statements


17


TC X CALIBUR, INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ DEFICIT


For the Years Ended December 31, 2010 and 2009, and for the Period from


Reactivation (January 1, 2005) through December 31, 2010








Accum-ulated

NetDeficit

Stock-Number



Additional

Accum-

During

holders'of

Common

Paid-in

ulated

Development

EquityShares

Stock

Capital

Deficit

Stage

(Deficit)Balance, January 1, 2005

2,213,623

$
2,214

$
612,786

$
(613,885
)
$
-

$
1,115December 27, 2007 - Effect offorward split - 2.3943 for 1

3,086,541


3,086


(3,086
)November 29, 2010 - Effect ofreverse split - 1 for 4

(3,975,102
)

(3,975
)

3,975Net loss for the year endedDecember 31, 2005













(32,564
)

(32,564
)Balance, December 31, 2005

1,325,062


1,325


613,675


(613,885
)

(32,564
)

(31,449
)Net loss for the year endedDecember 31, 2006













(6,488
)

(6,488
)Balance, December 31, 2006

1,325,062


1,325


613,675


(613,885
)

(39,052
)

(37,937
)Net loss for the year endedDecember 31, 2007













(7,905
)

(7,905
)Balance, December 31, 2007

1,325,062


1,325


613,675


(613,885
)

(46,957
)

(45,842
)Net loss for the year endedDecember 31, 2008













(14,696
)

(14,696
)Balance, December 31, 2008

1,325,062


1,325


613,675


(613,885
)

(61,653
)

(60,538
)Net loss for the year endedDecember 31, 2009













(6,905
)

(6,905
)Balance, December 31, 2009

1,325,062


1,325


613,675


(613,885
)

(68,558
)

(67,443
)Net loss for the year endedDecember 31, 2010













(8,636
)

(8,636
)Balance, December 31, 2010

1,325,062

$
1,325

$
613,675

$
(613,885
)
$
(77,194
)
$
(76,079
)











See Accompanying Notes to the Financial Statements


18


TC X CALIBUR, INC.


(A Development Stage Company)


CONSOLIDATED STATEMENTS OF CASH FLOWS


For the Years Ended December 31, 2010 and 2009, and for the Period from


Reactivation (January 1, 2005) through December 31, 2010








FromFor the


For the


reactivationYear


Year


(01/01/05)Ended


Ended


throughDecember 31,


December 31,


December 31,2010


2009


2010Cash Flows From Operating ActivitiesNet income (loss)

$
(8,636
)

$
(6,905
)

$
(77,194
)Adjustments to reconcile net income (loss) tonet cash provided by operating activities:Issued Stock for Services


-



-



18,750Increase in Pre-Paid Expense


-



-



(1,200
)Increase (decrease) in:Accounts payable


1,372



(672
)


945Payables to related parties


7,264



7,577



58,699Net Cash From Operations


-



-



-Net Decrease in Cash


-



-



-Beginning Cash Balance


-



-



-Ending Cash Balance

$
-


$
-


$
-Supplemental Disclosure InformationIssued Stock for Service Contracts

$
-


$
-


$
18,750








See Accompanying Notes to the Financial Statements


19


TC X CALIBUR, INC.


NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


(A Development Stage Company)


December 31, 2010





NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





(a) Organization





TC X Calibur, Inc. (“the Company”) was incorporated in Nevada in October, 1988, under the name Extant Investments, Inc. In 1991, the Company merged with and changed its name to Sentinel Scientific, Inc. From 1991 to 1993, the Company was involved with research and development of biomedical technologies, but ceased active operations due to lack of operating capital. In August, 1993, the Company merged with A.F.C. Entertainment, Inc. (“A.F.C.”), a Barbados corporation, which was involved with the foreign film industry. In December, 1993, the Company purchased all of the shares of Film Optical Investments Limited, a corporation organized in the Province of Ontario, Canada (“Film Opticals”) in exchange for 480,000 (120,000 post-split) of its common shares. With the acquisition of Film Opticals, the Company had been engaged in the business of providing a full range of motion picture printing services and creative titles, credits and optical effects for features, commercials, theatrical and television programs. The foreign film library, acquired with the merger of A.F.C., remained intact, but funding constraints curtailed the Company’s ability to develop and market this business. Because of these constraints, the board of directors elected on December 8, 2004, to sell Film Opticals. The Company is currently considering new business opportunities for its planned principle operations.





The financial statements of the Company have been prepared in accordance with U. S. generally accepted accounting principles. The consolidated financial statements of the Company include the accounts of TC X Calibur, Inc. and its wholly-owned subsidiary, TCX Acquisition Corp. All significant intercompany transactions have been eliminated. The following summarizes the more significant of such policies:





(b) Statement of Cash Flows





For purposes of the statement of cash flows, the Company considers all highly liquid debt instruments purchased with a maturity of three months or less to be cash equivalents. During the period ending December 31, 2010 the Company did not have non-cash investing or financing activities.





(c) Income Taxes





The Company applies the provisions of Financial Accounting Standards Board Accounting Standard Codification (“ASC”) 740 Income Taxes.  The Standard requires an asset and liability approach for financial accounting and reporting for income taxes, and the recognition of deferred tax assets and liabilities for the temporary differences between the financial reporting basis and tax basis of the Company’s assets and liabilities at enacted tax rates expected to be in effect when such amounts are realized or settled. Due to a loss from inception, the Company has no tax liability.  At this time the Company has no deferred taxes arising from temporary differences between income for financial reporting and income tax purposes.





We classify tax-related penalties and net interest on income taxes as income tax expense. As of December 31, 2010 and 2009, no income tax expense had been incurred.





(d) Net Loss Per Common Share





Basic loss per common share is based on the weighted-average number of shares outstanding. Diluted income or loss per share is computed using weighted average number of common shares plus dilutive common share equivalents outstanding during the period using the treasury stock method. There are no common stock equivalents outstanding, thus, basic and diluted income or loss per share calculations are the same.  All per share calculations reflect the effects of the forward stock split.


20





(e) Impairment of Long-Lived Assets





The Company reviews long-lived assets, at least annually, to determine if impairment has occurred and whether the economic benefit of the asset (fair value for assets to be used and fair value less disposal costs for assets to be disposed of) is expected to be less than the carrying value. Triggering events, which signal further analysis, consist of a significant decrease in the asset’s market value, a substantial change in the use of an asset, a significant physical change in the asset, a significant change in the legal or business climate that could affect the asset, an accumulation of costs significantly in excess of the amount originally expected to acquire or construct the asset, or a history of losses that imply continued losses associated with assets used to generate revenue. The Company has no long-lived assets as of December 31, 2010.





(f) Use of Estimates in Preparation of Financial Statements





The preparation of financial statements in conformity with U. S. generally accepted   accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.





(g) Revenue Recognition





The Company shall recognize revenues in accordance with the Securities & Exchange Commission Staff Accounting Bulletin (SAB) number 104, “Revenue Recognition.”  SAB 104 clarifies application of U.S. generally accepted accounting principles to revenue transactions. Accordingly the Company shall recognize revenues when earned which shall be as products or services are delivered to customers. The Company shall also record accounts receivable for revenue earned but not yet collected. An allowance for bad debts shall be provided based on estimated losses. For revenue received in advance of service the Company shall record a current liability as deferred revenue until the earnings process is complete.





(h) Impact of New Accounting Standards





In October 2009, the FASB issued Accounting Standards Update No. 2009-13 for Revenue Recognition – Multiple Deliverable Revenue Arrangements (Subtopic 605-25) “Subtopic”. This accounting standard update establishes the accounting and reporting guidance for arrangements under which the vendor will perform multiple revenue – generating activities. Vendors often provide multiple products or services to their customers. Those deliverables often are provided at different points in time or over different time periods. Specifically, this Subtopic addresses how to separate deliverables and how to measure and allocate arrangement consideration to one or more units of accounting.  The amendments in this guidance will affect the accounting and reporting for all vendors that enter into multiple-deliverable arrangements with their customers when those arrangements are within the scope of this Subtopic.  This Statement is effective for fiscal years beginning on or after June 15, 2010. Earlier adoption is permitted. If a vendor elects early adoption and the period of adoption is not the beginning of the entity’s fiscal year, the entity will apply the amendments under this Subtopic retrospectively from the beginning of the entity’s fiscal year.  The presentation and disclosure requirements shall be applied retrospectively for all periods presented. Currently, Management believes this Statement will have no impact on the financial statements of the Company once adopted.





The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows.  Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements





21


NOTE 2 LIQUIDITY/GOING CONCERN





The Company is a development stage enterprise and has accumulated operating losses since reactivation of $77,194, and has had negative cash flows from operating activities during the period from reactivation [January 2005] through December 31, 2010. These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements do not include any adjustment that might result from the outcome of this uncertainty. Currently, management’s plans include finding a well-capitalized merger candidate to recommence its operations.





NOTE 3 RELATED PARTY TRANSACTIONS





During the years ended December 31, 2010 and 2009, the Company borrowed $7,264 and $7,577, respectively from a shareholder to pay operating expenses.  The loan is non-interest bearing, unsecured and payable on demand. The balance of the loan as of December 31, 2010 and 2009 is $75,907 and $68,643, respectively.





NOTE 4 EQUITY





Effective November 29, 2010, the Company effected a reverse split of its outstanding common stock on a basis of one for four (1:4), while retaining the current par value of $0.001.  All fractional shares were rounded up to the nearest whole share.  The Company retroactively applied the effects of the reverse split to all periods presented.





NOTE 5 INCOME TAXES





The provision for income taxes consists of the following:





2010



2009Current tax
$
—


$
—Deferred tax benefit

(2,936
)


(2,348
)Benefits of operating loss carryforwards

2,936



2,348Provision for Income Tax
$
—


$
—





Below is a summary of deferred tax asset calculations on net operating loss carry forward amounts as of December 31, 2010.





Description

NOL Balance


Tax


RateNet Operating Loss

$
689,035


$
234,272



34
%Valuation Allowance






(234,272
)Deferred Tax Asset – 12/31/2010





$
—





A valuation allowance is provided when it is more likely than not that some portion of the deferred tax asset will not be realized.  Currently there is no reasonable assurance that the Company will be able to take advantage of a deferred tax asset. Thus, an offsetting allowance has been established for the deferred asset.  The valuation allowance has increased by $2,936, from $231,336, as of December 31, 2009.





22


The Company has the following operating loss carry forwards available at December 31, 2010:





Operating LossesExpires

Amount2020
$
38,2502021

12,3822022

17,1512023

14,2742024

529,7842025

32,5642026

6,4882027

7,9052028

14,6962029

6,9052030

8,636Total
$
689,035





Reconciliation between income taxes at the statutory tax rate (34%) and the actual income tax provision for continuing operations follows:





2010



2009Expected Tax Provision
$
(2,936
)

$
(2,348
)Effect of:Increase in Valuation Allowance

2,936



2,348Actual Tax Provision
$
—


$
—





Uncertain Tax Positions





We have not made any adjustments to deferred tax asset or liabilities.  We did not identify any material uncertain tax positions of the Company on returns that have been filed or that will be filed.  The Company has not had operations and is carrying a Net Operating Loss as disclosed above.  Since it is not unlikely that the Net Operating loss will ever produce a tax benefit, even if examined by taxing authorities and disallowed entirely, there would be no effect on the financial statements.





A reconciliation of our unrecognized tax benefits for 2010 is presented in the table below:





Balance as of January 1, 2010

$

0.00Additions based on tax positions related to the current year



0.00Reductions for tax positions of prior years



0.00Reductions due to expiration of statute of limitations



0.00Settlements with taxing authorities



0.00Balance as of December 31, 2010

$

0.00





The Company has filed income tax returns in the U.S. and Canada.  All years prior to 2007 are closed by expiration of the statute of limitations.  The tax year ended December 31, 2007, will close by expiration of the statute of limitations on April 15, 2011.  The years ended December 31, 2008, 2009, and 2010 are open for examination.





23


NOTE 6 OFFICE LEASE





The Company offices for 2010 were those of President, Travis T. Jenson, and are provided at no cost. The shareholder incurs no incremental costs in providing this office space to the Company.





24


ITEM 9:  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE





None; not applicable.





ITEM 9A(T):  CONTROLS AND PROCEDURES





Our management, with the participation of our principal executive and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our President and Secretary/Treasurer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were effective such that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Secretary/Treasurer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.




Management’s Annual Report on Internal Control over Financial Reporting
 
 Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.





Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.





Our management, with the participation of the President and Secretary/Treasurer, evaluated the effectiveness of our internal control over financial reporting as of December 31, 2010.  In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control - Integrated Framework.  Based on this evaluation, our management, with the participation of the President and Secretary/Treasurer, concluded that, as of December 31, 2010, our internal control over financial reporting was effective.
 
 This Annual Report does not include 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 Security and Exchange Commission that permit the Company to provide only management’s report in this Annual Report.





Changes in Internal Control Over Financial Reporting





There have been no changes in internal control over financial reporting.





ITEM 9B:  OTHER INFORMATION





On January 20, 2009, Thomas J. Howells tendered his resignation as a director and the Secretary and Treasurer of the Company, effective as of January 20, 2009, for personal reasons, and there were no disagreements with the Company regarding his resignation.  The Company accepted this resignation and elected Jason Jenson as a director and Secretary and Treasurer to fill the vacancy.





For additional information, please see Part IV, Item 15, which references our 8-K Current Report dated January 20, 2009, regarding the resignation of Thomas J. Howells.





25


Effective November 29, 2010, the Company effected a reverse split of its outstanding common stock on a basis of one for four (1:4), while retaining the current par value of $0.001.  All fractional shares were rounded up to the nearest whole share.  The Company retroactively applied the effects of the reverse split to all periods presented.





PART III





ITEM 10:  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





Identification of Directors and Executive Officers





Our executive officers and directors and their respective ages, positions and biographical information are set forth below.





Name
Age
Positions Held
Director SinceTravis T. Jenson
38
President & Director
September 2005Jason Jenson
35
Secretary, Treasurer & Director
January 2009Harold T. Jenson
41
Director
September 2005





On January 20, 2009, Thomas J. Howells tendered his resignation as a director and the Secretary and Treasurer of the Company, effective as of January 20, 2009, for personal reasons and there are no disagreements with the Company.  The Company accepted this resignation and elected Jason Jenson as a director and Secretary and Treasurer to fill the vacancy.





Background and Business Experience





Travis T. Jenson, President and director, is 38 years old. Mr. Jenson graduated with honors from Westminster College in 1995 with a B.S. degree.  Since January of 1996, Mr. Jenson has worked for Jenson Services, Inc., a Utah corporation and financial consulting firm. Mr. Jenson has served on the board of a number of public companies and within the last four years was the Secretary, Treasurer, CFO and director of Autostrada Motors, Inc., a Utah corporation, until its reorganization in October, 2006.  Mr. Jenson is also the President and a director of Jenson Services.





Jason Jenson, Secretary, Treasurer and director, is 35 years of age.  Mr. Jenson graduated in 1997 from the University of Utah.  From 2002 to present, Mr. Jenson has been owner and President of Highmark Enterprises, a Salt Lake City, Utah, construction company.





Harold T Jenson, director, is 41 years old. Mr. Jenson is a graduate of Montana State University, in Billings, Montana. Mr. Jenson is the owner/operator of HJJ Construction, LLC, a Utah limited liability corporation which specializes in the construction of custom homes along the Wasatch Front and in Park City and Deer Valley, Utah.





Significant Employees





We have no employees who are not executive officers, but who are expected to make a significant contribution to our business.





Family Relationships





Travis T., Jason, and Harold T. Jenson are cousins. Additionally, Travis T. Jenson is the son and Jason and Harold T. Jenson are nephews of Duane S. Jenson, a majority shareholder of the Company.  Other than the aforementioned, there are no family relationships between any current directors or executive officers of our Company, either by blood or by marriage.





26


Involvement in Other Public Companies





Travis T. Jenson has served on the board of a number of public companies and within the last four years was the Secretary, Treasurer, CFO and director of Autostrada Motors, Inc., a Utah corporation, until its reorganization in October, 2006.  During the past six years, Jason Jenson has served on the following publicly traded companies: from September 1994 to May 2006 he served as the Treasurer, Secretary and Chief Financial Officer of Lentec Imaging, Inc., a Nevada corporation, until it became RTO Holdings and is now Orion Ethanol.  Mr. Jenson also served as Secretary and a Director for Formula Footwear, a Utah corporation, from March 1999 until April 2004 when it became VSUS Technologies; Mr. Jenson served as Secretary and a Director for Centroid Consolidate Mines, Inc., a Nevada corporation, from May 1999 to July 2004, at which time it became Egene, Inc.





Involvement in Certain Legal Proceedings





During the past 10 years, to our knowledge, none of our present or former directors, executive officers or persons nominated to become directors or executive officers has been the subject of any of the following:





(1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two (2) years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two (2) years before the time of such filing;





(2) Such person was convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);





(3) Such person was the subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him or her from, or otherwise limiting, the following activities:





(i) Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity;





(ii) Engaging in any type of business practice; or





(iii) Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws;





(4) Such person was the subject of any order, judgment or decree, not subsequently reversed,


suspended or vacated, of any Federal or State authority barring, suspending or otherwise limiting for more than sixty (60) days the right of such person to engage in any activity described in paragraph (f)(3)(i) of this section, or to be associated with persons engaged in any such activity;





(5) Such person was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated;





(6) Such person was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any Federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated;





27


(7) Such person was the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of:





(i) Any federal or state securities or commodities law or regulation; or





(ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; or





(iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or





(8) Such person was the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.





Compliance with Section 16(a) of the Exchange Act





The common stock of the Company is registered under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”), and therefore, the officers, directors and holders of more than 10% of our outstanding shares are subject to the provisions of Section 16(a) which requires them to file with the SEC initial reports of ownership and reports of changes in ownership of common stock and our other equity securities.  Officers, directors and greater than 10% beneficial owners are required by SEC regulations to furnish us with copies of all Section 16(a) reports they file.  Based solely upon review of the copies of such forms furnished to us during the fiscal year ended December 31, 2010, the following were filed timely:





Name
Type
FiledDuane S. Jenson
Form 3
November 10, 2008Travis T. Jenson
Form 3
November 10, 2008Thomas J. Howells
Form 3
November 10, 2008Jenson Services Inc.
Form 3
November 10, 2008





Code of Ethics





We adopted a Code of Ethics for our principal executive and financial officers.  See Part IV, Item 15.





Corporate Governance





Nominating Committee





We have not established a Nominating Committee because, due to our lack of material operations and the fact that we presently have only three directors and executive officers, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee.  Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.





If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.





28


Audit Committee





We have not established an Audit Committee because, due to our lack of material operations and the fact that we presently have only three directors and executive officers, we believe that we are able to effectively manage the issues normally considered by an Audit Committee.  Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.





ITEM 11:  EXECUTIVE COMPENSATION





All Compensation





No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to our management during the years ended December 31, 2010, or 2009. Furthermore, no member of our management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item. Stock awards were valued using the closing bid price for the period in question as obtained from the National Quotation Bureau, Inc. (the “NQB”). The following table sets forth the aggregate compensation paid by our Company for services rendered during the periods indicated:





SUMMARY COMPENSATION TABLE





Name and Principle Position
Year
Salary

($)
Bonus

($)
Stock Awards

($)
Option Awards

($)
Non-

Equity

Incentive

Plan

Compen-sation

($)
Nonqual-ified Deferred Compen-sation

($)
All

Other

Compen-

sation

($)
Total

Earnings

($)(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)Travis T. Jenson
12/31/10
0
0
0
0
0
0
0
0President, Director
12/31/09
0
0
0
0
0
0
0
012/31/08
0
0
0
0
0
0
0
012/31/07
0
0
0
0
0
0
0
0Jason Jenson*
12/31/10
0
0
0
0
0
0
0
0Secretary, Treasurer
12/31/09
0
0
0
0
0
0
0
0DirectorHarold T. Jenson
12/31/10
0
0
0
0
0
0
0
0Director
12/31/09
0
0
0
0
0
0
0
012/31/08
0
0
0
0
0
0
0
012/31/07
0
0
0
0
0
0
0
0Thomas J. Howells*
12/31/09
0
0
0
0
0
0
0
0Secretary, Treasurer
12/31/08
0
0
0
0
0
0
0
0Director
12/31/07
0
0
0
0
0
0
0
012/31/06
0
0
0
0
0
0
0
0





* On January 20, 2009, Thomas J. Howells tendered his resignation as a director and the Secretary and Treasurer of the Company, effective as of January 20, 2009, for personal reasons, and there were no disagreements with the Company regarding his resignation.  The Company accepted this resignation and elected Jason Jenson as a director and Secretary and Treasurer to fill the vacancy.





29





Outstanding Equity Awards at Fiscal Year-End





None, not applicable.





Compensation of Directors





There are no standard arrangements pursuant to which our directors are compensated for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended December 31, 2010.





ITEM 12:  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





Security Ownership of Certain Beneficial Owners





The following table sets forth the ownership by any person known to us to be the beneficial owner of more than five percent (5%) of any of our outstanding voting securities as of November 10, 2008.  Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.  The persons named in the table below have sole voting power and investment power with respect to all shares of common stock shown as beneficially owned by them.  The percentage of beneficial ownership is based upon 1,325,062 shares (5,300,164 pre-split shares) of common stock outstanding at that date.





Beneficial Owners





Amount and NatureTitle
Name and Address
of Beneficial Ownership
Percent of Classof Class
of Beneficial Owners
Pre-Split
Post-Split
Pre-Split
Post-SplitCommon
Travis T. Jenson(2)
1,305,046
326,262
24.62%
24.62%President and Director9103 Jeremy Ranch RoadPark City, Utah  84098Common
Thomas J. Howells(2)
722,636
180,661
13.63%
13.63%9706 South Ruskin CircleSandy, Utah 84092Common
Duane S. Jenson(1)
427,090
106,773
8.06%
8.06%156 E. Valais ParkwayMidway, Utah 84049Common
Jenson Services Inc.(1)(2)
1,548,390
387,098
29.21%
29.21%4685 S. Highland Dr., Suite 202Salt Lake City, Utah  84117





(1)Mr. Duane S. Jenson may be deemed beneficial owner of these shares due to his relationship with Jenson Services, Inc.  Mr. Jenson is CEO and owner of Jenson Services, Inc.





(2) Travis T. Jenson and Thomas J. Howells may also be deemed to be the beneficial owners of the shares of Jenson Services.  Travis T. Jenson is the President and a director of Jenson Services, Inc. and Thomas J. Howells is the Secretary/Treasurer and a director of Jenson Services, Inc.





30





Management





Amount and NatureTitle
Name and Address
of Beneficial Ownership
Percent of Classof Class
of Beneficial Owners
Pre-Split
Post-Split
Pre-Split
Post-SplitCommon
Travis T. Jenson
1,305,046
326,262
24.62%
24.62%President and Director9103 Jeremy Ranch RoadPark City, Utah  84098Common
Jason Jenson
0
0
0%
0%Secretary and Treasurer942 South Newberry Rd.Salt Lake City, Utah 84108Common
Harold T. Jenson
0
0
0%
0%Director848 E. Hudson Ave.Salt Lake City, Utah  84106





SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days.  Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person.  Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person.  At the present time there are no outstanding options or warrants.





Changes in Control





There are no additional present arrangements or pledges of our securities which may result in a change in control of the Company.  However, there are no provisions in our Articles of Incorporation or Bylaws that would delay, defer or prevent a change in control.





Securities Authorized for Issuance under Equity Compensation Plans





None, not applicable.





ITEM 13:  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORS INDEPENDENCE





Transactions with Related Persons





There were no material transactions, or series of similar transactions, during our last two fiscal years, or any currently proposed transactions, or series of similar transactions, to which our Company or any of our subsidiaries was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or 1% of the average of our total assets at year-end for the last two completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.


31


Promoters and Certain Control Persons





See the heading “Transactions with Related Persons” above.





Parents of the Smaller Reporting Company





We have no parents.





Director Independence





We do not have any independent directors serving on our Board of Directors.





ITEM 14:  PRINCIPAL ACCOUNTING FEES AND SERVICES





The following is a summary of the fees billed to us by our principal accountants during the fiscal years ended December 31, 2010 and 2009:





Fee Category


2010


2008Audit Fees

$
6,328

$
5,769Audit-related Fees


0


0Tax Fees


400


400All Other Fees


0


0Total Fees

$
6,728

$
6,169





Audit Fees -Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.





Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”





Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.





All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.





Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors





We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.





PART IV





ITEM 15:  EXHIBITS, FINANCIAL STATEMENT SCHEDULES




(a)(1)(2)
Financial Statements.  See the audited financial statements for the year ended December 31, 2010 contained in Item 8 above which are incorporated herein by this reference.(a)(3)
Exhibits.  The following exhibits are filed as part of this Annual Report:


32









No.
Description3.1
Restated Articles of Incorporation(3)3.2
Bylaws(1)14.1
Code of Ethics(2)20.1
Form 8-K – Current Report filed on or about May 5, 2000.(4)20.1
Form 8-K – Current Report filed on or about January 20, 2009, announcing the resignation of Thomas J. Howells as Secretary, Treasurer and director and the election of Jason Jenson to the vacated position.(4)20.1
Form 10 – Registration statement on Form 10- registering the Company’s $0.001 par value common stock under Section 12(g) of the Exchange Act.(4)31.1
Certification of Principal Executive Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*31.2
Certification of Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002*32.2
Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*(1)
Filed with our initial Form 10 and incorporated herein by reference.(2)
Filed with our initial Form 10-KSB for December 31, 2006, and incorporated herein by reference.(3)
Filed with our initial Form 10-KSB for December 31, 2007, and incorporated herein by reference.(4)
Incorporated herein by reference.




Incorporated herein by reference.*Filed herewith.








SIGNATURES





Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.





TC X CALIBUR, INC.





Date:
02/11/11

By:
/s/Travis T. JensonTravis T. Jenson, President and Director








Pursuant to the requirements of the Securities Exchange Act of 1934 this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.





TC X CALIBUR, INC.





Date:
02/11/11

By:
/s/Travis T. JensonTravis T. Jenson, President and DirectorDate:
02/11/11

By:
/s/Jason JensonSecretary/Treasurer