XLR MEDICAL CORP. |
(Name of Small Business Issuer in its charter) |
Nevada | 88-0488851 | |
(State or other jurisdiction of Identification No.) | (I.R.S. Employer incorporation or organization) |
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
Large accelerated filer | ☐ | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | Smaller reporting company | ☒ |
Emerging Growth Company | ☐ |
XLR MEDICAL CORP BALANCE SHEETS |
As of October 31, | As of January 31, | |||||||
2019 | 2019 | |||||||
(Unaudited) | (Audited) | |||||||
CURRENT ASSETS | ||||||||
Cash | $ | - | $ | - | ||||
TOTAL CURRENT ASSETS | - | - | ||||||
TOTAL OTHER ASSETS | - | - | ||||||
TOTAL ASSETS | $ | - | $ | - | ||||
LIABILITIES | ||||||||
CURRENT LIABILITIES | ||||||||
Accounts Payable and Accrued Expenses | - | - | ||||||
TOTAL CURRENT LIABILITIES | - | - | ||||||
TOTAL LIABILITIES | - | - | ||||||
COMMITMENTS AND CONTINGENCIES | - | - | ||||||
STOCKHOLDER’S EQUITY | ||||||||
Common stock ($0.00001 par value; 950,000,000 shares authorized; 12,508,011 shares issued and outstanding at October 31, 2019 and January 31, 2019) | $ | 125 | $ | 125 | ||||
Additional Paid in Capital | $ | 2,670,472 | $ | 2,663,035 | ||||
Accumulated Deficit | (2,670,597 | ) | (2,663,160 | ) | ||||
TOTAL STOCKHOLDER’S EQUITY (DEFICIT) | - | - | ||||||
TOTAL LIABILITIES AND STOCKHOLDER’S EQUITY/(DEFICIT) | $ | - | $ | - |
2 |
XLR MEDICAL CORP Statements of Operations (Unaudited) |
For the three months ended October 31, | ||||||||
2019 | 2018 | |||||||
Sales | $ | - | $ | - | ||||
Total Revenue | $ | - | $ | - | ||||
EXPENSES: | ||||||||
Selling, General and Administrative | - | - | ||||||
Professional Fees | 619 | - | ||||||
Total Expense | 619 | - | ||||||
Loss from operations | $ | (619 | ) | $ | - | |||
OTHER INCOME/(EXPENSES): | ||||||||
Interest Expense | - | - | ||||||
Total Other Net Income/(Expense) | $ | - | $ | - | ||||
Loss Before Income tax | $ | (619 | ) | $ | - | |||
Provision for Income Taxes | - | - | ||||||
Net Income/(Loss) | $ | (619 | ) | $ | - | |||
Weighted average common shares outstanding, basic and fully diluted | 12,508,011 | 508,011 | ||||||
Basic and fully diluted net loss per common share: | ||||||||
Net Income/(Loss) | $ | (0.00 | ) | $ | - |
3 |
For the nine months ended October 31, | ||||||||
2019 | 2018 | |||||||
Sales | $ | - | $ | - | ||||
Total Revenue | $ | - | $ | - | ||||
EXPENSES: | ||||||||
Selling, General and Administrative | - | - | ||||||
Professional Fees | 7,438 | - | ||||||
Total Expense | 7,438 | - | ||||||
Loss from operations | $ | (7,438 | ) | $ | - | |||
OTHER INCOME/(EXPENSES): | ||||||||
Interest Expense | - | - | ||||||
Total Other Net Income/(Expense) | $ | - | $ | - | ||||
Loss Before Income tax | $ | (7,438 | ) | $ | - | |||
Provision for Income Taxes | - | - | ||||||
Net Income/(Loss) | $ | (7,438 | ) | $ | - | |||
Weighted average common shares outstanding, basic and fully diluted | 12,508,011 | 508,011 | ||||||
Basic and fully diluted net loss per common share: | ||||||||
Net Income/(Loss) | $ | - | $ | - |
4 |
For the nine months ended October 31, | ||||||||
2019 | 2018 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: | ||||||||
Net loss | $ | (7,438 | ) | $ | - | |||
Adjustments to reconcile net (loss) to net cash provided by (used in) operations: | ||||||||
Changes in Assets and Liabilities: | - | - | ||||||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (7,438 | ) | - | |||||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | - | - | ||||||
FINANCING ACTIVITIES | ||||||||
Capital Contributions | 7,438 | |||||||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 7,438 | - | ||||||
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | - | - | ||||||
CASH AND CASH EQUIVALENTS, | ||||||||
BEGINNING OF THE PERIOD | - | - | ||||||
END OF THE PERIOD | $ | - | $ | - | ||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||||||||
CASH PAID DURING THE PERIOD FOR: | ||||||||
Interest | $ | - | $ | - | ||||
Taxes | $ | - | $ | - |
5 |
XLR MEDICAL CORP Statements of Stockholders’ Deficit (Unaudited) |
Common Stock | Paid-in | Accumulated | Total | |||||||||||||||||
Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balances, February 1, 2018 | 508,011 | $ | 5 | $ | 2,653,155 | $ | (2,653,160 | ) | $ | - | ||||||||||
Net Income/(Loss) From Continuing Operations | - | - | - | - | - | |||||||||||||||
Balances, April 30, 2018 | 508,011 | $ | 5 | $ | 2,653,155 | $ | (2,653,160 | ) | $ | - | ||||||||||
Net Income/(Loss) From Continuing Operations | - | - | - | - | - | |||||||||||||||
Balances, July 31, 2018 | 508,011 | $ | 5 | $ | 2,653,155 | $ | (2,653,160 | ) | $ | - | ||||||||||
Net Income/(Loss) From Continuing Operations | - | - | - | - | - | |||||||||||||||
Balances, October 31, 2018 | 508,011 | $ | 5 | $ | 2,653,155 | $ | (2,653,160 | ) | $ | - |
6 |
For the nine months ended | ||||||||||
October 31, 2019 |
Common Stock | Paid-in | Accumulated | Total | |||||||||||||||||
Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
Balances, February 1 2019 | 12,508,011 | $ | 125 | $ | 2,663,035 | $ | (2,663,160 | ) | $ | - | ||||||||||
Capital Contributions by majority shareholder | - | - | 5,590 | - | 5,590 | |||||||||||||||
Net Income/(Loss) From Continuing Operations | - | - | - | (5,862 | ) | (5,862 | ) | |||||||||||||
Balances, April 30, 2019 | 12,508,011 | $ | 125 | $ | 2,668,625 | $ | (2,669,022 | ) | $ | (272 | ) | |||||||||
Capital Contributions by majority shareholder | - | - | 1,022 | - | 1,022 | |||||||||||||||
Net Income/(Loss) From Continuing Operations | - | - | - | (956 | ) | (956 | ) | |||||||||||||
Balances, July 31, 2019 | 12,508,011 | $ | 125 | $ | 2,669,647 | $ | (2,669,978 | ) | $ | (206 | ) | |||||||||
Capital Contributions by majority shareholder | - | - | 825 | - | 825 | |||||||||||||||
Net Income/(Loss) From Continuing Operations | - | - | - | (619 | ) | (619 | ) | |||||||||||||
Balances, October 31, 2019 | 12,508,011 | $ | 125 | $ | 2,670,472 | $ | (2,670,597 | ) | $ | - |
7 |
8 |
Level 1 | Quoted market prices available in active markets for identical assets or liabilities as of the reporting date. |
Level 2 | Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date. |
Level 3 | Pricing inputs that are generally unobservable inputs and not corroborated by market data. |
9 |
10 |
Last 10-Q | Last 10-K | |||||||
10/31/07 | 1/31/07 | |||||||
Accounts payable | 94,888 | 85,225 | ||||||
Accrued liabilities | 25,347 | 18,935 | ||||||
Due to related parties | 293,931 | 248,636 | ||||||
Loans payable | 409,000 | 397,000 | ||||||
Total Liabilities | 823,166 | 749,796 |
11 |
12 |
● | may reduce the equity interest of our existing stockholders; |
● | may cause a change in control if a substantial number of our shares of capital stock are issued, and most likely will also result in the resignation or removal of our present officer and director; and |
● | may adversely affect the prevailing market price for our common stock. |
● | default and foreclosure on our assets if our operating revenues after a business combination were insufficient to pay our debt obligations; |
● | acceleration of our obligations to repay the indebtedness even if we have made all principal and interest payments when due if the debt security contained covenants that required the maintenance of certain financial ratios or reserves and any such covenants were breached without a waiver or renegotiations of such covenants; |
● | our inability to obtain additional financing, if necessary, if the debt security contained covenants restricting our ability to obtain additional financing while such security was outstanding. |
13 |
● | the application of Rule 419 to any public offering of securities we may undertake, which could make closing such an offering more difficult than if we were not subject to such rule; |
● | the application of the “penny stock” rules to shares of our common stock, which provide for enhanced disclosures by broker-dealers to persons desiring to purchase our stock in the open market, which may diminish demand for our stock in the open market; |
● | limitations on the availability of Rule 144 to our shareholders who hold restricted stock, which may render raising capital in private transactions more difficult; and |
● | limitations on the availability of Form S-8 to register shares of common stock issuable to our employees and consultants. |
14 |
● | maintaining our corporate existence such as annual fees due to the State of Nevada; |
● | filing periodic reports under the Exchange Act including filing accounting and legal fees; and |
● | investigating and analyzing business opportunities and possibly consummating a business transaction. |
15 |
16 |
17 |
Exhibit | Description | |
101.INS | XBRL Instance Document | |
101.SCH | XBRL Taxonomy Extension Schema Document | |
101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |
101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |
101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document |
18 |
XLR MEDICAL CORP. | |||
Date: March 5, 2020 | By: | /s/ Bryan Glass | |
Name: | Bryan Glass | ||
Title: | Chief Executive Officer, Chief Financial Officer, Principal | ||
Executive Officer, Principal Accounting Officer |
19 |
1. | I have reviewed this quarterly report on Form 10-Q of XLR Medical Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | As the registrant's sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: March 5, 2020 | By: | /s/ Bryan Glass | |
Name: | Bryan Glass | ||
Title: | President, Principal Executive Officer |
1. | I have reviewed this quarterly report on Form 10-Q of XLR Medical Corp.; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | As the registrant's sole certifying officer, I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and | |
d) | Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and |
5. | As the registrant's sole certifying officer, I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): |
a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and | |
b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. |
Date: March 5, 2020 | By: | /s/ Bryan Glass | |
Name: | Bryan Glass | ||
Title: | Principal Financial Officer |
Date: March 5, 2020 | By: | /s/ Bryan Glass | |
Bryan Glass | |||
President, Principal Executive Officer and Principal Financial Officer |
MATERIAL EVENTS (Details Narrative) - USD ($) |
Oct. 31, 2019 |
Jan. 31, 2019 |
Nov. 30, 2018 |
---|---|---|---|
Common stock value | $ 125 | $ 125 | |
Common stock, shares issued | 12,508,011 | 12,508,011 | |
Mr. Glass [Member] | |||
Common stock value | $ 120 | ||
Common stock, shares issued | 12,000,000 |
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT (Details) - USD ($) |
Oct. 31, 2019 |
Jan. 31, 2019 |
Oct. 31, 2007 |
Jan. 31, 2007 |
---|---|---|---|---|
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | ||||
Accounts payable | $ 94,888 | $ 85,225 | ||
Accrued liabilities | 25,347 | 18,935 | ||
Due to related parties | 293,931 | 248,636 | ||
Loans payable | 409,000 | 397,000 | ||
Total Liabilities | $ 823,166 | $ 749,796 |
BUSINESS ACTIVITY |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
BUSINESS ACTIVITY | |
NOTE A - BUSINESS ACTIVITY | XLR Medical Corp. (the “Company”) was organized under the laws of the State of Nevada on February 2, 2001 under the name Relay Mines Limited—subsequently the name of the Company was changed to XLR Medical Corp. After the October 31, 2007 10-Q filing, the management of the Company abandoned the Company and it became a dormant company until 2018 when a new shareholder acquired stock to become the majority shareholder and owner of the Company. The Company’s fiscal year end is January 31st. |
BALANCE SHEETS (Parenthetical) - $ / shares |
Oct. 31, 2019 |
Jan. 31, 2019 |
---|---|---|
STOCKHOLDER'S EQUITY | ||
Common stock, shares par value | $ 0.00001 | $ 0.00001 |
Common stock, shares authorized | 950,000,000 | 950,000,000 |
Common stock, shares issued | 12,508,011 | 12,508,011 |
Common stock, shares outstanding | 12,508,011 | 12,508,011 |
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT (Tables) |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of all existing liabilities |
|
INCOME TAX |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
INCOME TAX | |
NOTE G - INCOME TAX | The Company provides for income taxes under (now included under Accounting Standards Codification (ASC), 740), Accounting for Income Taxes. ASC 740 requires the use of an asset and liability approach in accounting for income taxes. Deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax bases of assets and liabilities and the tax rates in effect when these differences are expected to reverse. ASC 740 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all the deferred tax assets will not be realized. For Federal income tax purposes, the Company has net operating loss carry forwards that expire through 2030. The net operating loss carryforward as of October 31, 2019 is approximately $2,670,000 and as of October 31, 2018 is $2,650,000 approximately. The total deferred tax asset is approximately $560,700 and $556,500 for the quarters ended October 31, 2019 and 2018, respectively. No tax benefit has been reported in the financial statements because after evaluating our own potential tax uncertainties, the Company has determined that there are no material uncertain tax positions that have a greater than 50% likelihood of reversal if the Company were to be audited. The Company is not obligated to pay State Income Taxes because it is a Nevada corporation. |
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SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) |
9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2019 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
Cash and Cash Equivalents | For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. |
||||||||||
Management's Use of Estimates | The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business. Emerging Growth Company Critical Accounting Policy Disclosure: We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. (See ASU 2014-09) Revenue Recognition- On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2014-09, Revenue from Contracts with Customers, Topic 606 (“ASC 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new revenue standard replaces most existing revenue recognition guidance in GAAP and permits the use of either the full retrospective or modified retrospective transition method. The Company adopted this standard using the modified basis effective January 1, 2019 and given the Company’s limited revenue, the modified retrospective basis has no material impact on prior years given the limited revenue. |
||||||||||
Comprehensive Income (Loss) | The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. |
||||||||||
Net Income per Common Share | Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of October 31, 2019 and 2018. |
||||||||||
Deferred Taxes | The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. |
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Fair Value of Financial Instruments | The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments. |
||||||||||
Accounts Receivable | Accounts deemed uncollectible are written off in the year they become uncollectible. As of October 31, 2019, and 2018, the balance in Accounts Receivable was $0 and $0, respectively. |
||||||||||
Impairment of Long-Lived Assets | The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the quarters ended October 31, 2019 and 2018. |
||||||||||
Stock-Based Compensation | The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. |
||||||||||
Fair Value for Financial Assets and Financial Liabilities | The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at October 31, 2019 and 2018. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at October 31, 2019, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended October 31, 2019 and 2018. |
||||||||||
Recently Issued Accounting Pronouncements | In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on our accounting and disclosures. January 2019, the FASB issued ASU 2016-02, Leases (Topic 842) – ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize, in the statement of financial position, a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e. January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all non-public business entities upon issuance. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. |
EQUITY |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
EQUITY | |
NOTE F - EQUITY | The Company is authorized to issue 950,000,000 Common Shares at $.00001 par value per share. On November 30, 2018, the Company’s board of directors and custodian appointed, Bryan Glass as the Company’s President, Secretary and Treasurer and authorized the issuance of 12,000,000 shares of stock to Mr. Glass for an aggregate price of $120. Total issued and outstanding shares as of October 31, 2019 is 12,508,011. To date, the majority shareholder, Bryan Glass contributed $17,438 for expenses and fees to reinstate the Company. This money is booked as a capital contribution. |
INCOME TAX (Details Narrative) - USD ($) |
Oct. 31, 2019 |
Oct. 31, 2018 |
---|---|---|
INCOME TAX | ||
Net operating loss carryforward | $ (2,670,000) | $ (2,650,000) |
Deferred tax asset | $ 560,700 | $ 556,500 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) |
Oct. 31, 2019 |
Oct. 31, 2018 |
---|---|---|
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | ||
Account receivable | $ 0 | $ 0 |
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MATERIAL EVENTS |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
MATERIAL EVENTS | |
NOTE H - MATERIAL EVENTS | In October 2007, prior management of the Company discontinued filing reports required under the Exchange Act, at which time current management considers the prior business of the Company to have been abandoned. In February 2009, the Company filed a Form 15 with the SEC terminating the registration of its class of common stock under Section 12(g) of the Exchange Act and its duty to file periodic and other reports with the SEC. Current management assumed control of the Company in November 2018. This Registration Statement is being filed to register the Company’s class of common stock under Section 12 of the Exchange Act on a voluntary basis. On November 29, 2018, the Eight Judicial District Court of Nevada entered an order appointing Bryan Glass as custodian of the Company, authorizing and directing him to, among other things, take any action reasonable, prudent and for the benefit of the Company, including reinstating the Company under Nevada law, appointing officers and convening an annual meeting of stockholders (the “Order”). On November 30, 2018, Bryan Glass, as custodian, appointed himself to serve as an interim director of the Company until the next meeting of stockholders, as permitted by the Order. Also, on November 30, 2018, the board of directors and the custodian appointed Bryan Glass as our President, Secretary and Treasurer and authorized the issuance of 12,000,000 shares of stock to Mr. Glass for an aggregate price of $120. On December 6, 2018, the Company filed a Certificate of Reinstatement with the state of Nevada to reestablish the Company’s existence. On January 16, 2019, the Company held a stockholders meeting at which Mr. Glass was elected as the sole director of the Company. As of the date of this Registration Statement, Mr. Glass serves as our only director and officer. |
SEGMENT REPORTING |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
SEGMENT REPORTING | |
NOTE D - SEGMENT REPORTING | The Company follows the guidance set forth by section 280-10 of the FASB Accounting Standards Codification for reporting and disclosure on operating segments of the Company. It also requires segment disclosures about products and services, geographic areas, and major customers. The Company determined that it did not have any separately reportable operating segments as of October 31, 2019 and 2018. |
BUSINESS ACTIVITY (Details Narrative) |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
BUSINESS ACTIVITY | |
State of incorporation | Nevada |
Date of incorporation | Feb. 02, 2001 |
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT (Details Narrative) |
Jan. 31, 2017
USD ($)
|
---|---|
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | |
Write-off the Related Party Loans, Accrued Interest and Other Payables | $ 823,160 |
Statements of Operations (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | ||
---|---|---|---|---|
Oct. 31, 2019 |
Oct. 31, 2018 |
Oct. 31, 2019 |
Oct. 31, 2018 |
|
Statements of Operations (Unaudited) | ||||
Sales | ||||
Total Revenue | ||||
EXPENSES: | ||||
Selling, General and Administrative | ||||
Professional Fees | 619 | 7,438 | ||
Total Expense | 619 | 7,438 | ||
Loss from operations | (619) | (7,438) | ||
OTHER INCOME/(EXPENSES): | ||||
Interest Expense | ||||
Total Other Net Income/(Expense) | ||||
Loss Before Income tax | (619) | (7,438) | ||
Provision for Income Taxes | ||||
Net Income/(Loss) | $ (619) | $ (7,438) | ||
Weighted average common shares outstanding, basic and fully diluted | 12,508,011 | 508,011 | 12,508,011 | 508,011 |
Basic and fully diluted net loss per common share: | ||||
Net Income/(Loss) | $ (0.00) |
GOING CONCERN |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
GOING CONCERN | |
NOTE B - GOING CONCERN | The accompanying financial statements have been prepared on a going concern basis, which assumes the Company will realize its assets and discharge its liabilities in the normal course of business. As reflected in the accompanying financial statements, the Company has a deficit accumulated of $2,670,597 and cash used in operations of $7,438 at October 31, 2019. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. These circumstances raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments that might arise because of this uncertainty. To address these aforementioned, management has undertaken the following initiatives: 1) enter into discussions to secure additional equity funding from current or new shareholders; 2) undertake a program to continue to monitor the Company’s ongoing working capital requirements and minimum expenditure commitments; 3) continue their focus on maintaining an appropriate level of corporate overhead in line with the Company’s available cash resources. |
EQUITY (Details Narrative) - USD ($) |
9 Months Ended | ||
---|---|---|---|
Oct. 31, 2019 |
Jan. 31, 2019 |
Nov. 30, 2018 |
|
Common stock, shares par value | $ 0.00001 | $ 0.00001 | |
Common stock, shares authorized | 950,000,000 | 950,000,000 | |
Common stock, shares issued | 12,508,011 | 12,508,011 | |
Common stock, shares outstanding | 12,508,011 | 12,508,011 | |
Common stock value | $ 125 | $ 125 | |
Mr. Glass [Member] | |||
Common stock, shares issued | 12,000,000 | ||
Capital Contributions by majority shareholder | $ 17,438 | ||
Common stock value | $ 120 |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
9 Months Ended | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|
Oct. 31, 2019 | |||||||||||
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | |||||||||||
NOTE C - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | Basis of Presentation- The financial statements included herein were prepared under Generally Accepted Accounting Principles (GAAP). All adjustments have been made which in the opinion of management are necessary for presentation. Cash and Cash Equivalents - For purposes of the Statement of Cash Flows, the Company considers liquid investments with an original maturity of three months or less to be cash equivalents. Management’s Use of Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. The financial statements above reflect all of the costs of doing business. Emerging Growth Company Critical Accounting Policy Disclosure: We qualify as an “emerging growth company” under the 2012 JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. As an emerging growth company, we can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. (See ASU 2014-09) Revenue Recognition- On May 28, 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No.2014-09, Revenue from Contracts with Customers, Topic 606 (“ASC 606”), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The new revenue standard replaces most existing revenue recognition guidance in GAAP and permits the use of either the full retrospective or modified retrospective transition method. The Company adopted this standard using the modified basis effective January 1, 2019 and given the Company’s limited revenue, the modified retrospective basis has no material impact on prior years given the limited revenue. Comprehensive Income (Loss) - The Company reports Comprehensive income and its components following guidance set forth by section 220-10 of the FASB Accounting Standards Codification which establishes standards for the reporting and display of comprehensive income and its components in the financial statements. There were no items of comprehensive income (loss) applicable to the Company during the period covered in the financial statements. Net Income per Common Share - Net loss per common share is computed pursuant to section 260-10-45 of the FASB Accounting Standards Codification. Basic net loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share is computed by dividing net loss by the weighted average number of shares of common stock and potentially outstanding shares of common stock during each period. There were no potentially dilutive shares outstanding as of October 31, 2019 and 2018. Deferred Taxes - The Company accounts for income taxes under Section 740-10-30 of the FASB Accounting Standards Codification. Deferred income tax assets and liabilities are determined based upon differences between the financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance to the extent management concludes it is more likely than not that the assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in the statements of operations in the period that includes the enactment date. Fair Value of Financial Instruments - The carrying amounts reported in the balance sheet for cash, accounts receivable and payable approximate fair value based on the short-term maturity of these instruments. Accounts Receivable - Accounts deemed uncollectible are written off in the year they become uncollectible. As of October 31, 2019, and 2018, the balance in Accounts Receivable was $0 and $0, respectively. Impairment of Long-Lived Assets - The Company evaluates the recoverability of its fixed assets and other assets in accordance with section 360-10-15 of the FASB Accounting Standards Codification for disclosures about Impairment or Disposal of Long-Lived Assets. Disclosure requires recognition of impairment of long-lived assets in the event the net book value of such assets exceeds its expected cash flows. If so, it is considered to be impaired and is written down to fair value, which is determined based on either discounted future cash flows or appraised values. The Company adopted the statement on inception. No impairments of these types of assets were recognized during the quarters ended October 31, 2019 and 2018. Stock-Based Compensation - The Company accounts for stock-based compensation using the fair value method following the guidance set forth in section 718-10 of the FASB Accounting Standards Codification for disclosure about Stock-Based Compensation. This section requires a public entity to measure the cost of employee services received in exchange for an award of equity instruments based on the grant-date fair value of the award (with limited exceptions). That cost will be recognized over the period during which an employee is required to provide service in exchange for the award- the requisite service period (usually the vesting period). No compensation cost is recognized for equity instruments for which employees do not render the requisite service. Fair Value for Financial Assets and Financial Liabilities - The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:
The carrying amounts of the Company’s financial assets and liabilities, such as cash and accrued expenses, approximate their fair values because of the short maturity of these instruments. The Company’s note payable approximates the fair value of such instrument based upon management’s best estimate of interest rates that would be available to the Company for similar financial arrangement at October 31, 2019 and 2018. The Company does not have any assets or liabilities measured at fair value on a recurring or a non-recurring basis, consequently, the Company did not have any fair value adjustments for assets and liabilities measured at fair value at October 31, 2019, nor gains or losses are reported in the statement of operations that are attributable to the change in unrealized gains or losses relating to those assets and liabilities still held at the reporting date for the periods ended October 31, 2019 and 2018. Recently Issued Accounting Pronouncements In June 2018, the FASB issued ASU No. 2018-07 “Compensation - Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” These amendments expand the scope of Topic 718, Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity - Equity-Based Payments to Non-Employees. The guidance is effective for public companies for fiscal years, and interim fiscal periods within those fiscal years, beginning after December 15, 2018. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is assessing ASU 2018-07 and does not expect it to have a material impact on our accounting and disclosures. January 2019, the FASB issued ASU 2016-02, Leases (Topic 842) – ASU 2016-02 requires that a lessee recognize the assets and liabilities that arise from operating leases. A lessee should recognize, in the statement of financial position, a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying asset for the lease term. For leases with a term of twelve months or less, a lessee is permitted to make an accounting policy election by class of underlying asset not to recognize lease assets and lease liabilities. In transition, lessees and lessors are required to recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years (i.e. January 1, 2019, for a calendar year entity). Early application is permitted for all public business entities and all non-public business entities upon issuance. The adoption of this standard did not have a material impact on the Company’s financial position and results of operations. Other pronouncements issued by the FASB or other authoritative accounting standards groups with future effective dates are either not applicable or are not expected to be significant to the Company’s financial position, results of operations or cash flows. |
Statements of Cash Flows (Unaudited) - USD ($) |
3 Months Ended | 9 Months Ended | |
---|---|---|---|
Oct. 31, 2019 |
Oct. 31, 2019 |
Oct. 31, 2018 |
|
CASH FLOWS FROM OPERATING ACTIVITIES | |||
Net loss | $ (619) | $ (7,438) | |
Changes in Assets and Liabilities: | |||
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | (7,438) | ||
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES | |||
FINANCING ACTIVITIES | |||
Capital Contributions | 7,438 | ||
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES | 7,438 | ||
NET INCREASE(DECREASE) IN CASH AND CASH EQUIVALENTS | |||
CASH AND CASH EQUIVALENTS, | |||
BEGINNING OF THE PERIOD | |||
END OF THE PERIOD | |||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||
CASH PAID DURING THE PERIOD FOR: | |||
Interest | |||
Taxes |
Document and Entity Information - shares |
9 Months Ended | |
---|---|---|
Oct. 31, 2019 |
Mar. 03, 2020 |
|
Document And Entity Information | ||
Entity Registrant Name | XLR MEDICAL CORP. | |
Entity Central Index Key | 0001138608 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Current Fiscal Year End Date | --01-31 | |
Entity Small Business | true | |
Entity Shell Company | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Period End Date | Oct. 31, 2019 | |
Entity Filer Category | Non-accelerated Filer | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2020 | |
Entity Common Stock Shares Outstanding | 12,508,011 | |
EntityFileNumber | 333-206764 | |
EntityAddressAddressLine1 | 20 West Park Avenue | |
EntityAddressAddressLine2 | Suite 207 | |
EntityAddressPostalZipCode | 11561 | |
EntityTaxIdentificationNumber | 880488851 | |
EntityAddressCityOrTown | Long Beach | |
LocalPhoneNumber | 4421883 | |
CityAreaCode | 516 | |
EntityAddressStateOrProvince | NEW YORK |
GOING CONCERN (Details Narrative) - USD ($) |
9 Months Ended | |||
---|---|---|---|---|
Oct. 31, 2019 |
Oct. 31, 2018 |
Jul. 31, 2019 |
Jan. 31, 2019 |
|
GOING CONCERN | ||||
Accumulated Deficit | $ (2,670,597) | $ (2,670,597) | $ (2,663,160) | |
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES | $ (7,438) |
SUBSEQUENT EVENTS |
9 Months Ended |
---|---|
Oct. 31, 2019 | |
SUBSEQUENT EVENTS | |
NOTE I - SUBSEQUENT EVENTS | The Company has confirmed that no subsequent events have occurred since October 31, 2019. |
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT |
9 Months Ended | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Oct. 31, 2019 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
NOTE E - WRITE-OFF OF PAYABLES, RELATED PARTY TRANSACTIONS AND ACCRUED INTEREST OCCURRING PRIOR TO THE COMPANY ABANDONMENT | The last debts incurred by the Company was in 2007, 12 years ago. No new loans have been identified since the last filing and since the new owner has acquired the Company. The new management of the Company takes the position that the statute of limitations with respect to the Related Party Loans has expired and the lenders are barred from pursuing a claim against us for repayment of the amount loaned. Nevada law relating to the statute of limitations is found in Chapter 11 of the Nevada Revised Statutes (“NRS”), titled “Limitations of Actions” (http://www.leg.state.nv.us/NRS/NRS-011.html#NRS011Sec190). NRS 11.010 titled “Commencement of civil actions” provides that “Civil actions can only be commenced within the periods prescribed in this chapter, after the cause of action shall have accrued, except where a different limitation is prescribed by statute.” Given the foregoing, all existing liabilities would be time barred by the statute of limitations:
Therefore, the Company made the decision to write-off the Related Party Loans, Accrued Interest and Other Payables totaling $823,160 as of January 31, 2017. The debts were written off against Additional Paid in Capital—per ASC Section 470-50-40. ASC Section 470-50-40 (Debt Modification and Extinguishments), considers Related Party Transactions to be capital transactions and the extinguishment of the debt is in effect a capital transaction and it is not a gain or loss recognition event and should be excluded from the determination of net income. |