UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[ X ] Quarterly Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the quarterly period ended October 31, 2006

[    ] Transition Report Under Section 13 Or 15(d) Of The Securities Exchange Act Of 1934

For the transition period ________ to ________

COMMISSION FILE NUMBER 000-50026

XLR MEDICAL CORP.
(Exact name of small business issuer as specified in its charter)

NEVADA 88-0488851
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

810 Peace Portal Drive, Suite 204
Blaine, WA 98230
(Address of principal executive offices)

(360) 201-0400
(Issuer's telephone number)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes [ X ] No [ ]

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 number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: As of December 11, 2006, the Issuer had 508,005 Shares of Common Stock outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [ X ]

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

2

XLR Medical Corp.
(A Development Stage Company)

  Index
   
Consolidated Balance Sheets F–1
   
Consolidated Statements of Operations F–2
   
Consolidated Statements of Cash Flows F–3
   
Notes to the Consolidated Financial Statements F–4

XLR Medical Corp.
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in U.S. dollars)

    October 31,     January 31,  
    2006     2006  
  $    $   
    (unaudited)        
ASSETS            
Current Assets            
 Cash   934     5,283  
Total Assets   934     5,283  
             
LIABILITIES AND STOCKHOLDERS’ DEFICIT            
Current Liabilities            
 Accounts payable   79,060     66,424  
 Accrued liabilities   16,798     12,986  
 Due to related parties (Note 3(a))   233,681     185,060  
 Loans payable (Note 4)   387,000     366,000  
Total Liabilities   716,539     630,470  
Contingencies (Note 1)            
Stockholders’ Deficit            
Common Stock (Note 5)            
 Authorized: 2,000,000 shares, par value of $0.00001;            
 Issued and outstanding: 508,005 shares   5     5  
Additional Paid-in Capital   1,833,129     1,833,129  
Common Stock Subscribed   –     6,000  
Deficit Accumulated During the Development Stage   (2,548,739 )   (2,464,321 )
Total Stockholders’ Deficit   (715,605 )   (625,187 )
Total Liabilities and Stockholders’ Deficit   934     5,283  

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements
F-1

XLR Medical Corp.
(A Development Stage Company)
Consolidated Statements of Operations
(Expressed in U.S. dollars)
(Unaudited)

    Accumulated from                          
    December 21,                          
    2000 (Date of   For the Three     For the Three     For the Nine     For the Nine  
    Inception)     Months Ended      Months Ended     Months Ended     Months Ended  
    to October 31,     October 31,     October 31,     October 31,     October 31,  
    2006     2006     2005     2006     2005  
  $     $   $   $   $  
                               
Revenue   –     –     –     –     –  
                               
                               
Expenses                              
                               
   Consulting and management fees (Note 3)   1,019,167     15,000     15,000     45,000     81,000  
   General and administrative   806,241     8,627     7,413     33,006     89,069  
                               
Total Expenses   1,825,408     23,627     22,413     78,006     170,069  
                               
Loss Before Other Items   (1,825,408 )   (23,627 )   (22,413 )   (78,006 )   (170,069 )
                               
Other Income (Expense)                              
   Gain on settlements of debt   1,037,978     –     326,541     –     326,541  
   Impairment losses on investments   (1,528,568 )   –     –     –     (120,000 )
   Interest expense   (232,741 )   (2,137 )   (11,542 )   (6,412 )   (55,056 )
                               
Net Loss for the Period   (2,548,739 )   (25,764 )   292,586     (84,418 )   (18,584 )
                               
                               
Net Loss Per Share – Basic and Diluted         (0.05 )   0.56     (0.17 )   (0.04 )
                               
                               
Weighted Average Shares Outstanding (Note 5)         508,000     522,000     508,000     522,000  

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements
F-2

XLR Medical Corp.
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in U.S. dollars)
(Unaudited)

    For the Nine     For the Nine  
    Months Ended     Months Ended  
    October 31,     October 31,  
    2006     2005  
  $   $  
Operating Activities            
   Net loss   (84,418 )   (18,584 )
    Adjustments to reconcile net loss to net cash used in operating activities:            
        Gain on settlements of debt   –     (326,541 )
        Impairment losses on investments   –     120,000  
   Changes in operating assets and liabilities:            
        Accounts payable and accrued liabilities   16,448     71,768  
        Due to related parties   45,021     79,964  
Net Cash Used in Operating Activities   (22,949 )   (73,393 )
Financing Activities            
        Proceeds from loans payable   15,000     50,000  
        Advances from related parties   3,600     –  
Net Cash Provided by Financing Activities   18,600     50,000  
Decrease in Cash   (4,349 )   (23,393 )
Cash – Beginning of Period   5,283     24,923  
Cash – End of Period   934     1,530  
             
Non-cash Investing and Financing Activities            
     Shares issued as finder’s fee   –     120,000  
     Shares issued to settle debt   –     3,000  
Supplemental Disclosures            
     Interest paid   –     –  
     Income taxes paid   –     –  

The Accompanying Notes are an Integral Part of these Consolidated Financial Statements
F-3

XLR Medical Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)

1.

Nature of Operations and Continuance of Business

     

The Company was incorporated under the name Relay Mines Limited (“Relay”) in the State of Nevada on February 2, 2001. Pursuant to an Agreement and Plan of Merger dated August 12, 2004 and an Agreement and Plan of Merger dated September 13, 2004 (the “Merger”), Relay acquired and merged with, by way of reverse merger, TSI Medical Corp., a Nevada corporation (“TSI”). The Merger of TSI by Relay was considered a recapitalization of TSI whereby TSI was considered the acquirer for accounting and financial reporting purposes. The consolidated financial statements include the accounts of Relay since the reverse merger (September 13, 2004) and the historical accounts of TSI since the date of its inception, December 21, 2000. All significant intercompany balances and transactions are eliminated on consolidation. Relay changed its name to XLR Medical Corp. (the “Company” or “TSI” for transactions entered into prior to the Merger) and changed its trading symbol to XLRC.

     

TSI was involved in a joint venture with Exelar Corporation (“Exelar”) for the purpose of developing a patented technology that utilizes small superconducting magnets to focus and control dosages of therapeutic radiation for the treatment of cancerous tumours (the “Technology”). Under a Technology Acquisition and Funding Agreement dated March 22, 2004 with Exelar Corporation (the “Exelar Agreement”), Exelar transferred the Technology to its wholly- owned subsidiary, Exelar Medical Corporation (“EMC”), and TSI agreed to provide funding to EMC in exchange for rights to acquire up to a 60% interest in EMC.

     

The Company received a letter dated September 2, 2005 from the inventor of the Technology indicating that he was exercising his right to reclaim the Technology and related assets due to the fact that Exelar and EMC have defaulted on their obligations to him under the Technology Transfer Agreement (which is part of the Exelar Agreement). As a result, the Company is now reorganizing to pursue other business opportunities.

     

The Company is a development stage company as defined by Statement of Financial Accountings Standards (“SFAS”) No. 7 “ Accounting and Reporting by Development Stage Enterprises ”. The Company is presently in its developmental stage and currently has no sources of revenue to provide incoming cash flows to sustain future operations. As at October 31, 2006, the Company has a working capital deficit of $715,605 and has incurred losses of $2,548,739 since inception. The ability of the Company to emerge from the development stage with respect to any planned principal business activity is dependent upon its successful efforts to secure other business opportunities, raise additional equity financing and then generate significant revenues. Management has plans to seek additional capital through equity and/or debt offerings. There is no guarantee that the Company will be able to complete any of the above objectives. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.

     
2.

Summary of Significant Accounting Principles

     
a)

Basis of Presentation

     

These consolidated financial statements are prepared in conformity with accounting principles generally accepted in the United States and are presented in U.S. dollars. The Company’s fiscal year end is January 31.

     
b)

Use of Estimates

     

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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.

     
c)

Cash and Cash Equivalents

     

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.

     
d)

Long-lived Assets

     

In accordance with the Financial Accounting Standards Board (“FASB”) SFAS No. 144, “ Accounting for the Impairment or Disposal of Long-Lived Assets ”, the carrying value of intangible assets and other long-lived assets is reviewed on a regular basis for the existence of facts or circumstances that may suggest impairment. The Company recognizes impairment when the sum of the expected undiscounted future cash flows is less than the carrying amount of the asset. Impairment losses, if any, are measured as the excess of the carrying amount of the asset over its estimated fair value.

F-4

XLR Medical Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)

2.

Summary of Significant Accounting Principles (continued)

     
e)

Foreign Currency Translation

     

The Company’s functional and reporting currency is the United States dollar. Foreign currency transactions are primarily undertaken in Canadian dollars and are translated into United States dollars using exchange rates at the date of the transaction. Monetary assets and liabilities denominated in foreign currencies are re-measured at each balance sheet date at the exchange rate prevailing at the balance sheet date. Foreign currency exchange gains and losses are charged to operations. The Company has not, to the date of these financials statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

     
f)

Basic and Diluted Net Income (Loss) Per Share

     

The Company computes net income (loss) per share in accordance with SFAS No. 128, " Earnings per Share ". SFAS No. 128 requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing net income (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

     
g)

Financial Instruments

     

The fair values of financial instruments, which include cash, accounts payable, accrued liabilities, due to related parties and loans payable were estimated to approximate their carrying values due to the immediate or short- term maturity of these financial instruments. The Company’s operations are in Canada which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

     
h)

Comprehensive Loss

     

SFAS No. 130, “ Reporting Comprehensive Income ”, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at October 31, 2006 and 2005, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

     
i)

Stock-based Compensation

     

Prior to February 1, 2006, the Company accounted for stock-based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” using the intrinsic value method of accounting, under which compensation expense was only recognized if the exercise price of the Company’s employee stock options was less than the market price of the underlying common stock on the date of grant. Effective February 1, 2006, the Company adopted the fair value recognition provisions of SFAS No. 123R “Share Based Payments”, using the modified prospective transition method. Under that transition method, compensation cost is recognized for all share-based payments granted prior to, but not yet vested as of February 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of SFAS No. 123, and compensation cost for all share-based payments granted subsequent to February 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R. Results for prior periods have not been restated. There was no effect on the Company’s reported loss from operations, cash flows or loss per share as a result of adopting SFAS No. 123R.

     

All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Equity instruments issued to employees and the cost of the services received as consideration are measured and recognized based on the fair value of the equity instruments issued.

F-5

XLR Medical Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)

2.

Summary of Significant Accounting Principles (continued)

     
i)

Stock-based Compensation (continued)

     

The following table illustrates the effect on net loss per share as if the fair value method had been applied to all employee outstanding and vested awards in each quarter.


      Three Months Ended     Nine Months Ended  
      October 31,     October 31,  
      2005     2005  
    $   $  
               
               
  Net income (loss) — as reported   292,586     (18,584 )
  Add: Stock-based compensation expense included in net            
       loss — as reported   –     –  
  Deduct: Stock-based compensation expense            
       determined under fair value method   –     (402,534 )
               
  Net income (loss) — pro forma   292,586     (421,118 )
               
  Net income (loss) per share (basic and diluted) — as            
       reported   0.56     (0.04 )
  Net income (loss) per share (basic and diluted) — pro forma   0.56     (0.81 )

For the period ended October 31, 2005, the fair value of options granted during the period was estimated at the dated of grant using the Black-Scholes option pricing model using the following weighted average assumptions:

      Three Months Ended     Nine Months Ended  
      October 31,     October 31,  
      2005     2005  
               
  Risk free interest rate   –     3.81%  
  Expected volatility   –     152%  
  Expected option life   –     3 years  
  Weighted average fair value of options   –   $28.75  

Had the Company determined compensation cost based on the fair value at the date of grant for its employee stock options, the net loss would have increased by $402,534 for the nine months ended October 31, 2005.

  j)

Income Taxes

     
 

Potential benefits of income tax losses are not recognized in the accounts until realization is more likely than not. The Company has adopted SFAS No. 109 “ Accounting for Income Taxes ” as of the Company’s inception. Pursuant to SFAS No. 109, the Company is required to compute tax asset benefits for net operating losses carried forward. The potential benefits of net operating losses has not been recognized in these financial statements because the Company cannot be assured that it is more likely than not that it will be able to utilize the net operating losses carried forward in future years.

     
  k)

Interim Financial Statements

     
 

These interim unaudited consolidated financial statements have been prepared on the same basis as the annual financial statements and in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s financial position, results of operations and cash flows for the periods shown. The results of operations for such periods are not necessarily indicative of the results expected for a full year or for any future period.

F-6

XLR Medical Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)

2.

Summary of Significant Accounting Principles (continued)

       
l)

Recent Accounting Pronouncements

       

In September 2006, the FASB issued SFAS No. 158, “ Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans – an amendment of FASB Statements No. 87, 88, 106, and 132(R) ”. This statement requires employers to recognize the over-funded or under-funded status of a defined benefit postretirement plan (other than a multiemployer plan) as an asset or liability in its statement of financial position and to recognize changes in that funded status in the year in which the changes occur through comprehensive income of a business entity or changes in unrestricted net assets of a not-for-profit organization. This statement also requires an employer to measure the funded status of a plan as of the date of its year-end statement of financial position, with limited exceptions. The provisions of SFAS No. 158 are effective for employers with publicly traded equity securities as of the end of the fiscal year ending after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

       

In September 2006, the FASB issued SFAS No. 157, “ Fair Value Measurements ”. The objective of SFAS No.157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No.157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

       

In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on derecognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

       

In March 2006, the FASB issued SFAS No. 156, " Accounting for Servicing of Financial Assets, an amendment of FASB Statement No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities ". This statement requires all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits for subsequent measurement using either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of Statement No. 140. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. SFAS No. 156 is effective for an entity's first fiscal year beginning after September 15, 2006. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

       

In February 2006, the FASB issued SFAS No. 155, " Accounting for Certain Hybrid Financial Instruments-an amendment of FASB Statements No. 133 and 140 ", to simplify and make more consistent the accounting for certain financial instruments. SFAS No. 155 amends SFAS No. 133, " Accounting for Derivative Instruments and Hedging Activities ", to permit fair value re-measurement for any hybrid financial instrument with an embedded derivative that otherwise would require bifurcation, provided that the whole instrument is accounted for on a fair value basis. SFAS No. 155 amends SFAS No. 140, " Accounting for the Impairment or Disposal of Long-Lived Assets ", to allow a qualifying special-purpose entity to hold a derivative financial instrument that pertains to a beneficial interest other than another derivative financial instrument. SFAS No. 155 applies to all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006, with earlier application allowed. The adoption of this statement is not expected to have a material effect on the Company's future reported financial position or results of operations.

F-7

XLR Medical Corp.
(A Development Stage Company)
Notes to the Consolidated Financial Statements
(Expressed in U.S. dollars)
(Unaudited)

3.

Related Party Transactions

     
a)

Current and former officers and directors of the Company are owed a total of $233,681 (January 31, 2006 - $185,060) for expenses paid on behalf of the Company or for services performed for the Company. These amounts are non-interest bearing, unsecured and due on demand.

     
b)

The Company incurred management fees of $Nil (2005 - $30,000) to the former President and CEO of the Company during the nine months ended October 31, 2006.

     
c)

The Company incurred management fees of $Nil (2005 - $6,000) to the former Vice-President of the Company during the nine months ended October 31, 2006.

     
d)

The Company incurred management fees of $45,000 (2005 - $45,000) to the President and CFO of the Company during the nine months ended October 31, 2006.

     
4.

Loans Payable

     
a)

In fiscal 2005, an individual loaned the Company $25,000. This amount is non-interest bearing, unsecured and due on demand.

     
b)

On July 27, 2004, Relay received a loan from Aton Select Fund Ltd. in the amount of $100,000, which is non- interest bearing, unsecured and due on demand. On April 21, 2005, the Company received a loan from Aton Select Fund Ltd. in the amount of $50,000, which is non-interest bearing, unsecured and due on demand.

     
c)

On October 19, 2004, the Company received a loan from Carnavon Trust Reg. in the amount of $71,000 which is interest bearing at 5% per annum, unsecured and due on demand. The former President of the Company is a director of Carnavon Trust Reg.

     
d)

On December 20, 2004, the Company received a loan from Clarion Finanz AG in the amount of $100,000, which is interest bearing at 5% per annum, unsecured and due on demand. The former President of the Company is a director of Clarion Finanz AG.

     
e)

In fiscal 2006, the Company received cash advances totalling $20,000 from Corporate Resource Group. During the nine month period ending October 31, 2006, the Company received cash advances of $15,000 from Corporate Resource Group. The advances are non-interest bearing, unsecured and due on demand.

     
f)

On July 31, 2006, the Company reclassified common stock subscriptions received of $6,000 from an investor, from equity to a liability, as the Company intends to repay the amounts received. These funds were received in September 2004. This amount is non-interest bearing, unsecured and due on demand.

     
5.

Common Stock

     

On December 11, 2006, the Company completed a reverse stock split on the basis of one new share of common stock in exchange for every fifty old shares of common stock outstanding. All per share amounts have been retroactively restated to reflect the reverse stock split. The Company also reduced its authorized capital from 100,000,000 to 2,000,000 common shares.

F-8


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this Form 10-QSB constitute “forward-looking statements.” These statements, identified by words such as “plan,” “anticipate,” “believe,” “estimate,” “should,” “expect” and other similar expressions, include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under this Item 2 “Management’s Discussion and Analysis or Plan of Operation” and elsewhere in this Form 10-QSB. We do not intend to update the forward-looking information to reflect actual results or changes in the factors affecting such forward-looking information. We advise you to carefully review the reports and documents we file from time to time with the Securities and Exchange Commission (the “SEC”), particularly our Annual Reports on Form 10-KSB, our Quarterly Reports on Form 10-QSB and our Current Reports on Form 8-K.

As used in this Quarterly Report, the terms “we,” “us,” “our,” “Company” and “XLR” mean XLR Medical Corp. unless otherwise indicated. All dollar amounts in this Quarterly Report are in U.S. dollars unless otherwise stated.

INTRODUCTION

We were incorporated on February 2, 2001 under the laws of the State of Nevada. Effective September 13, 2004, we acquired all of the outstanding shares of TSI Medical Corp. (“TSI”) in order to pursue the business opportunities of developing a cancer treatment technology (the “Technology”) presented by TSI’s interest in Exelar Medical Corporation (“EMC”), a joint venture established by TSI and Exelar Corporation (“Exelar”). We entered into the Technology Acquisition and Funding Agreement with Exelar and EMC (the “Funding Agreement”), pursuant to which we had the right to acquire up to a 51% interest in EMC by providing scheduled financing payments totaling $4,750,000. Due to our inability to obtain additional financing, we were not able to make the required financing payments to EMC.

Effective September 2, 2005, EMC defaulted on its obligations under its Technology Transfer Agreement with the inventor of the Technology (the “Inventor”), and the Inventor reclaimed the Technology from EMC. The failure by EMC to meet its obligations to the Inventor under the Technology Transfer Agreement was a result of our inability to meet our funding obligations under the Funding Agreement. As such, we no longer have an interest in the Technology. We are currently in the process of reorganizing our business and are seeking other business opportunities.

Recent Corporate Developments

The following significant corporate developments have occurred since the end of our fiscal quarter ended July 31, 2006:

(1)

On December 11, 2006, Dr. Douglas P. Boyd resigned as a member of our Board of Directors and as Chairman of the Board. Dr. Boyd’s resignation was not due to any disagreements with any of our operations, policies or practices. Logan Anderson is our sole director.

3


(2)

On December 11, 2006, we effected a 1-for-50 reverse split of our common stock. As a result, our authorized capital was decreased from 100,000,000 shares of common stock, par value $0.00001 per share, of which 25,399,880 shares were issued and outstanding, to 2,000,000 shares of common stock, par value $0.00001 per share, of which 508,005 shares are issued and outstanding. In connection with the reverse split, effective as of December 11, 2006, our trading symbol on the OTB Bulletin Board was changed from “XLRC” to “XLRM.”

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the nine months ended October 31, 2006 and changes in our financial condition from January 31, 2006. This discussion should be read in conjunction with the Management’s Discussion and Analysis or Plan of Operation included in our Annual Report on Form 10-KSB for the year ended January 31, 2006.

PLAN OF OPERATION

Currently, we have no business and have not identified any alternative business opportunities. During the next twelve months, we intend to conduct a review of our current operating structure and to seek out and evaluate alternative business opportunities. As a result of the reorganization of our business, we are unable to provide an estimate of our exact financial needs for the next twelve months. However, as at October 31, 2006, we had cash in the amount of $934 and a working capital deficit of $715,605. As such, we will require substantial additional financing in the near future in order to meet our current obligations as they become due. In addition, in the event that we are successful in identifying suitable alternative business opportunities, we anticipate that our financing needs will increase significantly.

Currently, we do not have any financing arrangements in place and there are no assurances that we will be able to obtain sufficient financing on terms acceptable to us, if at all.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

    Third Quarter Ended October 31     Nine Months Ended October 31  
                Percentage                 Percentage  
                Increase /                 Increase /  
    2006     2005     (Decrease)     2006     2005     (Decrease)  
Revenue    $--     $ --     n/a     $ --     $ --     n/a  
Expenses   (23,627 )   (22,413 )   5.4%     (78,006 )   (170,069 )   (54.1 )%
Gain on Settlements of Debt   --     326,541     (100 )%   --     326,541     (100 )%
Impairment Losses on Investments   --     --     n/a     --     (120,000 )   (100 )%
Interest Expense   (2,137 )   (11,542 )   (81.5 )%   (6,412 )   (55,056 )   (88.3 )%
Net Income (Loss)   $(25,764 )   $292,586     (108.8 )%   $(84,418 )   $(18,584 )   354.3 %

4

Revenues

We have not earned any revenues to date and we do not anticipate earning revenues in the near future. We are a development stage company and presently have only nominal operations and assets.

Expenses

The major components of our expenses for the quarter are outlined in the table below:

    Third Quarter Ended October 31     Nine Months Ended October 31  
                Percentage                 Percentage  
    2006     2005     Increase /     2006     2005     Increase /  
                (Decrease)                 (Decrease)  
Consulting and Management Fees $
15,000
  $
15,000
 
n/a
  $
45,000
  $
81,000
    (44.4
)%
                                     
General and Administrative   8,627     7,413     16.4%     33,006     89,069     (62.9 )%
                                     
Total Operating Expenses $ 23,627   $ 22,413     5.4%   $ 78,006   $ 170,069     (54.1 )%

The additional management fees paid during the nine month period ended October 31, 2005 were paid to two former directors and officers who are no longer with the Company. General and Administrative expenses for the nine month period ended October 31, 2006 decreased compared to the same period ended 2006 as a result of the fact that we are no longer pursuing the funding and development of the Technology.

Impairment Loss on Investments

In March, 2005 we issued 300,000 shares of our common stock in payment of a commitment made by the former management of TSI to Imaging Technology Ventures Inc. (“ITV”) for introducing to the business opportunities presented by the Technology. These shares were issued at fair value of $0.40 per share, the closing price for our common stock as of the date of issuance. The amount was added to the cost of our investment in EMC; however, an impairment charge of $120,000 was recorded in order to reflect the uncertain value of our investment in EMC. In the third quarter ended October 31, 2006, no loss on investments was recorded.

LIQUIDITY AND FINANCIAL CONDITION

Working Capital                  
                Percentage  
    At October 31, 2006     At January 31, 2006     Increase / (Decrease)  
Current Assets $ 934   $ 5,283     (82.3)%  
Current Liabilities   (716,539 )   (630,470 )   13.7%  
Working Capital (Deficit) $ (715,605 ) $ (625,187 )   14.5%  

5


Cash Flows            
    Nine Months ended October 31  
    2006     2005  
Cash Flows Used In Operating Activities $ (22,949 ) $ (73,393 )
Cash Flows From (Used In) Investing Activities   Nil     Nil  
Cash Flows From Financing Activities $ 18,600     50,000  
Net Increase (Decrease) In Cash During Period $ (4,349 ) $ (23,393 )

As at October 31, 2006, we had cash on hand of $934. Our working capital deficit increased as a result of the fact that we had no revenues or significant sources of financing during the period ended October 31, 2006.

We are a development stage company and we currently have no sources of revenue to provide incoming cash flows with which to sustain future operations. Our ability to emerge from the development stage is dependent on our ability to identify suitable business opportunities, raise additional financing and generate future revenues, of which there are no assurances. As such, there exists a substantial doubt as to our ability to continue as a going concern.

OFF-BALANCE SHEET ARRANGEMENTS

We have no significant off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with United States generally accepted accounting principles requires our management to make estimates and assumptions that affect the reported amount 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. Our management routinely makes judgments and estimates about the effects of matters that are inherently uncertain.

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operation:

Stock-Based Compensation

Prior to February 1, 2006, we accounted for stock-based awards under the recognition and measurement provisions of Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees ” using the intrinsic value method of accounting, under which compensation expense was only recognized if the exercise price of our employee stock options was less than the market price of the underlying common stock on the date of grant. Effective February 1, 2006, we adopted the fair value recognition provisions of SFAS No. 123R “Share Based Payments,” using the modified prospective transition method. Under that transition method, compensation cost is recognized for all share-based payments granted prior to, but not yet vested as of February 1, 2006, based on the grant date fair value estimated in accordance with the original provisions of

6

SFAS No. 123, and compensation cost for all share-based payments granted subsequent to February 1, 2006, based on the grant-date fair value estimated in accordance with the provisions of SFAS No. 123R. Results for prior periods have not been restated. There was no effect on our reported loss from operations, cash flows or loss per share as a result of adopting SFAS No. 123R.

RISKS AND UNCERTAINTIES

We Do Not Have Any Business Operations Or Any Significant Assets. We Have Not Identified Any Alternative Business Opportunities. Our Plan Of Operation For The Next Twelve Months Will Consist Solely Of Seeking Suitable Business Opportunities.

During the fiscal year ended January 31, 2006, the Inventor reclaimed his right to the Technology. As such, we are unable to proceed with our business plan as previously described in our Annual Report for the year ended January 31, 2005. We are in the process of reorganizing our business and are seeking alternative business opportunities. We have not yet identified any suitable business opportunities and there is no assurance that we will be able to do so in the future. Even if we are able to identify suitable business opportunities, there are no assurances that we will be able to acquire an interest in those opportunities or that we will have the resources to pursue such opportunities. As such, an investment in our shares at this time would be highly speculative.

We May Not Be Able To Obtain Additional Financing.

As at October 31, 2006, we had cash in the amount of $934 and a working capital deficit of $715,605. As such, we will require substantial additional financing in order to continue as a going concern.

Currently, we do not have a specific business plan, nor have we identified any suitable alternative business opportunities. As such, our ability to obtain additional financing may be substantially limited. If sufficient financing is not available or obtainable, we may not be able to continue as a going concern and investors may lose a substantial portion or all of their investment. We currently do not have any financing arrangements in place and there are no assurances that we will be able to acquire financing on acceptable terms or at all.

If We Are Late In Filing Any Of Our Annual Or Quarterly Reports During The Next Two Years, Our Common Stock May Become Ineligible For Quotation On The OTC Bulletin Board, Which Would Negatively Affect The Market For Our Shares And Our Ability To Obtain Additional Financing.

On November 16, 2005, the SEC approved certain changes to NASD Rule 6530. As amended, NASD Rule 6530 provides that OTC Bulletin Board (“OTCBB”) issuers who are late in filing their annual or quarterly reports three times within a 24-month period will be ineligible for quotation on the OTCBB. In order to regain eligibility under this rule, the issuer would need to timely file all of its annual and quarterly reports due in a one year period. The amended NASD Rule 6530 does not apply to annual or quarterly reports for periods ended before October 1, 2005.

From time to time, we have been late in filing our quarterly and annual reports. If we are late in filing our annual or quarterly reports three times within a 24-month period, we may become ineligible for quotation on the OTCBB, which would negatively affect the market for our common stock. In addition, if our common stock is no longer eligible for quotation on the OTCBB, it may become more difficult for us to obtain additional equity financing as shares of our common stock will be less attractive to potential investors.

7


ITEM 3. CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our management, including the Chief Executive Officer and Chief Financial Officer, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act rule 13a-15(b) as of the end of the period covered by this report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer has concluded that these disclosure controls and procedures are effective.

There were no changes in our internal control over financial reporting during the quarter ended October 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

8

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

Departure of Directors

On December 11, 2006, Dr. Douglas P. Boyd resigned as a member of our Board of Directors and as Chairman of the Board. Dr. Boyd’s resignation was not due to any disagreement with any of our operations, policies or practices. Logan Anderson is now our sole director.

Amendment to Articles of Incorporation

On December 11, 2006, we effected a 1-for-50 reverse split of our common stock. As a result our Articles of Incorporation were amended to reduce our authorized capital from 100,000,000 shares of common stock, par value $0.0001 per share, to 2,000,000 shares of common stock, par value $0.0001 per share. The number of shares of common stock outstanding was reduced correspondingly from 25,399,880 shares of common stock to 508,005 shares of common stock.

A copy of the Certificate of Change filed with the Nevada Secretary of State effecting the reverse stock split is attached as an exhibit to this report.

ITEM 6. EXHIBITS.

Exhibit  
Number Description of Exhibit
2.1 Agreement and Plan of Merger between Relay Mines Limited and TSI Med Acquisition Corp., dated as of September 13, 2004. (3)
   
3.1 Articles of Merger for Relay Mines Limited and TSI Med Acquisition Corp. (3)

9


Exhibit  
Number Description of Exhibit

3.2

Articles of Incorporation for Relay Mines Limited. (1)

   
3.3

Certificate of Change.

   
3.4

Bylaws, As Amended, for Relay Mines Limited. (3)

   
10.1

Technology Acquisition and Funding Agreement between TSI Medical Corp., Exelar Corporation and Exelar Medical Corporation dated for reference March 22, 2004. (3)

   
10.2

Notice of Default dated September 2, 2005 from Leonard Reiffel. (7)

   
10.3

Agreement and Plan of Merger between Carlo Civelli, Bruno Mosimann, TSI Medical Corp., Relay Mines Limited and TSI Med Acquisition Corp., dated effective as of August 12, 2004. (2)

   
10.4

Letter Agreement, dated October 13, 2004, between XLR Medical Corp., Exelar Corporation and Exelar Medical Corporation amending the terms of the Technology Acquisition and Funding Agreement dated March 22, 2004. (4)

   
10.5

Loan Agreement dated as of the 8th day of March, 2004 between 689158 B.C. Ltd. and The Charles F. White Corporation. (5)

   
10.6

Guarantee dated as of March 8, 2004 made by TSI Medical Corp. to and in favor of The Charles F. White Corporation. (5)

   
10.7

Forbearance and Amendment Agreement dated as of February 28, 2005 between 689158 B.C. Ltd., The Charles F. White Corporation and XLR Medical Corp. (5)

   
10.8

Notice of Disposition of Collateral from The Charles F. White Corporation. (7)

   
10.9

Non-Binding Letter of Intent dated March 16, 2005 from Avi Faliks. (6)


10.10

Debt Settlement Agreement between 689158 B.C. Ltd., The Charles F. White Corporation and XLR Medical Corp. dated December 8, 2005. (8)

   
10.11

Settlement and Transfer Agreement between XLR Medical Corp. and Peter A. Hogendoorn, dated December 13, 2005. (8)

   
31.1

Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

   
32.1

Certification of Chief Executive Officer and Chief Financial Officer as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.


(1)

Previously filed with the SEC as an exhibit to our registration statement on Form SB-2 originally filed on May 1, 2001, as amended.

(2)

Previously filed with the SEC on August 20, 2004 as an exhibit to our current report on Form 8-K.

(3)

Previously filed with the SEC on September 17, 2004 as an exhibit to our current report on Form 8-K.

10


(4)

Previously filed with the SEC on October 29, 2004 as an exhibit to our Annual Report on Form 10-KSB for the year ended June 30, 2004.

(5)

Previously filed with the SEC on March 3, 2005 as an exhibit to our current report on Form 8-K.

(6)

Previously filed with the SEC on March 22, 2005 as an exhibit to our current report on Form 8-K.

(7)

Previously filed with the SEC on September 23, 2005 as an exhibit to our Quarterly Report on Form 10- QSB for the six months ended July 31, 2005.

(8)

Previously filed with the SEC on December 13, 2005 as an exhibit to our current report on Form 8-K.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

  XLR MEDICAL CORP.
     
Date: December 14, 2006 By: /s/ Logan B. Anderson
    LOGAN B. ANDERSON
    Chief Executive Officer and Chief Financial Officer
    President, Secretary, Treasurer
    & Director
    (Principal Executive Officer and Principal
    Accounting Officer)

11

 

DEAN HELLER
Secretary of State
204 North Carson Street, Suite 1
Carson City, Nevada 89701-4299
(775) 684 5708
Website: secretaryofstate.biz

Certificate of Change Pursuant
to NRS 78.209 		 

Important: Read attached instructions before completing form.

 ABOVE SPACE IS FOR OFFICE USE ONLY

Certificate of Change filed Pursuant to NRS 78.209
For Nevada Profit Corporations

1. Name of corporation:

XLR MEDICAL CORP.

 

2. The board of directors have adopted a resolution pursuant to NRS 78.207 and have obtained any required approval of the stockholders.

3. The current number of authorized shares and the par value, if any, of each class or series, if any, of shares before the change:

One Hundred Million (100,000,000) Shares of Common Stock, at $0.00001 par value per share.

 

4. The number of authorized shares and the par value, if any, of each class or series, if any, of shares after the change:

Two Million (2,000,000) Shares of Common Stock, at $0.00001 par value per share.

 

5. The number of shares of each affected class or series, if any, to be issued after the change in exchange for each issued share of the same class or series:

One share of common stock will be issued after the change in exchange for every fifty (50) shares of common stock outstanding prior to the change.

 

6. The provisions, if any, for the issuance of fractional shares, or for the payment of money or the issuance of scrip to stockholders otherwise entitled to a fraction of a share and the percentage of outstanding shares affected thereby:

Fractional shares are to be rounded up to the next nearestnumber.whole

 


7. Effective date of filing (optional): December 11, 2006
  (must not be later than 90 days after the certificate is filed)
   
   
8. Officer Signature: / s/ Logan Anderson  President
  Signature Title

IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.
 
This form must be accompanied by appropriate fees. Nevada Secretary of State AM 78.209 2003
  Revised on: 10/24/03

  Reset  

CERTIFICATIONS

I, Logan B. Anderson, certify that;

(1)

I have reviewed this Quarterly Report on Form 10-QSB 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 small business issuer as of, and for, the periods presented in this report;

     
(4)

I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) for the small business issuer 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 small business issuer is made known to me by others within those entities, particularly during the period in which this report is being prepared;

     
b)

Evaluated the effectiveness of the small business issuer’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

     
c)

Disclosed in this report any change in the small business issuer's internal control over financial reporting that occurred during the small business issuer's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the small business issuer's internal control over financial reporting; and

     
(5)

I have disclosed, based on my most recent evaluation of the internal control over financial reporting, to the small business issuer’s auditors and the audit committee of the small business issuer’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 small business issuer’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 small business issuer’s internal control over financial reporting.


Date: December 14, 2006
   
   
  /s/ Logan B. Anderson
   
By: LOGAN B. ANDERSON
Title: Chief Executive Officer
  and Chief Financial Officer

CERTIFICATION OF
CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 
   18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Logan B. Anderson, the Chief Executive Officer and Chief Financial Officer of XLR Medical Corp. (the “Company”), hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge:

  (i)

the Quarterly Report on Form 10-QSB of the Company, for the fiscal quarter ended October 31, 2006, and to which this certification is attached as Exhibit 32.1 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and

     
  (ii)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.


  By: /s/ Logan B. Anderson
  Name: LOGAN B. ANDERSON
  Title: Chief Executive Officer and Chief Financial Officer
   
  Date: December 14, 2006

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

This certification accompanies the Form 10-QSB to which it relates, is not deemed filed with the Securities and Exchange Commission and is not to be incorporated by reference into any filing of the Company under the Securities Act of 1933 or the Securities Exchange Act of 1934 (whether made before or after the date of the Form 10-QSB), irrespective of any general incorporation language contained in such filing.