Bloomios (BLMS) 10QSB 2007 Q1 Quarterly report (small business)

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 endedApril 30, 2006

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

For the transition period ________ to ________

COMMISSION FILE NUMBER000-50026

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 June 13, 2006, the Issuer had 25,399,880 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)

	April 30,		January 31,
	2006		2006
	$		$
	(Unaudited)
ASSETS
Current Assets
Cash	5,511		5,283
Total Assets	5,511		5,283
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	62,078		66,424
Accrued liabilities	17,623		12,986
Due to related parties (Note 3(a))	203,684		185,060
Loans payable (Note 4)	371,000		366,000
Total Liabilities	654,385		630,470
Contingencies and Commitments (Note 1)
Stockholders’ Deficit
Common Stock
Authorized: 100,000,000 shares, par value of $0.00001
Issued and outstanding: 25,399,880 shares	254		254
Additional Paid-in Capital	1,832,880		1,832,880
Common Stock Subscribed	6,000		6,000
Deficit Accumulated During the Development Stage	(2,488,008	)	(2,464,321	)
Total Stockholders’ Deficit	(648,874	)	(625,187	)
Total Liabilities and Stockholders’ Deficit	5,511		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 Inception)		For the Three Months Ended
	to April 30,		April 30,
	2006		2006		2005
	$		$		$
Revenue	–		–		–
Expenses
Consulting and management fees (Note 3)	989,167		15,000		33,000
General and administrative	779,784		6,549		45,026
Total Expenses	1,768,951		21,549		78,026
Loss Before Other Items	(1,768,951	)	(21,549	)	(78,026	)
Other Income (Expense)
Gain on settlements of debt	1,037,978		–		–
Impairment losses on investments	(1,528,568	)	–		(120,000	)
Interest expense	(228,467	)	(2,138	)	(21,396	)
Net Loss for the Period	(2,488,008	)	(23,687	)	(219,422	)
Net Loss Per Share – Basic and Diluted			–		(0.01	)
Weighted Average Shares Outstanding			25,400,000		26,000,000

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 Three
	Months Ended
	April 30,
	2006		2005
	$		$
Operating Activities
Net loss	(23,687	)	(219,422	)
Adjustment to reconcile net loss to net cash used in operating activities:
Impairment losses on investments	–		120,000
Changes in operating assets and liabilities:
Prepaid expenses	–		(454	)
Accounts payable and accrued liabilities	291		14,474
Due to related parties	15,024		28,919
Net Cash Used in Operating Activities	(8,372	)	(56,483	)
Investing Activities	–		–
Financing Activities
Proceeds from loans payable	5,000		50,000
Advances from related parties	3,600		–
Net Cash Provided by Financing Activities	8,600		50,000
Increase (Decrease) in Cash	228		(6,483	)
Cash – Beginning of Period	5,283		24,923
Cash – End of Period	5,511		18,440
Non-cash Investing and Financing Activities
Shares issued as finder’s fee	–		120,000
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 is 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. At April 30, 2006, the Company had a working capital deficit of $648,874 and has incurred losses of $2,488,008 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 cash, accounts payable, accrued liabilities, due to related parties, and loans payable approximate their fair values due to the relatively short maturity of these instruments.
	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 April 30, 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 retrospective transition method.
		Common stock issued to third parties for non-cash consideration are accounted for based on the fair market of the goods and services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

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 April 30,
	2005
	$
Net income (loss) — as reported	(219,422	)
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	(621,956	)
Net income (loss) per share (basic and diluted) — as reported	(0.01	)
Net income (loss) per share (basic and diluted) — pro forma	(0.02	)

For the period ended April 30, 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 April 30,
		2005
Risk free interest rate		3.81%
Expected volatility		152%
Expected option life		3 years
Weighted average fair value of options	$	0.58

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 three months ended April 30, 2005.

A summary of the Company’s stock option activity is as follows:

	Three Months Ended
	April 30, 2006
	Number of		Weighted Average
	Options		Exercise Price
Balance, Beginning of Period	1,125,000	$	0.62
Granted	–		–
Cancelled/Forfeited	–		–
Exercised	–		–
Balance, End of Period	1,125,000	$	0.62

As at April 30, 2006, the following options are outstanding:

	Outstanding and Exercisable
		Weighted Average
Exercise	Number of	Remaining Contractual		Weighted Average
Price	Shares	Life (years)		Exercise Price
$ 0.50-$ 0.70	1,125,000	3.0	$	0.62

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)
	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)	Recent Accounting Pronouncements
		In December 2004, the FASB issued SFAS No. 153, “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No. 29”. The guidance in APB Opinion No. 29, “Accounting for Nonmonetary Transactions”, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged. The guidance in that Opinion, however, included certain exceptions to that principle. SFAS No. 153 amends Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance. A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange. The provisions of SFAS No. 153 are effective for nonmonetary asset exchanges occurring in fiscal periods beginning after June 15, 2005. Early application is permitted and companies must apply the standard prospectively. The adoption of this standard did not have a material effect on the Company’s results of operations or financial position.
		In May 2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, “Accounting Changes and Error Corrections – A Replacement of APB Opinion No. 20 and SFAS No. 3”. SFAS 154 changes the requirements for the accounting for and reporting of a change in accounting principle and applies to all voluntary changes in accounting principle. It also applies to changes required by an accounting pronouncement in the unusual instance that the pronouncement does not include specific transition provisions. SFAS 154 requires retrospective application to prior periods’ financial statements of changes in accounting principle, unless it is impracticable to determine either the period-specific effects or the cumulative effect of the change. The provisions of SFAS No. 154 are effective for accounting changes and correction of errors made in fiscal years beginning after December 15, 2005. The adoption of this standard did not have a material effect on the Company’s results of operations or financial position.
		The FASB has also issued SFAS No. 155 “Accounting for Certain Hybrid Financial Instruments” and SFAS No. 156 “Accounting for Servicing of Financial Assets”, but they will not have any relationship to the operations of the Company. Therefore, a description and its impact for each on the Company’s operations and financial position have not been disclosed.
	l)	Interim Financial Statements
		These interim unaudited 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.
3.	Related Party Transactions
	a)	Current and former officers and directors of the Company are due a total of $203,684 (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 - $15,000) to the former President and CEO of the Company during the three months ended April 30, 2006.
	c)	The Company incurred management fees of $Nil (2005 - $3,000) to the former Vice-President of the Company during the three months ended April 30, 2006.
	d)	The Company incurred management fees of $15,000 (2005 - $15,000) to the President and CFO of the Company during the three months ended April 30, 2006.

F-7

XLR Medical Corp.

(A Development Stage Company)

Notes to the Consolidated Financial Statements

(Expressed in U.S. dollars)

(Unaudited)

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)	On fiscal 2006, the Company received cash advances totalling $20,000 from Corporate Resource Group. On April 28, 2006, the Company received a cash advance of $5,000 from Corporate Resource Group. The advances are non-interest bearing, unsecured and due on demand.

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 includes “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.

The following discussion and analysis summarizes our plan of operation for the next twelve months, our results of operations for the three months ended April 30, 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 April 30, 2006, we had cash in the amount of $5,511 and a working capital deficit of $648,874. As such, we will require substantial additional financing in the near future in order to meet our current obligations and to continue our operations. In addition, in the event that we are successful in identifying suitable alternative business opportunities, we anticipate that our financing needs will increase significantly.

3

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

First Quarter Summary

	First Quarter Ended April 30
			Percentage
	2006	2005	Increase / (Decrease)
Revenue	$-	$-	N/A
Expenses	(21,549)	(78,026)	(72.4)%
Loss Before Other Items	(21,549)	(78,026)	(72.4)%
Impairment Loss on Investments	-	(120,000)	(100.0)%
Interest Expense	(2,138)	(21,396)	(90.0)%
Net Loss	$(23,687)	$(219,422)	(89.2)%

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:

	First Quarter Ended April 30
			Percentage
	2006	2005	Increase / (Decrease)
Consulting and Management Fees	$15,000	$33,000	(54.5)%
General and Administrative	6,549	45,026	(85.5)%
Total Operating Expenses	$21,549	$78,026	(72.4)%

The additional management fees paid in our fiscal quarter ended April 30, 2005 were paid to two former directors and officers who are no longer with the Company. General and Administrative expenses have decreased 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 TSI 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

4

the cost of the Company’s 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 first quarter ended April 30, 2006, no loss on investments was recorded.

LIQUIDITY AND FINANCIAL CONDITION

Working Capital

			Percentage
	At April 30, 2006	At January 31, 2006	Increase / (Decrease)
Current Assets	$5,511	$5,283	4.3%
Current Liabilities	(654,385)	(630,470)	3.8%
Working Capital (Deficit)	$(648,874)	$(625,187)	3.8%

Cash Flows

	Three Months Ended April 30
	2006	2005
Cash Flows Used In Operating Activities	$(8,372)	$(56,483)
Cash Flows From (Used In) Investing Activities	-	-
Cash Flows From Financing Activities	8,600	50,000
Net Increase (Decrease) In Cash During Period	$228	$(6,483)

As at April 30, 2006, we had cash on hand of $5,511. Our current liabilities increased largely as a result of management fees incurred in the current fiscal quarter and a cash advance of $5,000 from Corporate Resource Group.

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.

5

Long-Lived Assets

In accordance with Financial Accounting Standards Board (“FASB”) Statement of Financial Accounting Standards (“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. We recognize an 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.

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 retrospective transition method.

Common stock issued to third parties for non-cash consideration are accounted for based on the fair market of the goods and services provided or the fair market value of the common stock on the measurement date, whichever is more readily determinable.

RISKS AND UNCERTAINTIES

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

During the fiscal year ended January 31, 2006, the Inventor reclaimed his right to the Technology. We are in default of the Agreement and we do not expect that we will be able to cure such default. Even if we were able to cure such default, the Inventor has reclaimed his right to the Technology and, as such, we no longer have any rights 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 and in our Quarterly Report for the interim period ended April 30, 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.

6

We May Not Be Able To Obtain Additional Financing.

As at April 30, 2006, we had cash in the amount of $5,511 and a working capital deficit of $648,874. 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, OurCommon Stock May Become Ineligible For Quotation On The OTC Bulletin Board, Which WouldNegatively 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.

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 April 30, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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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.

None.

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ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

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)
3.2	Articles of Incorporation for Relay Mines Limited.(1)
3.3	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.

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

REPORTS ON FORM 8-K

No reports on Form 8-K were filed by us during our fiscal quarter ended April, 2006 and from the end of that fiscal quarter to the date of filing of this Quarterly Report.

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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:June 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)