Bloomios 10QSB 2008 Q3 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 endedOctober 31, 2007

[ ] 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:508,011 shares of common stock as of December 10, 2007.

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

XLR Medical Corp.
(A Development Stage Company)
October 31, 2007

	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,
	2007		2007
	$		$
	(unaudited)

ASSETS

Current Assets

Cash	3,140		10,444

Total Assets	3,140		10,444

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Accounts payable	94,888		85,225
Accrued liabilities	25,347		18,935
Due to related parties (Note 3(a))	293,931		248,636
Loans payable (Note 4)	409,000		397,000

Total Liabilities	823,166		749,796

Contingencies (Note 1)

Stockholders’ Deficit

Common Stock

Authorized: 2,000,000 shares, par value of $0.00001;
Issued and outstanding: 508,011 shares	5		5

Additional Paid-in Capital	1,833,129		1,833,129

Deficit Accumulated During the Development Stage	(2,653,160	)	(2,572,486	)

Total Stockholders’ Deficit	(820,026	)	(739,352	)

Total Liabilities and Stockholders’ Deficit	3,140		10,444

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		For the Three		For the Three		For the Nine		For the Nine
	(Date of Inception)		Months Ended		Months Ended		Months Ended		Months Ended
	to October 31,		October 31,		October 31,		October 31,		October 31,
	2007		2007		2006		2007		2006
	$		$		$		$		$
Revenue	–		–		–		–		–

Expenses
Consulting and management fees (Note 3(b))	1,079,167		15,000		15,000		45,000		45,000
General and administrative	842,111		11,622		8,627		29,261		33,006
Total Expenses	1,921,278		26,622		23,627		74,261		78,006
Loss Before Other Items	(1,921,278	)	(26,622	)	(23,627	)	(74,261	)	(78,006	)
Other Income (Expense)
Gain on settlements of debt	1,037,978		–		–		–		–
Impairment losses on investments	(1,528,568	)	–		–		–		–
Interest expense	(241,292	)	(2,138	)	(2,137	)	(6,413	)	(6,412	)
Total Other Income (Expense)	(731,882	)	(2,138	)	(2,137	)	(6,413	)	(6,412	)
Net Loss for the Period	(2,653,160	)	(28,760	)	(25,764	)	(80,674	)	(84,418	)

Net Loss Per Share – Basic and Diluted			(0.06	)	(0.05	)	(0.16	)	(0.17	)

Weighted Average Shares Outstanding			508,000		508,000		508,000		508,000

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
	Months Ended
	October 31,
	2007		2006
	$		$
Operating Activities
Net loss	(80,674	)	(84,418	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities	16,075		16,448
Due to related parties	45,295		45,021
Net Cash Used in Operating Activities	(19,304	)	(22,949	)
Financing Activities
Proceeds from loans payable	12,000		15,000
Advances from related parties	–		3,600
Net Cash Provided by Financing Activities	12,000		18,600
Decrease in Cash	(7,304	)	(4,349	)
Cash – Beginning of Period	10,444		5,283
Cash – End of Period	3,140		934

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, 2007, the Company has a working capital deficit of $820,026 and has incurred losses of $2,653,160 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)	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.

	c)	Use of Estimates

		The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

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)

	d)	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.

	e)	Long-lived Assets

		In accordance with SFAS No. 144,“Accounting for the Impairment or Disposal of Long-Lived Assets”,the Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not limited to: significant decreases in the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

	f)	Foreign Currency Translation

		The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted SFAS No. 52 “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. The Company has not, to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

	g)	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.

	h)	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 relatively 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.

	i)	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, 2007 and 2006, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

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)

	j)	Stock-based Compensation

		The Company records stock-based compensation in accordance with SFAS No. 123R“Share Based Payments”,using the fair value method.

		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.

	k)	Income Taxes

		The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

		On February 1, 2007, the Company adopted Financial Accounting Standards Board Interpretation No. 48, “Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109” (“FIN 48”). FIN 48 prescribes a measurement process for recording in the financial statements uncertain tax positions taken or expected to be taken in a tax return. Additionally, FIN 48 provides guidance regarding uncertain tax positions relating to de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. As at October 31, 2007, the Company had no material uncertain tax positions.

	l)	Recently Issued Accounting Pronouncements

		In February 2007, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 159,“The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115,“Accounting for Certain Investments in Debt and Equity Securities”, applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157,“Fair Value Measurements”.The adoption of this statement is not expected to have a material effect on the Company's financial statements.

		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.

3.	Related Party Transactions

	a)	As at October 31, 2007, current and former officers and directors of the Company are owed a total of $293,931 (January 31, 2007 - $248,636) 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)	During the nine month period ended October 31, 2007, the Company incurred management fees of $45,000 (2006 - $45,000) to the President and CFO of the Company.

F-6

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, a person related to CFW 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. These funds were advanced to TSI to assist TSI in funding the obligations due pursuant to the Exelar Agreement as discussed in Note 3. 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)	During the year ended January 31, 2006, the Company received cash advances totalling $20,000 from an unrelated third party. During the year ended January 31, 2007, the Company received further cash advances totalling $25,000. On September 14, 2007, the Company received a further $12,000. These 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 equity to a liability, as the Company intends to repay the amount 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.

6.	Stock Options

	The Company adopted a Stock Option Plan (“2004 Plan”) dated September 13, 2004, under which the Company was authorized to grant options to acquire up to a total of 29,000 common shares. The maximum aggregate number of shares that may be optioned under the 2004 Plan will be increased effective the first day of each fiscal quarter up to a maximum of 15% of the outstanding shares on the first day of the applicable quarter.

	The following table summarizes the continuity of the Company’s stock options:

Weighted Average

Aggregate

Weighted Average

Remaining Contractual

Intrinsic

Exercise Price

Life (years)

Value

Outstanding, January 31, 2007

8,500

25.00

Granted

–

Exercised

–

Outstanding, October 31, 2007

8,500

25.00

1.58

–

Exercisable, October 31, 2007

8,500

25.00

1.58

–

At October 31, 2007, there were no unvested stock options.

F-7

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 a 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

There have been no significant corporate developments since our last quarter ended July 31, 2007.

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, 2007 and changes in our financial condition from January 31, 2007. 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, 2007.

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, 2007, we had cash in the amount of $3,140 and a working capital deficit of $820,026. 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.

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

Three and Nine Months Summary

	Three	Three
	Months	Months		Nine Months	Nine Months
	Ended	Ended	Percentage	Ended	Ended	Percentage
	October 31,	October 31,	Increase /	October 31,	October 31,	Increase /
	2007	2006	(Decrease)	2007	2006	(Decrease)
Revenue	$--	$ --	n/a	$--	$ --	n/a

Expenses	(26,622)	(23,627)	12.7%	(74,261)	(78,006)	(4.8)%

Impairment Loss on Investments	--	--	n/a	--	--	n/a

Interest Expense	(2,138)	(2,137)	0.0%	(6,413)	(6,412)	0.0%

Net Income (Loss)	$(28,760)	$(25,764)	11.6%	$(80,674)	$(84,418)	(4.4)%

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:

	Three	Three		Nine	Nine
	Months	Months		Months	Months
	Ended	Ended	Percentage	Ended	Ended	Percentage
	October	October	Increase /	October	October	Increase /
	31, 2007	31, 2006	(Decrease)	31, 2007	31, 2006	(Decrease)
Consulting and Management Fees	$15,000	$15,000	n/a	$45,000	$45,000	n/a

General and Administrative	11,622	8,627	34.7%	29,261	33,006	(11.3)%

Total Operating Expenses	$26,622	$23,627	12.7%	$74,261	$78,006	(4.8)%

Consulting and management fees for the nine months ended October 31, 2007 consisted of amounts paid to Logan B. Anderson. Mr. Anderson is currently our sole executive officer and sole director.

Our overall expenses during the period ended October 31, 2007 increased slightly as compared to our expenses for the same period ended in 2006 as we have had only nominal operations during the past nine months and have not yet identified any alternate business opportunities.

LIQUIDITY AND FINANCIAL CONDITION

Working Capital
			Percentage
	At October 31, 2007	At January 31, 2007	Increase / (Decrease)
Current Assets	$3,140	$10,444	(69.9)%
Current Liabilities	(823,166)	(749,796)	9.8%
Working Capital (Deficit)	$(820,026)	$(739,352)	10.9%

Cash Flows
	Nine Months	Nine Months
	Ended October 31,	Ended October 31,
	2007	2006
Cash Flows Used In Operating Activities	$(19,304)	$(22,949)
Cash Flows From (Used In) Investing Activities	Nil	Nil
Cash Flows Provided By Financing Activities	12,000	18,600
Net Increase (Decrease) In Cash During Period	$(7,304)	$(4,349)

As at October 31, 2007, we had cash on hand of $3,140. 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, 2007. During the nine months ended October 31, 2007, our only source of financing came in the form of a loan of $12,000. The loan is unsecured, non-interest bearing and due on demand.

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.

Our significant accounting policies are discussed in Note 2 to the interim financial statements include in this Quarterly Report.

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 WillConsist Solely Of Seeking Suitable Business Opportunities.

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, 2007, we had cash in the amount of $3,140 and a working capital deficit of $820,026. 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 October 31, 2007 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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.

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⁾

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

3.3		Certificate of Change.⁽⁸⁾

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.⁽⁶⁾

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⁾

Exhibit
Number		Description of Exhibit
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.⁽⁶⁾

10.9		Debt Settlement Agreement between 689158 B.C. Ltd., The Charles F. White Corporation and XLR Medical Corp. dated December 8, 2005.⁽⁷⁾

10.10		Settlement and Transfer Agreement between XLR Medical Corp. and Peter A. Hogendoorn, dated December 13, 2005.⁽⁷⁾

14.1		Code of Ethics.⁽⁹⁾

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.

99.1		Audit Committee Charter.⁽⁹⁾

99.2		Disclosure Committee Charter.⁽⁹⁾

(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.
(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 October 18, 2005 as an exhibit to our Quarterly Report on Form 10-QSB for the six months ended July 31, 2005.
(7)	Previously filed with the SEC on December 13, 2005 as an exhibit to our current report on Form 8-K.
(8)	Previously filed with the SEC on December 15, 2006 as an exhibit to our Quarterly Report on Form 10- QSB for the nine months ended October 31, 2006.
(9)	Previously filed with the SEC on September 12, 2003 as an exhibit to our Annual Report on Form 10-KSB for the year ended June 30, 2003.

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 17, 2007	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)

Bloomios (BLMS) 10QSB2008 Q3 Quarterly report (small business)