FORM 10-Q

U.S. SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

[x] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended January 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ________ to ________

Commission file number 000-54508

XTRALINK CORP.

(A Development Stage Company)

(Exact name of registrant as specified in its charter)

Nevada		27-3187919
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

7582 Las Vegas Boulevard, Suite #325

Las Vegas, Nevada 89123

(Address of principal executive offices)

(702)-637-6144

(Registrant telephone number, including area code)

No change

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [x] No [ ].

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Â§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [x] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of â€œ large accelerated filer,â€ â€œaccelerated filerâ€ and â€œsmaller reporting companyâ€ in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] Smaller reporting company [x]

(Do not check if a smaller reporting company)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING

THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ]No [ ].

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 35,510,000 shares of common stock, par value $.0001 per share, outstanding as of March 17, 2014.

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XTRALINK CORP.

(A DEVELOPMENT STAGE COMPANY)

- INDEX -

	PART I – FINANCIAL INFORMATION:	Page

Item 1.	Financial Statements	4

	Condensed Balance Sheets as of January 31, 2014 and July 31, 2013 (unaudited)	5

	Condensed Statements of Operations for the Three and Six Month Periods Ended January 31, 2014 and 2013 (unaudited)	6

	Condensed Statements of Cash Flows for the Six Month Periods Ended January 31, 2014 and 2013 (unaudited)	7

	Notes to Condensed Financial Statements (unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	13

Item 4.	Controls and Procedures	13

	PART II – OTHER INFORMATION:

Item 1.	Legal Proceedings	13

Item 1A.	Risk Factors	13

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13

Item 3.	Defaults Upon Senior Securities	13

Item 4.	Mine Safety Disclosures	13

Item 5.	Other Information	13

Item 6.	Exhibits	14

	Signatures	15

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

XTRALINK CORP.

(A DEVELOPMENT STAGE COMPANY)

FINANCIAL STATEMENTS

JANUARY 31, 2014

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XTRALINK CORP.

(A Development Stage Company)

CONDENSED BALANCE SHEETS

(UNAUDITED)

	January 31, 2014	July 31, 2013
ASSETS

Current Asset:
Cash	$ 67	$ 2,821
License fee receivable	26,000	48,000
Less: allowance for doubtful accounts	(13,000)	(10,000)

Total Current Assets	13,067	40,821

Other Asset
Intangible asset – License	40,000	40,000
Less: provision for impairment	(12,000)	(9,000)
Accumulated amortization	(6,097)	(3,833)
Total Other Assets	21,903	27,167

Total Assets	$ 34,970	$ 67,988

LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accrued liabilities	$ 12,652	$ 12,515
Deferred revenue	-	16,000
Royalty payable	720	480
Due to shareholder	36,425	36,425

Total Liabilities	49,797	65,420

Shareholders’ Equity (Deficit):
Common stock, $.0001 par value, 200,000,000 shares authorized: 35,510,000 shares issued and outstanding	3,551	3,551
Capital in excess of par value	14,450	14,450
Accumulated deficit	(32,828)	(15,433)
Total shareholders’ equity (deficit)	(14,827)	2,568

Total Liabilities and Shareholders’ Equity (Deficit)	$ 34,970	$ 67,988

These accompanying notes are an integral part of these condensed financial statements.

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XTRALINK CORP.

(A Development Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Six Month Periods Ended January 31,		Three Month Periods Ended January 31,		July 29, 2010 (Date of Inception) To January 31,
	2014	2013	2014	2013	2014


Revenues	$ 16,000	$ 24,000	$ 4,000	$ 12,000	$ 64,000

General and Administrative Expenses	33,395	12,815	23,123	3,915	96,828

Total expenses	33,395	12,815	23,123	3,915	96,828
Net income (loss)	$ (17,395)	$ 11,185	$ (19,123)	$ 8,085	$ (32,828)

Net income (loss) per common share – basic and diluted	$ -	$ -	$ -	$ -

Weighted average number of common shares outstanding	35,510,000	35,510,000	35,510,000	35,510,000

The accompanying notes are an integral part of these condensed financial statements.

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XTRALINK CORP.

(A Development Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Six Month Periods Ended January 31,		July 29, 2010 (Date of Inception) to January 31, 2014
	2014	2013
CASH FLOWS FROM OPERATING ACTIVITIES

Net income (loss)	$ (17,395)	$ 11,185	$ (32,828)

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Charges not requiring the outlay of cash:
Amortization	2,264	1,833	6,097
Allowance for doubtful accounts	3,000	-	13,000
Impairment of intangible asset	3,000	-	12,000
Management fee contributed by shareholder	-	-	5,000
Share issued for organization expenses	-	-	2,501
Changes in assets and liabilities:
Decrease (increase) in license fee receivable	22,000	(48,000)	(26,000)
Increase in accrued liabilities	137	-	12,652
Increase in royalty payable	240	-	720
Increase (decrease) in deferred revenue	(16,000)	40,000	-

Net cash provided by (used in) operating activities	(2,754)	5,018	(6,858)

CASH FLOWS FROM INVESTING ACTIVITIES

Acquisition of license	-	(40,000)	(40,000)
Net cash consumed by investing activities	-	(40,000)	(40,000)

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from shareholder loan	-	3,000	36,425
Proceeds from issuance of common shares	-	-	10,500

Net cash provided by financing activities	-	3,000	46,925

Net change in cash balance	(2,754)	(31,982)	67

Cash, at beginning of period	2,821	38,868	-

Cash, at end of period	$ 67	$ 6,886	$ 67

The accompanying notes are an integral part of these condensed financial statements.

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XTRALINK CORP.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JANUARY 31, 2014

(UNAUDITED)

NOTE 1- BASIS OF PRESENTATION

The unaudited interim financial statements of XTRALINK CORP.(a development stage company) as of January 31, 2014 and for the three and six month periods ended January 31, 2014 and 2013 have been prepared in accordance with United States generally accepted accounting principles (“GAAP”). In the opinion of management, such information contains all adjustments, consisting only of normal recurring adjustments, necessary for a fair presentation of the results for such comparable periods. The results of operations for the six month periods ended January 31, 2014 are not necessarily indicative of the results to be expected for the full fiscal year ending July 31, 2014.

Certain information and disclosures normally included in the notes to financial statements have been condensed or omitted as permitted by the rules and regulations of the Securities and Exchange Commission, although the Company believes the disclosure is adequate to make the information presented not misleading. The accompanying unaudited financial statements should be read in conjunction with the financial statements for the fiscal year ended July 31, 2013.

Preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (U.S. GAAP) requires management to make estimates and assumptions that affect the amounts reported in the Condensed Financial Statements and accompanying disclosures.

NOTE 2 - Related Party Transaction

The shareholder loan balance payable, which is currently $ 36,425, was made to fund working capital needs. That advance does not bear interest and has no stated terms for repayment.

NOTE 3 - GOING CONCERN

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. As shown in the financial statements, the Company has an accumulated deficit, has a working capital deficiency and does not presently have sufficient resources to accomplish its objectives during the next twelve months. These conditions raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include adjustments relating to the recoverability of assets and classification of liabilities that might be necessary should the Company be unable to continue in operation. The Company’s present plans to overcome these difficulties include, but are not limited to, the continuing effort to raise capital, primarily through shareholder loans and equity financing.

NOTE 4 - REVENUE RECOGNITION

The Company has treated the sub-license agreement as a sale, with recognition of equal monthly amounts over a period ending December, 2013. During the six months ended January 31, 2014 this has resulted in revenue recognition of $ 16,000 and revenue deferral recognized in its entirety. The license sale is for a one year period ending August 15, 2014 and is renewable annually for nominal payments for twenty years.

NOTE 5 - INCOME TAXES

The Company files federal income tax returns on the cash basis. There is a tax loss carry forward and a loss is anticipated for the current year; therefore, no tax has been accrued. No corresponding tax asset is recorded but has been offset by a valuation allowance.

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XTRALINK CORP.

(A Development Stage Company)

NOTES TO CONDENSED FINANCIAL STATEMENTS

JANUARY 31, 2014

(UNAUDITED)

NOTE 6 - EXPENSES

General and administrative expenses consist of the following:


	Six Month Periods Ended
	January 31,
	2014	2013
Professional fees	$ 14,781	$ 10,915
Extension fee	10,000	-
Bad debt	3,000	-
Impairment of asset	3,000	-
Amortization	2,264	1,833
Royalty fees	240	-
Other	110	67
Total	$ 33,395	$ 12,815

NOTE 7 – ADDENDUM AGREEMENTS

On December 9, 2013, the Company signed an addendum to the license agreement made with Oxford International Inc. ("Oxford") on June 10, 2012. This addendum will extend the commencement of operations date for one year, from December 31, 2013 until December 31, 2014, for a fee of $20,000. An initial fee of $ 10,000 was paid before December 31, 2013 and the balance is payable on or before April 30, 2014.

On December 9, 2013, the Company signed an addendum to the sub license agreement made with Lumut Technologies Inc. ("Lumut") on June 13, 2012. This addendum will extend the terms of the extension granted by Oxford International, Inc. as noted above to allow Lumut an additional year to commence operations by December 31, 2014. Under this extension a fee of $20,000 is due as a lump sum payment or the fee can be paid in monthly installments of $5,000 commencing February 1, 2014 until June 1, 2014, totaling $25,000. Lumut has chosen the installment option. This transaction will be recorded in the next quarter when an initial payment is received. It is not included in income or accounts receivable in the current financial statements.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Forward Looking Statement Notice

Certain statements made in this Quarterly Report on Form 10-Q are “forward-looking statements” (within the meaning of the Private Securities Litigation Reform Act of 1995) regarding the plans and objectives of management for future operations. Such statements involve known and unknown risks, uncertainties and other factors that may cause actual results, performance or achievements of XTRALINK CORP. (“we”, “us”, “our” or the “Company”) to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. The forward-looking statements included herein are based on current expectations that involve numerous risks and uncertainties. The Company's plans and objectives are based, in part, on assumptions involving the continued expansion of business. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes its assumptions underlying the forward-looking statements are reasonable, any of the assumptions could prove inaccurate and, therefore, there can be no assurance the forward-looking statements included in this Quarterly Report will prove to be accurate. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the Company or any other person that the objectives and plans of the Company will be achieved.

Description of Business

The Company was incorporated in the State of Nevada on July 29, 2010 (Inception) and maintains its principal executive office at 7582 Las Vegas Boulevard #325, Las Vegas Nevada. Since inception, the Company has been engaged in organizational efforts and obtaining initial financing. The Company was formed as a vehicle to pursue a business combination through the acquisition of, or merger with, an operating business. The Company filed a registration statement on Form 10 with the U.S. Securities and Exchange Commission (the “SEC”) on September 30, 2011, and since its effectiveness the Company has focused its efforts to identify a possible business combination.

On June 10, 2012, we entered into a Licensing Agreement (the “Agreement”) with Oxford International Inc. (“Oxford”), to license proprietary technology relating to converting municipal water to oxygen enriched pH balanced water (the “Water Conversion Technology”). We obtained exclusive licensing rights in the country of Singapore for a period of 20 years. We will have exclusive rights to sub-license, establish joint ventures and to commercialize products through the methods of the Water Conversion Technology. The license fee of $ 40,000 was paid in full on August 15, 2012. We are subject to a royalty of 2% on licensee fees received from appointed sub-licensees as well as 2% on gross sales generated from operations. We are obligated to establish water bottling operations by December 31, 2013. In the event that we have not established operations by this date, Oxford has a right to void the Agreement. The 2% royalty on license fees was waived by Oxford until February 1, 2013.

On December 9, 2013, we signed an addendum to the license agreement made with Oxford to extend the commencement of operations date from December 31, 2013 for one year until December 31, 2014 for consideration of $20,000. An initial $10,000 was paid in December 2013 and the remaining balance is payable on or before April 30, 2014.

Our business objective is to license the Water Conversion Technology through qualified interests and establish bottled water operations through a joint venture.

On June 13, 2012, we entered into a Sub-License Agreement with Lumut Technologies Ltd. (“Lumut”), to grant exclusive rights to sub-license, establish joint ventures and to commercialize products through the methods of the Water Conversion Technology for a period of 20 years in the country of Singapore. Lumut was subject to a sub-license fee of $ 64,000 payable in monthly installments of $ 4,000 commencing August 15, 2012, ending December 15, 2013. As per our Agreement with Oxford, 2% of any sub license fees received is payable on a quarterly basis. As additional consideration, gross sales from products generated from use of the Water Conversion Technology will be subject to a 5% royalty fee of which 2% is payable to Oxford and 3% will be retained by us. Lumut will be required to establish bottled water operations by December 31, 2013. This deadline has been extended, see below. License fees paid are not refundable.

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We have a right to participate in joint venture operations with Lumut for a $ 150,000 investment for 40% ownership of the joint venture. We intend to enter into a joint venture agreement with Lumut to establish bottled water operations and are currently negotiating terms. There can be no assurance that a joint venture agreement will materialize.

On December 9, 2013, we signed an addendum to the sub license agreement made with Lumut to extend the terms of the extension granted by Oxford as noted above to allow Lumut an additional year to commence operations by December 31, 2014. For consideration, $20,000 is due as a lump sum payment or payable by monthly installments of $5,000 commencing February 1, 2014 until June 1, 2014 totaling $25,000. Lumut has chosen the installment option.

During the next twelve months we anticipate incurring costs related to filing Exchange Act reports, legal and audit costs and furthering our efforts in establishing bottled water operations.

We believe we will be able to meet these costs with funds to be loaned to or invested in us by our shareholders, management or other investors. There are no assurances that the Company will be able to secure any additional funding as needed. Currently, however our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due.

Liquidity and Capital Resources

As of January 31, 2014, the Company had assets comprised of cash ($67), license fee receivable, net ($13,000) and an investment in our Water Conversion Technology license, net ($ 21,903). The Company’s current liabilities as of January 31, 2014 totaled $ 49,797, comprised of accrued liabilities of professional fees ($ 12,652), amounts due to shareholder ($36,425) and royalties payable ($720). Deferred revenues were derived from treating the sub-license agreement as a sale, with recognition of equal monthly amounts over a period ending December, 2013. During the six months ended January 31, 2014 this has resulted in revenue recognized of $ 16,000 and deferred revenues realized in its entirety. The license sale is for a one year period ending August 15, 2014 and is renewable annually for nominal payments for twenty years.

The Company will require approximately $ 35,500 during the next twelve months to fund its working capital needs as follows:

Filing fees	5,500
Audit and accounting	12,000
Professional fees	7,000
Miscellaneous	1,000
Extension fee	10,000
Total	$ 35,500

Additionally, the shareholder loan in the amount of $36,425 is a demand note. While we do not anticipate a requirement to repay the note, there is no guarantee.

We can provide no assurance that the Company can continue to satisfy its cash requirements for at least the next twelve months.

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Sources of Capital:

We expect to sustain our working capital needs with the monthly extensions fees of $ 5,000 per month as per our agreements with Lumut and through shareholder loans and private placements. A total of $ 26,000 in license fees is owed by Lumut. Shareholder loans will be without stated terms of repayment or interest. We will not consider taking on any long-term or short-term debt from financial institutions in the immediate future. Shareholders loans may be granted from time to time as required to meet current working capital needs. We have no formal agreement that ensures we will receive such loans. We may exhaust this source of funding at any time. License fees from Lumut commenced August 15, 2012 and were to continue until December 15, 2013. Portions of these fees are now overdue. There can be no assurance that such fees will be paid on a timely basis.

We are dependent upon certain related parties to provide continued funding and capital resources. If continued funding and capital resources are unavailable at reasonable terms, we may not be able to implement our plan of operations.

Results of Operations

For the six month period ended January 31, 2014, we generated $ 16,000 in revenues from sub license fees recognized under the contract with Lumut. The license fees recognized cover the period August 2013 to January 31, 2014. There can be no assurance that such payments will be made on a timely basis in the future.

For the six month period ended January 31, 2014, our expenses totaled $ 33,395 consisting primarily of audit and review fees of $8,283, consulting fees for preparation of periodic reports for $ 5,000 ($ 4,000 per year end and $ 1,000 per quarter), bad debt expense of $ 3,000 which has been allocated based on the likelihood of collectability, edgar/xbrl feels of $ 1,363, royalty fees of $ 240 and other expense of $ 110. We incurred $2,264 in amortization expenses on our license. Following an impairment charge in the fourth quarter of the year ended July 31, 2013 the net remaining cost of the license is being amortized over a shortened remaining life of six years. We have allocated an additional $ 3,000 in impairment charges during the current quarter. In order to extend our license agreement with Oxford until December 31, 2014, we have incurred $ 10,000 in extension fees. A further $ 10,000 is owed prior to April 30, 2014.

For the six month period ended January 31, 2013, we generated $ 24,000 in revenues from sub license fees recognized under the contract with Lumut. The license fees received cover the period August 2012 to January 2013. For the three month period ended January 31, 2013, we generated $ 12,000 in revenues from sub license fees for the period from November 2012 to January 2013.

For the six month period ended January 31, 2013, our expenses totaled $ 12,815 consisting primarily of audit and review fees of $ 5,915, and consulting fees for preparation of periodic reports for $ 5,000. We incurred $ 1,833 in amortization expenses on our license. The license is amortized on a straight line basis over a 10 year period.

Off-Balance Sheet Arrangements

The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company’s financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

Contractual Obligations

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed pursuant to the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules, regulations and related forms, and that such information is accumulated and communicated to our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

As of January 31, 2014, we carried out an evaluation, under the supervision and with the participation of our principal executive officer and our principal financial officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based on this evaluation, our principal executive officer and our principal financial officer concluded that our disclosure controls and procedures were not effective as of the end of the period covered by this report.

Changes in Internal Controls

There have been no changes in our internal controls over financial reporting during the quarter ended January 31, 2014 that have materially affected or are reasonably likely to materially affect our internal controls.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

There are presently no material pending legal proceedings to which the Company, any executive officer, any owner of record beneficially of more than five percent of any class of voting securities is a party or as to which any of its property is subject, and no such proceedings are known to the Company to be threatened or contemplated against it.

Item 1A. Risk Factors.

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide information required by this Item.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures .

N/A.

Item 5. Other Information.

None.

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Item 6. Exhibits.

(a) Exhibits required by Item 601 of Regulation S-K.

Exhibit No.	Description
*3.1	Certificate of Incorporation, as filed with the Nevada Secretary of State on March 11, 2011.
*3.2	By-laws.
31.1	Certification of the Company’s Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, with respect to the registrant’s Quarterly Report on Form 10-Q for the quarter ended January 31, 2014.
32.1	Certification of the Company’s Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101	Financial statements from the quarterly report on Form 10-Q of the Company for the quarter ended January 31, 2014, formatted in Extensible Business Reporting Language (XBRL): (i) the Statements of Operations, (ii) the Balance Sheets, (iii) the Statements of Cash Flows (iv) the Statement of Shareholders’ Equity and (v) the Notes to Financial Statements.

*Filed as an exhibit to the Company's Registration Statement on Form 10, as filed with the SEC on September 30, 2011, and incorporated herein by this reference.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	XTRALINK CORP.

Dated: March 17, 2014	By:	/s/ Maurice Sale
		Maurice Sale
		President and Director Principal Executive Officer Principal Financial Officer

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XTRALINK Corp 10-Q