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

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               DATE OF EARLIEST REPORTED EVENT - NOVEMBER 8, 2005

                        XL GENERATION INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)

    NEVADA                      333116045                       20-0909393
    ------                      ---------                       ----------
(State or other          (Commission File Number)             (IRS Employer
jurisdiction of                                           Identification Number)
incorporation)

                           460 Saint-Gabriel, Suite 21
                        Montreal, Quebec, Canada H2Y 2Z9
                        --------------------------------
                    (Address of principal executive offices)

                                 (514) 397-0575
                                 --------------
              (Registrant's telephone number, including area code)

                                       N/A
                                       ---
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act


<PAGE>

                                TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.


                                       2
<PAGE>

Item 1.01 Entry into a Material Definitive Agreement.

On November 8, 2005, XL Generation International Inc. entered into a Common
Stock Purchase Agreement with each of Capex Investments Limited, Aton Select
Fund Limited and Asset Protection Fund Limited (each a "Purchaser," and
collectively, the "Purchasers"). Pursuant to the Common Stock Purchase
Agreements, each Purchaser agreed to pay one million dollars ($1,000,000) to
purchase from the Company (i) 1,111,111 shares of the Company's common stock;
and (ii) Series A Warrants entitling each Purchaser to purchase up to an
additional 1,111,111 shares of the Company's common stock at an exercise price
initially set at $1.25 per share. The Series A Warrants shall expire on November
8, 2007, and contain customary adjustment provisions in the event of changes in
the capitalization of the Company. In connection with these Common Stock
Purchase Agreements, the Company has entered into a Registration Rights
Agreement with each of the Purchasers, pursuant to which the Company will
register a total of 2,222,222 shares for each Purchaser, representing the total
number of shares of common stock sold to such Purchaser and those shares of
common stock to be issued to the Purchaser upon the execution of the Series A
Warrant.

The offering price for the aggregate of 3,333,333 shares of the Company's common
stock and Series A Warrants to purchase up to an additional 3,333,333 shares of
the Company' common stock was a total of $3,000,000 (consisting of $1,000,000
from each of the Purchasers). No underwriting commissions were paid or discounts
granted to underwriters.

There is no material relationship between either Aton Select Fund Limited and
Asset Protection Fund Limited and the Company or its affiliates. Claude
Pellerin, one of the Company's directors, is also a director and the President
of Capex Investments (Canada) Limited, a solely owned subsidiary of Capex
Investments Limited.

Item 3.02 Unregistered Sales of Equity Securities.

On November 8, 2005, XL Generation International Inc. entered into a Common
Stock Purchase Agreement with each of the Purchasers, as described in Item 1.01
and incorporated herein by reference thereto.

The Company entered into the aforementioned transaction in accordance with and
in reliance upon the exemption from securities registration afforded by Section
4(2) of the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, including Regulation D and Regulation S
promulgated thereunder. Each of the Purchasers have represented in their
respective Common Stock Purchase Agreements both that they are an "accredited
investor" (as defined in Rule 501 of Regulation D) and that they are not a "U.S.
Person" (as such term is defined in Regulation S).


                                       3
<PAGE>

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

      (d) Exhibits.

Exhibit No.       Description of Exhibits
-----------       -----------------------

Exhibit 10.5      Common Stock Purchase Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Capex Investments Limited.*

Exhibit 10.6      Common Stock Purchase Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Aton Select Fund Limited.*

Exhibit 10.7      Common Stock Purchase Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Asset Protection Fund Limited.*

Exhibit 10.8      Series A Warrant to Purchase Shares of Common Stock of XL
                  Generation International Inc., issued as of November 8,
                  2005 to Capex Investments Limited.*

Exhibit 10.9      Series A Warrant to Purchase Shares of Common Stock of XL
                  Generation International Inc., issued as of November 8,
                  2005 to Aton Select Fund Limited.*

Exhibit 10.10     Series A Warrant to Purchase Shares of Common Stock of XL
                  Generation International Inc., issued as of November 8,
                  2005 to Asset Protection Fund Limited.*

Exhibit 10.11     Registration Rights Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Capex Investments Limited*.

Exhibit 10.12     Registration Rights Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Aton Select Fund Limited.*

Exhibit 10.13     Registration Rights Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Asset Protection Fund Limited.*

*     Filed herewith.


                                       4
<PAGE>

                                   SIGNATURES

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

                                          XL GENERATION INTERNATIONAL INC.
Dated: November 15, 2005

                                          By: /s/ Alain Lemieux
                                             -----------------------------------
                                              Name: Alain Lemieux
                                              Title: President, Chief Executive
                                                     Officer, and Director


                                       5
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

               DATE OF EARLIEST REPORTED EVENT - NOVEMBER 8, 2005

                        XL GENERATION INTERNATIONAL INC.
             (Exact name of Registrant as specified in its charter)

    NEVADA                      333116045                       20-0909393
    ------                      ---------                       ----------
(State or other          (Commission File Number)             (IRS Employer
jurisdiction of                                           Identification Number)
incorporation)

                           460 Saint-Gabriel, Suite 21
                        Montreal, Quebec, Canada H2Y 2Z9
                        --------------------------------
                    (Address of principal executive offices)

                                 (514) 397-0575
                                 --------------
              (Registrant's telephone number, including area code)

                                       N/A
                                       ---
          (Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

|_| Written communications pursuant to Rule 425 under the Securities Act

|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act

|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act

|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
TABLE OF CONTENTS

Item 1.01 Entry into a Material Definitive Agreement.

Item 3.02 Unregistered Sales of Equity Securities.

Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

                                       2
Item 1.01 Entry into a Material Definitive Agreement.

On November 8, 2005, XL Generation International Inc. entered into a Common
Stock Purchase Agreement with each of Capex Investments Limited, Aton Select
Fund Limited and Asset Protection Fund Limited (each a "Purchaser," and
collectively, the "Purchasers"). Pursuant to the Common Stock Purchase
Agreements, each Purchaser agreed to pay one million dollars ($1,000,000) to
purchase from the Company (i) 1,111,111 shares of the Company's common stock;
and (ii) Series A Warrants entitling each Purchaser to purchase up to an
additional 1,111,111 shares of the Company's common stock at an exercise price
initially set at $1.25 per share. The Series A Warrants shall expire on November
8, 2007, and contain customary adjustment provisions in the event of changes in
the capitalization of the Company. In connection with these Common Stock
Purchase Agreements, the Company has entered into a Registration Rights
Agreement with each of the Purchasers, pursuant to which the Company will
register a total of 2,222,222 shares for each Purchaser, representing the total
number of shares of common stock sold to such Purchaser and those shares of
common stock to be issued to the Purchaser upon the execution of the Series A
Warrant.

The offering price for the aggregate of 3,333,333 shares of the Company's common
stock and Series A Warrants to purchase up to an additional 3,333,333 shares of
the Company' common stock was a total of $3,000,000 (consisting of $1,000,000
from each of the Purchasers). No underwriting commissions were paid or discounts
granted to underwriters.

There is no material relationship between either Aton Select Fund Limited and
Asset Protection Fund Limited and the Company or its affiliates. Claude
Pellerin, one of the Company's directors, is also a director and the President
of Capex Investments (Canada) Limited, a solely owned subsidiary of Capex
Investments Limited.

Item 3.02 Unregistered Sales of Equity Securities.

On November 8, 2005, XL Generation International Inc. entered into a Common
Stock Purchase Agreement with each of the Purchasers, as described in Item 1.01
and incorporated herein by reference thereto.

The Company entered into the aforementioned transaction in accordance with and
in reliance upon the exemption from securities registration afforded by Section
4(2) of the U.S. Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder, including Regulation D and Regulation S
promulgated thereunder. Each of the Purchasers have represented in their
respective Common Stock Purchase Agreements both that they are an "accredited
investor" (as defined in Rule 501 of Regulation D) and that they are not a "U.S.
Person" (as such term is defined in Regulation S).

                                       3
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits.

      (d) Exhibits.

Exhibit No.       Description of Exhibits
-----------       -----------------------

Exhibit 10.5      Common Stock Purchase Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Capex Investments Limited.*

Exhibit 10.6      Common Stock Purchase Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Aton Select Fund Limited.*

Exhibit 10.7      Common Stock Purchase Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Asset Protection Fund Limited.*

Exhibit 10.8      Series A Warrant to Purchase Shares of Common Stock of XL
                  Generation International Inc., issued as of November 8,
                  2005 to Capex Investments Limited.*

Exhibit 10.9      Series A Warrant to Purchase Shares of Common Stock of XL
                  Generation International Inc., issued as of November 8,
                  2005 to Aton Select Fund Limited.*

Exhibit 10.10     Series A Warrant to Purchase Shares of Common Stock of XL
                  Generation International Inc., issued as of November 8,
                  2005 to Asset Protection Fund Limited.*

Exhibit 10.11     Registration Rights Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Capex Investments Limited*.

Exhibit 10.12     Registration Rights Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Aton Select Fund Limited.*

Exhibit 10.13     Registration Rights Agreement, dated as of November 8,
                  2005, by and among XL Generation International Inc. and
                  Asset Protection Fund Limited.*

*     Filed herewith.

                                       4
SIGNATURES

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

                                          XL GENERATION INTERNATIONAL INC.
Dated: November 15, 2005

                                          By: /s/ Alain Lemieux
                                             -----------------------------------
                                              Name: Alain Lemieux
                                              Title: President, Chief Executive
                                                     Officer, and Director

                                       5