UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTFor the quarterly period ended June 30, 2020

For the transition period from ____________ to ______________

Commission file number: 000-55512

Suite 20.03, Plaza 138

Jalan Ampang

Kuala Lumpur, Malaysia, 50450

(Address of principal executive offices)

+603.2181.0150

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act: None

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 o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes o No x☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

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

The number of shares of the issuer’s common stock outstanding as of NovemberAugust 12, 20192020 was 760,250,000 shares, par value $0.001 per share.

M101 CORP.XENOUS HOLDINGS, INC.

FORM 10-Q

Quarterly Period Ended September 30, 2019

INDEX

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Item 1. Financial Statements

M101 CORP.XENOUS HOLDINGS, INC.

Condensed Balance Sheets

(Unaudited)

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

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M101 CORP.XENOUS HOLDINGS, INC.

Condensed Statements of Operations

(Unaudited)

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

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XENOUS HOLDINGS, INC.

Condensed Statements of Changes in Stockholders’ Deficit

For the three months ended June 30, 2020 and 2019

(Unaudited)

M101 CORP.

Statements of Stockholders’ Deficit

For the six months ended September 30, 2019 and September 30, 2018

(Unaudited)

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

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M101 CORP.XENOUS HOLDINGS, INC.

Condensed Statements of Cash Flows

(Unaudited)

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

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M101 CORP.

XENOUS HOLDINGS, INC.

Notes to the Unaudited Condensed Financial Statements

SeptemberJune 30, 20192020

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

M101 Corp.Xenous Holdings, Inc. (the Company)“Company”) was incorporated on May 20, 1980 as Concept Holding Corp.Dayne Weiss and Associates, Inc. under the laws of the State of Utah.

On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation, which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased.entity.

On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary, M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017.

On November 2, 2019, a majority of shareholders approved a resolution to change the name of the Company to Xenous Holdings, Inc. On November 19, 2019, the Company received notice that the Secretary of State of Nevada accepted the Company’s Certificate of Amendment to its Articles of Incorporation to change the name of the Company to Xenous Holdings, Inc. The Company currently has no business operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the sixthree months ended SeptemberJune 30, 20192020 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020.2021. The notes to the unaudited financial statements are condensed, as disclosures that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 20192020 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 20192020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on July 9, 2019.14, 2020.

Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”)“GAAP,” which require 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 reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Related Parties

We follow ASC 850, ”Related “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).

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COVID-19

Prepaid ExpensesIn early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to combat the spread of the virus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is uncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities as of August 13, 2020, the date of issuance of this Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is obtained.

Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year.

As of September 30, 2019 and March 31, 2019, prepaid expenses were $1,000 and $7,000, respectively, related to OTC Markets monthly fees.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements issued and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.statements

For the six months ended September 30, 2019 and March 31, 2019, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.

Diluted loss per share is the same as basic loss per share during periods where net losses are incurred since the inclusion of the potential common stock equivalents would be anti-dilutive as a result of the net loss.

NOTE 3 - GOING CONCERN

The Company has not yet generated any revenue since its inception and has an operating loss and net loss of $39,802$43,269 for the sixthree months ended SeptemberJune 30, 2019.2020. As of SeptemberJune 30, 2019,2020, the Company has accumulated deficit of $849,880,$917,266, and negative working capital of $539,080.$606,466. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to the Company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. While we believe in the viability of our strategy to generate sufficient revenues in the future and in our ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue to cover operating expenses and in our ability to raise additional funds.

NOTE 4 - RELATED PARTY TRANSACTIONS

Due to Related Party

During three months ended June 30, 2020 and 2019, Smartex Investment Ltd., the majority shareholder of the Company which is holding 82% of the Company’s common shares, advanced $40,125 and $15,555, respectively, to the Company for operating expenses. As of June 30, 2020 and March 31, 2020, total amount due to Smartex Investment Ltd. was $597,192 and $557,067, respectively. The loan is non-interest bearing and due on demand.

NOTE 4 - RELATED PARTY TRANSACTIONS

As of September 30, 2019 and March 31, 2019, total amounts due to related parties was $410,127 and $376,356, respectively as follows:

During the six months ended September 30, 2019 and 2018, the former director of the Company, who resigned on December 7, 2018, advanced $33,771 and $178,944, respectively, to the Company for operating expense payments on behalf of the Company. As of September 30, 2019, and March 31 2019, the Company owed $408,877 and $375,106, respectively, to the former director of the Company.

As of September 30, 2019, and March 31, 2019, the Company owed $1,250 and $1,250, respectively, to a former shareholder for the payment of transfer agent termination fees on behalf of the Company. The shareholder sold all his shareholdings to the new Director of the Company in December 2018.

Convertible Note

Convertible notes payable consisted of the following at September 30, 2019 and March 31, 2019:

On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a former shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities of $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of September 30, 2019, and March 31, 2019, the accrued interest payable on the convertible note was $19,034 and $14,770, respectively.

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NOTE 5 – SHARE CAPITAL

Preferred Stock

The Company is authorized to issue an aggregate of 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at Septemberof June 30, 20192020 and March 31, 2019,2020, no preferred shares have been issued.

Common Stock

The Company is authorized to issue an aggregate of 10,000,000,000 shares of common stock with a par value of $0.001 per share.

There were no stock issuances during the three months ended June 30, 2020 or 2019.  As of SeptemberJune 30, 2019,2020 and March 31, 2019,2020, the Company had 760,250,000 shares of common stock issued and outstanding.

NOTE 6 – SUBSEQUENT EVENTS

Subsequent to September 30, 2019 andManagement has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation, no events have occurred that these financials were issued, the Company had the following subsequent events:require disclosure.

On October 4, 2019, Ousman Haji Aliyas resigned as the President, Chief Executive Officer and Director of the Company. There were no disagreements between Mr. Aliyas and the Company on any matter relating to the Company’s operations, policies or practices, which resulted in their resignation. On that same date, the remaining board of directors appointed Dr. Mike Tham Soon Hua to serve as the Company’s President, Chief Executive Officer and Director.

On October 7, 2019, Lee Hui Chin and Yong Chian Yon resigned as the Treasurer and Director, and Secretary and Director, respectively, of the Company. There were no disagreements between Messrs. Lee or Yong and the Company on any matter relating to the Company’s operations, policies or practices, which resulted in their resignations. On that same date, the remaining board of directors appointed Ronald Paul Cartey to serve as the Company’s Secretary and Director. On October 7, 2019, the remaining board of directors also appointed Shrikumar Vasant Mordekar to serve as the Company’s Treasurer and Director.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

When used in this Quarterly Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this QueerlyQuarterly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

Plan of Operation

Our plan of operation for the next 12 months is to: (i) consider guidelines of industries in which we may have an interest; (ii) adopt a business plan regarding engaging in the business of any selected industry; and (iii) to commence such operations through funding and/or the acquisition of a “going concern” engaged in any industry selected.

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.

Results of Operations

Three Months Ended SeptemberJune 30, 20192020 and September 30, 20182019

We had no operations during the three months ended SeptemberJune 30, 20192020 or 2018,2019, nor do we have operations as of the date of this filing. We had a net loss of $22,038$43,269 and $78,082$17,764 for the three months ended SeptemberJune 30, 20192020 and 2018,2019, respectively. The decreaseincrease was mainly attributable to the decreaseincrease in professional fees incurred during the three months ended SeptemberJune 30, 2019.2020. Professional fees were $13,750$32,000 and $69,583$12,500 for the three months ended SeptemberJune 30, 20192020 and 2018,2019, respectively. The decreaseincrease in professional expenses was mainly attributable to the decreaseincrease in legal fees, accounting and audit fees. General and administrative expenses were $6,145$11,269 and $6,356$3,144 for the three months ended SeptemberJune 30, 20192020 and 2018,2019, respectively. The decreaseincrease in general and administrative expenses was mainly attributable to the decreaseincrease in filing listing and transfer agent fees.

Six Months Ended SeptemberOther expenses during three months ended June 30, 2019 and September 30, 2018are accrued interest payable on the convertible note that was repaid during the year ended March 31, 2020.

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We had no operations during the six months ended September 30, 2019 or 2018, nor do we have operations as of the date of this filing. We had a net loss of $39,802 and $153,668 for the six months ended September 30, 2019 and 2018, respectively. The decrease was mainly attributable to the decrease in professional fees incurred during the six months ended September 30, 2019. Professional fees were $26,250 and $132,866 for the six months ended September 30, 2019 and 2018, respectively. The decrease in professional expenses was mainly attributable to the decrease in legal fees. General and administrative expenses were $9,289 and $16,539 for the six months ended September 30, 2019 and 2018, respectively. The decrease in general and administrative expenses was mainly attributable to the decrease in filing, listing and transfer agent fees.

Liquidity and Capital Resources

As of SeptemberJune 30, 2019, our total assets were $1,0002020 and March 31, 2020, we had no current assets.

As of June 30, 2020 and March 31, 2020, our total liabilities were $540,080.$606,466 and 563,197, respectively, which were current liabilities comprised of accounts payable, accrued liabilities, and related party advances.

Stockholders’ deficit was at $539,080$606,466 as of SeptemberJune 30, 20192020 compared to deficit of $499,278$563,197 as of March 31, 2019.2020.

We had no cash on hand as of SeptemberJune 30, 20192020 or March 31, 2020 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $849,880$917,266 as of SeptemberJune 30, 2019,2020, compared to accumulated deficit of $810,078$873,997 as of March 31, 2019.2020.

As at Septemberof June 30, 2019,2020, we had a working capital deficit of $539,080$606,466 compared with a working capital deficit of $499,278$563,197 as atof March 31, 2019.2020. The increase in working capital deficit was primarily attributed to the increase in amount due to related partiesparty for advancement from directorsthe Company’s majority shareholder paying off vendors on behalf of the Company.

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Cash Flow from Operating Activities

We have not generated any positive cash flow from operating activities.

For the sixthree months ended SeptemberJune 30, 2020, net cash flows used in operating activities was $40,125. The net cash used in operating activities for the three months ended June 30, 2020 was attributed to a net loss of $43,269, decreased by an increase in accounts payable and accrued liabilities of $3,144.

For the three months ended June 30, 2019, net cash flows used in operating activities was $33,771.$15,555. The net cash used in operating activities for the sixthree months ended SeptemberJune 30, 2019 was attributed to a net loss of $39,802,$17,764, increased by a decrease in accounts payable and accrued liabilities of $4,233$2,911 and was offsetdecreased by a decrease in prepaid expensesexpense of $6,000$3,000 and an increase in accrued interest from note payable of $4,264.$2,120.

ForCash Flow from Investing Activities

During the sixthree months ended September 30, 2018, net cash flows used in operating activities was $178,944. The net cash used in operating activities for the six months ended September 30, 2018 was attributed to a net loss of $153,668, increased by a decrease in accounts payableJune 2020 and accrued liabilities of $34,539 and was offset by a decrease in prepaid expenses of $5,000 and an increase in accrued interest from note payable of $4,263.2019, we had no investing activities.

Cash Flow from Financing Activities

We have financed our operations primarily from either advances and loans from related and third parties orSmartex Investment Ltd., majority shareholder of the issuance of equity instruments. Company.

For the sixthree months ended SeptemberJune 30, 2020 and 2019, net cash from financing activities was $33,771 compared to $178,944 for the six months ended September 30, 2018.

As of September 30, 2019$40,125 and March 31, 2019, the Company owed $408,877 and $375,106, respectively, to the former Director of the Company for the payment of professional fees on behalf of the Company.

As of September 30, 2019 and March 31, 2019, the Company owed $1,250 and $1,250 to a former shareholder for the payment of transfer agent termination fee on behalf of the Company.

On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a former shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities of $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of September 30, 2019 and March 31, 2019, the accrued interest payable on the convertible note was $19,034 and $14,770,$15,555, respectively.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the periodyear ended March 31, 2019,2020, relative to our ability to continue as a going concern. The Company, which has not generated any revenues, has incurred net losses, has nominal assets and a stockholders’ deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

The Company is dependent on advances from its principal shareholders or other affiliated parties for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations.

Off-Balance Sheet Arrangements

We do not have any 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 an investor in our securities.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation of S-K (§229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us.

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 this information.

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

There were no unregistered sales of our equity securities during the period covered by this quarterly report.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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ITEM 6. EXHIBITS

Exhibits:

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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.