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

For the quarterly period ended

December 31, 2019
2020

¨o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT

For the transition period from ____________ to ______________

Commission file number:

000-55512

M101CORP.

XENOUS HOLDINGS, INC.

(FormerExact name or former address if changed since last report)

of registrant as specified in its charter)

Nevada

87-0363526

(State or other jurisdiction of

incorporation or organization)

(IRS Employer

Identification No.)

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:

Title of each class:

Trading Symbol(s)

Name of each exchange on which registered:

Common Stock

XITO

OTC Pink Sheets

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 and post such files). Yes xo No ¨

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.

Large accelerated filer

¨

o

Accelerated filer

¨

o

Non-accelerated filer

¨

o

Smaller reporting company

x

(Do not check if a smaller reporting company)

Emerging growth company

¨

o

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 February 4, 20208, 2021 was 760,250,000 shares, par value $0.001 per share.

 

 

FORM 10-Q

Quarterly Period Ended December 31, 2019

2020

INDEX

Page

3

Item 1.

3

3

3

3

4

4

5

Statements of Cash Flows for the Nine Months ended December 31, 2020 and 2019 and 2018 (unaudited)

6

6

7

7

Item 2.

11

9

Item 3.

14

12

Item 4.

14

12

13

Item 1.

15

13

Item 1A.

15

13

Item 2.

15

13

Item 3.

15

13

Item 4.

15

13

Item 5.

15

13

Item 6.

15

13

16

14

 
2

Condensed Balance Sheets

(Unaudited)

  
December 31,
2019
  
March 31,
2019
 
ASSETS
      
Current Assets
      
Prepaid expenses
 $-  $7,000 
Total Current Assets
  -   7,000 
         
TOTAL ASSETS
 $-  $7,000 
         
LIABILITIES AND STOCKHOLDERS’ DEFICIT
        
Current Liabilities
        
Accounts payable and accrued liabilities
 $6,274  $8,860 
Accrued interest, related party
  21,177   14,770 
Due to related parties
  421,717   376,356 
Convertible note payable, related party
  106,292   106,292 
Total Current Liabilities
  555,460   506,278 
         
TOTAL LIABILITIES
  555,460   506,278 
         
STOCKHOLDERS’ DEFICIT
        
Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding
  -   - 
Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 760,250,000 shares issued and outstanding
  760,250   760,250 
Capital deficiency
  (449,450)  (449,450)
Accumulated deficit
  (866,260)  (810,078)
Total Stockholders’ Deficit
  (555,460)  (499,278)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT
 $-  $7,000 

 

 

December 31,

2020

 

 

March 31,

2020

 

ASSETS

 

 

 

 

 

 

Current Assets

 

 

 

 

 

 

Total Current Assets

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

TOTAL ASSETS

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Current Liabilities

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$16,874

 

 

$6,130

 

Due to a related party

 

 

619,869

 

 

 

557,067

 

Total Current Liabilities

 

 

636,743

 

 

 

563,197

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

636,743

 

 

 

563,197

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

 

 

 

 

Preferred stock, par value $0.001 per share, 10,000,000 shares authorized, no shares issued and outstanding

 

 

-

 

 

 

-

 

Common stock, par value $0.001 per share, 10,000,000,000 shares authorized, 760,250,000 shares issued and outstanding

 

 

760,250

 

 

 

760,250

 

Capital deficiency

 

 

(449,450)

 

 

(449,450)

Accumulated deficit

 

 

(947,543)

 

 

(873,997)

Total Stockholders' Deficit

 

 

(636,743)

 

 

(563,197)

TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT

 

$-

 

 

$-

 

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

statements.

 
3

Condensed Statements of Operations

(Unaudited)

  
For the Three Months Ended
  
For the Nine Months Ended
 
  
December 31,
  
December 31,
  
December 31,
  
December 31,
 
  
2019
  
2018
  
2019
  
2018
 
             
REVENUES
 $-  $-  $-  $- 
                 
OPERATING EXPENSES
                
General and administrative
  1,072   3,260   7,361   19,799 
Professional fees
  13,164   18,755   42,414   151,621 
   14,236   22,015   49,775   171,420 
                 
OPERATING LOSS
  (14,236)  (22,015)  (49,775)  (171,420)
                 
OTHER EXPENSE
                
Interest expense
  (2,144)  (2,144)  (6,407)  (6,407)
   (2,144)  (2,144)  (6,407)  (6,407)
                 
NET LOSS
 $(16,380) $(24,159) $(56,182) $(177,827)
                 
Basic and Diluted Loss per Common Share
 $(0.00) $(0.00) $(0.00) $(0.00)
                 
Basic and Diluted Weighted Average Number of Common Shares
  760,250,000   760,250,000   760,250,000   760,250,000 

 

 

For the Three Months Ended

 

 

For the Nine Months Ended

 

 

 

December31,

 

 

December 31,

 

 

December31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

 

 

 

 

General and administrative

 

$145

 

 

$1,072

 

 

$11,558

 

 

$7,361

 

Professional fees

 

 

19,488

 

 

 

13,164

 

 

 

61,988

 

 

 

42,414

 

 

 

 

19,633

 

 

 

14,236

 

 

 

73,546

 

 

 

49,775

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(19,633)

 

 

(14,236)

 

 

(73,546)

 

 

(49,775)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

-

 

 

 

(2,144)

 

 

-

 

 

 

(6,407)

 

 

 

-

 

 

 

(2,144)

 

 

-

 

 

 

(6,407)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

NET LOSS

 

$(19,633)

 

$(16,380)

 

$(73,546)

 

$(56,182)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Loss per Common Share

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

$(0.00)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic and Diluted Weighted Average Number of Common Shares

 

 

760,250,000

 

 

 

760,250,000

 

 

 

760,250,000

 

 

 

760,250,000

 

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

statements.

 
4

Condensed Statements of Changes in Stockholders’ Deficit

For the nine months ended December 31, 20192020 and December 31, 2018

2019

(Unaudited)

  
Common Stock
        
  
Number
of Shares
  
Amount
  
Capital
Deficiency
  
Accumulated
Deficit
  
Total
 
                
Balance - March 31, 2019
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(810,078
)
 
$
(499,278
)
                     
Net loss
  -   -   -   (17,764)  (17,764)
Balance - June 30, 2019
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(827,842
)
 
$
(517,042
)
                     
Net loss
  -   -   -   (22,038)  (22,038)
Balance - September 30, 2019
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(849,880
)
 
$
(539,080
)
                     
Net loss
  -   -   -   (16,380)  (16,380)
Balance - December 31, 2019
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(866,260
)
 
$
(555,460
)
  
Common Stock
       
  
Number
of Shares
  
Amount
  
Capital
Deficiency
  
Accumulated
Deficit
  
Total
 
                
Balance - March 31, 2018
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(590,577
)
 
$
(279,777
)
                     
Net loss
  -   -   -   (75,586)  (75,586)
Balance - June 30, 2018
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(666,163
)
 
$
(355,363
)
                     
Net loss
  -   -   -   (78,082)  (78,082)
Balance - September 30, 2018
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(744,245
)
 
$
(433,445
)
                     
Net loss
  -   -   -   (24,159)  (24,159)
Balance - December 31, 2018
 
 
760,250,000
 
 
$
760,250
 
 
$
(449,450
)
 
$
(768,404
)
 
$
(457,604
)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Capital

Deficiency

 

 

Accumulated

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2020

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(873,997)

 

$(563,197)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(43,269)

 

 

(43,269)

Balance - June 30, 2020

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(917,266)

 

$(606,466)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(10,644)

 

 

(10,644)

Balance - September 30, 2020

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(927,910)

 

$(617,110)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(19,633)

 

 

(19,633)

Balance - December 31, 2020

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(947,543)

 

$(636,743)

 

 

Common Stock

 

 

 

 

 

 

 

 

 

 

 

 

Number of

Shares

 

 

Amount

 

 

Capital

Deficiency

 

 

Accumulated

Deficit

 

 

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - March 31, 2019

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(810,078)

 

$(499,278)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(17,764)

 

 

(17,764)

Balance - June 30, 2019

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(827,842)

 

$(517,042)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(22,038)

 

 

(22,038)

Balance - September 30, 2019

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(849,880)

 

$(539,080)

��

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(16,380)

 

 

(16,380)

Balance - December 31, 2019

 

 

760,250,000

 

 

$760,250

 

 

$(449,450)

 

$(866,260)

 

$(555,460)

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

 
5

Condensed Statements of Cash Flows

(Unaudited)

  
For the Nine Months Ended
 
  
December 31,
  
December 31,
 
  
2019
  
2018
 
       
CASH FLOWS FROM OPERATING ACTIVITIES
      
Net loss
 $(56,182) $(177,827)
Changes in operating assets and liabilities:
        
Prepaid expenses
  7,000   (4,167)
Accounts payable and accrued liabilities
  (2,586)  (38,635)
Accrued interest, related party
  6,407   6,406 
Net cash used in operating activities
  (45,361)  (214,223)
         
CASH FLOWS FROM FINANCING ACTIVITIES
        
Proceeds from related party advances
  45,361   214,223 
Net cash provided by financing activities
  45,361   214,223 
         
Net changes in cash and cash equivalents
  -   - 
Cash and cash equivalents - beginning of period
  -   - 
Cash and cash equivalents - end of period
 $-  $- 
         
Supplemental Cash Flow Disclosures
        
Cash paid for interest
 $-  $- 
Cash paid for income taxes
 $-  $- 

 

 

For the Nine Months Ended

 

 

 

December 31,

 

 

December 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$(73,546)

 

$(56,182)

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

-

 

 

 

7,000

 

Accounts payable and accrued liabilities

 

 

10,744

 

 

 

(2,586)

Accrued interest, related party

 

 

-

 

 

 

6,407

 

Net cash used in operating activities

 

 

(62,802)

 

 

(45,361)

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party advances

 

 

62,802

 

 

 

45,361

 

Net cash provided by financing activities

 

 

62,802

 

 

 

45,361

 

 

 

 

 

 

 

 

 

 

Net changes in cash and cash equivalents

 

 

-

 

 

 

-

 

Cash and cash equivalents - beginning of period

 

 

-

 

 

 

-

 

Cash and cash equivalents - end of period

 

$-

 

 

$-

 

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Disclosures

 

 

 

 

 

 

 

 

Cash paid for interest

 

$-

 

 

$-

 

Cash paid for income taxes

 

$-

 

 

$-

 

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

 
6

Notes to the Unaudited Condensed Financial Statements

December 31, 2019

2020

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. The Company currently has no business operations.

On November 2, 2019, a majority of shareholders approved a resolution to change the name of the Company to Xenous Holdings, Inc. (the Company). 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 nine months ended December 31, 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.

7

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).
Prepaid Expenses
Prepaid expenses relate

7

Table of Contents

COVID-19

In 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 prepayment made for future services in advance and will be expensed over time ascombat the benefitspread of the servicesvirus. 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 December 31, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is receiveduncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future, expected within one year.

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 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.

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.

Basic and Diluted Net Loss per Common Share
The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “
Earnings per Share
.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
For the nine months ended December 31, 2019 and December 31, 2018, 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.
  
December 31,
  
December 31,
 
  
2019
  
2018
 
  
Shares
  
Shares
 
Convertible Note- July 2017
  10,629,200   10,629,200 
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.
statements

NOTE 3 - GOING CONCERN

The Company has not yet generated any revenue since its inception and has an operating loss and net loss of $56,182$73,546 for the nine months ended December 31, 2019.2020. As of December 31, 2019,2020, the Company has accumulated deficit of $866,260,$947,543, and negative working capital of $555,460.$636,743. 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.

8

NOTE 4 - RELATED PARTY TRANSACTIONS

As of December 31, 2019 and March 31, 2019, total amounts due

Due to related parties was $421,717 and $376,356, respectively, as follows:

  
December 31,
  
March 31,
 
  
2019
  
2019
 
Amount due to director
 $11,590  $- 
Amount due to former director
  408,877   375,106 
Amount due to former shareholder
  1,250   1,250 
  $421,717  $376,356 
Related Party

During the nine months ended December 31, 2020 and 2019, Smartex Investment Ltd., the directormajority shareholder of the Company appointed on October 4, 2019, advanced $11,590 to the Company for operating expense payments on behalfwhich is holding 82% of the Company. As of December 31, 2019Company’s common shares, advanced $62,802 and March 31, 2019, the Company owed $11,590 and $0, respectively, to the director of the Company.

During the nine months ended December 31, 2019 and 2018, the former director of the Company, who resigned on December 7, 2018, advanced $33,771 and $214,223,$45,361, respectively, to the Company for operating expense payments on behalf of the Company.expenses. As of December 31, 20192020 and March 31, 2019, the Company owed $408,8772020, total amount due to Smartex Investment Ltd. was $619,869 and $375,106, respectively, to the former director of the Company.
As of December 31, 2019$557,067, respectively. The loan is non-interest bearing 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 December 31, 2019 and March 31, 2019:
  
December 31,
  
March 31,
 
  
2019
  
2019
 
       
Convertible Note- July 2017
 $106,292  $106,292 
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 December 31, 2019, and March 31, 2019, the accrued interest payable on the convertible note was $21,177 and $14,770, respectively.
9
demand.

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 atof December 31, 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 nine months ended December 31, 2020 or 2019. As of December 31, 20192020 and March 31, 2019,2020, the Company had 760,250,000 shares of common stock issued and outstanding.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation, no material events have occurred that require disclosure.

 
108

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 Queerly 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 December 31, 20192020 and December 31, 2018

  
Three Months
  
Three Months
   
  
Ended
  
Ended
   
  
December 31,
  
December 31,
   
  
2019
  
2018
  
Changes
 
          
Revenues
 $-  $-  $- 
Operating Expenses
 $14,236  $22,015  $(7,779)
Other Expenses
 $2,144  $2,144  $- 
Net Loss
 $(16,380) $(24,159) $7,779 
2019

 

 

Three Months

 

 

Three Months

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

 

2020

 

 

2019

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

$19,633

 

 

$14,236

 

 

$5,397

 

Other Expenses

 

$-

 

 

$2,144

 

 

$(2,144)

Net Loss

 

$(19,633)

 

$(16,380)

 

$(3,253)

We had no operations during the three months ended December 31, 20192020 or 2018,2019, nor do we have operations as of the date of this filing. We had a net loss of $16,380$19,633 and $24,159$16,380 for the three months ended December 31, 20192020 and 2018,2019, respectively. The decreaseincrease was mainly attributable to the decreaseincrease in professional fees incurred during the three months ended December 31, 2019.2020. Professional fees were $13,164$19,488 and $18,755$13,164 for the three months ended December 31, 2020 and 2019, and 2018, respectively. The decrease in professional

Other expenses was mainly attributable to the decrease in legal fees. General and administrative expenses were $1,072 and $3,260 for

theduring three months ended December 31, 2019 and 2018, respectively. The decrease in general and administrative expensesare accrued interest payable on the convertible note that was mainly attributable torepaid during the decrease in filing, listing and transfer agent fees.
year ended March 31, 2020.

 
119

Nine Months Ended December 31, 20192020 and December 31, 2018

  
Nine Months
  
Nine Months
   
  
Ended
  
Ended
   
  
December 31,
  
December 31,
   
  
2019
  
2018
  
Changes
 
          
Revenues
 $-  $-  $- 
Operating Expenses
 $49,775  $171,420  $(121,645)
Other Expenses
 $6,407  $6,407  $- 
Net Loss
 $(56,182) $(177,827) $121,645 
2019

 

 

Nine Months

 

 

Nine Months

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

 

2020

 

 

2019

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Operating Expenses

 

$73,546

 

 

$49,775

 

 

$23,771

 

Other Expenses

 

$-

 

 

$6,407

 

 

$(6,407)

Net Loss

 

$(73,546)

 

$(56,182)

 

$(17,364)

We had no operations during the nine months ended December 31, 20192020 or 2018,2019, nor do we have operations as of the date of this filing. We had a net loss of $56,182$73,546 and $177,827$56,182 for the nine months ended December 31, 20192020 and 2018,2019, respectively. The decreaseincrease was mainly attributable to the decreaseincrease in professional fees incurred during the nine months ended December 31, 2019.2020. Professional fees were $42,414$61,988 and $151,621$42,414 for the nine months ended December 31, 2020 and 2019, and 2018, respectively. The decrease in professional

Other expenses was mainly attributable to the decrease in legal fees. General and administrative expenses were $7,361 and $19,799 for theduring nine months ended December 31, 2019 and 2018, respectively. The decrease in general and administrative expensesare accrued interest payable on the convertible note that was mainly attributable torepaid during the decrease in filing, listing and transfer agent fees.

year ended March 31, 2020.

Liquidity and Capital Resources

  
As of
  
As of
   
  
December 31,
  
March 31,
   
  
2019
  
2019
  
Changes
 
          
Current Assets
 $-  $7,000  $(7,000)
Current Liabilities
 $555,460  $506,278  $49,182 
Working Capital (Deficiency)
 $(555,460) $(499,278) $(56,182)

 

 

As of

 

 

As of

 

 

 

 

 

December 31,

 

 

March 31,

 

 

 

 

 

2020

 

 

2020

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$-

 

 

$-

 

 

$-

 

Current Liabilities

 

$636,743

 

 

$563,197

 

 

$73,546

 

Working Capital (Deficiency)

 

$(636,743)

 

$(563,197)

 

$(73,546)

As of December 31, 2019,2020 and March 31, 2019, our total assets were $0 and $7,000, respectively.

2020, we had no current assets.

As of December 31, 2019,2020 and March 31, 2019,2020, our total liabilities were $555,460$636,743 and 506,278, respectively.

563,197, respectively, which were current liabilities comprised of accounts payable, accrued liabilities, and related party advances.

Stockholders’ deficit was at $555,460$636,743 as of December 31, 20192020 compared to deficit of $499,278$563,197 as of March 31, 2019.

2020.

We had no cash on hand as of December 31, 20192020 or March 31, 2020 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $866,260$947,543 as of December 31, 2019,2020, compared to accumulated deficit of $810,078$873,997 as of March 31, 2019.

2020.

10

Table of Contents

As atof December 31, 2019,2020, we had a working capital deficit of $555,460$636,743 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 thean increase in amount due to related partiesparty for advancement from directorsthe Company’s majority shareholder paying off vendors on behalf of the Company.

  
Nine Months
  
Nine Months
   
  
Ended
  
Ended
   
  
December 31,
  
December 31,
   
  
2019
  
2018
  
Changes
 
          
Net cash used in operating activities
 $(45,361) $(214,223) $168,862 
Net cash provided by financing activities
 $45,361  $214,223  $(168,862)
Net changes in cash and cash equivalents
 $-  $-  $- 
12
Company and an increase in accounts payable and accrued liabilities.

 

 

Nine Months

 

 

Nine Months

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

December 31,

 

 

December 31,

 

 

 

 

 

2020

 

 

2019

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$(62,802)

 

$(45,361)

 

$(17,441)

Net cash provided by financing activities

 

$62,802

 

 

$45,361

 

 

$17,441

 

Net changes in cash and cash equivalents

 

$-

 

 

$-

 

 

$-

 

Cash Flow from Operating Activities

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

For the nine months ended December 31, 2020, net cash flows used in operating activities was $62,802. The net cash used in operating activities for the nine months ended December 31, 2020 was attributed to a net loss of $73,546, decreased by an increase in accounts payable and accrued liabilities of $10,744.

For the nine months ended December 31, 2019, net cash flows used in operating activities was $45,361. The net cash used in operating activities for the nine months ended December 31, 2019 was attributed to a net loss of $56,182, increased by a decrease in accounts payable and accrued liabilities of $2,586 and was offsetdecreased by a decrease in prepaid expensesexpense of $7,000 and an increase in accrued interest from note payable of $6,407.

Cash Flow from Investing Activities

During the nine months ended December 31, 2020 and 2019, we had no investing activities.

Cash Flow from Financing Activities

We have financed our operations primarily from advances and loans from Smartex Investment Ltd., majority shareholder of the Company.

For the nine months ended December 31, 2018, net cash flows used in operating activities was $214,223. The net cash used in operating activities for the nine months ended December 31, 2018 was attributed to a net loss of $177,827, increased by a decrease in accounts payable2020 and accrued liabilities of $38,635 and was offset by an increase in prepaid expenses of $4,167 and an increase in accrued interest from note payable of $6,406.

Cash Flow from Financing Activities
We have financed our operations primarily from either advances and loans from related and third parties or the issuance of equity instruments. For the nine months ended December 31, 2019, net cash from financing activities was $62,802 and $45,361, compared to $214,223 for the nine months ended December 31, 2018.
As of December 31, 2019 and March 31, 2019, the Company owed $11,590 and $0, respectively, to the director of the Company.
As of December 31, 2019 and March 31, 2019, the Company owed $408,877 and $375,106, respectively, to the former director of the Company.
As of December 31, 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.
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 December 31, 2019, and March 31, 2019, the accrued interest payable on the convertible note was $21,177 and $14,770, 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.

 
1311

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).

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.

 
1412

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.

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

None.

Not applicable.

None.

ITEM 6. EXHIBITS

Exhibits:

 
1513

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.

XENOUS HOLDINGS, INC.

DATED: February 24, 2020

10, 2021

By:

/s/ Dr. Mike Tham Soon Hua

Dr. Mike Tham Soon Hua

Chief Executive Officer (Principal Executive Officer)

 

By:

/s/ Mordekar Shrikumar Vasant

Mordekar Shrikumar Vasant

Treasurer (Principal Financial Officer)

16

14