Xenous Holdings, Inc 10-Q for FY2020 Q3
Xenous Holdings, Inc. (XITO)
10-Q
2020-02-24
For: 2019-12-31
View Original
Added on
April 06, 2026
About this 10-Q
Xenous Holdings, Inc filed this 10-Q on February 24, 2020, covering the quarter ended December 31, 2019 (FY2020 Q3).
Headline figures
Quarter ended December 31, 2019, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Net loss
- $16.38K
- compared with a net loss of $24.16K a year earlier
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
¨ 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. |
(Former name or former address if changed since last report) |
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 ¨
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 x 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 | ¨ | Accelerated filer | ¨ |
Non-accelerated filer | ¨ | Smaller reporting company | x |
(Do not check if a smaller reporting company) | Emerging growth company | ¨ | |
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. ¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes x No ¨
The number of shares of the issuer’s common stock outstanding as of February 4, 2020 was 760,250,000 shares, par value $0.001 per share.
XENOUS HOLDINGS, INC.
(formerly M101 CORP.)
FORM 10-Q
Quarterly Period Ended December 31, 2019
Page | ||||
PART I. FINANCIAL INFORMATION | ||||
3 | ||||
3 | ||||
4 | ||||
6 | ||||
7 | ||||
11 | ||||
14 | ||||
14 | ||||
15 | ||||
15 | ||||
15 | ||||
15 | ||||
15 | ||||
15 | ||||
15 | ||||
16 | ||||
| 2 |
XENOUS HOLDINGS, INC.
(formerly M101 CORP.)
(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 | ||||
The accompanying notes are an integral part of these unaudited financial statements
| 3 |
XENOUS HOLDINGS, INC.
(Formerly M101 CORP.)
(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 | ||||||||||||
The accompanying notes are an integral part of these unaudited financial statements
| 4 |
XENOUS HOLDINGS, INC.
(formerly M101 CORP.)
For the nine months ended December 31, 2019 and December 31, 2018
(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 | ) | ||||||||
The accompanying notes are an integral part of these unaudited financial statements.
| 5 |
XENOUS HOLDINGS, INC.
(formerly M101 CORP.)
(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 | $ | - | $ | - | ||||
The accompanying notes are an integral part of these unaudited financial statements.
| 6 |
XENOUS HOLDINGS, INC.
(formerly M101 CORP.)
December 31, 2019
NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
M101 Corp. (the Company) was incorporated on May 20, 1980 as Concept Holding Corp. 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.
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.
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, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020. 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 2019 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, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on July 9, 2019.
Use of Estimates
The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“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 Party Disclosures,”
for the identification of related parties and disclosure of related party transactions (see Note 4).Prepaid Expenses
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.
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.
NOTE 3 - GOING CONCERN
The Company has not yet generated any revenue since its inception and has an operating loss of $56,182 for the nine months ended December 31, 2019. As of December 31, 2019, the Company has accumulated deficit of $866,260, and negative working capital of $555,460. 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 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 | |||||
During the nine months ended December 31, 2019, the director of the Company, appointed on October 4, 2019, advanced $11,590 to the Company for operating expense payments on behalf of the Company. As of December 31, 2019 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, respectively, to the Company for operating expense payments on behalf 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.
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 |
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 December 31, 2019 and March 31, 2019, 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.
As of December 31, 2019 and March 31, 2019, 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.
| 10 |
Results of Operations
Three Months Ended December 31, 2019 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 | ||||
We had no operations during the three months ended December 31, 2019 or 2018, nor do we have operations as of the date of this filing. We had a net loss of $16,380 and $24,159 for the three months ended December 31, 2019 and 2018, respectively. The decrease was mainly attributable to the decrease in professional fees incurred during the three months ended December 31, 2019. Professional fees were $13,164 and $18,755 for the three months ended December 31, 2019 and 2018, respectively. The decrease in professional expenses was mainly attributable to the decrease in legal fees. General and administrative expenses were $1,072 and $3,260 for
the three months ended December 31, 2019 and 2018, respectively. The decrease in general and administrative expenses was mainly attributable to the decrease in filing, listing and transfer agent fees.| 11 |
Nine Months Ended December 31, 2019 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 | ||||
We had no operations during the nine months ended December 31, 2019 or 2018, nor do we have operations as of the date of this filing. We had a net loss of $56,182 and $177,827 for the nine months ended December 31, 2019 and 2018, respectively. The decrease was mainly attributable to the decrease in professional fees incurred during the nine months ended December 31, 2019. Professional fees were $42,414 and $151,621 for the nine months ended December 31, 2019 and 2018, respectively. The decrease in professional expenses was mainly attributable to the decrease in legal fees. General and administrative expenses were $7,361 and $19,799 for the nine months ended December 31, 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 | 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 December 31, 2019, and March 31, 2019, our total assets were $0 and $7,000, respectively.
As of December 31, 2019, and March 31, 2019, our total liabilities were $555,460 and 506,278, respectively.
Stockholders’ deficit was at $555,460 as of December 31, 2019 compared to deficit of $499,278 as of March 31, 2019.
We had no cash on hand as of December 31, 2019 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $866,260 as of December 31, 2019, compared to accumulated deficit of $810,078 as of March 31, 2019.
As at December 31, 2019, we had a working capital deficit of $555,460 compared with a working capital deficit of $499,278 as at March 31, 2019. The increase in working capital deficit was primarily attributed to the increase in amount due to related parties for advancement from directors 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 |
Cash Flow from Operating Activities
We have not generated any positive cash flow from operating activities. 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 offset by a decrease in prepaid expenses of $7,000 and an increase in accrued interest from note payable of $6,407.
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 payable 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 $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 period ended March 31, 2019, 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.
| 13 |
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.
| 14 |
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.
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.
Exhibits:
| 15 |
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 | 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 |
EXHIBIT 31.1
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Dr. Mike Tham Soon Hua, President of Xenous Holdings, Inc., certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Xenous Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and | |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 24, 2020
By: | /s/ Dr. Mike Tham Soon Hua | |
Name: | Dr. Mike Tham Soon Hua | |
Title: | Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 31.2
CERTIFICATION PURSUANT TO RULE 13a-14(a) OR RULE 15d-14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED
I, Mordekar Shrikumar Vasant, Treasurer of Xenous Holdings, Inc., certify that:
1. | I have reviewed this Quarterly Report on Form 10-Q of Xenous Holdings, Inc.; |
2. | Based on my knowledge, this report does not contain any untrue statement of material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by quarterly report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
a) | designed such disclosure controls and procedures, or caused such disclosure control and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; | |
b) | designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; | |
c) | evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; | |
d) | disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
a) | all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process summarize and report financial information; and | |
b) | any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
Date: February 24, 2020
By: | /s/ Mordekar Shrikumar Vasant | |
Name: | Mordekar Shrikumar Vasant | |
Title: | Treasurer (Principal Financial Officer) |
EXHIBIT 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Xenous Holdings, Inc. (the “Company”) on Form 10-Q for the period ended December 31, 2020 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
2. | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 24, 2020
By: | /s/ Dr. Mike Tham Soon Hua | |
Name: | Dr. Mike Tham Soon Hua | |
Title: | Chief Executive Officer (Principal Executive Officer) |
EXHIBIT 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Xenous Holdings, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2019 as filed with the Securities and Exchange Commission on or about the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:
1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended; and | |
2. | The information contained in this Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
Date: February 24, 2020
By: | /s/ Mordekar Shrikumar Vasant | |
Name: | Mordekar Shrikumar Vasant | |
Title: | Treasurer (Principal Financial Officer) |