UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2020 

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

For the transition period from ____________ to ______________

Commission file number: 000-55512

XENOUS HOLDINGS, INC.

(Exact name 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: 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 ☒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 ☒

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	☒
		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. o

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

The number of shares of the issuer’s common stock outstanding as of August 12, 2020 was 760,250,000 shares, par value $0.001 per share.

XENOUS HOLDINGS, INC.

FORM 10-Q

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets as of June 30, 2020 and March 31, 2020 (unaudited)	3
	Statements of Operations for the Three Months ended June 30, 2020 and 2019 (unaudited)	4
	Statements of Changes in Stockholders’ Deficit for the Three Months ended June 30, 2020 and 2019 (unaudited)	5
	Statements of Cash Flows for the Three Months ended June 30, 2020 and 2019 (unaudited)	6
	Notes to the Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	12
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	13
SIGNATURES		14

2

Item 1. Financial Statements

XENOUS HOLDINGS, INC.

Condensed Balance Sheets

(Unaudited)

	June 30, 2020			March 31, 2020
ASSETS
Current Assets
Total Current Assets	$	-		$	-
TOTAL ASSETS	$	-		$	-
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	9,274		$	6,130
Due to related party		597,192			557,067
Total Current Liabilities		606,466			563,197
TOTAL LIABILITIES		606,466			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		(917,266	)		(873,997	)
Total Stockholders’ Deficit		(606,466	)		(563,197	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	-		$	-

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

3

XENOUS HOLDINGS, INC.

Condensed Statements of Operations

(Unaudited)

	For the Three Months Ended
	June 30,			June 30,
	2020			2019
REVENUES	$	-		$	-
OPERATING EXPENSES
General and administrative		11,269			3,144
Professional fees		32,000			12,500
		43,269			15,644
OPERATING LOSS		(43,269	)		(15,644	)
OTHER EXPENSE
Interest expense		-			(2,120	)
		-			(2,120	)
NET LOSS	$	(43,269	)	$	(17,764	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Number of Common Shares		760,250,000			760,250,000

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

4

XENOUS HOLDINGS, INC.

Condensed Statements of Changes in Stockholders’ Deficit

For the three months ended June 30, 2020 and 2019

(Unaudited)

	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	)

	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	)

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

5

XENOUS HOLDINGS, INC.

Condensed Statements of Cash Flows

(Unaudited)

	For the Three Months Ended
	June 30,			June 30,
	2020			2019
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(43,269	)	$	(17,764	)
Changes in operating assets and liabilities:
Prepaid expenses		-			3,000
Accounts payable and accrued liabilities		3,144			(2,911	)
Accrued interest, related party		-			2,120
Net cash used in operating activities		(40,125	)		(15,555	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from related party advances		40,125			15,555
Net cash provided by financing activities		40,125			15,555
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

XENOUS HOLDINGS, INC.

Notes to the Unaudited Condensed Financial Statements

June 30, 2020

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Xenous Holdings, Inc. (the “Company”) was incorporated on May 20, 1980 as 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.

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 three months ended June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending March 31, 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 2020 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, 2020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on July 14, 2020.

Use of Estimates

The Company prepares its financial statements in conformity with “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 Party Disclosures,” for the identification of related parties and disclosure of related party transactions (see Note 4).

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 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.

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

7

NOTE 3 - GOING CONCERN

The Company has not yet generated any revenue since its inception and has an operating loss and net loss of $43,269 for the three months ended June 30, 2020. As of June 30, 2020, the Company has accumulated deficit of $917,266, and negative working capital of $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.

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.

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.

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.

8

NOTE 5 – SHARE CAPITAL

Preferred Stock

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

Common Stock

The Company is authorized to issue 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 June 30, 2020 and March 31, 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 events have occurred that require disclosure.

9

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 Quarterly 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 June 30, 2020 and 2019

	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2020			2019			Changes
Revenues	$	-		$	-		$	-
Operating Expenses	$	43,269		$	15,644		$	27,625
Other Expenses	$	-		$	2,120		$	(2,120	)
Net Loss	$	(43,269	)	$	(17,764	)	$	(25,505	)

We had no operations during the three months ended June 30, 2020 or 2019, nor do we have operations as of the date of this filing. We had a net loss of $43,269 and $17,764 for the three months ended June 30, 2020 and 2019, respectively. The increase was mainly attributable to the increase in professional fees incurred during the three months ended June 30, 2020. Professional fees were $32,000 and $12,500 for the three months ended June 30, 2020 and 2019, respectively. The increase in professional expenses was mainly attributable to the increase in legal fees, accounting and audit fees. General and administrative expenses were $11,269 and $3,144 for the three months ended June 30, 2020 and 2019, respectively. The increase in general and administrative expenses was mainly attributable to the increase in filing fees.

Other expenses during three months ended June 30, 2019 are accrued interest payable on the convertible note that was repaid during the year ended March 31, 2020.

10

Liquidity and Capital Resources

	As of			As of
	June 30,			March 31,
	2020			2020			Changes
Current Assets	$	-		$	-		$	-
Current Liabilities	$	606,466		$	563,197		$	43,269
Working Capital (Deficiency)	$	(606,466	)	$	(563,197	)	$	(43,269	)

As of June 30, 2020 and March 31, 2020, we had no current assets.

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

Stockholders’ deficit was at $606,466 as of June 30, 2020 compared to deficit of $563,197 as of March 31, 2020.

We had no cash on hand as of June 30, 2020 or March 31, 2020 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $917,266 as of June 30, 2020, compared to accumulated deficit of $873,997 as of March 31, 2020.

As of June 30, 2020, we had a working capital deficit of $606,466 compared with a working capital deficit of $563,197 as of March 31, 2020. The increase in working capital deficit was primarily attributed to the increase in amount due to related party for advancement from the Company’s majority shareholder paying off vendors on behalf of the Company.

	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2020			2019			Changes
Net cash used in operating activities	$	(40,125	)	$	(15,555	)	$	(24,570	)
Net cash provided by financing activities	$	40,125		$	15,555		$	24,570
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 three months ended June 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 $15,555. The net cash used in operating activities for the three months ended June 30, 2019 was attributed to a net loss of $17,764, increased by a decrease in accounts payable and accrued liabilities of $2,911 and decreased by a decrease in prepaid expense of $3,000 and an increase in accrued interest of $2,120.

Cash Flow from Investing Activities

During the three months ended June 2020 and 2019, we had no investing activities.

11

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 three months ended June 30, 2020 and 2019, net cash from financing activities was $40,125 and $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 year ended March 31, 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.

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.

12

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.

ITEM 6. EXHIBITS

Exhibits:

31.1	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Executive Officer
31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Chief Financial Officer
32.1	Section 1350 Certification by Chief Executive Officer
32.2	Section 1350 Certification by Chief Financial Officer

13

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.

	XENOUS HOLDINGS, INC.
DATED: August 13, 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)

14