UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-K

 

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

 

For the fiscal year ended March 31, 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

  

Securities registered pursuant to Section 12(g) of the Act: OTC Pink Sheet

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x

 

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x

 

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 such files). Yes x No ¨

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

 

Indicate by check mark the registrant is a large accelerated filer, an accelerated “filer, a non-accelerated filer, a 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

x

Smaller reporting company

x

 

Emerging growth company

x

 

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. Yes ¨ No ¨

 

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 aggregate market value of the issuer’s voting and non-voting common equity held by non-affiliates as of September 30, 2019 was $2,761,114.

 

The number of shares of the issuer’s common stock outstanding as of July 13, 2020 was 760,250,000 shares, par value $0.001 per share.

 

 

 

 

XENOUS HOLDINGS, INC.

FORM 10-K

Fiscal Year Ended March 31, 2020

 

INDEX

 

 

 

Page

 

PART 1

 

ITEM 1

Business

 

4

 

ITEM 1A

Risk Factors

 

10

 

ITEM 1B

Unresolved Staff Comments

 

10

 

ITEM 2

Properties

 

10

 

ITEM 3

Legal Proceedings

 

10

 

ITEM 4

Mine Safety Disclosures

 

10

 

PART II

 

ITEM 5

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

11

 

ITEM 6

Selected Financial Data

 

12

 

ITEM 7

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

12

 

ITEM 7A

Quantitative and Qualitative Disclosures About Market Risk

 

14

 

ITEM 8

Financial Statements and Supplementary Data

 

F-1

 

ITEM 9

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

15

 

ITEM 9A

Controls and Procedures

 

15

 

ITEM 9B

Other Information

 

 

 

PART III

 

ITEM 10

Directors, Executive Officers, and Corporate Governance

 

16

 

ITEM 11

Executive Compensation

 

18

 

ITEM 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

19

 

ITEM 13

Certain Relationships and Related Transactions, and Director Independence

 

20

 

ITEM 14

Principal Accounting Fees and Services

 

20

 

ITEM 15

Exhibits, Financial Statement Schedules

 

21

 

SIGNATURES

 

22

  

 
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CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

 

This Annual Report on Form 10-K (the “Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 contains forward-looking statements regarding future events and the future results of Xenous Holdings, Inc. (the “Company”) that are based on management’s current expectations, estimates, projections and assumptions about the Company’s business. Words such as “expects,” “anticipates,” “intends,” “plans,” “believes,” “sees,” “estimates” and variations of such words and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements due to numerous factors, including, but not limited to, those discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 7 and elsewhere in this Report as well as those discussed from time to time in the Company’s other Securities and Exchange Commission filings and reports. In addition, such statements could be affected by general industry and market conditions. Such forward-looking statements speak only as of the date of this Report or, in the case of any document incorporated by reference, the date of that document, and we do not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this Report. If we update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections with respect to other forward-looking statements.

 

 
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PART I

 

ITEM 1. BUSINESS

 

Background

 

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 January 4, 1990, the Company acquired Concept Technologies, Inc. (CTI) which then became a wholly-owned subsidiary of the Company. CTI was dissolved in January 1991 and the name of Company was changed to Concept Technologies, Inc.

 

On December 19, 2014, the Company completed a change of domiciliary merger and moved the Company’s state of incorporation to Nevada, changing the name to Concept Holding Corporation.

 

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 that the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017.

 

On December 7, 2018, Datin Chan Heng Si resigned as the President, Chief Executive Officer and Director of the Company. On that same date, Dato Yap Ting Hau resigned as a Director of the Company. There were no disagreements between Datin Chan, Dato Yap and the Company on any matter relating to the Company’s operations, policies or practices, which resulted in their resignation. On December 7, 2018, the remaining board of directors appointed Ousman Haji Aliyas to serve as the Company’s President, Chief Executive Officer and Director. Ousman Haji Aliyas acquired approximately 83% of the shares from the major shareholders of M101 Corp. through Smartex Investment Ltd., a corporation controlled by Ousman Haji Aliyas.

 

On October 4, 2019, Ousman Haji Aliyas resigned as the President, Chief Executive Officer and Director of the Company. On that same date, the remaining board of directors appointed Dr. Mike Tham Soon Hua to serve as the Company’s President, Chief Executive Officer and Director.

 

On 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.

 

Since the merger on August 14, 2017, the Company has had no business operations.

 

Description of Business

 

We are currently seeking and investigating potential assets, property or businesses to acquire. We currently have no material business operations. 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. We are unable to predict the time as to when and if we may actually participate in any specific business endeavor, and will be unable to do so until we determine any particular industry in which we may engage.

 

We are not currently engaged in any substantive business activity except the search for potential assets, property or businesses to acquire, and we have no current plans to engage in any other activity in the foreseeable future unless and until we complete any such acquisition. In our present form, we are deemed to be a vehicle to acquire or merge with a business or company. We do not intend to restrict our search for business opportunities to any particular business or industry, and the areas in which we will seek out business opportunities or acquisitions, reorganizations or mergers may include all lawful businesses. We recognize that the number of suitable potential business ventures that may be available to us may be extremely limited, and may be restricted as to acquisitions, reorganizations and mergers with businesses or entities that desire to avoid what such entities may deem to be the adverse factors related to an initial public offering (“IPO”) as a method of going public. The most prevalent of these factors include substantial time requirements, legal and accounting costs, the inability to obtain an underwriter who is willing to publicly offer and sell shares, the lack of or the inability to obtain the required financial statements for such an undertaking, state limitations on the amount of dilution to public investors in comparison to the stockholders of any such entities, along with other conditions or requirements imposed by various federal and state securities laws, rules and regulations and federal and state agencies that implement such laws, rules and regulations.

 

 
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Any target acquisition or merger candidate will become subject to the same reporting requirements as the Company following finalization of an acquisition or merger. Thus, in the event the Company successfully completes the acquisition of or merger with an operating business, that business must provide audited financial statements for at least the two most recent fiscal years or, in the event it has been in business for less than two years, audited financial statements will be required from the period of inception. This could limit the Company’s potential target business opportunities due to the fact that many private businesses either do not have audited financial statements or are unable to produce audited statements without undo time and expense. See the caption “Regulations” hereinafter.

 

Since the termination of its prior business, Xenous has had no operations other than seeking an acquisition or merger to bring an operating entity into the Company. The Company’s officers and directors do not propose to restrict their search for a business opportunity to any particular industry or geographical area and may, therefore, engage in essentially any business in any industry. The Company has unrestricted discretion in seeking and participating in a business opportunity, subject to the availability of such opportunities, economic conditions, and other factors.

 

The selection of a business opportunity in which to participate is complex and risky. Additionally, the Company has only limited resources and may find it difficult to locate good opportunities. There can be no assurance that the Company will be able to identify and acquire any business opportunity which will ultimately prove to be beneficial to Xenous and its stockholders. The Company’s officers and directors will select any potential business opportunity based on their business judgment.

 

The Company is not currently conducting any business, nor has it conducted any business for several years. Therefore, it does not possess products or services, distribution methods, competitive business positions, or major customers. The Company does not possess any unexpired patents or trademarks. The Company does not have any employees.

 

Amendments to Form 8-K by the SEC regarding shell companies and transactions with shell companies that require the filing of all information about an acquired company that would have been required to have been filed had any such company filed a Form 10 with the SEC, along with required audited, interim and proforma financial statements, within four business days of the closing of any such transaction (Item 5.01(a)(8) of Form 8-K); and the amendments to Rule 144 adopted by the SEC, effective on February 15, 2008, limit the resale of most securities of shell companies until one year after the filing of such information, may eliminate many of the perceived advantages of these types of going public transactions. These types of transactions are customarily referred to as “reverse” reorganizations or mergers in which the acquired company’s shareholders become controlling shareholders in the acquiring company and the acquiring company becomes the successor to the business operations of the acquired company. Regulations governing shell companies also deny the use of Form S-8 for the registration of securities and limit the use of this Form to a reorganized “shell company” until the expiration of 60 days from when any such entity is no longer considered to be a shell company. This prohibition could further restrict opportunities for us to acquire companies that may already have stock option plans in place that cover numerous employees. In such instances, there may be no exemption from registration for the issuance of securities in any business combination to these employees, thereby necessitating the filing of a registration statement with the SEC to complete any such reorganization, and incurring the time and expense that are normally avoided by reverse reorganizations or mergers.

 

Amendments to Rule 144, adopted by the SEC and effective on February 15, 2008, codify the SEC’s prior position limiting the tradeability of certain securities of shell companies, including those issued by us in any acquisition, reorganization or merger, and further limit the tradeability of additional securities of shell companies; these proposals will further restrict the availability of opportunities for us to acquire any business or enterprise that desire to utilize us as a means of going public. Any of these types of transactions, regardless of the particular prospect, would require us to issue a substantial number of shares of our common stock and result in substantial dilution to current shareholders.

 

Our management intends to consider a number of factors prior to making any decision as to whether to participate in any specific business endeavor, none of which may be determinative or provide any assurance of success. These may include, but will not be limited to, as applicable, an analysis of the quality of the particular business or entity’s management and personnel; the anticipated acceptability of any new products or marketing concepts that any such business or company may have; the merits of any such business’ or company’s technological changes; the present financial condition, projected growth potential and available technical, financial and managerial resources of any such business or company; working capital, history of operations and future prospects; the nature of present and expected competition; the quality and experience of any such business’ or company’s management services and the depth of management; the business’ or the company’s potential for further research, development or exploration; risk factors specifically related to the business’ or company’s operations; the potential for growth, expansion and profit of the business or company; the perceived public recognition or acceptance of the company’s or the business’ products, services, trademarks and name identification; and numerous other factors which are difficult, if not impossible, to properly or accurately quantify or analyze, let alone describe or identify, without referring to specific objective criteria of an identified business or company.

 

 
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Regardless, the results of operations of any specific entity may not necessarily be indicative of what may occur in the future, by reason of changing market strategies, plant or product expansion, changes in product emphasis, future management personnel and changes in innumerable other factors. Further, in the case of a new business venture or one that is in a research and development mode, the risks will be substantial, and there will be no objective criteria to examine the effectiveness or the abilities of its management or its business objectives. Also, a firm market for its products or services may yet need to be established, and with no past track record, the profitability of any such entity will be unproven and cannot be predicted with any certainty.

 

Our management will attempt to meet personally with management and key personnel of any entity providing any potential business opportunity afforded to us, visit and inspect material facilities, obtain independent analysis or verification of information provided and gathered, check references of management and key personnel and conduct other reasonably prudent measures calculated to ensure a reasonably thorough review of any particular business opportunity; however, due to time constraints of management, these activities may be limited.

 

We are unable to predict the time as to when and if we may actually participate in any specific business endeavor. We anticipate that proposed business ventures will be made available to us through personal contacts of directors, executive officers and principal stockholders, professional advisors, broker dealers in securities, venture capital personnel and others who may present unsolicited proposals. In certain cases, we may agree to pay a finder’s fee or to otherwise compensate the persons who submit a potential business endeavor in which we eventually participate. Such persons may include our directors, executive officers and beneficial owners of our securities or their affiliates. In this event, such fees may become a factor in negotiations regarding any potential venture and, accordingly, may present a conflict of interest for such individuals.

 

Although we currently have no plans to do so, depending on the nature and extent of services rendered, we may compensate members of management in the future for services that they may perform for us. Because we currently have extremely limited resources, and we are unlikely to have any significant resources until we have determined a business or enterprise to engage in or have completed a reorganization, merger or acquisition, management expects that any such compensation would take the form of an issuance of shares of our common stock to these persons; this would have the effect of further diluting the holdings of our other stockholders. There are presently no preliminary agreements or understandings between us and members of our management respecting such compensation. Any shares issued to members of our management would be required to be resold under an effective registration statement filed with the SEC or 12 months after we file the “Form 10 Information” about the acquired company with the SEC as now required by Form 8-K. These provisions could further inhibit our ability to complete the acquisition of any business or complete any merger or reorganization with another entity, where finders or others who may be subject to these resale limitations refuse to provide us with any introductions or to close any such transactions unless they are paid requested fees in cash or unless we agree to file a registration statement with the SEC that includes any shares that are to be issued to them, at no cost to them. These expenses could limit potential acquisition candidates, especially those in need of cash resources, and could affect the number of shares that our stockholders retain following any such transaction, by reason of the increased expense.

 

 
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Substantial fees are also often paid in connection with the completion of all types of acquisitions, reorganizations or mergers, ranging from a small amount to hundreds of thousands of dollars or more. These fees are usually divided among consultants, brokers and selling shareholders, after deduction of legal, accounting and other related expenses, and it is not unusual for a portion of these fees to be paid to members of management or to principal stockholders as consideration for their agreement to retire a portion of their shares of our common stock that are owned by them or to provide an indemnification for all of our prior liabilities. Management may actively negotiate or otherwise consent to the purchase of all or any portion of their shares of common stock as a condition to, or in connection with, a proposed reorganization, merger or acquisition. It is not anticipated that any such opportunity will be afforded to other stockholders or that such other stockholders will be afforded the opportunity to approve or consent to any particular stock buy-out transaction. In the event that any such fees are paid or shares are purchased, these requirements may become a factor in negotiations regarding any potential acquisition or merger by us and, accordingly, may also present a conflict of interest for such individuals. We have no definitive arrangements or understandings respecting any of these types of fees or opportunities. Any of these types of fees that are paid in shares of our common stock will also be subject to the resale limitations embodied in the recent amendments to Rule 144.

 

Our directors and executive officers are evaluating potential merger targets, but as of the date of this report no definitive plans for a merger are in force.

 

Principal Products or Services and Their Markets

 

None.

 

Distribution Methods of the Products or Services

 

None.

 

Status of any Publicly Announced New Product or Service

 

None.

  

Competitive Business Conditions and Small or Reporting Company’s Competitive Position in the Industry and Methods of Competition

 

Our management believes that there are a large number of shell companies engaged in endeavors similar to those engaged in by us; many of these companies have substantial current assets and cash reserves. Competitors also include thousands of other publicly-held companies whose business operations have proven unsuccessful, and whose only viable business opportunity is that of providing a publicly-held vehicle through which a private entity may have access to the public capital markets via a reverse reorganization or merger. There is no reasonable way to assess and predict our competitive position or that of any other entity in these endeavors; however, we, having limited assets and no cash reserves, will no doubt be at a competitive disadvantage in competing with entities that have significant cash resources and have recent operating histories.

 

Sources and Availability of Raw Materials and Names of Principal Suppliers

 

None.

 

Dependence on One or a Few Major Customers

 

None.

 

 
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Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements or Labor Contracts, including Duration

 

None.

 

Need for any Governmental Approval of Principal Products or Services

 

Since we currently have no business operations and produce no products nor provide any services, we are not presently subject to any governmental regulation in this regard. However, in the event that we complete a reorganization, merger or acquisition transaction with an entity that is engaged in business operations or provides products or services, we will become subject to all governmental approval requirements to which the reorganized, merged or acquired entity is subject or may become subject.

 

Effect of Existing or Probable Governmental Regulations on the Business

 

Emerging Growth Company

 

We may be deemed to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.” As long as we remain an emerging growth company, we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not “emerging growth companies,” including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements; and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding stockholder approval of any golden parachute payments not previously approved. We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.”

 

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

 

We will remain an “emerging growth company” for up to five years, although we would cease to be an “emerging growth company” prior to such time if we have more than $1 billion in annual revenue, more than $700 million in market value of our common stock is held by non-”affiliates” or we issue more than $1 billion of non-convertible debt over a three-year period.

  

Smaller Reporting Company

 

We are subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and we are subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company.” That designation will relieve us of some of the informational requirements of Regulation S-K.

 

Sarbanes-Oxley Act

 

We are also subject to the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes-Oxley Act will substantially increase our legal and accounting costs.

 

 
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Exchange Act Reporting Requirements

 

Section 14(a) of the Exchange Act requires all companies with securities registered pursuant to Section 12(g) of the Exchange Act to comply with the rules and regulations of the SEC regarding proxy solicitations, as outlined in Regulation 14A. Matters submitted to our stockholders at a special or annual meeting thereof or pursuant to a written consent will require us to provide our stockholders with the information outlined in Schedules 14A or 14C of Regulation 14; preliminary copies of this information must be submitted to the SEC at least 10 days prior to the date that definitive copies of this information are forwarded to the our stockholders.

 

We are required to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the Securities Exchange Commission on a regular basis, and are required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

 

Research and Development Costs During the Last Two Fiscal Years

 

None.

 

Cost and Effects of Compliance with Environmental Laws

 

We do not believe that our current or intended business operations are subject to any material environmental laws, rules or regulations that would have an adverse material effect on our business operations or financial condition or result in a material compliance cost; however, we will become subject to all such governmental requirements to which the reorganized, merged or acquired entity is subject or may become subject.

 

Number of Total Employees and Number of Full Time Employees

 

None.

 

 
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ITEM 1A. RISK FACTORS

 

Not applicable to a smaller reporting company.

 

ITEM 1B. UNRESOLVED STAFF COMMENTS

 

Not applicable to a smaller reporting company.

 

ITEM 2. PROPERTIES

 

The Company uses office space at Suite 20.03, Plaza 138, Jalan Ampang, Kuala Lumpur, Malaysia, 50450.

 

ITEM 3. LEGAL PROCEEDINGS

 

There are no legal proceedings which are pending or have been threatened against us or any of our officers, directors or control persons of which management is aware.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

 
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PART II

 

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

 

Market Information

 

Xenous Holdings, Inc.’s Common Stock is currently quoted on the OTC Pink Sheets under the symbol “XITO.”

 

Xenous Holdings, Inc. has previously issued shares of common stock that constitute restricted securities as that term is defined in Rule 144 adopted under the Securities Act. Subject to certain restrictions, such securities may generally be sold in limited amounts under Rule 144. As of March 31, 2020, Xenous Holdings, Inc. had 760,250,000 shares of common stock issued and outstanding, all of which were issued more than twelve months ago. All of these shares would generally be available for resale. Currently, Rule 144 would not be available for 649,690,300 of those shares until at least one year after a merger with an operating company or the creation of business operations by the Company and the filing of an 8-K containing certain information required in a Form 10 filing. As such timing of the availability of resale exemptions for these shares is unknown and currently they are not available for resale under Rule 144. When the shares potentially become available for resale, there could be a depressive effect of any market that may develop for the Company’s common stock given the amount of shares that would be available for resale versus the number currently available.

 

There is currently no established trading market for shares of our common stock. Management does not expect any viable market to develop in our common stock unless and until we complete an acquisition or merger. In any event, no assurance can be given that any market for our common stock will develop or be maintained.

 

For any market that develops for our common stock, the sale of “restricted securities” (common stock) pursuant to Rule 144 of the SEC by members of management or any other person to whom any such securities may be issued in the future may have a substantial adverse impact on any such public market. For information regarding the requirements of resales under Rule 144, see the heading “Rule 144” below.

 

Holders

 

We currently have 721 stockholders, not including an indeterminate number who may hold shares in “street name.”

 

Dividends

 

We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future. Our future dividend policy cannot be ascertained with any certainty, and if and until we complete any acquisition, reorganization or merger, no such policy will be formulated. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends on our securities.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None.

 

Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities

 

Xenous did not sell shares of its common stock or preferred stock during the year ended March 31, 2020, or subsequently through the date of this filing.

 

 
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Use of Proceeds of Registered Securities

 

There were no proceeds received during the fiscal year ended March 31, 2020 from the sale of registered securities.

 

Purchases of Equity Securities by Us and Affiliated Purchasers

 

None.

 

Other Stockholder Matters

 

None.

 

ITEM 6. SELECTED FINANCIAL DATA

 

Not applicable to a smaller reporting company.

 

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements within the meaning of Section 27a of the Securities Act and Section 21e of the Exchange Act regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual 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.

 

 
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Results of Operations

 

Years Ended March 31, 2020 and March 31, 2019

 

 

 

Year

 

 

Year

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

 

2020

 

 

2019

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Revenues

 

$ -

 

 

$ -

 

 

$ -

 

Operating Expenses

 

$ 63,919

 

 

$ 210,998

 

 

$ (147,079 )

Other Expenses

 

$ -

 

 

$ 8,503

 

 

$ (8,503 )

Net Loss

 

$ (63,919 )

 

$ (219,501 )

 

$ 155,582

 

 

We had no operations during the years ended March 31, 2020 or 2019, nor do we have operations as of the date of this filing. We had a net loss of $63,919 and $219,501 for the years ended March 31, 2020 and 2019, respectively. The decrease was mainly attributable to the decrease in professional fees incurred during the year ended March 31, 2020. Professional fees were $55,414 and $188,101 for the years ended March 31, 2020 and 2019, respectively. The decrease in professional expenses was mainly attributable to the decrease in legal fees. General and administrative expenses were $8,505 and $22,897 for the years ended March 31, 2020 and 2019, respectively. The decrease in general and administrative expenses was mainly attributable to the decrease in filing, listing and transfer agent fees.

 

Other expenses during years ended March 31, 2019 are accrued interest payable on the convertible note.

  

Liquidity and Capital Resources

 

 

 

As of

 

 

As of

 

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

 

2020

 

 

2019

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Current Assets

 

$ -

 

 

$ 7,000

 

 

$ (7,000 )

Current Liabilities

 

$ 563,197

 

 

$ 506,278

 

 

$ 56,919

 

Working Capital (Deficiency)

 

$ (563,197 )

 

$ (499,278 )

 

$ (63,919 )

 

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

 

As of March 31, 2020 and March 31, 2019, our total liabilities were $563,197 and 506,278, respectively.

 

Stockholders’ deficit was at $563,197 as of March 31, 2020 compared to deficit of $499,278 as of March 31, 2019.

 

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

 

As of March 31, 2020, we had a working capital deficit of $563,197 compared with a working capital deficit of $499,278 as of March 31, 2019. 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.

 

 

 

Year

 

 

Year

 

 

 

 

 

Ended

 

 

Ended

 

 

 

 

 

March 31,

 

 

March 31,

 

 

 

 

 

2020

 

 

2019

 

 

Changes

 

 

 

 

 

 

 

 

 

 

 

Net cash used in operating activities

 

$ (59,649 )

 

$ (244,645 )

 

$ 184,996

 

Net cash provided by financing activities

 

$ 59,649

 

 

$ 244,645

 

 

$ (184,996 )

Net changes in cash and cash equivalents

 

$ -

 

 

$ -

 

 

$ -

 

 

 
13

Table of Content

  

Cash Flow from Operating Activities

 

We have not generated any positive cash flow from operating activities. For the year ended March 31, 2020, net cash flows used in operating activities was $59,649. The net cash used in operating activities for the year ended March 31, 2020 was attributed to a net loss of $63,919, increased by a decrease in accounts payable and accrued liabilities of $2,730 and was offset by a decrease in prepaid expenses of $7,000.

 

For the year ended March 31, 2019, net cash flows used in operating activities was $244,645. The net cash used in operating activities for the year ended March 31, 2019 was attributed to a net loss of $219,501, increased by a decrease in accounts payable and accrued liabilities of $32,480 and an increase in prepaid expenses of $1,167 and was offset by an increase in accrued interest from note payable of $8,503.

 

Cash Flow from Financing Activities

 

We have financed our operations primarily from advances and loans from related parties.

 

For the year ended March 31, 2020, net cash from financing activities was $59,649 compared to $244,645 for the year ended March 31, 2019.

 

During the year ended March 31, 2020, Smartex Investment Ltd., the majority shareholder of the Company, advanced $59,649 to the Company for operating expenses.

 

During the year ended March 31, 2019, a former director of the Company advanced $244,645 to the Company for operating expenses.

   

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, 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 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Pursuant to Item 305(e) of Regulation 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).

 

 
14

Table of Content

  

ITEM 8. FINANCIAL STATEMENTS ADD SUPPLEMENTARY DATA

 

XENOUS HOLDINGS, INC.

 

AUDITED FINANCIAL STATEMENTS

 

MARCH 31, 2020 AND 2019

 

 

Page

 

Balance Sheets

 

F-3

 

Statements of Operations

 

F-4

 

Statements of Changes in Stockholders’ Deficit

 

F-5

 

Statements of Cash Flows

 

F-6

 

Notes to the Financial Statements

 

F-7

 

 
F-1

Table of Content

 

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

 

To the Board of Directors and Stockholders

Xenous Holdings, Inc.

Kuala Lumpur, Malaysia 

 

Opinion on the Financial Statements 

 

We have audited the accompanying balance sheets of Xenous Holdings, Inc. (the Company) as of March 31, 2020 and 2019, and the related statements of operations, stockholders’ deficit, and cash flows for the years then ended, and the related notes (collectively referred to as the financial statements). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

  

Consideration of the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has suffered recurring losses and has minimal operations which raise substantial doubt about its ability to continue as a going concern.  Management’s plans in regard to these matters are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

Basis for Opinion

  

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

  

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. 

 

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

  

/s/ Pinnacle Accountancy Group of Utah

 

We have served as the Company’s auditor since 2017.

 

Pinnacle Accountancy Group of Utah

(a dba of Heaton & Company, PLLC)

Farmington, Utah

July 14, 2020

  

 
F-2

Table of Content

 

XENOUS HOLDINGS, INC.

Balance Sheets

 

 

 

March 31,

2020

 

 

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

 

$ 6,130

 

 

$ 8,860

 

Accrued interest, related party

 

 

-

 

 

 

14,770

 

Due to related parties

 

 

557,067

 

 

 

376,356

 

Convertible note payable, related party

 

 

-

 

 

 

106,292

 

Total Current Liabilities

 

 

563,197

 

 

 

506,278

 

 

 

 

 

 

 

 

 

 

TOTAL LIABILITIES

 

 

563,197

 

 

 

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

 

 

(873,997 )

 

 

(810,078 )

Total Stockholders’ Deficit

 

 

(563,197 )

 

 

(499,278 )

TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT

 

$ -

 

 

$ 7,000

 

 

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

 

 
F-3

Table of Content

 

XENOUS HOLDINGS, INC.

Statements of Operations

 

 

 

For the Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

REVENUES

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

OPERATING EXPENSES

 

 

 

 

 

 

 

 

General and administrative

 

 

8,505

 

 

 

22,897

 

Professional fees

 

 

55,414

 

 

 

188,101

 

 

 

 

63,919

 

 

 

210,998

 

 

 

 

 

 

 

 

 

 

OPERATING LOSS

 

 

(63,919 )

 

 

(210,998 )

 

 

 

 

 

 

 

 

 

OTHER EXPENSE

 

 

 

 

 

 

 

 

Interest expense

 

 

-

 

 

 

(8,503 )

 

 

 

-

 

 

 

(8,503 )

 

 

 

 

 

 

 

 

 

NET LOSS

 

$ (63,919 )

 

$ (219,501 )

 

 

 

 

 

 

 

 

 

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 audited financial statements.

 

 
F-4

Table of Content

 

XENOUS HOLDINGS, INC.

Statements of Changes in Stockholders’ Deficit

 

 

 

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

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(219,501 )

 

 

(219,501 )

Balance - March 31, 2019

 

 

760,250,000

 

 

 

760,250

 

 

 

(449,450 )

 

 

(810,078 )

 

 

(499,278 )

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

 

-

 

 

 

-

 

 

 

-

 

 

 

(63,919 )

 

 

(63,919 )

Balance - March 31, 2020

 

 

760,250,000

 

 

$ 760,250

 

 

$ (449,450 )

 

$ (873,997 )

 

$ (563,197 )

 

 

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

 

 
F-5

Table of Content

 

XENOUS HOLDINGS, INC.

Statements of Cash Flows

 

 

 

For the Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2020

 

 

2019

 

 

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net loss

 

$ (63,919 )

 

$ (219,501 )

Changes in operating assets and liabilities:

 

 

 

 

 

 

 

 

Prepaid expenses

 

 

7,000

 

 

 

(1,167 )

Accounts payable and accrued liabilities

 

 

(2,730 )

 

 

(32,480 )

Accrued interest, related party

 

 

-

 

 

 

8,503

 

Net cash used in operating activities

 

 

(59,649 )

 

 

(244,645 )

 

 

 

 

 

 

 

 

 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

 

 

Proceeds from related party advances

 

 

59,649

 

 

 

244,645

 

Net cash provided by financing activities

 

 

59,649

 

 

 

244,645

 

 

 

 

 

 

 

 

 

 

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

 

$ -

 

 

$ -

 

 

 

 

 

 

 

 

 

 

Non-cash investing and financing transactions

 

 

 

 

 

 

 

 

Repayment of convertible note and accrued interest payable to former related party by the related party

 

$ 121,062

 

 

$ -

 

Repayment of amount due to former related parties by the related party

 

$ 376,356

 

 

$ -

 

  

The accompanying notes are an integral part of these audited financial statements

 

 
F-6

Table of Content

 

XENOUS HOLDINGS, INC.

Notes to the Audited Financial Statements

March 31, 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 financial statements and related disclosures have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”). These financial statements have been prepared using the accrual basis of accounting in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States.

 

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.

  

 
F-7

Table of Content

  

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).

 

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 per share amounts in accordance with ASC Topic 260, “Earnings per Share.” Basic earnings 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 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. As of March 31, 2020, there were no potentially dilutive instruments outstanding.  At March 31, 2019, convertible notes were dilutive instruments and were not included in the calculation of diluted loss per share as their effect would be antidilutive.

 

The following is a reconciliation of the numerator and denominator used for the computation of basic and diluted net loss per common shares:

 

 

 

For the Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2020

 

 

2019

 

Numerator:

 

 

 

 

 

 

Net loss available to stockholders

 

$ (63,919 )

 

$ (219,501 )

 

 

 

 

 

 

 

 

 

Denominator:

 

 

 

 

 

 

 

 

Weighted average number of common shares- Basic and Diluted

 

 

760,250,000

 

 

 

760,250,000

 

 

 

 

 

 

 

 

 

 

Net loss per common share - Basic and Diluted

 

$ (0.00 )

 

$ (0.00 )

 

 
F-8

Table of Content

  

For the year ended March 31, 2020 and March 31, 2019, the following convertible notes were excluded from the computation of diluted net loss per shares as the result of the computation was anti-dilutive:

 

 

 

For the Year Ended

 

 

 

March 31,

 

 

March 31,

 

 

 

2020

 

 

2019

 

 

 

(Shares)

 

 

(Shares)

 

Convertible Note -July 2017

 

 

-

 

 

 

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

 

Income Taxes

 

The Company accounts for income taxes pursuant to FASB ASC 740 “Income Taxes.” Pursuant to ASC 740, deferred income taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences, and operating loss carryforwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The provision for income taxes represents the tax expense for the period, if any, and the change during the period in deferred tax assets and liabilities. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

 

ASC 740 also provides criteria for the recognition, measurement, presentation and disclosure of uncertain tax positions. Under ASC 740, the impact of an uncertain tax position on the income tax return may only be recognized at the largest amount that is more-likely-than-not to be sustained upon audit by the relevant taxing authority. As of March 31, 2020, there were no unrecognized tax benefits (see Note 6).

 

NOTE 3 - GOING CONCERN

 

The Company has not yet generated any revenue since its inception and has an operating loss of $63,919 and net loss of $63,919 for the year ended March 31, 2020. As of March 31, 2020, the Company has accumulated deficit of $873,997, and negative working capital of $563,197. 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

 

Repayment of Amount Due to Related Parties

 

During the year ended March 31, 2020, Smartex Investment Ltd., the majority shareholder of the Company which is holding 82% of the Company’s common shares, advanced $59,649 to the Company for operating expenses and repaid to the former director of the Company of $375,106 and a former shareholder of the Company of $1,250.

  

 
F-9

Table of Content

  

Repayment of Convertible Note

 

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 totaling $84,588 and accounts payable and accrued liabilities of $21,704. The convertible note was due on demand, bore interest of 8% per annum and was 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 the grant date.

 

During the year ended March 31, 2020, Smartex Investment Ltd. repaid the convertible note of $106,292 and accrued interest of $14,770.

 

As of March 31, 2020, total amount due to Smartex Investment Ltd. was $557,067 which is non-interest bearing and due on 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 of March 31, 2020 and 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 March 31, 2020 and 2019, the Company had 760,250,000 shares of common stock issued and outstanding.

 

NOTE 6 – INCOME TAX

 

The Company provides for income taxes under ASC 740, “Income Taxes.” Under the asset and liability method of ASC 740, deferred tax assets and liabilities are recorded based on the differences between the financial statement and tax basis of assets and liabilities and the tax rates in effect when these differences are expected to reverse. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets through future operations.

 

On December 22, 2017, the United States enacted the Tax Cuts and Jobs Act (the “Act”) resulting in significant modifications to existing law. The Company implemented the accounting impact of the effects of the Act during the year ended March 31, 2018, including a reduction in the corporate tax rate from 34% to 21% among other changes.

 

The components of the Company’s deferred tax asset and reconciliation of income taxes computed at the statutory rate of 21% to the income tax amount recorded as of March 31, 2020 and 2019 are as follows:

 

 

 

March 31,

 

 

March 31,

 

 

 

2020

 

 

2019

 

Net operating loss carryforward

 

$ (529,060 )

 

$ (465,141 )

Tax rate

 

 

21 %

 

 

21 %

Deferred tax asset

 

 

(111,102 )

 

 

(97,679 )

Less: Valuation allowance

 

 

111,102

 

 

 

97,679

 

Deferred tax asset

 

$ -

 

 

$ -

 

 

 
F-10

Table of Content

  

The income tax provision differs from the amount of estimated income tax determined by applying the U.S. federal income tax rate to pretax income from continuing operations for the periods ended March 31, 2020 and 2019 due to the following:

 

 

 

March 31,

 

 

March 31,

 

 

 

2020

 

 

2019

 

Net loss

 

$ (63,919 )

 

$ (219,501 )

Tax rate

 

 

21 %

 

 

21 %

Change in valuation allowance

 

 

(13,423 )

 

 

(46,095 )

Tax at effective rate

 

$ -

 

 

$ -

 

 

As of March 31, 2020, the Company had $529,060 of the U.S. net operating losses (the “U.S. NOLs”), which begin to expire between 2034 and 2038. NOLs generated in tax years prior to March 31, 2018, can be carried forward for twenty years, whereas NOLs generated after March 31, 2018 can be carried forward indefinitely.

 

In accordance with Section 382 of the U.S. Internal Revenue Code, the usage of the Company’s net operating loss carry forwards is subject to annual limitations following greater than 50% ownership changes. Tax returns for the years ended 2014 through 2020 are subject to review by the tax authorities.

 

NOTE 7 – 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.

 

 
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ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

 

None

 

ITEM 9A. CONTROLS AND PROCEDURES

 

Evaluation of Disclosure Controls and Procedures

 

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this Annual Report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by the Annual Report were not effective in providing reasonable assurance that the information required to be disclosed by us in reports filed under the Exchange Act is (i) recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to our management, including our President and Treasurer, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes of accounting principles generally accepted in the United States.

 

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Therefore, even those systems determined to be effective can provide only reasonable assurance of achieving their control objectives.

 

Our management, consisting of officers and directors, evaluated the effectiveness of our internal control over financial reporting as of March 31, 2020. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) in Internal Control – Integrated Framework (2013). Based on this evaluation, our management, with the participation of the President and Secretary/Treasurer, concluded that, as of March 31, 2020, our internal control over financial reporting was not effective.

 

This Annual Report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our registered public accounting firm pursuant to the rules of the Security and Exchange Commission that permit us to provide only management’s report in this Annual Report.

 

Changes in Internal Control over Financial Reporting

 

There have been no changes in internal control over financial reporting.

 

ITEM 9B. OTHER INFORMATION

 

None.

 

 
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PART III

 

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Directors and Executive Officers

 

Set forth below is the name of directors and executive officers as of June 30, 2020:

 

Name

 

Age

 

Positions

 

 

 

 

 

Shrikumar Vasant Mordekar

 

45

 

Chief Executive Officer and Director

 

 

 

 

 

Ronald Paul Cartey

 

74

 

Director and Company Secretary

 

 

 

 

 

Tham Soon Hua

 

67

 

Chief Financial Officer and Director

 

Mr. Shrikumar Vasant Mordekar serves as our chief executive officer and Director. Mr. Mordekar has more than 10 years of experience in information & communications technology industry including experience in public companies. Prior to joining us in October 2019, Mr. Mordekar worked for Ace Augment Limited as chief technical director from October 2018 to September 2019. From September 2013 to October 2018, Mr. Mordekar worked for Genband, Inc. as the Asia-Pacific regional director. From July 2009 to August 2013, Mr. Mordekar worked for Ventraq Corporation as the director for customer relations division. From May 2005 to July 2009, Mr. Mordekar worked for Acecomm Solutions Pte Ltd as the operations director. From March 2000 to May 2005, Mr. Mordekar worked for Intasys Corporation as was the software development manager. Mr. Mordekar obtained a bachelor’s degree of engineering major in production branch from the University of Mumbai, India, in April 1996. Mr. Mordekar also obtained a master’s degree in business administration (MBA), a master’s degree in information technology, and a master’s degree in Business from Griffith University, Australia, in April 1998, June 2000 and April 2007, respectively. Mr. Mordekar is a member of Australia Computer Society since May 1999.

 

Mr. Ronald Paul Cartey serves as our company secretary and Director. Mr. Cartey has more than 20 years of experience in the business consulting and advisory industry. Prior to joining us in October 2019, Mr. Cartey worked for 3T Network Pte Ltd as the chief business development officer since February 2017. Since May 2010, Mr. Cartey worked for A.T. Group LLC as a business consultant of AT Group Asia. From August 1984 to May 2020, Mr. Cartey founded Advance Training Group Pty Ltd and worked as a corporate advisor. From May 1982 to July 1984, Mr. Cartey worked for New Image International Limited as the director of international business development. Between 1971 and 1982, Mr. Cartey worked for various international companies in Europe and held numerous positions, with his final position as managing director. Mr. Cartey completed his education with Dame Alice Owen’s School July 1970.

 

 
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Mr. Tham Soon Hua serves as our Chief Financial Officer and Director. Dr. Hua has more than 20 years of experience in sales and marketing industry. Prior to joining us in October 2019, Mr. Tham worked for Apex Mining Sdn. Bhd. as managing director since August 1997. From March 1995 to June 1996, Mr. Tham worked for Great Eastern Holdings Limited in Singapore as a corporate marketing manager. From June 1993 to February 1995, Mr. Tham worked for AIA Group Limited in Hong Kong as a corporate marketing manager. From January 1989 to May 1993, Mr. Tham worked for NZ Expertelligence Palmerston North as a consultant. From January 1982 to April 1989, Mr. Tham was a practice company secretarial & business advisory at Ho & Co in Malaysia. From July 1975 to December 1981, Mr. Tham worked for AIA Group Limited in Malaysia as a management trainee. Mr. Tham obtained his doctor of philosophy degree in business administration from Charisma University, Turks & Caicos Island and a higher diploma in commerce from Tunku Abdul Rahnam College in June 2017 and April 1978, respectively. Mr. Tham is a member of The Chartered Governance Institute (formerly known as The Institute of Chartered Secretaries & Administrators) in the United Kingdom since July 1982.

 

Significant Employees

 

As of the date hereof, the Company has no significant employees.

 

Family Relationships

 

None.

 

Involvement in Certain Legal Proceedings

 

There have been no events under any bankruptcy act, no criminal proceedings and no judgments, injunctions, orders or decrees material to the evaluation of the ability and integrity of any director, executive officer, promoter or control person of the Company during the past five years.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Exchange Act requires officers and directors, and greater than 10% stockholders of companies with a class of securities registered under Section 12 of the Exchange Act, to file reports of ownership and changes in ownership of its securities with the Securities and Exchange Commission. Copies of the reports are required by SEC regulation to be furnished to the Company. The Company is not aware of any late filings of any such reports.

 

Code of Ethics

 

We have adopted a Code of Ethics for our principal executive and financial officers.

 

 
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Nominating Committee

 

We have not established a Nominating Committee because, due to our lack of operations and the fact that we only have three directors and three executive officers, we believe that we are able to effectively manage the issues normally considered by a Nominating Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.

  

If we do establish a Nominating Committee, we will disclose this change to our procedures in recommending nominees to our Board of Directors.

 

Audit Committee and Audit Committee Financial Expert

 

We have not established an Audit Committee because, due to our lack of material operations and the fact that we only have three directors and three executive officers, we believe that we are able to effectively manage the issues normally considered by an Audit Committee. Following the entry into any business or the completion of any acquisition, merger or reorganization, a further review of this issue will no doubt be necessitated and undertaken by new management.

   

ITEM 11. EXECUTIVE COMPENSATION

 

All Compensation

 

No cash compensation, deferred compensation or long-term incentive plan awards were issued or granted to our management during the years ended March 31, 2020 or 2019. Furthermore, no member of our management has been granted any option or stock appreciation rights; accordingly, no tables relating to such items have been included within this Item.

 

Name and Position

 

Year

 

Cash Compensation

 

Other Compensation

 

Shrikumar Vasant Mordekar (1)

 

2019/2020

 

None

 

None

Ronald Paul Cartey (2)

 

2019/2020

 

None

 

None

Tham Soon Hua (3)

 

2019/2020

 

None

 

None

____________

(1)

Shrikumar Vasant Mordekar is our current Chief Executive Officer and Director.

 

(2)

Ronald Paul Cartey is our current Company Secretary and Director.

 

(3)

Tham Soon Hua is our current Chief Financial Officer and Director.

 

Outstanding Equity Awards at Fiscal Year-End

 

None.

 

Compensation of Directors

 

There are no standard arrangements pursuant to which our directors are compensated for any services provided as director, including services for committee participation or for special assignments. Our directors received no compensation for service as directors for the year ended March 31, 2020.

 

 
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ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

 

Security Ownership of Certain Beneficial Owners

 

The following table sets forth certain information as of March 31, 2020, with respect to the beneficial ownership of Xenous’s Common Stock by the officers and directors of Xenous, and each person known by Xenous to be the beneficial owner of more than 5% of Xenous’s outstanding shares of Common Stock. At March 31, 2020 and through the date of this filing, there were 760,250,000 shares of common stock and no shares of preferred stock issued and outstanding.

 

For purposes of this table, information as to the beneficial ownership of shares of common stock is determined in accordance with the rules of the Securities and Exchange Commission and includes general voting power and/or investment power with respect to securities. Except as otherwise indicated, all shares of our common stock are beneficially owned, and sole investment and voting power is held, by the person named. For purposes of this table, a person or group of persons is deemed to have “beneficial ownership” of any shares of common stock, which such person has the right to acquire within 60 days after the date hereof. The inclusion herein of such shares listed beneficially owned does not constitute an admission of beneficial ownership.

 

Name and Address

 

Number of Shares

Beneficially Owned

 

 

Percent of

Outstanding

Shares

 

Principal Stockholders

 

 

 

 

 

 

 

 

 

 

 

 

 

5% or Greater Shareholders:

 

 

 

 

 

 

Smartex Investments Ltd.

 

 

 

 

 

 

Unit 18-02 Level 18 Menara K1 Lorong 3/137C Off, Kuala Lumpur, Malaysia 58200

 

 

622,194,316

 

 

 

81.84 %

 

 

 

 

 

 

 

 

 

Directors and Officers:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ronald Paul Cartey

 

 

-

 

 

 

-

 

Suite 20.03, Plaza 138, Jalan Ampang, Kuala Lumpur, Malaysia, 50450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tham Soon Hua

 

 

-

 

 

 

-

 

Suite 20.03, Plaza 138, Jalan Ampang, Kuala Lumpur, Malaysia, 50450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shrikumar Vasant Mordekar

 

 

-

 

 

 

-

 

Suite 20.03, Plaza 138, Jalan Ampang, Kuala Lumpur, Malaysia, 50450

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Officers and Directors as a Group (3 persons)

 

 

-

 

 

 

-

 

  

SEC Rule 13d-3 generally provides that beneficial owners of securities include any person who, directly or indirectly, has or shares voting power and/or investment power with respect to such securities, and any person who has the right to acquire beneficial ownership of such security within 60 days. Any securities not outstanding which are subject to such options, warrants or conversion privileges exercisable within 60 days are treated as outstanding for the purpose of computing the percentage of outstanding securities owned by that person. Such securities are not treated as outstanding for the purpose of computing the percentage of the class owned by any other person. At the present time there are no outstanding options or warrants.

 

Securities Authorized for Issuance under Equity Compensation Plans

 

None.

 

 
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ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, DIRECTOR INDEPENDENCE

 

Related Party Transactions

 

During the year ended March 31, 2020, Smartex Investment Ltd., the majority shareholder of the Company which is holding 82% of the Company’s common shares, advanced $59,649 to the Company for operating expense and repaid to the former director of the Company of $375,106 and a former shareholder of the Company of $1,250.

  

During the year ended March 31, 2020, Smartex Investment Ltd. repaid the convertible note of $106,292 and accrued interest of $14,770.

 

Promoters and Certain Control Persons

 

See the heading “Transactions with Related Persons” above.

 

Parents of the Smaller Reporting Company

 

We have no parents.

 

Director Independence

 

We do not have any independent directors serving on our Board of Directors.

 

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES

 

The following is a summary of the fees billed to us by our independent auditors during the fiscal years ended March 31, 2020 and 2019:

 

 

 

2019

 

 

2018

 

Audit fees

 

$ 8,250

 

 

$ 7,350

 

Audit related fees

 

 

-

 

 

 

-

 

Tax fees

 

 

-

 

 

 

-

 

Other fees

 

 

-

 

 

 

-

 

Total Fees

 

$ 8,250

 

 

$ 7,350

 

  

Audit Fees - Consists of fees for professional services rendered by our principal accountants for the audit of our annual financial statements and review of the financial statements included in our Forms 10-Q or services that are normally provided by our principal accountants in connection with statutory and regulatory filings or engagements.

 

Audit-related Fees - Consists of fees for assurance and related services by our principal accountants that are reasonably related to the performance of the audit or review of our financial statements and are not reported under “Audit fees.”

 

Tax Fees - Consists of fees for professional services rendered by our principal accountants for tax compliance, tax advice and tax planning.

 

All Other Fees - Consists of fees for products and services provided by our principal accountants, other than the services reported under “Audit fees,” “Audit-related fees,” and “Tax fees” above.

 

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services of Independent Auditors

 

We have not adopted an Audit Committee; therefore, there is no Audit Committee policy in this regard. However, we do require approval in advance of the performance of professional services to be provided to us by our principal accountant. Additionally, all services rendered by our principal accountant are performed pursuant to a written engagement letter between us and the principal accountant.

 

 
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Table of Content

 

PART IV

 

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES

 

The following documents are filed as part of this 10-K:

 

Exhibits:

 

31.1

 

Certification of Principal Executive Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 20023

31.2

 

Certification of Principal Financial Officer as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 20023

32.1

 

Certification of Principal Executive and Financial Officer pursuant to 18 U.S.C section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 
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Table of Content

 

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: July 14, 2020

By:

/s/ Shrikumar Vasant Mordekar

 

Shrikumar Vasant Mordekar

 

Chief Executive Officer (Principal Executive Officer)

 

 

By:

/s/ Tham Soon Hua

 

Tham Soon Hua

 

Chief Financial Officer (Principal Financial Officer)

 

 
22

 

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