Xenous Holdings, Inc. - Quarter Report: 2017 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended June 30, 2017 

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

For the transition period from ____________ to ______________

Commission file number: 000-55512

6 Desta Drive

Suite 5100

Midland, TX 79705

(Address of principal executive offices)

(432) 242-4965

(Registrant's telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

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

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

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

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

The number of shares of the issuer’s common stock outstanding as of August 7, 2017 was 3,789,750 shares, par value $0.001 per share.

CONCEPT HOLDING CORP.

FORM 10-Q

Quarterly Period Ended June 30, 2017

INDEX

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

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

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

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

CONCEPT HOLDING CORP.

Notes to the Financial Statements

June 30, 2017

(Unaudited)

NOTE 1 - BASIS OF PRESENTATION

The accompanying condensed financial statements have been prepared without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The interim financial statements reflect all adjustments, consisting of normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the period.

Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s Audited Financial Statements for the years ended March 31, 2017 and 2016 included in the Company’s Annual Report on Form 10-K. The results of operations for the three-month period ended June 30, 2017, are not necessarily indicative of the operating results for the full year ending March 31, 2018.

On July 21, 2017, the shareholders holding a majority of the Company’s voting stock have executed a written consent to approve the increase of the Company’s total authorized shares from 100,000,000 shares to 10,000,000,000 shares and the conduction of a forward split at the rate of two hundred shares for every one share currently issued and outstanding. The Company accounts for the forward stock split with a memorandum entry and a proportionate reduction of the par value. The outstanding shares have been restated retroactively.

NOTE 2 - GOING CONCERN

The Company has not yet generated any revenue since its inception and has operating loss of $15,464 and net loss of $9,272 for the three months ended June 30, 2017. As of June 30, 2017, the Company has accumulated deficit of $417,105, and negative working capital of $106,305. 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 our company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.

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

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

NOTE 3 - RELATED PARTY TRANSACTIONS

On May 23, 2017, the Company entered into a promissory note with a former shareholder of the Company in the amount of $40,000 in exchange for the cancellation of 576,350,000 common shares. The note is to be paid upon the earlier of (i) three years from the date of execution or (ii) when a merger, reorganization or acquisition between the Company and another corporation or entity or any change of control of the Company where either a majority of current management resigns or is terminated or the majority of ownership of the Company changes. The note bears no interest and was paid off on July 5, 2017.

NOTE 4 - NOTES PAYABLE

On February 28, 2017, the Company amended three existing promissory notes. The two promissory notes originally entered into on February 23, 2015 with the aggregate amount of $20,000 bearing 10% interest were amended to extend the maturity date to February 23, 2018. The other promissory note entered into on January 10, 2016 with amount of $10,000 bearing 12% interest and was amended to increase additional principal amount by $8,040 and to extend the maturity date to January 20, 2018. The outstanding balance on the notes payable was $38,080 as of June 30, 2017 and March 31, 2017, respectively. Interest expense for the three months ended June 30, 2017 and 2016 are $1,181 and $690, respectively.

NOTE 5 - RECENT ACCOUNTING PRONOUNCEMENTS

In August 2016, the FASB issued ASU 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments”, addressing eight specific cash flow issues in an effort to reduce diversity in practice. The amended guidance is effective for fiscal years beginning after December 31, 2017, and for interim periods within those years. Early adoption is permitted. The Company is in the process of evaluating the impact of this guidance on our financial statements.

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its financial statements.

NOTE 6 - STOCK ISSUANCE

On May 23, 2017, 576,350,000 shares were repurchased from a former shareholder for a $40,000 promissory note. As of June 30, 2017, the repurchased shares were cancelled, and the Company had 760,250,000 shares of common stock issued and outstanding.

NOTE 7 - SUBSEQUENT EVENTS

On July 3, 2017, the Company entered into debt settlements to settle three promissory notes with the aggregated principal and accrued interest of $44,601 as of June 30, 2017 for an aggregate payment of $44,588.

On July 5, 2017, a change of control of the Company occurred and on the same day, the Company entered into a convertible note payable in the amount of $106,292. The note bears interest of 8%, and is convertible at a conversion price of $0.01.

In connection with the change in control described above, the Company accepted the resignation of E. Will Gray as the sole officer and director of the Company. Dato Yap Ting Hau was appointed as Director and Chairman of the Board and Datin Chan Heng Si was appointed President and Director.

On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Secretary of State of the State of Nevada (“Nevada SOS”) to: (a) increase the number of authorized shares of Common Stock from 90 million shares of Common Stock to 10 billion shares of Common Stock; (b) increase the issued and outstanding shares of Common Stock at a ratio of 200:1; and (c) change the Company’s ticker symbol to “MOZO.” These actions were approved by the Company’s Board of Directors and were then approved via written consent of shareholders holding cumulatively 60% of the Company’s voting shares.

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 will change its name to “M101 Corp.” The merger will take effect after August 14, 2017.

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 Queerly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

Plan of Operation

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

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Quarterly 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, 2017 and 2016

We had no operations during the three months ended June 30, 2017 or 2016, nor do we have operations as of the date of this filing. General and administrative expenses were $15,463 and $2,245 for the three months ended June 30, 2017 and 2016, respectively. General and administrative expenses for the three months ended June 30, 2017, were comprised mainly of accounting, legal and transfer agent expenses along with other office fees. We had a net loss of $9,271 and $2,935 for the three months ended June 30, 2017 and 2016, respectively. The increase was mainly attributable to large legal and professional expenses incurred during the three months ended June 30, 2017.

Liquidity and Capital Resources

We had no cash or cash equivalents on hand as of June 30, 2017. On February 28, 2017, we amended three existing promissory notes. The two promissory notes originally entered into on February 23, 2015 with the aggregate amount of $20,000 bearing 10% interest were amended to include a maturity date of February 23, 2018. The other promissory note entered into on January 10, 2016 with amount of $10,000 bearing 12% interest was amended to increase the principal amount by $8,040 and to include a maturity date of January 20, 2018.

On May 23, 2017, the Company entered into a promissory note with a former shareholder of the Company in the amount of $40,000 in exchange for the cancellation of 576,350,000 common shares. The note is to be paid upon the earlier of (i) three years from the date of execution or (ii) when a merger, reorganization or acquisition between the Company and another corporation or entity or any change of control of the Company where either a majority of current management resigns or is terminated or the majority of ownership of the Company changes. The note bears no interest and was paid off on July 5, 2017.

Off-Balance Sheet Arrangements

We had no Off-Balance Sheet arrangements during the three months ended June 30, 2017 or 2016.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of 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.

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

The Company is a smaller reporting Company as defined by Rule 12b-2 of the Securities Act of 1934 and we are not required to provide the information under this item.

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:

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.