Xenous Holdings, Inc. - Quarter Report: 2018 December (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

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

Suite 20.03, Plaza 138

Jalan Ampang

Kuala Lumpur, Malaysia, 50450

(Address of principal executive offices)

+603.2181.0150

(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 every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes 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. o

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

The number of shares of the issuer’s common stock outstanding as of February 6, 2019 was 760,250,000 shares, par value $0.001 per share.

M101 CORP.

FORM 10-Q

Quarterly Period Ended December 31, 2018

INDEX

Item 1. Financial Statements

M101 CORP.

Balance Sheets

(Unaudited)

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

M101 CORP.

Statements of Operations

(Unaudited)

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

M101 CORP.

Statements of Cash Flows

(Unaudited)

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

M101 CORP. 

Notes to the Unaudited Financial Statements

December 31, 2018

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Concept Holding Corp. (the Company) was incorporated on May 20, 1980 under the laws of the State of Utah. The Company originally operated under the name of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articles with the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of the shares to $0.001 per share, and to increase the authorized shares to 50,000,000.

On January 4, 1990, the Company acquired all of the outstanding stock of Concept Technologies, Inc. (CTI) which then became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of Company was changed to Concept Technologies, Inc.

On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.

On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.

On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”) to (a) increase the number of authorized shares of common and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred 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 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.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Interim Financial Statements

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2018 are not necessarily indicative of the results that may be expected for the year ending March 31, 2019. Notes to the unaudited financial statements that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2018 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2018 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 29, 2018.

Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”) which require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

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.

As of December 31, 2018, prepaid expenses were $10,000 related to OTC Markets monthly fees from January to October 2019.

Convertible notes

Convertible notes are regarded as compound instruments, consisting of a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substance of the contractual arrangement.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s management believes that these recent pronouncements will not have a material effect on the Company’s financial statements.

NOTE 3 - GOING CONCERN

The Company has not yet generated any revenue since its inception and has an operating loss of $171,420 and net loss of $177,827 for the nine months ended December 31, 2018. As of December 31, 2018, the Company has accumulated deficit of $768,404, and negative working capital of $457,604. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available, or will be available on terms acceptable to the Company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.

The accompanying 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 4 - RELATED PARTY TRANSACTIONS

As of December 31, 2018 and March 31, 2018, total amounts due to related parties was $345,934 and $131,711, respectively.

During the nine months ended December 31, 2018, the new director of the Company, who was appointed on December 7, 2018, advanced $10,000 to the Company for operating expense payments on behalf of the Company. As of December 31, 2018, the Company owed $10,000 to the new Director of the Company.

During the nine months ended December 31, 2018 and December 31, 2017, the former director of the Company, who resigned on December 7, 2018, advanced $204,223 and $63,075 to the Company for operating expense payments on behalf of the Company. As of December 31, 2018, and March 31, 2018, the Company owed $334,684 and $130,461, respectively, to the former Director of the Company.

As of December 31, 2018, and March 31, 2018, the Company owed $1,250 and $1,250, respectively, to a former shareholder for the payment of transfer agent termination fee on behalf of the Company. The shareholder sold all his shareholdings to the new Director of the Company in December 2018.

8% Convertible Note – July 2017

Convertible notes payable consisted of the following at December 31, 2018 and March 31, 2018:

On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a former shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of December 31, 2018, and March 31, 2018, the accrued interest payable on the convertible note was $12,673 and $6,267, respectively.

NOTE 5 – SHARE CAPITAL

On July 21, 2017, the Board of Directors of the Company executed a written consent to approve the increase of the Company’s total authorized shares from 100,000,000 shares to 10,010,000,000 shares (including preferred stock) and the execution of a forward split at the rate of two hundred shares for every one share currently issued and outstanding. The Company accounted for the forward stock split with a memorandum entry and a proportionate reduction of the par value.

Preferred Stock

The Company is authorized to issue an aggregate of 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at December 31, 2018 and March 31, 2018, 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.

On May 23, 2017, 576,350,000 shares were cancelled and repurchased from a former shareholder for a $40,000 promissory note which was subsequently fully repaid on July 5, 2017.

As of December 31, 2018, and March 31, 2018, the Company had 760,250,000 shares and 760,250,000 of common stock issued and outstanding.

NOTE 6 – SUBSEQUENT EVENTS

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

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.

Description of Business

Concept Holding Corp. (the “Company”) was incorporated on May 20, 1980 under the laws of the State of Utah. The Company originally operated under the name of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articles with the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of shares to $0.001 per share, and to increase the authorized shares to 50,000,000.

On January 4, 1990, the Company acquired all of the outstanding stock of Concept Technologies, Inc. (CTI) which became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of the Company was changed to Concept Technologies, Inc.

On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.

On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.

On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”), to (a) increase the number of authorized shares of common stock and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred 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 Revise 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 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.

Results of Operations

Three Months Ended December 31, 2018 and 2017

We had no operations during the three months ended December 31, 2018 or 2017, nor do we have operations as of the date of this filing. We had a net loss of $24,159 and $50,102 for the three-months ended December 31, 2018 and 2017, respectively. The decrease was mainly attributable to the decrease in professional fees incurred during the three-months ended December 31, 2018. Professional fees were $18,755 and $38,813 for the three-months ended December 31, 2018 and 2017, respectively. The decrease in professional expenses was mainly attributable to the decrease in legal fees. General and administrative expenses were $3,260 and $9,146 for the three months ended December 31, 2018 and 2017, respectively. The decrease in general and administrative expenses was mainly attributable to the decrease in filing, listing and transfer agent fees.

Nine Months Ended December 31, 2018 and 2017

We had no operations during the nine months ended December 31, 2018 or 2017, nor do we have operations as of the date of this filing. We had a net loss of $177,827 and $102,650 for the nine-months ended December 31, 2018 and 2017, respectively. The increase was mainly attributable to the increase in professional fees and general and administrative fees incurred during the nine-months ended December 31, 2018. Professional fees were $151,621 and $86,826 for the nine-months ended December 31, 2018 and 2017, respectively. The increase in professional expenses was mainly attributable to the increase in legal fees as the legal firm began to provide their legal services for the Company in July 2017 last year. General and administrative expenses were $19,799 and $17,860 for the nine months ended December 31, 2018 and 2017, respectively. The increase in general and administrative expenses was mainly attributable to the increase in listing and transfer agent fees.

Liquidity and Capital Resources

As of December 31, 2018, our total assets were $10,000 and our total liabilities were $467,604.

Stockholders’ deficit was at $457,604 as of December 31, 2018 compared to deficit of $279,277 as of March 31, 2018.

We had $0 cash on hand as of December 31, 2018 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $768,404 as of December 31, 2018, compared to accumulated deficit of $590,577 as of March 31, 2018.

As at December 31, 2018, we had a working capital deficit of $457,604 compared with a working capital deficit of $279,777 as at March 31, 2018. The increase in working capital deficit was primarily attributed to the increase in amount due to related parties for advancement from directors paying off vendors on behalf of the Company.

Cash Flow from Operating Activities

We have not generated any positive cash flow from operating activities. For the nine-month period ended December 31, 2018, net cash flows used in operating activities was $214,223. The net cash used in operating activities for the nine-month period ended December 31, 2018 was attributed to a net loss of $177,827, increased by an increase in prepaid expenses of $4,167 and a decrease in accounts payable and accrued liabilities of $38,635, and was offset by an increase in accrued interest from note payable of $6,406.

Net cash flows used in operating activities was $64,333 for the six-month period ended December 31, 2017. The net cash used in operating activities for the nine-month period ended December 31, 2017 was attributed to a net loss of $102,650, increased by gain on settlement of $7,373, an increase in prepaid expenses of $8,333, and was offset by an increase in accounts payable and accrued liabilities of $48,785 and an increase in accrued interest from note payable of $5,238.

Cash Flow from Financing Activities

We have financed our operations primarily from either advances and loans from related and third parties or the issuance of equity instruments. For the nine-month period ended December 31, 2018, net cash from financing activities was $214,223 compared to $64,325 for the nine-month period ended December 31, 2017.

As of December 31, 2018, the Company owed $10,000 to the new Director of the Company appointed on December 8, 2018 for the payment of legal fees on behalf of the Company.

As of December 31, 2018, and March 31, 2018, the Company owed $334,684 and $130,461, respectively, to the former Director of the Company for the payment of professional fees on behalf of the Company.

As of December 31, 2018, and March 31, 2018, the Company owed $1,250 and $1,250 to a former shareholder for the payment of transfer agent termination fee on behalf of the Company.

On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of December 31, 2018, and March 31, 2018, the accrued interest payable on the convertible note was $12,673 and $6,267, respectively.

Going Concern

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the period ended March 31, 2018, relative to our ability to continue as a going concern. The Company, which has not generated any revenues, has incurred net losses, has nominal assets and a stockholders’ deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty

The Company is dependent on advances from its principal shareholders or other affiliated parties for continued funding. There are no commitments or guarantees from any third party to provide such funding nor is there any guarantee that the Company will be able to access the funding it requires to continue its operations.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to an investor in our securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation of S-K (§229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Management is not aware of any legal proceedings contemplated by any governmental authority or any other party involving us. As of the date of this Quarterly Report, no director, officer or affiliate is (i) a party adverse to us in any legal proceeding, or (ii) has an adverse interest to us in any legal proceedings. Management is not aware of any other legal proceedings pending or that have been threatened against us.

ITEM 1A. RISK FACTORS

As a “smaller reporting company” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits:

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.