NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS
M101 Corp. (the Company) was incorporated on May 20, 1980 as Concept Holding Corp. under the laws of the State of Utah.
On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased.
On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary, M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017. The Company currently has no business operations.
On November 2, 2019, a majority of shareholders approved a resolution to change the name of the Company to Xenous Holdings, Inc. (the Company). On November 19, 2019, the Company received notice that the Secretary of State of Nevada accepted the Company’s Certificate of Amendment to its Articles of Incorporation to change the name of the Company to Xenous Holdings, Inc.
NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the nine months ended December 31, 2019 are not necessarily indicative of the results that may be expected for the year ending March 31, 2020. The notes to the unaudited financial statements are condensed, as disclosures that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 2019 have been omitted. This report should be read in conjunction with the audited financial statements and the footnotes thereto for the fiscal year ended March 31, 2019 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on July 9, 2019.
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.
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.
We follow ASC 850,
”Related Party Disclosures,”
for the identification of related parties and disclosure of related party transactions (see Note 4).
Prepaid expenses relate to prepayment made for future services in advance and will be expensed over time as the benefit of the services is received in the future, expected within one year.
Recently Issued Accounting Pronouncements
Management has considered all recent accounting pronouncements issued and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.
Basic and Diluted Net Loss per Common Share
The Company computes basic and diluted earnings (loss) per share amounts in accordance with ASC Topic 260, “
Earnings per Share
.” Basic earnings (loss) per share is computed by dividing net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the reporting period. Diluted earnings (loss) per share reflects the potential dilution that could occur if stock options and other commitments to issue common stock were exercised or equity awards vest resulting in the issuance of common stock that could share in the earnings of the Company.
For the nine months ended December 31, 2019 and December 31, 2018, respectively, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive.
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Convertible Note- July 2017
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10,629,200
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10,629,200
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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.
The Company has not yet generated any revenue since its inception and has an operating loss of $56,182 for the nine months ended December 31, 2019. As of December 31, 2019, the Company has accumulated deficit of $866,260, and negative working capital of $555,460. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to the Company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.
We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. While we believe in the viability of our strategy to generate sufficient revenues in the future and in our ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue to cover operating expenses and in our ability to raise additional funds.
NOTE 4 - RELATED PARTY TRANSACTIONS
As of December 31, 2019 and March 31, 2019, total amounts due to related parties was $421,717 and $376,356, respectively, as follows:
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$
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11,590
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$
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-
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Amount due to former director
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408,877
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375,106
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Amount due to former shareholder
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1,250
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1,250
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$
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421,717
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$
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376,356
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During the nine months ended December 31, 2019, the director of the Company, appointed on October 4, 2019, advanced $11,590 to the Company for operating expense payments on behalf of the Company. As of December 31, 2019 and March 31, 2019, the Company owed $11,590 and $0, respectively, to the director of the Company.
During the nine months ended December 31, 2019 and 2018, the former director of the Company, who resigned on December 7, 2018, advanced $33,771 and $214,223, respectively, to the Company for operating expense payments on behalf of the Company. As of December 31, 2019 and March 31, 2019, the Company owed $408,877 and $375,106, respectively, to the former director of the Company.
As of December 31, 2019 and March 31, 2019, the Company owed $1,250 and $1,250, respectively, to a former shareholder for the payment of transfer agent termination fees on behalf of the Company.
The shareholder sold all his shareholdings to the new Director of the Company in December 2018.
Convertible notes payable consisted of the following at December 31, 2019 and March 31, 2019:
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Convertible Note- July 2017
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$
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106,292
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$
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106,292
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On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a former shareholder for the payment of the Company’s promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities of $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of December 31, 2019, and March 31, 2019, the accrued interest payable on the convertible note was $21,177 and $14,770, respectively.
The Company is authorized to issue an aggregate of 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at December 31, 2019 and March 31, 2019, no preferred shares have been issued.
The Company is authorized to issue an aggregate of 10,000,000,000 shares of common stock with a par value of $0.001 per share.
As of December 31, 2019 and March 31, 2019, the Company had 760,250,000 shares of common stock issued and outstanding.
NOTE 6 – SUBSEQUENT EVENTS
Management has evaluated subsequent events through the date these financial statements were issued. Based on our evaluation no material events have occurred that require disclosure.