UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

For the quarterly period ended ~~September~~December 3031, 2023

☐	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.)

Room 1120, 11th Floor, Peninsula Centre,

67 Mody Road

Tsim Sha Tsui, East Kowloon

Hong Kong

(Address of principal executive offices)

+852 6464-2017

(Registrant’s telephone number)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class:

Trading Symbol(s)

Name of each exchange

on which registered:

Common Stock

XITO

OTC Pink Sheets

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

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 ☐ No ☒

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated Filer	☐	Smaller reporting company	☒
(Do not check if a smaller reporting company)		Emerging growth company	☐

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

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

The number of shares of the issuer’s common stock outstanding as of ~~October~~January 30, ~~2023~~2024 was 760,250,000 shares, par value $0.001 per share.

XENOUS HOLDINGS, INC.

FORM 10-Q

Quarterly Period Ended ~~September~~December 3031, 2023

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets as of September 30, 2023 and March 31, 2023 (unaudited)	3
	Balance Sheets as of December 31, 2023 and March 31, 2023 (unaudited)	3
	Statements of Operations for the Six Months and Three Months ended September 30, 2023 and 2022 (unaudited)	4
	Statements of Operations for the Nine Months and Three Months ended December 31, 2023 and 2022 (unaudited)	4
	Statements of Changes in Stockholders' Deficit for the Six Months and Three Months ended September 30, 2023 and 2022 (unaudited)	5
	Statements of Changes in Stockholders’ Deficit for the Nine Months ended December 31, 2023 and 2022 (unaudited)	5
	Statements of Cash Flows for the Six Months and Three Months ended September 30, 2023 and 2022 (unaudited)	6
	Statements of Cash Flows for the Nine Months ended December 31, 2023 and 2022 (unaudited)	6
	Notes to the Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1110
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1412
Item 4.	Controls and Procedures	1412
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	1513
Item 1A.	Risk Factors	1513
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	1513
Item 3.	Defaults Upon Senior Securities	1513
Item 4.	Mine Safety Disclosures	1513
Item 5.	Other Information	1513
Item 6.	Exhibits	1614
SIGNATURES		1715

Table of Contents

~~ITEM~~Item 1. ~~FINANCIAL~~Financial ~~STATEMENTS~~Statements

XENOUS HOLDINGS, INC.

Balance Sheets

	September 30,2023			March 31,2023
	December 31, 2023			March 31, 2023
	(Unaudited)			(Audited)
ASSET
Current Asset
Prepaid expenses	$	-		$	-
Total Current Asset	$	-		$	-
Total Current Asset		-			-
TOTAL ASSET	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	2019,~~674~~260		$	13,966
Due to a related party		~~785~~801,~~285~~622			761,454
Total Current Liabilities		~~805~~820,~~959~~882			775,420
TOTAL LIABILITIES		~~805~~820,~~959~~882			775,420
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		(1,~~116~~131,~~759~~682	)		(1,086,220	)
Total Stockholders' Deficit		(~~805~~820,~~959~~882	)		(775,420	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

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

Table of Contents

XENOUS HOLDINGS, INC.

Statements of Operations

(unaudited)

	For the Three Months Ended						For the ~~Six~~Nine Months Ended
	September 30,			September 30,			September 30,			September 30,
	December 31,			December 31,			December 31,			December 31,
	2023			2022			2023			2022
OPERATING EXPENSES
General and administrative	$	~~351~~442		$	722		$	~~980~~1,422		$	~~217~~219
Professional fees		14,~~679~~481			13,580			2944,~~559~~040			2538,~~410~~990
		15,030			13,652			30,539			25,627
		14,923			13,582			45,462			39,209
NET LOSS	$	(1514,~~030~~923	)	$	(13,~~652~~582	)	$	(3045,~~539~~462	)	$	(2539,~~627~~209	)
Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic and Diluted Weighted Average Number of Common Shares		760,250,000			760,250,000			760,250,000			760,250,000

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

Table of Contents

XENOUS HOLDINGS, INC.

Statements of Changes in Stockholders’ Deficit

For the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022

(unaudited)

~~Six~~Nine months ended ~~September~~December 3031, 2023

											Total
	Common Stock										Total
	Common Stock				Capital			Accumulated			Stockholders'
	Number ofShares		Amount		CapitalDeficiency			AccumulatedDeficit			Stockholders'Deficit
	Number of Shares		Amount		Deficiency			Deficit			Deficit
Balance - March 31, 2023		760,250,000	$	760,250	$	(449,450	)	$	(1,086,220	)	$	(775,420	)
Net loss		-		-		-			(15,509	)		(15,509	)
Balance - June 30, 2023		760,250,000	$	760,250	$	(449,450	)	$	(1,101,729	)	$	(790,929	)
Net loss		-		-		-			(15,030	)		(15,030	)
Balance - September 30, 2023		760,250,000	$	760,250	$	(449,450	)	$	(1,116,759	)	$	(805,959	)
Net loss		-		-		-			(14,923	)		(14,923	)
Balance - December 31, 2023		760,250,000	$	760,250	$	(449,450	)	$	(1,131,682	)	$	(820,882	)

~~Six~~Nine months ended ~~September~~December 3031, 2022

											Total
	Common Stock										Total
	Common Stock				Capital			Accumulated			Stockholders'
	Number ofShares		Amount		CapitalDeficiency			AccumulatedDeficit			Stockholders'Deficit
	Number of Shares		Amount		Deficiency			Deficit			Deficit
Balance - March 31, 2022		760,250,000	$	760,250	$	(449,450	)	$	(1,028,502	)	$	(717,702	)
Net loss		-		-		-			(11,975	)		(11,975	)
Balance - June 30, 2022		760,250,000	$	760,250	$	(449,450	)	$	(1,040,477	)	$	(729,677	)
Net loss		-		-		-			(13,652	)		(13,652	)
Balance - September 30, 2022		760,250,000	$	760,250	$	(449,450	)	$	(1,054,129	)	$	(743,329	)
Net loss		-		-		-			(13,582	)		(13,582	)
Balance - December 31, 2022		760,250,000	$	760,250	$	(449,450	)	$	(1,067,711	)	$	(756,911	)

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

Table of Contents

XENOUS HOLDINGS, INC.

Statements of Cash Flows

(unaudited)

	For the Six Months Ended
	For the Nine Months Ended
	September 30,			September 30,
	December 31,			December 31,
	2023			2022
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(3045,~~539~~462	)	$	(2539,~~627~~209	)
Changes in operating assets and liabilities:
Prepaid expenses		-			72
Accounts payable and accrued liabilities		65,~~708~~294			(8,~~875~~873	)
Net cash used in operating activities		(2340,~~831~~168	)		(3448,~~430~~010	)
CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from related party advances		2340,~~831~~168			3448,~~430~~010
Net cash provided by financing activity		2340,~~831~~168			3448,~~430~~010
Net changes in cash and cash equivalents		-			-
Cash and cash equivalents - beginning of period		-			-
Cash and cash equivalents - end of period	$	-		$	-
Supplemental Cash Flow Disclosures
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-

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

Table of Contents

XENOUS HOLDINGS, INC.

Notes to the Unaudited Condensed Financial Statements

~~September~~December 3031, 2023

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Xenous Holdings, Inc. (the “Company”) was incorporated on May 20, 1980 as Dayne Weiss and Associates, Inc. under the laws of the State of Utah.

On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation, which became the surviving entity.

On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary, M101 Corp., a Nevada corporation, pursuant to Nevada Revised Statutes 92A.200, et seq. The effect of such merger is the Company is the surviving entity and changed its name to “M101 Corp.” The merger took effect on August 14, 2017.

On November 2, 2019, a majority of shareholders approved a resolution to change the name of the Company to Xenous Holdings, Inc. On November 19, 2019, the Company received notice that the Secretary of State of Nevada accepted the Company’s Certificate of Amendment to its Articles of Incorporation to change the name of the Company to Xenous Holdings, Inc. The Company currently has no business operations.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the ~~six~~nine months ended ~~September~~December ~~30,~~31 2023 are not necessarily indicative of the results that may be expected for the year ending March 31, 2024. 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 2023 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, 2023 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 28, 2023.

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.

7Fair ~~Table~~Value of ~~Contents~~Financial Instruments

ASC 820 “Fair Value ofMeasurements ~~Financial~~and ~~Instruments~~Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.

~~ASC~~These ~~820~~tiers “Fair Value Measurements and Disclosures” establishes a three-tier fair value hierarchy, which prioritizes the inputs in measuring fair value. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market.include:

~~These~~Level ~~tiers include~~1: defined as observable inputs such as quoted prices in active markets;

Level 12: defined as ~~observable~~ inputs ~~such~~other asthan quoted prices in active markets that are either directly or indirectly observable; and

Level 23: defined as unobservable inputs ~~other~~in ~~than~~which ~~quoted~~little ~~prices~~or inno ~~active~~market ~~markets~~data ~~that~~exists, ~~are~~therefore ~~either~~requiring ~~directly~~an orentity ~~indirectly~~to ~~observable;~~develop ~~and~~its own assumptions.

~~Level~~The 3:Company’s ~~defined~~financial asinstruments ~~unobservable~~consist ~~inputs~~primarily inof ~~which~~accounts ~~little~~payable orand nodebts. ~~market~~The ~~data~~carrying ~~exists,~~amounts ~~therefore~~of ~~requiring~~such anfinancial ~~entity~~instruments approximate their respective estimated fair value due to ~~develop~~the ~~its~~short-term ~~own~~maturities ~~assumptions~~and approximate market interest rates of these instruments.

~~The~~7 ~~Company’s~~Table ~~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.Contents

Basic and Diluted Earnings Per Share

The Company has adopted ASC Topic 260, ”Earnings per Share,”(“EPS”) which requires presentation of basic EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation. In the accompanying financial statements, basic earnings (loss) per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the period.

As of ~~September~~December 3031, 2023 and March 31, 2023, the Company did not have any potentially dilutive securities.

Related Parties

We follow ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions. (see Note 4).

Recently Issued Accounting Pronouncements

The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and do not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.

8In ~~Table~~May 2019, the FASB issued ASU 2019-05, which is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of ~~Contents~~Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company has accordingly adopted ASUs 2016-13 and 2019-05 in the preparation of its unaudited condensed consolidated financial statements. The adoption of the accounting standard had no material impact on the unaudited condensed consolidated financial statements for the nine months ended and as at December 31, 2023.

InNOTE ~~May~~3 ~~2019, the FASB issued ASU 2019~~-~~05,~~ ~~which~~GOING is an update to ASU Update No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which introduced the expected credit losses methodology for the measurement of credit losses on financial assets measured at amortized cost basis, replacing the previous incurred loss methodology. The amendments in Update 2016-13 added Topic 326, Financial Instruments—Credit Losses, and made several consequential amendments to the Codification. The amendments in this Update address those stakeholders’ concerns by providing an option to irrevocably elect the fair value option for certain financial assets previously measured at amortized cost basis. For those entities, the targeted transition relief will increase comparability of financial statement information by providing an option to align measurement methodologies for similar financial assets. Furthermore, the targeted transition relief also may reduce the costs for some entities to comply with the amendments in Update 2016-13 while still providing financial statement users with decision-useful information. In November 2019, the FASB issued ASU No. 2019-10, which to update the effective date of ASU No. 2016-13 for private companies, not-for-profit organizations and certain smaller reporting companies applying for credit losses, leases, and hedging standard. The new effective date for these preparers is for fiscal years beginning after December 15, 2022. ASU 2019-05 is effective for the Company for annual and interim reporting periods beginning January 1, 2023 as the Company is qualified as a smaller reporting company. The Company has accordingly adopted ASUs 2016-13 and 2019-05 in the preparation of its unaudited condensed consolidated financial statements. The adoption of the accounting standard had no material impact on the unaudited condensed consolidated financial statements for the six months ended and as at September 30, 2023.CONCERN

~~NOTE~~The 3Company -has ~~GOING~~not ~~CONCERN~~yet generated any revenue since its inception and has an operating loss and net loss of $45,462 for the nine months ended December 31, 2023. As of December 31, 2023, the Company has accumulated deficit of $1,131,682, negative operating cash flow of $40,168 and negative working capital of $820,882. 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 Major 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 ~~Company~~accompanying ~~has~~financial ~~not~~statements ~~yet~~have ~~generated~~been ~~any~~prepared ~~revenue~~assuming ~~since~~that ~~its~~the ~~inception~~Company ~~and~~will ~~has~~continue anas ~~operating~~a ~~loss~~going ~~and~~concern; ~~net loss of $30~~however,~~539~~ ~~for~~ the ~~six~~above ~~months~~conditions ~~ended~~raise ~~September~~substantial ~~30,~~doubt ~~2023.~~about ~~As of September 30, 2023,~~ the Company’s ~~has~~ability ~~accumulated~~to ~~deficit~~do ~~of $1,116,759, negative operating cash flow of $23,831 and negative working capital of $805,959~~so. The ~~Company’s~~financial ~~continuation~~statements asdo anot ~~going~~include ~~concern~~any isadjustments ~~dependent on its ability~~ to ~~execute~~reflect ~~its~~the ~~operation~~possible ~~plan~~future toeffects ~~generate~~on ~~sufficient~~the ~~cash~~recoverability ~~flows~~and ~~from~~classification ~~operations~~of toassets ~~meet~~or ~~its~~the ~~obligations~~amounts and~~/or~~ ~~obtaining~~classifications ~~additional~~of ~~financing~~liabilities ~~from~~that ~~its Major shareholders or other sources, as~~ may beresult ~~required.~~should ~~There can be no assurance that~~ the ~~necessary~~Company ~~debt or equity financing will~~ be ~~available~~unable orto ~~will~~continue beas ~~available~~a ongoing ~~terms acceptable to the Company~~concern.

~~The~~While ~~accompanying~~we ~~financial~~believe ~~statements~~in ~~have been prepared assuming that~~ the ~~Company~~viability ~~will~~of ~~continue~~our asstrategy ~~a going concern; however, the above conditions raise substantial doubt about the Company’s ability~~ to dogenerate ~~so.~~sufficient ~~The~~revenues ~~financial~~in ~~statements do not include any adjustments to reflect~~ the ~~possible~~ future ~~effects on the recoverability~~ and ~~classification~~in ofour ~~assets~~ability orto ~~the~~raise ~~amounts~~additional ~~and~~funds, ~~classifications~~there ofcan ~~liabilities that may result should the Company~~ be ~~unable~~no assurances to ~~continue~~that ~~as a going concern~~effect.

~~While~~8 weTable ~~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.~~ Contents

NOTE 4 - RELATED PARTY TRANSACTIONS

Due to Related Party

During the ~~six~~nine months ended ~~September~~December 3031, 2023 and 2022, Smartex Investment Ltd., the majority shareholder of the Company which is holding 82% of the Company’s common shares, advanced $2340,~~831~~168 and $3448,~~430~~010, respectively, to the Company for operating expenses. As of ~~September~~December 3031, 2023 and March 31, 2023, total amount due to Smartex Investment Ltd. was $~~785~~801,~~285~~622 and $761,454 respectively. The loan is non-interest bearing and due on demand.

9NOTE ~~Table~~5 of– ~~Contents~~SHARE CAPITAL

~~NOTE~~Preferred ~~5 – SHARE CAPITAL~~Stock

~~Preferred~~The ~~Stock~~Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2023 and March 31, 2023, no preferred shares have been issued.

~~The~~Common ~~Company is authorized to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of September 30, 2023 and March 31, 2023, no preferred shares have been issued.~~Stock

~~Common~~The ~~Stock~~Company is authorized to issue 10,000,000,000 shares of common stock with a par value of $0.001 per share.

~~The~~There ~~Company~~were isno ~~authorized~~stock toissuances ~~issue~~during 10the nine months ended December 31,~~000~~ 2023 and 2022. As of December 31,~~000~~ 2023 and March 31, 2023, the Company had 760,250,000 shares of common stock ~~with~~issued aand ~~par value of $0~~outstanding.~~001 per share.~~

~~There~~NOTE ~~were~~6 no– ~~stock~~SUBSEQUENT ~~issuances during the six months ended September 30, 2023 and 2022. As of September 30, 2023 and March 31, 2023, the Company had 760,250,000 shares of common stock issued and outstanding.~~EVENTS

~~NOTE~~In 6accordance –with ~~SUBSEQUENT~~ASC ~~EVENTS~~855-10, the Company has analyzed its operations subsequent to December 31, 2023 to the date these financial statements were issued and has determined that it does not have other material subsequent events to disclose in these financial statements except as stated below:

In ~~accordance~~November ~~with~~2022, ~~ASC~~the ~~855~~Company previously announced that it was conducting a full financial and legal due diligence of a Malaysia-~~10,~~based company involving the ~~Company~~plantations, ~~has~~inoculations, ~~analyzed~~cultivations, ~~its~~manufacturing, ~~operations~~marketing, ~~subsequent~~trading and conducting research and development of agricultural commodities in relation to ~~September~~Aquilaria 30trees and its related products. However, ~~2023~~the due diligence process related to the ~~date~~acquisition ~~these~~plan ~~financial~~is ~~statements~~still ~~were~~in ~~issued~~progress ~~and~~as ~~has~~at ~~determined~~the ~~that~~date itof ~~does~~this ~~not~~filing, ~~have~~and ~~other~~there ~~material~~is ~~subsequent~~no ~~events~~guarantee tothat ~~disclose~~the inacquisition ~~these~~plan ~~financial~~will ~~statements~~occur ~~except~~or asthat ~~stated~~all ~~below:~~relevant approvals will be obtained.

In ~~November~~February ~~2022~~2023, the Company previously announced that it was conducting a full financial and legal due diligence of a ~~Malaysia~~US-based company involving ~~the~~renewable ~~plantations,~~energies ~~inoculations,~~which ~~cultivations,~~have ~~manufacturing,~~been ~~marketing,~~awarded ~~trading~~a ~~and~~solar ~~conducting~~farm ~~research~~project ~~and~~backed ~~development~~by ofthe ~~agricultural~~US ~~commodities in relation to Aquilaria trees and its related products~~Government. However, the ~~due~~negotiations ~~diligence~~on ~~process~~the ~~related~~acquisition toterms ~~the~~were ~~acquisition~~unsuccessful ~~plan~~during isfinancial ~~still~~and inlegal ~~progress~~due diligence as at the date of ~~this~~previous filing~~, and there is no guarantee that the acquisition plan will occur or that all relevant approvals will be obtained~~.

In9 ~~February~~Table ~~2023, the Company previously announced that it was conducting a full financial and legal due diligence~~ of a US-based company involving renewable energies which have been awarded a solar farm project backed by the US Government. However, the negotiations on the acquisition terms were unsuccessful during financial and legal due diligence as at the date of previous filing.Contents

10ITEM ~~Table~~2. ofMANAGEMENT’S ~~Contents~~DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS.

~~ITEM~~When 2used 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. ~~MANAGEMENT’S~~Persons ~~DISCUSSION~~reviewing ~~AND~~this ~~ANALYSIS~~Quarterly OFReport ~~FINANCIAL~~are ~~CONDITIONS~~cautioned ~~AND~~that ~~RESULTS~~any OFforward-looking ~~OPERATIONS~~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 and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

~~When~~Plan used in this Quarterly Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Quarterly Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors. Such factors are discussed further below and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.Operation

~~Plan~~Our plan of ~~Operation~~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.

~~Our~~During ~~plan of operation for~~ the next 12 months, isour only foreseeable cash requirements will relate to: ~~(i)~~maintaining ~~consider~~our ~~guidelines~~good standing or the payment of ~~industries~~expenses inassociated 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 ~~may~~have not determined any business or industry in which our operations will be commenced, and we have annot ~~interest;~~identified ~~(ii)~~any ~~adopt~~prospective aventure ~~business~~as ~~plan~~of ~~regarding~~the ~~engaging~~date inof this Annual Report, it is impossible to predict the ~~business~~amount of any ~~selected~~such ~~industry;~~loan. ~~and~~Any ~~(iii)~~such loan will be on terms no less favorable to ~~commence~~us ~~such~~than ~~operations~~would ~~through~~be ~~funding~~available ~~and/~~from a commercial lender in an arm’s length transaction. No advance or ~~the~~loan ~~acquisition~~from ofany aaffiliate ~~“going~~will ~~concern”~~be ~~engaged~~required into be repaid as a condition to any ~~industry~~agreement ~~selected~~with future acquisition partners.

~~During~~Results ~~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.Operations

~~Results~~Three ofMonths ~~Operations~~Ended December 31, 2023 and 2022

Three Months Ended September 30, 2023 and 2022

	Three Months			Three Months
	Ended			Ended
	December 31,			December 31,
	2023			2022			Changes

Operating Expenses	$	14,923		$	13,582		$	1,341
Net Loss	$	(14,923	)	$	(13,582	)	$	(1,341	)

	Three Months			Three Months
	Ended			Ended
	September 30,			September 30,
	2023			2022			Changes
Operating Expenses	$	15,030		$	13,652		$	1,378
Net Loss	$	(15,030	)	$	(13,652	)	$	(1,378	)

We had no operations during the three months ended December 31, 2023 or 2022, nor do we have operations as of the date of this filing. We had a net loss of $14,923 and $13,582 for the three months ended December 31, 2023 and 2022, respectively. The increase in net loss was mainly attributable by the increase in professional fees.

11Nine ~~Table~~Months ofEnded ~~Contents~~December 31, 2023 and 2022

We had no operations during the three months ended September 30, 2023 or 2022, nor do we have operations as of the date of this filing. We had a net loss of $15,030 and $13,652 for the three months ended September 30, 2023 and 2022, respectively.

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2023			2022			Changes

Operating Expenses	$	45,462		$	39,209		$	6,253
Net Loss	$	(45,462	)	$	(39,209	)	$	(6,253	)

~~Six~~10 ~~Months~~Table ~~Ended~~of ~~September 30, 2023 and 2022~~Contents

	Six Months			Six Months
	Ended			Ended
	September 30,			September 30,
	2023			2022			Changes
Operating Expenses	$	30,539		$	25,627		$	4,912
Net Loss	$	(30,539	)	$	(25,627	)	$	(4,912	)

We had no operations during the nine months ended December 31, 2023 or 2022, nor do we have operations as of the date of this filing. We had a net loss of $45,462 and $39,209 for the nine months ended December 31, 2023 and 2022, respectively. The increase in net loss was mainly attributable by the increase in professional fees.

WeLiquidity ~~had no operations during the six months ended September 30, 2023 or 2022, nor do we have operations as of the date of this filing. We had a net loss of $30,539~~ and ~~$25,627~~Capital ~~for the six months ended September 30, 2023 and 2022, respectively. The increase in net loss was mainly attributable by the increase in professional fees.~~Resources

Liquidity and Capital Resources

	As of			As of
	December 31,			March 31,
	2023			2023			Changes

Current Asset	$	-		$	-		$	-
Current Liabilities	$	820,882		$	775,420		$	45,462
Working Capital (Deficiency)	$	(820,882	)	$	(775,420	)	$	(45,462	)

	As of			As of
	September 30,			March 31,
	2023			2023			Changes
Current Assets	$	-		$	-		$	-
Current Liabilities	$	805,959		$	775,420		$	30,539
Working Capital (Deficiency)	$	(805,959	)	$	(775,420	)	$	(30,539	)

As of December 31, 2023 and March 31, 2023, we had no current asset.

As of ~~September~~December 3031, 2023 and March 31, 2023, weour ~~had~~total noliabilities were $820,882 and $775,420, respectively, which were current ~~asset~~liabilities comprised of accounts payable, accrued liabilities, and related party advances.

AsStockholders’ ofdeficit ~~September~~was 30at $820,882 ~~2023~~as ~~and~~of ~~March~~December 31, 2023, ~~our~~compared ~~total~~to ~~liabilities~~deficit ~~were~~of $~~805,959 and $~~775,420, ~~respectively,~~as ~~which were current liabilities comprised~~ of ~~accounts~~March ~~payable~~31, ~~accrued liabilities, and related party advances~~2023.

~~Stockholders’~~We had no cash on hand as of December 31, 2023 or March 31, 2023 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $~~805~~1,~~959~~131,682 as of ~~September~~December 3031, 2023, compared to accumulated deficit of $~~775~~1,~~420~~086,220 as of March 31, 2023.

WeAs ~~had~~of noDecember ~~cash~~31, on2023, ~~hand~~we ashad a working capital deficit of ~~September~~$820,882 30compared with a working capital deficit of $775,420 ~~2023~~as orof March 31, 2023. toThe ~~meet~~increase ~~ongoing~~in ~~expenses~~working ~~and~~capital ~~debts~~deficit ~~that~~was ~~may~~attributed ~~accumulate.~~to ~~Accumulated~~an ~~deficit~~increase ~~was~~in atdue ~~$1,116,759~~to asrelated ofparty ~~September~~for ~~30,~~advancement ~~2023,~~from ~~compared~~the toCompany’s ~~accumulated~~majority ~~deficit~~shareholder ofpaying ~~$1,086,220~~off asvendors ofon ~~March~~behalf ~~31,~~of ~~2023~~the Company.

12 Table of Contents

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2023			2022			Changes

Net cash used in operating activities	$	(40,168	)	$	(48,010	)	$	7,842
Net cash provided by financing activities	$	40,168		$	48,010		$	(7,842	)
Net changes in cash and cash equivalents	$	-		$	-		$	-

AsCash ofFlow September 30, 2023, we had a working capital deficit of $805,959 compared with a working capital deficit of $775,420 as of March 31, 2023. The increase in working capital deficit was attributed to an increase in due to related party for advancement from ~~the~~Operating ~~Company’s majority shareholder paying off vendors on behalf of the Company.~~Activities

	Six Months			Six Months
	Ended			Ended
	September 30,			September 30,
	2023			2022			Changes
Net cash used in operating activities	$	(23,831	)	$	(34,430	)	$	10,599
Net cash provided by financing activities	$	23,831		$	34,430		$	(10,599	)
Net changes in cash and cash equivalents	$	-		$	-		$	-

We have not generated any positive cash flow from operating activities.

~~Cash~~For ~~Flow~~the ~~from~~nine ~~Operating~~months ~~Activities~~ended December 31, 2023, net cash flows used in operating activities was $40,168. The net cash used in operating activities for the nine months ended December 31, 2023 was attributed by a net loss of $45,462, decreased by an increase in accounts payable and accrued liabilities of $5,294.

WeFor ~~have~~the ~~not~~nine ~~generated~~months ~~any~~ended ~~positive~~December 31, 2022, net cash ~~flow~~flows ~~from~~used in operating activities was $48,010. The net cash used in operating activities for the nine months ended December 31, 2022 was attributed by a net loss of $39,209, decreased by a decrease in prepaid expenses of $72, and increased by a decrease in accounts payable and accrued liabilities of $8,873.

~~For~~Cash ~~the~~Flow ~~six~~from ~~months~~Investing ended September 30, 2023, net cash flows used in operating activities was $23,831. The net cash used in operating activities for the six months ended September 30, 2023 was attributed by a net loss of 30,539, decreased by an increase in accounts payable and accrued liabilities of $6,708.Activities

~~For~~During the ~~six~~nine months ended ~~September~~December 3031, ~~2022,~~2023 ~~net~~and ~~cash flows used in operating activities was $34,430. The net cash used in operating activities for the six months ended September 30,~~ 2022 ~~was attributed by a net loss of $25~~,~~627,~~ ~~decreased~~we byhad ano ~~decrease~~investing ~~in prepaid expenses of $72, and increased by a decrease in accounts payable and accrued liabilities of $8,875~~activities.

~~Cash~~11 ~~Flow~~Table ~~from~~of ~~Investing Activities~~Contents

~~During~~Cash ~~the~~Flow ~~six~~from ~~months~~Financing ~~ended September 30, 2023 and 2022, we had no investing activities.~~Activities

~~Cash~~We ~~Flow~~have financed our operations primarily from ~~Financing~~advances ~~Activities~~and loans from Smartex Investment Ltd., majority shareholder of the Company.

WeFor ~~have~~the ~~financed~~nine ~~our~~months ~~operations~~ended ~~primarily~~December ~~from~~31, ~~advances~~2023 and ~~loans~~2022, ~~from~~net ~~Smartex~~cash ~~Investment~~from ~~Ltd.,~~financing ~~majority~~activities ~~shareholder~~was of$40,168 ~~the~~and ~~Company~~$48,010, respectively.

~~For~~Going ~~the six months ended September 30, 2023 and 2022, net cash from financing activities was $23,831 and $34,430, respectively.~~Concern

~~Going~~Our ~~Concern~~independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the year ended March 31, 2023, relative to our ability to continue as a going concern. The Company, which has not generated any revenues, has incurred net losses, has net current liabilities 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.

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the year ended March 31, 2023, relative to our ability to continue as a going concern. The Company, ~~which~~is ~~has~~dependent ~~not~~on ~~generated~~advances ~~any~~from ~~revenues,~~its ~~has~~principal ~~incurred~~shareholders ~~net~~or ~~losses,~~other ~~has net~~affiliated ~~current~~parties ~~liabilities and~~for acontinued ~~stockholders’ deficit~~funding. ~~These~~There ~~conditions,~~are ~~among~~no ~~others,~~commitments ~~raise~~or ~~substantial~~guarantees ~~doubt~~from ~~about~~any ~~the~~third ~~Company’s~~party ~~ability~~ to ~~continue~~provide assuch afunding ~~going~~nor ~~concern. The Company’s continuation as a going concern~~ is ~~dependent~~there onany ~~its~~guarantee ~~ability~~that tothe ~~meet~~Company ~~its~~will ~~obligations, to obtain additional financing as may~~ be ~~required~~able ~~and ultimately~~ to ~~attain~~access ~~profitability.~~the ~~The~~funding ~~financial~~it ~~statements~~requires doto ~~not~~continue ~~include~~its ~~any adjustments that might result from the outcome of this uncertainty~~operations.

13Off-Balance ~~Table~~Sheet ~~of Contents~~Arrangements

~~The~~We ~~Company~~do isnot ~~dependent~~have onany ~~advances~~off-balance ~~from~~sheet ~~its~~arrangements ~~principal~~that ~~shareholders~~have or ~~other~~are ~~affiliated~~reasonably ~~parties~~likely ~~for~~to ~~continued~~have ~~funding.~~a ~~There~~current ~~are no commitments~~ or ~~guarantees~~future ~~from~~effect ~~any~~on ~~third~~our ~~party~~financial tocondition, ~~provide~~changes ~~such~~in ~~funding~~financial ~~nor~~condition, isrevenues ~~there~~or ~~any~~expenses, ~~guarantee~~results ~~that~~of ~~the~~operations, ~~Company~~liquidity, ~~will~~capital beexpenditures ~~able~~or tocapital ~~access~~resources ~~the~~that ~~funding~~is itmaterial ~~requires~~ to ~~continue~~an ~~its~~investor ~~operations~~in our securities.

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 Chief Executive Officer and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our Chief Executive Officer 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 Chief Executive Officer 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.

1412 Table of Contents

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.

1513 Table of Contents

ITEM 6. EXHIBITS

Exhibits:

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

1614 Table of Contents

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: November 1, 2023	By:	/s/ Jonathan Chan Ye Earn
DATED: February 6, 2024	By:	/s/ Jonathan Chan Ye Earn
		Jonathan Chan Ye Earn
		Chief Executive Officer (Principal Executive Officer)
	By:	/s/ Stephanie Mak
		Stephanie Mak
		Chief Financial Officer (Principal Financial Officer)

1715

Filing Compare · Xenous Holdings, Inc.