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 ~~December~~June 3130, ~~2024~~2025

☐	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~~RoadTsim Sha Tsui, East Kowloon

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 August ~~February 4~~6, 2025 was 760,250,000 shares, par value $0.001 per share.

XENOUS HOLDINGS, INC.

FORM 10-Q

Quarterly Period Ended ~~December~~June 3130, ~~2024~~2025

INDEX

		Page
PART I. FINANCIAL INFORMATION
Item 1.	Financial Statements	3
	Balance Sheets as of December 31, 2024 (unaudited) and March 31, 2024 (audited)	3
	Condensed Balance Sheets as of June 30, 2025 (unaudited) and March 31, 2025 (audited)	3
	Statements of Operations for the Nine Months and Three Months ended December 31, 2024 and 2023 (unaudited)	4
	Condensed Statements of Operations for the Three Months ended June 30, 2025 and 2024 (unaudited)	4
	Statements of Changes in Stockholders’ Deficit for the Nine Months ended December 31, 2024 and 2023 (unaudited)	5
	Condensed Statements of Changes in Stockholders’ Deficit for the Three Months ended June 30, 2025 and 2024 (unaudited)	5
	Statements of Cash Flows for the Nine Months ended December 31, 2024 and 2023 (unaudited)	6
	Condensed Statements of Cash Flows for the Three Months ended June 30, 2025 and 2024 (unaudited)	6
	Notes to the Unaudited Condensed Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	1211
Item 4.	Controls and Procedures	12
PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	13
Item 1A.	Risk Factors	13
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	13
Item 3.	Defaults Upon Senior Securities	13
Item 4.	Mine Safety Disclosures	13
Item 5.	Other Information	13
Item 6.	Exhibits	1314
SIGNATURES		1415

Table of Contents

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

XENOUS HOLDINGS, INC.

Condensed Balance Sheets

	December 31, 2024			March 31, 2024
	(Unaudited)			(Audited)
ASSET
TOTAL ASSET	$	-		$	-
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	20,077		$	23,085
Due to a related party		865,138			816,081
Total Current Liabilities		885,215			839,166
TOTAL LIABILITIES		885,215			839,166
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		(1,196,015	)		(1,149,966	)
Total Stockholders' Deficit		(885,215	)		(839,166	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

As of June 30, 2025 and March 31, 2025

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

	June 30, 2025			March 31, 2025
	Unaudited			Audited
ASSET

TOTAL ASSET	$	-		$	-

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	20,715		$	23,904
Due to a related party		898,218			879,718
Total Current Liabilities		918,933			903,622

TOTAL LIABILITIES		918,933			903,622

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		(1,229,733	)		(1,214,422	)
Total Stockholders' Deficit		(918,933	)		(903,622	)
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT	$	-		$	-

3The ~~Table~~accompanying notes are an integral part of ~~Contents~~these unaudited condensed financial statements.

~~XENOUS~~3 ~~HOLDINGS,~~Table ~~INC.~~of Contents

~~Statements~~XENOUS ofHOLDINGS, ~~Operations~~INC.

~~(Unaudited)~~Condensed Statements of Operations

	For the Three Months Ended						For the Nine Months Ended
	December 31,			December 31,			December 31,			December 31,
	2024			2023			2024			2023
OPERATING EXPENSES
General and administrative	$	314		$	442		$	1,234		$	1,422
Professional fees		14,580			14,481			44,815			44,040
		14,894			14,923			46,049			45,462
NET LOSS	$	(14,894	)	$	(14,923	)	$	(46,049	)	$	(45,462	)
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

For the Three Months ended June 30, 2025 and 2024

~~The accompanying notes are an integral part of these unaudited condensed financial statements.~~(Unaudited)

4 Table of Contents

	For the Three Months Ended
	June 30,			June 30,
	2025			2024

OPERATING EXPENSES
General and administrative	$	311		$	316
Professional fees		15,000			15,655
		15,311			15,971

NET LOSS	$	(15,311	)	$	(15,971	)

Basic and Diluted Loss per Common Share	$	(0.00	)	$	(0.00	)

Basic and Diluted Weighted Average Number of Common Shares		760,250,000			760,250,000

~~XENOUS~~ The ~~HOLDINGS,~~accompanying ~~INC~~notes are an integral part of these unaudited condensed financial statements.

~~Statements~~4 Table of ~~Changes in Stockholders’ Deficit~~Contents

~~For~~XENOUS ~~the nine months ended December 31~~HOLDINGS, ~~2024 and 2023~~INC.

~~(Unaudited)~~Condensed Statements of Changes in Stockholders’ Deficit

~~Nine~~For ~~Months~~the ~~Ended~~three ~~December~~months 31ended June 30, 2025 and 2024

	Common Stock										Total
	Number of Shares		Amount		CapitalDeficiency			AccumulatedDeficit			Stockholders'Deficit
Balance - March 31, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,149,966	)	$	(839,166	)
Net loss		-		-		-			(15,971	)		(15,971	)
Balance - June 30, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,165,937	)	$	(855,137	)
Net loss		-		-		-			(15,184	)		(15,184	)
Balance - September 30, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,181,121	)	$	(870,321	)
Net loss		-		-		-			(14,894	)		(14,894	)
Balance - December 31, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,196,015	)	$	(885,215	)

(Unaudited)

~~Nine~~Three Months Ended ~~December~~June 3130, ~~2023~~2025

	Common Stock										Total
											Total
	Number of Shares		Amount		CapitalDeficiency			AccumulatedDeficit			Stockholders'Deficit
	Common Stock				Capital			Accumulated			Stockholders'
Balance - March 31, 2023		760,250,000	$	760,250	$	(449,450	)	$	(1,086,220	)	$	(775,420	)
	Number of Shares		Amount		Deficiency			Deficit			Deficit
Net loss		-		-		-			(15,509	)		(15,509	)
Balance - March 31, 2025		760,250,000	$	760,250	$	(449,450	)	$	(1,214,422	)	$	(903,622	)
Balance - June 30, 2023		760,250,000	$	760,250	$	(449,450	)	$	(1,101,729	)	$	(790,929	)
Net loss									(15,311	)		(15,311	)
Net loss		-		-		-			(15,030	)		(15,030	)
Balance - June 30, 2025		760,250,000	$	760,250	$	(449,450	)	$	(1,229,733	)	$	(918,933	)
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	)

~~The~~Three ~~accompanying~~Months ~~notes~~Ended ~~are~~June an30, ~~integral part of these unaudited condensed financial statements.~~2024

5 Table of Contents

											Total
	Common Stock				Capital			Accumulated			Stockholders'
	Number of Shares		Amount		Deficiency			Deficit			Deficit

Balance - March 31, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,149,966	)	$	(839,166	)

Net loss		-		-		-			(15,971	)		(15,971	)
Balance - June 30, 2024		760,250,000	$	760,250	$	(449,450	)	$	(1,165,937	)	$	(855,137	)

~~XENOUS~~The ~~HOLDINGS,~~accompanying ~~INC~~notes are an integral part of these unaudited condensed financial statements.

~~Statements~~5 Table of ~~Cash Flows~~Contents

~~(Unaudited)~~XENOUS HOLDINGS, INC.

	For the Nine Months Ended
	December 31,			December 31,
	2024			2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(46,049	)	$	(45,462	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(3,008	)		5,294
Net cash used in operating activities		(49,057	)		(40,168	)
CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from related party advances		49,057			40,168
Net cash provided by financing activity		49,057			40,168
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	$	-		$	-

Condensed Statements of Cash Flows

~~The~~For ~~accompanying~~the ~~notes~~Three ~~are~~Months anended ~~integral~~June ~~part~~30, of2025 ~~these~~and ~~unaudited condensed financial statements.~~2024

~~6 Table of Contents~~(Unaudited)

XENOUS HOLDINGS, INC.

	For the Three Months Ended
	June 30,			June 30,
	2025			2024

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(15,311	)	$	(15,971	)
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		(3,189	)		(3,325	)
Net cash used in operating activities		(18,500	)		(19,296	)

CASH FLOWS FROM FINANCING ACTIVITY
Proceeds from related party advances		18,500			19,296
Net cash provided by financing activity		18,500			19,296

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	$	-		$	-

~~Notes~~The toaccompanying ~~the~~notes ~~Unaudited~~are ~~Condensed~~an ~~Financial~~integral ~~Statements~~part of these unaudited condensed financial statements.

~~December~~6 ~~31,~~Table ~~2024~~of Contents

~~NOTE~~XENOUS 1HOLDINGS, ~~- NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS~~INC.

~~Xenous~~Notes ~~Holdings,~~to ~~Inc. (~~the ~~“Company”)~~Unaudited ~~was~~Condensed ~~incorporated~~Financial ~~on May 20, 1980 as Dayne Weiss and Associates, Inc. under the laws of the State of Utah.~~Statements

OnJune ~~December 19~~30, ~~2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation, which became the surviving entity.~~2025

OnNOTE ~~July~~1 ~~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,~~NATURE ~~M101~~OF ~~Corp.,~~BUSINESS aAND ~~Nevada~~CONTINUANCE ~~corporation,~~OF 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.OPERATIONS

~~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~~was ~~notice~~incorporated ~~that~~on ~~the~~May ~~Secretary~~20, of1980 ~~State~~as ofDayne ~~Nevada~~Weiss ~~accepted~~and ~~the~~Associates, ~~Company’s~~Inc. ~~Certificate~~under ofthe ~~Amendment~~laws ~~to its Articles~~ of ~~Incorporation to change~~ the ~~name~~State of ~~the Company to Xenous Holdings, Inc~~Utah. ~~The Company currently has no business operations.~~

~~NOTE~~On 2December -19, ~~SUMMARY~~2014, OFthe ~~SIGNIFICANT~~Company ~~ACCOUNTING~~completed ~~POLICIES~~a change of domicile merger with Concept Holding Corp., a Nevada corporation, which became the surviving entity.

~~Basis~~On July 21, 2017, the Board of ~~Presentation~~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~~On ~~accompanying~~November ~~unaudited~~2, condensed 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 management2019, ~~all~~a ~~adjustments~~majority ~~(consisting~~ of ~~normal~~shareholders ~~recurring~~approved ~~adjustments) considered necessary for~~ a ~~fair~~resolution ~~presentation~~to ~~have~~change ~~been included. Operating results for~~ the ~~nine~~name ~~months ended December 31, 2024 are not necessarily indicative~~ of the ~~results~~Company ~~that~~to ~~may~~Xenous ~~be expected for the year ending March 31~~Holdings, ~~2025~~Inc. ~~The~~On ~~notes~~November to19, 2019, the ~~unaudited~~Company ~~financial~~received ~~statements~~notice ~~are condensed, as disclosures~~ that ~~would~~the ~~substantially~~Secretary ~~duplicate~~of ~~the~~State ~~disclosures~~of ~~contained~~Nevada inaccepted the ~~audited~~Company’s ~~financial~~Certificate ~~statements~~of ~~for~~Amendment ~~fiscal~~to ~~year~~its ~~2024~~Articles ~~have~~of ~~been~~Incorporation ~~omitted.~~to ~~This~~change ~~report should be read in conjunction with~~ the ~~audited~~name ~~financial~~of ~~statements and~~ the ~~footnotes~~Company ~~thereto~~to ~~for~~Xenous ~~the fiscal year ended March 31~~Holdings, ~~2024~~Inc. ~~included~~The ~~in the~~ Company’s ~~Form~~currently ~~10-K~~has asno ~~filed~~business ~~with the Securities and Exchange Commission on June 27, 2024~~operations.

~~Use~~NOTE of2 ~~Estimates~~- SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~The~~Basis ~~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.Presentation

~~Fair~~The ~~Value~~accompanying unaudited condensed 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 ~~Financial~~Regulation ~~Instruments~~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 three months ended June 30, 2025 are not necessarily indicative of the results that may be expected for the year ending March 31, 2026. 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 2025 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, 2025 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 27, 2025.

~~ASC~~Use ~~820~~of “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.Estimates

~~These~~The ~~tiers~~Company ~~include:~~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.

~~Level~~Fair 1:Value ~~defined~~of asFinancial ~~observable inputs such as quoted prices in active markets;~~Instruments

~~Level~~ASC 2:820 ~~defined~~“Fair asValue ~~inputs~~Measurements ~~other~~and ~~than~~Disclosures” ~~quoted~~establishes ~~prices~~a three-tier fair value hierarchy, which prioritizes the inputs in ~~active~~measuring ~~markets~~fair ~~that~~value. ~~are~~The ~~either~~hierarchy ~~directly~~prioritizes orthe ~~indirectly~~inputs into three levels based on the extent to which inputs used in measuring fair value are observable; ~~and~~in the market.

~~Level~~These 3:tiers ~~defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.~~include:

~~The~~Level ~~Company’s~~1: ~~financial~~defined ~~instruments~~as ~~consist~~observable ~~primarily~~inputs ~~of accounts payable and debts. The carrying amounts of~~ such ~~financial~~as ~~instruments~~quoted ~~approximate~~prices ~~their~~in ~~respective~~active ~~estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.~~markets;

7Level ~~Table~~2: ofdefined ~~Contents~~as inputs other than quoted prices in active markets that are either directly or indirectly observable; and

~~Basic~~Level ~~and~~3: ~~Diluted~~defined ~~Earnings~~as ~~Per~~unobservable ~~Share~~inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions.

~~The~~7 ~~Company~~Table ~~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.Contents

AsThe ofCompany’s ~~December~~financial ~~31,~~instruments ~~2024~~consist primarily of accounts payable and ~~2023,~~debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the ~~Company~~short-term ~~did~~maturities ~~not~~and ~~have~~approximate ~~any~~market ~~potentially~~interest ~~dilutive~~rates ~~securities~~of these instruments.

~~Related~~Basic ~~Parties~~and Diluted Earnings Per Share

WeThe ~~follow~~Company has adopted ASC ~~850~~Topic 260,~~“Related~~ ~~Party~~”Earnings ~~Disclosures~~per Share,”(“EPS”) ~~for~~which requires presentation of basic EPS on the ~~identification~~face of ~~related~~the ~~parties~~income statement for all entities with complex capital structures and ~~disclosure~~requires a reconciliation of ~~related~~the ~~party~~numerator ~~transactions~~and denominator of the basic EPS computation. ~~(see~~In ~~Note~~the 4accompanying 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.

~~Recently~~As ~~Issued~~of ~~Accounting~~June ~~Pronouncements~~30, 2025 and 2024, the Company did not have any potentially dilutive securities.

~~The~~Related 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.Parties

InWe ~~December~~follow ~~2023,~~ASC ~~the FASB issued ASU No. 2023-09~~850,“Related ~~Income~~Party ~~Taxes (Topic 740) - Improvements to Income Tax~~ Disclosures” ~~("ASU~~for ~~2023-09"), which is intended to enhance~~ the ~~transparency~~identification ~~and decision usefulness~~ of ~~income~~related ~~tax~~parties ~~disclosures. The amendments in ASU 2023-09 provide for enhanced income tax information primarily through changes to the rate reconciliation~~ and ~~income~~disclosure ~~taxes~~of ~~paid~~related ~~information.~~party ~~ASU 2023-09 is effective for the Company prospectively to all annual periods beginning after December 15, 2024~~transactions. ~~Early~~(see ~~adoption~~Note ~~is permitted~~4). ~~We are currently evaluating the impact this update will have on our unaudited condensed consolidated financial statements and disclosures.~~

InRecently ~~November~~Issued ~~2023,~~Accounting the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280) - Improvements to Reportable Segment Disclosures ("ASU 2023-07"), which require public companies disclose significant segment expenses and other segment items on an annual and interim basis and to provide in interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We do not believe that this accounting pronouncement will have any material impact on our financial statements or disclosures upon adoption. Pronouncements

~~NOTE~~The 3Company -has ~~GOING~~reviewed ~~CONCERN~~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.

~~The~~Recently ~~Company~~Adopted ~~has~~Accounting not yet generated any revenue since its inception and has an operating loss and net loss of $46,049 for the nine months ended December 31, 2024. As of December 31, 2024, the Company has accumulated deficit of $1,196,015, negative operating cash flow of $49,057 and negative working capital of $885,215. 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 shareholder 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.Standards

~~The~~In ~~accompanying~~December ~~financial~~2023, ~~statements~~the ~~have~~FASB ~~been~~issued ~~prepared~~ASU ~~assuming~~No. ~~that~~2023-09, ~~the~~Income ~~Company~~Taxes ~~will~~(Topic ~~continue~~740) as- aImprovements ~~going~~to ~~concern;~~Income ~~however,~~Tax ~~the~~Disclosures ~~above~~("ASU ~~conditions~~2023-09"), ~~raise~~which ~~substantial~~is ~~doubt~~intended ~~about~~to enhance the ~~Company’s~~transparency ~~ability~~and todecision dousefulness soof income tax disclosures. The ~~financial~~amendments ~~statements~~in doASU ~~not~~2023-09 ~~include~~provide ~~any~~for ~~adjustments~~enhanced toincome ~~reflect~~tax ~~the~~information ~~possible~~primarily ~~future~~through ~~effects~~changes onto the ~~recoverability~~rate reconciliation and ~~classification~~income oftaxes ~~assets~~paid orinformation. ASU 2023-09 is effective for the ~~amounts~~Company ~~and~~prospectively ~~classifications~~to ofall ~~liabilities~~annual ~~that~~periods ~~may~~beginning ~~result~~after ~~should~~December 15, 2024. Early adoption is permitted. We are currently evaluating the ~~Company~~impact bethis ~~unable~~update towill ~~continue~~have ason aour ~~going~~unaudited ~~concern~~condensed consolidated financial statements and disclosures.

~~While~~In weNovember ~~believe~~2023, in the ~~viability~~FASB ofissued ~~our~~ASU ~~strategy~~No. 2023-07, Segment Reporting (Topic 280) - Improvements to ~~generate~~Reportable ~~sufficient~~Segment ~~revenues~~Disclosures in("ASU ~~the~~2023-07"), ~~future~~which require public companies disclose significant segment expenses and inother ~~our~~segment ~~ability~~items on an annual and interim basis and to ~~raise~~provide ~~additional~~in ~~funds~~interim periods all disclosures about a reportable segment's profit or loss and assets that are currently required annually. The guidance is effective for public entities for fiscal years beginning after December 15, ~~there~~2023, ~~can~~and beinterim noperiods ~~assurances~~within fiscal years beginning after December 15, 2024. Early adoption is permitted. The guidance is applied retrospectively to all periods presented in the financial statements, unless it is impracticable. We do not believe that ~~effect~~this accounting pronouncement will have any material impact on our financial statements or disclosures upon adoption.

8NOTE ~~Table~~3 of- ~~Contents~~GOING CONCERN

~~NOTE~~The 4Company -has ~~RELATED~~not ~~PARTY~~yet ~~TRANSACTIONS~~generated any revenue since its inception and has an operating loss and net loss of $15,311 for the year ended June 30, 2025. As of June 30, 2025, the Company has accumulated deficit of $1,229,733, negative operating cash flow of $18,500 and negative working capital of $918,933. 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 shareholder 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.

~~Due~~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 ~~Related~~do ~~Party~~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.

~~During~~While ~~the~~we ~~nine~~believe ~~months~~in ~~ended December 31, 2024 and 2023, Smartex Investment Ltd.,~~ the ~~majority~~viability ~~shareholder~~ of ~~the~~our ~~Company~~strategy ~~which~~to isgenerate ~~holding~~sufficient ~~82%~~revenues ofin the ~~Company’s~~future ~~common shares, advanced $49,057~~ and ~~$40,168,~~in ~~respectively,~~our ability to ~~the~~raise ~~Company~~additional ~~for operating expenses. As of December 31~~funds, ~~2024~~there ~~and~~can ~~March~~be ~~31,~~no ~~2024,~~assurances ~~total amount due~~ to ~~Smartex~~that ~~Investment Ltd~~effect. ~~was $865,138 and $816,081 respectively. The loan is non-interest bearing and due on demand.~~

~~NOTE~~8 5Table –of ~~SHARE CAPITAL~~Contents

~~Preferred~~NOTE ~~Stock~~4 - RELATED PARTY TRANSACTIONS

~~The~~Due ~~Company is authorized~~ to ~~issue~~Related ~~10,000,000 shares of preferred stock with a par value of $0.001 per share. As of December 31, 2024 and March 31, 2024, no preferred shares have been issued.~~Party

~~Common~~During ~~Stock~~the three months ended June 30, 2025 and 2024, Smartex Investment Ltd., the majority shareholder of the Company which is holding 82% of the Company’s common shares, advanced $18,500 and $19,296, respectively, to the Company for operating expenses. As of June 30, 2025 and March 31, 2025, total amount due to Smartex Investment Ltd. was $898,218 and $879,718 respectively. The loan is non-interest bearing and due on demand.

~~The~~NOTE ~~Company~~5 is– ~~authorized~~SHARE ~~to issue 10,000,000,000 shares of common stock with a par value of $0.001 per share.~~CAPITAL

~~There~~Preferred ~~were no stock issuances during the nine months ended December 31, 2024 and 2023. As of December 31, 2024 and March 31, 2024, the Company had 760,250,000 shares of common stock issued and outstanding.~~Stock

~~NOTE~~The 6Company –is ~~SUBSEQUENT~~authorized ~~EVENTS~~to issue 10,000,000 shares of preferred stock with a par value of $0.001 per share. As of June 30, 2025 and March 31, 2025, no preferred shares have been issued.

InCommon accordance with ASC 855-10, the Company has analyzed its operations subsequent to December 31, 2024 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:Stock

InThe ~~November 2022, the~~ Company ~~announced~~is ~~that~~authorized itto ~~was~~issue ~~conducting a full financial and legal due diligence of a Malaysia-based company involving the plantations~~10, ~~inoculations~~000, ~~cultivations~~000,000 ~~manufacturing,~~shares ~~marketing, trading and conducting research and development~~ of ~~agricultural~~common ~~commodities~~stock inwith ~~relation to Aquilaria trees and its related products. The preliminary due diligence for its target acquisition company has been successfully completed. This critical first phase has yielded~~ a ~~positive~~par ~~outcome, confirming our confidence in the potential~~ value of ~~the target company~~$0.001 ~~The~~per ~~Company is now progressing with further due diligence, specifically focusing on the intangible assets and the valuation of these assets~~share. This thorough assessment is essential to ensure a comprehensive evaluation of the acquisition target. The due diligence process is expected to be completed by the first half of calendar year 2025. Following the successful conclusion of this final phase, the acquisition will proceed formally, in line with our previous announcements. The Company remains committed to transparency and will continue to keep stakeholders informed of any significant developments. We appreciate the ongoing support from our investors, partners, and customers as we move forward with this strategic acquisition.

9There ~~Table~~were no stock issuances during the three months ended June 30, 2025 and 2024. As of ~~Contents~~June 30, 2025 and March 31, 2025, the Company had 760,250,000 shares of common stock issued and outstanding.

NOTE 6 – SUBSEQUENT EVENTS

In accordance with ASC 855-10, the Company has analyzed its operations subsequent to June 30, 2025 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 November 2022, the Company announced that it was conducting a full financial and legal due diligence of a Malaysia-based company involving the plantations, inoculations, cultivations, manufacturing, marketing, trading and conducting research and development of agricultural commodities in relation to Aquilaria trees and its related products. The preliminary due diligence for its target acquisition company has been successfully completed. This critical first phase has yielded a positive outcome, confirming our confidence in the potential value of the target company. The Company is now progressing with further due diligence, specifically focusing on the intangible assets and the valuation of these assets. This thorough assessment is essential to ensure a comprehensive evaluation of the acquisition target. The due diligence process is expected to be completed by the second half of calendar year 2025. Following the successful conclusion of this final phase, the acquisition will proceed formally, in line with our previous announcements. The Company remains committed to transparency and will continue to keep stakeholders informed of any significant developments. We appreciate the ongoing support from our investors, partners, and customers as we move forward with this strategic acquisition.

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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 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 under “Trends and Uncertainties,” and also include general economic factors and conditions that may directly or indirectly impact our financial condition or results of operations.

Plan of Operation

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

During the next 12 months, our only foreseeable cash requirements will relate to maintaining our good standing or the payment of expenses associated with legal fees, accounting fees and reviewing or investigating any potential business venture, which may be advanced by management or principal stockholders as loans to us. Because we have not determined any business or industry in which our operations will be commenced, and we have not identified any prospective venture as of the date of this Annual Report, it is impossible to predict the amount of any such loan. Any such loan will be on terms no less favorable to us than would be available from a commercial lender in an arm’s length transaction. No advance or loan from any affiliate will be required to be repaid as a condition to any agreement with future acquisition partners.

Results of Operations

Three Months Ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024

	Three Months			Three Months
	Ended			Ended
	December 31,			December 31,
	June 30,			June 30,
	2024			2023			Changes
	2025			2024			Changes
Operating Expenses	$	1415,~~894~~311		$	1415,~~923~~971		$	(29660	)
Net Loss	$	(1415,~~894~~311	)	$	(1415,~~923~~971	)	$	29660

We had no operations during the three months ended ~~December~~June 3130, ~~2024~~2025 or ~~2023~~2024, nor do we have operations as of the date of this filing. We had a net loss of $1415,~~894~~311 and $1415,~~923~~971 for the three months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, respectively. The decrease in net loss was mainly attributable by the decrease in ~~general~~audit ~~and administrative~~invoices.

Nine Months Ended December 31, 2024 and 2023

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2024			2023			Changes
Operating Expenses	$	46,049		$	45,462		$	587
Net Loss	$	(46,049	)	$	(45,462	)	$	(587	)

We had no operations during the nine months ended December 31, 2024 or 2023, nor do we have operations as of the date of this filing. We had a net loss of $46,049 and $45,462 for the nine months ended December 31, 2024 and 2023, respectively. The increase in net loss was mainly attributable by the increase in professional fees.

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Liquidity and Capital Resources

	As of			As of
	December 31,			March 31,
	June 30,			March 31,
	2024			2024			Changes
	2025			2025			Changes
Current Assets	$	-		$	-		$	-
Current Liabilities	$	~~885~~918,~~215~~933		$	~~839~~903,~~166~~622		$	4615,~~049~~311
Working Capital (Deficiency)	$	(~~885~~918,~~215~~933	)	$	(~~839~~903,~~166~~622	)	$	(4615,~~049~~311	)

As of ~~December~~June 3130, ~~2024~~2025 and March 31, 2024, we had no current asset.

As of ~~December~~June 3130, ~~2024~~2025 and March 31, ~~2024~~2025, our total liabilities were $~~885~~918,~~215~~933 and $~~839~~903,~~166~~622, respectively, which were current liabilities comprised of accounts payable, accrued liabilities, and related party advances.

Stockholders’ deficit was at $~~885~~918,~~215~~933 as of ~~December~~June 3130, ~~2024~~2025, compared to deficit of $~~839~~903,~~166~~622 as of March 31, ~~2024~~2025.

We had no cash on hand as of ~~December~~June 3130, ~~2024~~2025 or March 31, ~~2024~~2025 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $1,~~196~~229,~~015~~733 as of ~~December~~June 3130, ~~2024~~2025, compared to accumulated deficit of $1,~~149~~214,~~966~~422 as of March 31, ~~2024~~2025.

As of ~~December~~June 3130, ~~2024~~2025, we had a working capital deficit of $~~885~~918,~~215~~933 compared with a working capital deficit of $~~839~~903,~~166~~622 as of March 31, ~~2024~~2025. The increase in working capital deficit was attributed to an increase in due to related party for advancement from the Company’s majority shareholder paying off vendors on behalf of the Company.

	Nine Months			Nine Months
	Ended			Ended
	December 31,			December 31,
	2024			2023			Changes
Net cash used in operating activities	$	(49,057	)	$	(40,168	)	$	(8,889	)
Net cash provided by financing activities	$	49,057		$	40,168		$	8,889
Net changes in cash and cash equivalents	$	-		$	-		$	-

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Cash Flow from Operating Activities

	Three Months			Three Months
	Ended			Ended
	June 30,			June 30,
	2025			2024			Changes

Net cash used in operating activities	$	(18,500	)	$	(19,296	)	$	796
Net cash provided by financing activities	$	18,500		$	19,296		$	(796	)
Net changes in cash and cash equivalents	$	-		$	-		$	-

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

For the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025, net cash flows used in operating activities was $4918,~~057~~500. The net cash used in operating activities for the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 was attributed by a net loss of $4615,~~049~~311, increased by a decrease in accounts payable and accrued liabilities of $3,~~008~~189.

For the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024, net cash flows used in operating activities was $4019,~~168~~296. The net cash used in operating activities for the ~~nine~~three months ended ~~December~~June 3130, ~~2023~~2024 was attributed by to a net loss of $4515,~~462~~971, ~~decreased~~increased by ana ~~increase~~decrease in accounts payable and accrued liabilities of $53,~~294~~325.

Cash Flow from Investing Activities

During the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, we had no investing activities.

Cash Flow from Financing Activities

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

For the ~~nine~~three months ended ~~December~~June 3130, ~~2024~~2025 and ~~2023~~2024, net cash from financing activities was $4918,~~057~~500 and $4019,~~168~~296, respectively.

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Going Concern

Our independent auditors have added an explanatory paragraph to their audit issued in connection with the financial statements for the year ended March 31, ~~2024~~2025, 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.

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).

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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~~Chief Financial Officer, to allow timely decisions regarding required disclosures.

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

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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.

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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
32.2		Section 1350 Certification by Chief Financial Officer

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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: February 14, 2025	By:	/s/ Jonathan Chan Ye Earn
DATED: August 13, 2025	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)

1415

Filing Compare · Xenous Holdings, Inc.