UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period ended ~~March~~June 3130, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from __________________ to __________________

Commission File Number: 000-53749

X METAVERSE INC.

(Name of Small Business Issuer in its Charter)

Nevada

98-0632051

(State or Other Jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

Room 1105, 11/F, Hip Kwan Commercial Building, No. 38 Pitt Street,

Yau Ma Tei, Kowloon, Hong Kong

00000

(Address of Principal Executive Offices)

+852 29803733

(Issuer’s Telephone Number)

Securities registered pursuant to Section 12(b) of the Act: None

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock	N/A	N/A

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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 such files). Yes ☐ No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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 ☒
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 ☐

Number of shares outstanding of each of the issuer’s classes of common equity, as of ~~June~~August 2115, 2023: 110,000 shares of Common Stock, par value US $0.001.

CAUTIONARY STATEMENT REGARDING FORWARD LOOKING INFORMATION

The discussion contained in this 10-Q under the Securities Exchange Act of 1934, as amended, contains forward-looking statements that involve risks and uncertainties. The issuer’s actual results could differ significantly from those discussed herein. These include statements about our expectations, beliefs, intentions or strategies for the future, which we indicate by words or phrases such as “anticipate,” “expect,” “intend,” “plan,” “will,” “we believe,” “the Company believes,” “management believes” and similar language, including those set forth in the discussions under “Notes to Financial Statements” and “Management’s Discussion and Analysis or Plan of Operation” as well as those discussed elsewhere in this Form 10-Q. We base our forward-looking statements on information currently available to us, and we assume no obligation to update them. Statements contained in this Form 10-Q that are not historical facts are forward-looking statements that are subject to the “safe harbor” created by the Private Securities Litigation Reform Act of 1995.

TABLE OF CONTENTS

	Page
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)	4
Condensed Balance Sheets	4
Condensed Statements of Operations	5
Condensed Statements of Cash Flows	6
Condensed Statements of Stockholders’ Deficit	7
Notes to Financial Statements	8
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS	15
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1817
ITEM 4. CONTROLS AND PROCEDURES	18
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS	19
ITEM 1A. RISK FACTORS	19
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	19
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	19
ITEM 4. MINE SAFETY DISCLOSURES	19
ITEM 5. OTHER INFORMATION	19
ITEM 6. EXHIBITS	19
SIGNATURES	20
INDEX TO EXHIBITS	21

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (UNAUDITED)

X Metaverse Inc.

Condensed Balance Sheets

As of ~~March~~June 3130, 2023 (unaudited) and December 31, 2022 (audited)

(Stated in US Dollars)

	At March 31,			At December 31,
	At June 30,			At December 31,
	2023			2022
	$	$		$	$
ASSETS
Current Assets:
Cash and cash equivalents		–			–
Prepaid expenses		–			–
Total Current Assets		–			–
TOTAL ASSETS		–			–
LIABILITIES AND STOCKHOLDERS’ DEFICIT
LIABILITIES
Current Liabilities:
Accrued expenses		3517,~~215~~635			28,194
Amounts due to related parties		~~381~~410,~~178~~488			381,178
Total Current Liabilities		~~416~~428,~~393~~123			409,372
TOTAL LIABILITIES		~~416~~428,~~393~~123			409,372
STOCKHOLDERS’ DEFICIT
Common stock Par value: US$0.001 authorized: 1,200,000,000; issued and outstanding: 110,000 as of March 31, 2023 and December 31, 2022		110			110
Common stock Par value: US$0.001 Authorized: 2020 – 1,200,000,000 shares - Issued and outstanding: June 30, 2023 and December 31, 2022 – 110,000 shares		110			110
Additional paid-in capital		347,052			347,052
Accumulated deficit		(~~763~~775,~~555~~285	)		(756,534	)
TOTAL STOCKHOLDERS’ DEFICIT		(~~416~~428,~~393~~123	)		(409,372	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		–			–

See accompanying notes to condensed financial statements.

X Metaverse Inc.

Condensed Statements of Operations

For the Six and Three Months Periods Ended ~~March 31~~June 30, 2023 and 2022

(Stated in US Dollars)

(Unaudited)

	For the Three Months Periods Ended March 31,
	For the Three months ended June 30,						For the Six months ended June 30,
	2023			2022			2023			2022
	$	$		$	$			$			$
Revenue		–			–
Net sales		–			–			–			–
Professional fees		7,021			19,302
Cost of sales		–			–			–			–
General and administrative		–			–
Gross Profit		–			–			–			–
Total operating expenses		7,021			19,302
Operating expenses
Net loss and comprehensive loss		(7,021	)		(19,302	)
Professional fees		10,750			6,529			17,771			25,831
Net loss per share
General and administrative		980			2,800			980			2,800
- Basic and diluted		(0.06	)		(0.18	)
Total operating expenses		11,730			9,329			18,751			28,631
Weighted average shares of common stock
Net loss and comprehensive loss		(11,730	)		(9,329	)		(18,751	)		(28,631	)
- Basic and diluted		110,000			110,000
Loss per share of common stock - Basic and diluted		(0.110	)		(0.085	)		(0.170	)		(0.260	)
Weighted average shares of common stock - Basic and diluted		110,000			110,000			110,000			110,000

See accompanying notes to condensed financial statements.

X Metaverse Inc.

Condensed Statements of Cash Flows

For the Six and Three Months Periods Ended ~~March 31~~June 30, 2023 and 2022

(Stated in US Dollars)

(Unaudited)

	For the Three Months Periods Ended March 31,
	For the Six Months Periods Ended June 30,
	2023			2022
	$	$		$	$
Cash flows from operating activities:
Net loss		(718,~~021~~751	)		(1928,~~302~~631	)
Adjustments to reconcile Net Income
Debt conversion to equity		–			–
Changes in current assets and liabilities
Increase/(decrease) in amount due to related parties		–(10,559	)		615,~~000~~331
(Increase)/decrease in prepaid expenses		–			–
Increase in accrued expenses and other payables		729,~~021~~310			13,~~302~~330
Net cash (used in)/provided by operating activities		–			–
Cash flows from financing activities:
Net (decrease)/increase in cash and cash equivalents		–			–
Cash and cash equivalents at beginning of the period		–			–
Cash and cash equivalents at end of the period		–			–
Supplementary disclosures of cash flow information:
Cash paid for interest		–			–
Cash paid for income taxes		–			–

See accompanying notes to condensed financial statements.

X Metaverse Inc.

Condensed Statements of Change in Stockholders’ Deficit

(Stated in US Dollars)

(Unaudited)

	Common Stock				~~Common~~Additional ~~Stock to be~~Paid-In		~~Additional Paid-In~~Accumulated			~~Accumulated~~
	Shares		Amount		~~Subscribed~~Capital		~~Capital~~Deficit			~~Deficit~~Total			~~Total~~
			$	$	$	$	$	$		$	$		$
Balance, December 31, 2022		110,000		110		–347,052		~~347~~(756,~~052~~534	)		(~~756~~409,~~534~~372	)		~~(409,372~~	)
Net loss and comprehensive loss		–		–		–		–(18,751	)		(718,~~021~~751	)		~~(7,021~~	)
Balance, March 31, 2023		110,000		110		–		347,052			(763,555	)		(416,393	)
Balance, June 30, 2023		110,000		110		347,052		(775,285	)		(428,123	)
Balance, December 31, 2021		110,000		110		–		347,052			(709,937	)		(362,775	)
April 1, 2023		110,000		110		347,052		(763,555	)		(416,393	)
Net loss and comprehensive loss		–		–		–		–(11,730	)		(1911,~~302~~730	)		~~(19,302~~	)
Balance, March 31, 2022		110,000		110		–		347,052			(729,249	)		(382,077	)
Balance, June 30, 2023		110,000		110		347,052		(775,285	)		(428,123	)

Balance, December 31, 2021	110,000	110	347,052	(709,937	)	(362,775	)
Net loss and comprehensive loss	–	–	–	(28,631	)	(28,631	)

Balance, June 30, 2022	110,000	110	347,052	(738,569	)	(391,407	)



April 1, 2022	110,000	110	347,052	(729,240	)	(382,078	)
Net loss and comprehensive loss	–	–	–	(9,329	)	(9,329	)

Balance, June 30, 2022	110,000	110	347,052	(738,569	)	(391,407	)

See accompanying notes to condensed financial statements.

X METAVERSE INC.

NOTES TO CONDENSED FINANCIAL STATEMENTS

FOR THE ~~PERIOD~~SIX MONTHS ENDED ~~MARCH~~JUNE 3130, ~~2022~~2023

(Unaudited)

1. Basis of presentation

The accompanying unaudited condensed financial statements have been prepared by management in accordance with both accounting principles generally accepted in the United States (“GAAP”), and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Certain information and note disclosures normally included in audited financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to those rules and regulations, although the Company believes that the disclosures made are adequate to make the information not misleading.

In the opinion of management, the balance sheet as as of December 31, 2022, which has been derived from audited financial statements, and these unaudited condensed financial statements ~~reflect~~ reflect all normal and recurring adjustments considered necessary to state fairly the results for the periods presented. The results for the period ended ~~March~~June 3130, 2023 are not necessarily indicative of the results to be expected for the entire fiscal year ending December 31, 2023 or for any future period.

These unaudited condensed financial statements and notes thereto should be read in conjunction with the Management’s Discussion and the audited financial statements and notes thereto included in the Annual Report on Form 10-K for the year ended December 31, 2022.

2. Organization and business background

X Metaverse Inc. (the “Company”), ~~formerly~~ formerly known as ~~Domain~~Mi1 ~~Extremes~~Global Telco., Inc., was organized under the laws of the State of Nevada on January 23, 2006.

The Company was principally engaged in advertisements on websites and applications. The Company’s original goal was to become a major network on travel, food, entertainment, activities and city life. The Company launched the website www.drinkeat.com, which provides reviews of restaurants in Hong Kong. Due to the drop in readership and advertising, the Company decided to terminate its website operation in May 2018. The Company is actively looking for new investment opportunities and new source of revenue.

On May 1, 2017, the Company filed with the Nevada Secretary of State a certificate of amendment (the “Amendment”) to the Company’s Articles of Incorporation. The Amendment, previously approved by the Company’s board of directors on August 31, 2016 and stockholders on November 4, 2016, changed (a) the name of the Company from “Domain Extremes Inc.” to “Mi1 Global ~~TelCo~~Telco., Inc.” and (b) the authorized shares of common stock, par value $0.001, from 200,000,000 shares to 1,200,000,000 shares. The Amendment became effective upon its filing. The name change will become effective with FINRA on July 19, 2017.

On October 24, 2017, the Company effectuated a reverse split of the Company’s issued and outstanding common stock on a 1 for 10,000 (1:10,000) basis, pursuant to which the authorized shares of common stock remained 1,200,000,000 shares and the par value remained $0.001. All share and earnings per share information have been retroactively adjusted to reflect the stock split in the financial statements.

On March 24, 2020, Mr. Kok Seng Yeap purchased 100% of the shares of Mi1 Global Limited, which owns 9,156 shares of the common stock of the Company. As a result, Kok Seng Yeap became the beneficial owner of 9,156 shares of the common stock of the Company. On March 24, 2020, Mr. Lim Kock Chiang resigned as the Chief Executive Officer, Chief Financial Officer, Secretary and Director of the Company, and the Board of Directors of the Company appointed Mr. Kok Seng Yeap to serve as its Director, Chief Executive Officer, Chief Financial Officer, and Secretary.

On September 3, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to reflect its corporate name change to “~~AFF~~X ~~Holding~~Metaverse ~~Group~~ Inc.”. The name change was effective as of the filing of the Certificate of Amendment with the State of Nevada. The Company is awaiting the approval of FINRA for the market effectiveness of the name change.

On June 23, 2020, Mr. Kok Seng Yeap resigned as the Chief Financial Officer the Company, and the Board of Directors of the Company appointed Mr. Lau Chew Chye to serve as its Chief Financial Officer and Director.

On December 21, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to reflect its corporate name change from "“AFF Holding Group Inc.” to “X Metaverse Inc.” The name change was effective as of the filing of the Certificate of Amendment with the State of Nevada. ~~The~~FINRA ~~Company~~also isapproved ~~awaiting~~ the ~~approval~~name ofand ~~FINRA~~symbol ~~for~~change ~~the~~in ~~market~~June ~~effectiveness~~2023, which enabled the ofCompany’s common stock to trade under the ~~name~~symbol ~~change~~XTMI.

3. Going concern uncertainties

The accompanying condensed financial statements have been prepared using the going concern basis of accounting, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of ~~March~~June 3130, 2023, the Company experienced an accumulated deficit of $~~763~~775,~~555~~ 285 and net loss of $718,~~021~~751 for the ~~three~~six months ended ~~March~~June 3130, 2023. The continuation of the Company as a going concern through December 31, 2023 is dependent upon the continued financial support from its stockholders. Management believes the Company is ~~currently~~ currently pursuing additional financing for its operations. However, there is no assurance that the Company will be successful in securing sufficient funds to sustain the operations.

These and other factors raise substantial doubt about the Company’s ability to continue as a going concern. These condensed financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets and liabilities that may result in the Company not being able to continue as a going concern.

4. Summary of significant accounting policies

The accompanying condensed financial statements reflect the application of certain significant accounting policies as described in this note and elsewhere in the accompanying condensed financial statements and notes.

Basis of Presentation

The condensed financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America (“US GAAP”) and are presented in US dollars.

Fiscal Year-End

The Company’s fiscal year is December 31.

Use of estimates

The preparation of the financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and cash equivalents

The Company considers all short-term highly liquid investments that are readily convertible to known amounts of cash and have original maturities of three months or less to be cash equivalents.

Income taxes

Income taxes are determined in accordance with the provisions of ASC Topic 740, “Income Taxes” (“ASC 740”). Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Any effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.

ASC 740 prescribes a comprehensive model for how companies should recognize, measure, present, and disclose in their financial statements uncertain tax positions taken or expected to be taken on a tax return. Under ASC 740, tax positions must initially be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. Such tax positions must initially and subsequently be measured as the largest amount of tax benefit that has a greater than 50% likelihood of being realized upon ultimate settlement with the tax authority assuming full knowledge of the position and relevant facts.

Comprehensive income

ASC Topic 220, “Comprehensive Income”, establishes standards for reporting and display of comprehensive income, its components and accumulated balances. Comprehensive income as defined includes all changes in equity during a period from non-owner sources. Accumulated other comprehensive income, as presented in the accompanying statement of stockholders’ equity, consists of changes in unrealized gains and losses on foreign currency translation. This comprehensive income is not included in the computation of income tax expense or benefit.

Foreign currencies translation

The functional currency of the Company is Hong Kong dollars (“HK$”). The Company maintains its financial statements in the functional currency. Monetary assets and liabilities denominated in currencies other than the functional currency are translated into the functional currency at rates of exchange prevailing at the balance sheet dates. Transactions denominated in currencies other than the functional currency are translated into the functional currency at the exchanges rates prevailing at the dates of the transaction. Exchange gains or losses arising from foreign currency transactions are included in the determination of net income for the respective periods.

For financial reporting purposes, the financial statements of the Company which are prepared using the functional currency have been translated into United States dollars. Assets and liabilities are translated at the exchange rates at the balance sheet dates and revenue and expenses are translated at the average exchange rates and stockholders’ equity is translated at historical exchange rates. Any translation adjustments resulting are not included in determining net income but are included in foreign exchange adjustment to other comprehensive income, a component of stockholders’ equity.

Fair value of financial instruments

The carrying value of the Company’s financial instruments (excluding short-term bank borrowing): cash and cash equivalents, accounts and retention receivable, prepayments and other receivables, accounts payable, income tax payable, amount due to a related party, other payables and accrued liabilities approximate at their fair values because of the short-term nature of these financial instruments.

Management believes, based on the current market ~~prices~~ prices or interest rates for similar debt instruments, the fair value of its obligation under finance lease and short-term bank borrowing ~~approximate~~ approximates the carrying amount.

The Company also follows the guidance of the ASC Topic 820-10, “Fair Value Measurements and Disclosures” ("“ASC 820-10"”), with respect to financial assets and liabilities ~~that~~ that are measured at fair value. ASC 820-10 establishes a three-tier fair value hierarchy that prioritizes the inputs used in measuring ~~fair~~ fair value as follows:

· Level 1: Inputs are based upon unadjusted quoted prices for identical instruments traded in active markets;

· Level 2: Inputs are based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques (e.g. Black-Scholes Option-Pricing model) for which all significant inputs are observable in the market or can be corroborated by observable market data for substantially the full term of the assets or liabilities. Where applicable, these models project future cash flows and discount the future amounts to a present value using market-based observable inputs; and

· Level 3: Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques, including option pricing models and discounted cash flow models.

Fair value estimates are made at a specific point in time based on relevant market information about the financial instrument. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates.

Revenue recognition

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services.

The new revenue standards became effective for the Company on January 1, 2018, and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the Company did not have any revenue to be recognized.

Under the new revenue standards, the revenues are recognized when its customer obtains control of promised goods or services, in an amount that reflects the consideration which it expects to receive in exchange for those goods. The Company recognizes revenues following the five step model prescribed under ASU No. 2014-09: (i) identify contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenues when (or as) we satisfy the performance obligation.

Net loss per share

The Company calculates net loss per share in accordance with ASC Topic 260, “Earnings per Share.” Basic income per share is computed by dividing the net income by the weighted-average number of common shares outstanding during the period. Diluted income per share is computed similar to basic income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the potential common stock equivalents had been issued and if the additional common shares were dilutive.

Recently issued accounting pronouncements

In December 2019, the FASB issued ASU 2019-12, Simplifying the Accounting for Income Taxes, which ~~simplifies~~amends ~~the~~ASC 740 Income Taxes (ASC 740). This update is intended to simplify accounting for income taxes, ~~eliminates~~by removing certain exceptions ~~within~~to ~~ASC 740,~~the ~~Income~~general ~~Taxes,~~principles ~~and~~in ~~clarifies~~ASC ~~certain~~740 ~~aspects~~and ofamending existing ~~the current~~ guidance to ~~promote~~improve consistent application ~~among~~of ~~reporting~~ASC ~~entities~~740. ~~The guidance~~This update is effective for fiscal years beginning after December 15, ~~2020,~~2021. ~~and~~The ~~interim~~guidance ~~periods~~in ~~within~~this ~~those~~update ~~fiscal years, with~~has ~~early~~various ~~adoption permitted. Upon adoption~~elements, ~~the~~some ~~Company must apply certain aspects~~ of ~~this~~which ~~standard retrospectively for all periods presented while other aspects~~ are applied on a ~~modified~~prospective ~~retrospective~~ basis ~~through~~and aothers ~~cumulative-effect~~on ~~adjustment to retained earnings~~a asretrospective ofbasis ~~the~~with ~~beginning~~earlier ofapplication ~~the fiscal year of adoption~~permitted. The Company is currently evaluating the ~~impact~~effect of this ~~update~~ASU ~~will have~~ on ~~its~~the Company’s financial statements and related disclosures.

In August 2020, the FASB issued ASU 2020-06, Debt - Debt with Conversion and Other Options (Subtopic 470- 20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s ~~Own~~ Own Equity (“ASU 2020-06”), which simplifies the accounting for certain financial instruments with characteristics of liabilities and equity. This ASU (1) simplifies the accounting for convertible debt instruments and convertible preferred stock by ~~removing~~ removing the existing guidance in ASC 470-20, Debt: Debt with Conversion and Other Options, that requires entities to account for beneficial conversion features and cash conversion features in equity, separately from the host convertible debt or preferred stock; (2) revises the scope exception from derivative accounting in ASC 815-40 for freestanding financial instruments and embedded features that are both indexed to the issuer’s own stock and classified in stockholders’ equity, by removing certain criteria required for equity classification; and (3) revises the guidance in ASC 260, Earnings Per Share, to require entities to calculate diluted earnings per share (EPS) for convertible instruments by using the if-converted method. In addition, entities must presume share settlement for purposes of calculating diluted EPS when an instrument may be settled in cash or shares. ~~For~~ For SEC filers, excluding smaller reporting companies, ASU 2020-06 is effective for fiscal years beginning after December 15, 2021 including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. For all other entities, ASU 2020-06 is effective for fiscal years beginning after December 15, 2023, including interim periods within those fiscal years. Entities should adopt the guidance as of the beginning of the fiscal year of adoption and cannot adopt the guidance in an interim reporting period. The Company is currently evaluating the impact that ASU 2020-06 may have on its financial statements and related disclosures when adopted.

In May 2021, the FASB issued ASU 2021-04, Earnings Per Share (Topic 260), Debt-Modifications and Extinguishments (Subtopic 470-50), Compensation-Stock Compensation (Topic 718), and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40), (“ASU 2021-04”). This ASU reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (for example, warrants) that remain equity classified after modification or exchange. This ASU provides guidance for a modification or an exchange of a freestanding equity-classified written call option that is not within the scope of another Topic. It specifically addresses: (1) how an entity should treat a modification of the terms or conditions or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; (2) how an entity should measure the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange; and (3) how an entity should recognize the effect of a modification or an exchange of a freestanding equity-classified written call option that remains equity classified after modification or exchange. This ASU is effective for all entities for fiscal years beginning after December 15, 2021. An entity should apply the amendments prospectively to modifications or exchanges occurring on or after the effective date of the amendments. Early adoption is permitted, including adoption in an interim period. The adoption of ASU 2021-04 on January 1, 2022 did not have a material impact on the Company’s condensed financial statements or disclosures.

Management believes that other recent accounting pronouncements issued by the FASB, including its Emerging Issues Task Force, the American Institute of Certified Public Accountants, and the Securities and Exchange Commission do not have a material impact on the Company’s present or near future financial statements.

5. Stockholders’ deficit

On March 7, 2017, the Company issued 40 shares of common stock to Azari Bin A Ghani, Mazlan Bin Muhammad, Syed Mokhtar Bin Syed Agil and Tengku Faikah Binti Tengku Ismail (10 shares each) for a consideration of $400.

On April 13, 2017, the Company issued 70 shares of common stock to Romli Bin Che Noh, Suhaila Binti Md Arsid Arshad, Yu Ming Ngee, Ritha Tumiar Situmorang, Norizan Binti A Latif, Mohammad Zamri Bin Wan Chik and Adicandra Manurung (10 shares each) for a consideration of $700.

On June 30, 2017, the Company issued 60 shares of common stock to Mohd Afidi Bin Abdullah, Den Wijaya, Ching Yang Det and Mohd Zaki Bin Ahmadl (10 shares each) and Johanes Abednego (20 shares) for a consideration of $600.

On August 7, 2017, the Company filed a certificate of change with the Secretary of State of Nevada to effectuate a reverse stock split (the “Stock Split”) of its issued and outstanding shares of common stock on a 1-for-10,000 basis. The number of its authorized shares of common stock will remain at 1,200,000,000 shares, par value $0.001. The Stock Split became effective with FINRA on October 24, 2017 (the “Effective Date”). As of that date, every 10,000 shares of issued and outstanding common stock were converted into one share of common stock. No fractional shares were issued in connection with the Stock Split. Instead, any fractional shares were rounded up to the next whole share and a holder of record of old common stock on the Effective Date who would otherwise be entitled to a fraction of a share were, in lieu thereof, issued one whole share. All share and earnings per share information have been retroactively adjusted to reflect the Stock Split in the financial statements.

During the year ended December 31, 2017, the Company has received the proceeds of $87 for subscription of common stock and no common stock was issued.

On December 18, 2019, the investor withdrew his subscription and the Company paid $87 back to him.

In April ~~2020~~10, ~~the Company~~2020, ~~requested~~Mi1 byGlobal Limited, the major shareholder, converted certain debt of the Company in the amount of $90 at a price per share of $0.001 into shares of common stock of the Company. As consideration for the conversion, the Company issued 90,000 shares of common stock of the Company to Mi1 Global Limited. As a result of the conversion, Mi1 Global Limited increased its ownership to 90% of the issued and outstanding shares of common stock of the Company.

The Company has no stock option plan, warrants or other dilutive securities.

The Company has the authority to issue 1,200,000,000 shares of common stock, $0.001 par value. The total number of shares of the Company’s common stock outstanding as of ~~March~~June 3130, 2023 and December 31, 2022 was 110,000, respectively.

6. Accrued expenses and other payables

Accrued expenses and other payables as of ~~March 31~~June 30, 2023 and December 31, 2022 are summarized as follows:

Schedule of accrued expenses and other payables	At ~~March~~June 3130,		At December 31,
	2023		2022
	$		$
Accrued professional fees		3517,~~215~~635		28,194

7. Related party transactions

During the six and three months ended ~~March~~June 3130, 2023 ~~and 2022,~~ the major shareholder, advanced $~~0 and $6~~29,~~000~~310 to pay operating expenses for the Company, respectively. During the six and three months ended June 30, 2022 the major shareholder, advanced $13,300 and $7,300, respectively.

As of ~~March~~June 3130, 2023 and December 31, 2022, the ~~balances~~ balances were $~~381~~410,~~178~~488 and $381,178, respectively.

The amounts due to related parties as of June ~~March 31~~30, 2023 and December 31, 2022 represent temporary advances from the Company’s major shareholder. The amounts are interest free, unsecured and no fixed repayment term.

8. Commitments and contingencies

From time to time the Company may become a party to litigation matters involving claims against the Company. Management believes that it is adequately insured for its operations and there are no current matters that would have a material effect on the Company's financial position or results of operations.

9. Subsequent Events

In accordance with ASC Topic 855, “Subsequent Events”, which establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued, the Company has evaluated all events or transactions that occurred ~~after~~from ~~March~~July 311, 2023, up ~~through~~ through the date the Company issued the ~~audited~~interim financial statements. ~~During~~and ~~the~~identified ~~period,~~no ~~the Company did not have any material~~ reportable ~~subsequent~~ events.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS

The following discussion should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included in Item 1 of this report and is qualified in its entirety by the foregoing.

Forward Looking Statements

Certain statements in this report, including statements of our expectations, intentions, plans and beliefs, including those contained in or implied by “Management's Discussion and Analysis of Financial Condition and Results of Operations” and the Notes to Consolidated Financial Statements, are “forward-looking statements”, within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are subject to certain events, risks and uncertainties that may be outside our control. The words “believe”, “expect”, “anticipate”, “optimistic”, “intend”, “will”, and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date on which they are made. We undertake no obligation to update or revise any forward-looking statements. These forward-looking statements include statements of management's plans and objectives for our future operations and statements of future economic performance, information regarding our expansion and possible results from expansion, our expected growth, our capital budget and future capital requirements, the availability of funds and our ability to meet future capital needs, and the assumptions described in this report underlying such forward-looking statements. Actual results and developments could differ materially from those expressed in or implied by such statements due to a number of factors, including, without limitation, those described in the context of such forward-looking statements, our expansion and acquisition strategy, our ability to achieve operating efficiencies, our ability to successfully develop and market new websites in the greater Asian markets, the strength and financial resources of our competitors, our ability to raise sufficient capital in order to effectuate our business plan, our ability to find and retain skilled personnel and key executives, the political and economic climate in which we conduct operations and the risk factors described from time to time in our other documents and reports filed with the Securities and Exchange Commission (the “Commission”).

Overview

X Metaverse Inc. (the “Company”), ~~formerly~~ formerly known as ~~Domain~~Mi1 ~~Extremes~~Global Telco., Inc., was incorporated in the State of Nevada in January 2006 and is a development stage company. Our business was to develop and operate Internet websites and applications on mobile platforms. We earned revenues through advertisements on these websites and applications. Our original goal was to become a major network of consumer-based websites and applications targeting ~~viewers~~ viewers in the Hong Kong and Greater China with contents on travel, food, entertainment, activities and city life. We launched the website www.drinkeat.com, which provides reviews of restaurants in Hong Kong.

We are a controlled corporation with the substantial majority of our shares held by Mi1 Global Limited (“Mi1”), a company registered in the Republic of Vanuatu. Mi1 acquired a 51% stake in our company in February 2016. As a result, there can be no assurance that our business and/or our strategy will not change over time as a result of Mi1’s interest.

On May 1, 2017, the Company filed a certificate of of amendment to its articles of incorporation with the Secretary of State of the State of Nevada changing the Company’s name from ~~Domain~~ Domain Extremes Inc. to Mi1 Global ~~TelCo~~Telco., Inc. and the authorized shares of common stock, par value $0.001, from 200,000,000 shares to 1,200,000,000 shares. The name change became effective with FINRA on July 19, 2017.

Beginning on July 19, 2017, the Company’s ~~shares~~ shares of common stock began trading on the OTC Pink Marketplace under the symbol “~~AFFG~~MIGT” to reflect the Company’s new name.

The Company ceased and discontinued the operations by terminating its website (www.drinkeat.com) and is exploring other business opportunities in Asia. Our goal is to become a major network of consumer-based websites and applications targeting viewers in the Hong Kong and Greater China with contents on travel, food, entertainment, activities and city life.

On March 24, 2020, Mr. Kok Seng Yeap purchased 100% of the shares of Mi1 Global Limited, which owns 9,156 shares of the common stock of the Company. As a result, Kok Seng Yeap became the beneficial owner of 9,156 shares of the common stock of the Company. Effective as of March 24, 2020, Mr. Lim Kock Chiang resigned as the Chief Executive Officer, Chief Financial Officer, Secretary and Director of the Company, and the Board of Directors of the Company appointed Mr. Kok Seng Yeap to serve as its Director, Chief Executive Officer, Chief Financial Officer, and Secretary.

On June 3, 2020, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to reflect its corporate name change to "AFF Holding Group, Inc.". The name change was effective as of the filing of the Certificate of Amendment with the State of Nevada.

On December 21, 2021, the Company filed a Certificate of Amendment to its Articles of Incorporation with the State of Nevada to reflect its corporate name change from "AFF Holding Group Inc.” to “X Metaverse Inc.” The name change was effective as of the filing of the Certificate of Amendment with the State of Nevada. ~~The~~FINRA ~~Company~~also isapproved ~~awaiting~~ the ~~approval~~name ofand ~~FINRA~~symbol ~~for~~change in June 2023, which enabled the ~~market~~Company’s ~~effectiveness~~common ofstock to trade under the ~~name~~symbol ~~change~~XTMI.

Results of Operations for the Three and Six Months Ended ~~March~~June 3130, 2023 and 2022

Net Sales

We generated revenues of $nil for the six and three months ended ~~March~~June 3130, 2023 and 2022. The reason for no revenue was mainly due to the lack of advertisers. Our principal source of revenues had been from advertising banners on our websites. As stated above, the Company terminated its website on May 25, 2018. The Company is actively looking for new investment opportunities and new source of revenue.

Net Loss

We have incurred a net loss of $718,~~021~~751 and $11,730 for the six and three months ended ~~March~~June 3130, 2023, respectively, and a net loss of $1928,~~302~~631 and $9,329 for the six and three months ended ~~March 31~~June 30, 2022 . The decrease in loss was due to less professional ~~service~~fee ~~activities~~expenses ~~that~~ incurred ~~during the three months ended March 31, 2023~~.

We incurred the operating expenses of $7,021 for the three months ended March 31, 2023 and $19,302 for the three months ended March 31, 2022 All of these amounts for the three months ended March 31, 2023 and 2022 related to professional fees such as legal and audit service fees, etc. No general and administrative expenses incurred for the three months ended March 31, 2023 and 2022.

Liquidity and Capital Resources

As shown in the accompanying financial statements, the Company had an accumulated loss of $763,555 as of March 31, 2023 compared to the accumulated loss of $756,534 as of December 31, 2022. There was a working capital deficit of $416,393 on March 31, 2023 and $409,372 as of December 31, 2022. The increase of $7,021 was mainly due to the increase of the accrued expenses.

At March 31, 2023 and December 31, 2022, we had cash and cash equivalents of $0. The Company does not have a bank account. The major shareholder funds the Company’s operations.

We incurred general, administrative and operating expenses of $18,751 for the six months ended June 30, 2023 and $28,631 for the six months ended June 30, 2022. Of these amounts, a substantial portion of our expenses for the six months ended June 30, 2023 and 2022 related to professional fees such as legal and accounting service fees, audit service fees, etc. The professional fees incurred for the six months ended June 30, 2023 and 2022 were $17,771, and $25,831, respectively.

We incurred general, administrative and operating expenses of $11,730 for the three months ended June 30, 2023 and $9,329 for the three months ended June 30, 2022. Of these amounts, a substantial portion of our expenses for the three months ended June 30, 2023 and 2022 related to professional fees such as legal and accounting service fees, audit service fees, etc. The professional fees incurred for the three months ended June 30, 2023 and 2022 were $10,750 and $6,529, respectively.

Liquidity and Capital Resources

As shown in the accompanying financial statements, the Company had an accumulated loss of $775,285 as of June 30, 2023 compared to the accumulated loss of $756,534 as of December 31, 2022. There was a working capital deficit of $428,123 on June 30, 2023 and $409,372 as of December 31, 2022. The increase of $17,870 was mainly due to the operating loss for the six months ended June 30, 2023.

At June 30, 2023 and December 31, 2022, we had cash and cash equivalents of $0. The Company does not have a bank account. The major shareholder funds the Company’s operations.

We have limited operating capital. We expect that our current capital and our other existing resources will be sufficient only to provide a limited amount of working capital, and the revenues, if any, generated from our business operations alone may not be sufficient to fund our operations or planned growth. We will likely require additional capital to continue to operate our business, and to further expand our business.

The Company is working to reduce the expenses and so we expect our cash flow needs over the next 12 months through ~~March~~June 2024 to be approximately $60,000. However, this amount may be be materially increased if market conditions are favorable for a more rapid expansion of our business model or if we adjust our model to to exploit strategic acquisition opportunities. In addition, we may require additional cash flow to support our public company reporting requirements in the United States. Although our average monthly expenditures to date have averaged ~~less~~around ~~than~~ $5,000, we expect this amount to increase exponentially as our business expands. To date, we have been financed principally by our directors; however, we expect to secure third party financing or bank loans as necessary ~~(although~~until ~~there~~we ~~can~~secure besufficient norevenues, ~~assurance~~principally ~~that~~from ~~such~~advertisers ~~financing will be available~~ on ~~acceptable terms)~~our ~~until we secure sufficient revenues~~ websites, to sustain our ongoing operations.

Sources of additional capital through various financing transactions or arrangements with third parties may include equity or debt financing, bank loans or revolving credit facilities. We may not be successful in locating suitable financing transactions in the time period required or at all, and we may not obtain the capital we require by other means. Our inability to raise additional funds when required may have a negative impact on our operations, business development and financial results.

Off-Balance Sheet Arrangements

As ofJune ~~March~~30 ~~31,~~ 2023, we did not have any off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information to be reported under this Item is not required of smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Exchange Act is recorded, processed, summarized and reported within the specified time periods. Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) (collectively, the “Certifying Officers”) are responsible for maintaining our disclosure controls and procedures. The controls and procedures established by us are designed to provide reasonable assurance that information required to be disclosed by the issuer in the reports that it files or submits under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms.

During the first ~~quarter~~six months of 2023, our Certifying ~~Officers~~ Officers evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on the evaluation, the Certifying Officers concluded that our disclosure controls and procedures were effective to provide reasonable ~~assurance~~ assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, ~~summarized~~ summarized and reported, within the time periods specified in the applicable rules and forms, and that it is accumulated and communicated to our management, including the Certifying Officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting that occurred during the period covered by this Quarterly Report on Form 10-Q that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. We are aware that any system of controls, however well designed and operated, can only provide reasonable, and not absolute, assurance that the objectives of the system are met, and that maintenance of disclosure controls and procedures is an ongoing process that may change over time.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

The information to be reported under this Item is not required for smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(1)	Exhibits: Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits following the signature page of this Form 10-Q, which is incorporated herein by reference.

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.

	X METAVERSE INC.
Dated: June 21, 2023	By:	/s/ Kok Seng Yeap
Dated: August 21, 2023	By:	/s/ Kok Seng Yeap
		Kok Seng Yeap
		Director, Chief Executive Officer

INDEX TO EXHIBITS

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2		Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101		The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended ~~March~~June 3130, 2023, formatted in XBRL (eXtensible Business Reporting Language); (i) Balance Sheets at ~~March~~June 3130, 2023 and December 31, 2022, (ii) Statement of Operations for the three and six months period ended ~~March~~June 3130, 2023 and 2022, (iii) Statement of Cash Flows for the ~~three~~six months period ended ~~March~~June 3130, 2023 and 2022, (iv) Statement of Stockholders’ Deficit for the period ended ~~March~~June 3130, 2023 and (v) Notes to Financial Statements.

Filing Compare · X Metaverse Inc.