10-Q: Xenous Holdings Reports Continued Losses, Going Concern Doubt

Sentiment:

Quarterly Report


Xenous Holdings, Inc. filed its quarterly report, revealing no revenue, increasing losses, and significant doubt about its ability to continue as a going concern.

Delay expectedThe due diligence process for the potential acquisition of the Malaysia-based company is expected to be completed by the second half of calendar year 2026. This implies a prolonged timeline for the company to potentially commence actual business operations, as the initial announcement was in November 2022.
Capital raiseThe company's continuation as a going concern is dependent on obtaining additional financing from its major shareholder or other sources.Management states that foreseeable cash requirements for the next 12 months will be advanced by management or principal stockholders as loans.The company has historically financed its operations primarily from advances and loans from its majority shareholder (Smartex Investment Ltd. and subsequently Ms. Tan Lee San).
Worse than expectedThe company reported increased net losses for both the three-month and nine-month periods ended December 31, 2025, compared to the prior year.The accumulated deficit and total liabilities continued to grow, further deteriorating the company's financial position.The working capital deficit also increased, indicating a worsening liquidity situation.The disclosure of ineffective disclosure controls and procedures is a negative operational finding.

Summary

  • Xenous Holdings, Inc. (XITO) reported no business operations and no revenue for the three and nine months ended December 31, 2025.
  • The company incurred a net loss of $15,519 for the three months ended December 31, 2025, an increase from $14,894 in the prior year period.
  • For the nine months ended December 31, 2025, the net loss was $46,505, up from $46,049 in the same period last year.
  • As of December 31, 2025, the accumulated deficit reached $1,260,927, and total liabilities stood at $950,127.
  • The company has a working capital deficit of $950,127 and no cash on hand.
  • Operations are entirely financed by advances from related parties, specifically Ms. Tan Lee San, the current majority shareholder, who assumed the payable amount from the former majority shareholder, Smartex Investment Ltd.
  • Management and auditors have raised substantial doubt about the company's ability to continue as a going concern due to its financial condition.
  • Preliminary due diligence for a potential acquisition of a Malaysia-based Aquilaria tree company has been completed successfully, with further due diligence expected by the second half of calendar year 2026.

Sentiment

Score: 1

Explanation: StockSavvy.ai views this as extremely negative. The company has no operations, no revenue, increasing losses, a significant accumulated deficit, and is entirely dependent on related-party financing, raising substantial doubt about its ability to continue as a going concern.

Positives

  • Preliminary due diligence for a potential acquisition of a Malaysia-based Aquilaria tree company has been successfully completed, indicating a positive initial assessment of the target's value.

Negatives

  • No revenue generated since inception, indicating a lack of operational business activity.
  • Increased net loss for both the three-month period ($15,519 vs $14,894) and nine-month period ($46,505 vs $46,049) ended December 31, 2025, compared to the prior year.
  • Significant accumulated deficit of $1,260,927 as of December 31, 2025.
  • Total liabilities of $950,127 as of December 31, 2025, with no current assets, resulting in a substantial working capital deficit.
  • Negative operating cash flow of $46,565 for the nine months ended December 31, 2025.
  • Zero cash and cash equivalents on hand as of December 31, 2025, and March 31, 2025.
  • The company's disclosure controls and procedures were deemed not effective as of December 31, 2025.

Risks

  • Substantial doubt exists about the company's ability to continue as a going concern due to its history of no revenue, operating losses, accumulated deficit, negative operating cash flow, and negative working capital.
  • The company is entirely dependent on obtaining additional financing from its major shareholder or other sources, with no assurance that such financing will be available or on acceptable terms.
  • There are no commitments or guarantees from any third party to provide funding, nor any guarantee that the company will be able to access the funding required for continued operations.
  • The company has not yet determined a specific business or industry for its operations, nor identified any prospective venture, making future success highly uncertain.
  • The ongoing due diligence for the potential acquisition of a Malaysia-based company may not conclude successfully, or the acquisition may not proceed as planned, impacting the company's strategic direction.

Future Outlook

The company's plan of operation for the next 12 months involves considering industry guidelines, adopting a business plan, and commencing operations through funding or acquisition. Foreseeable cash requirements will be for maintaining good standing, legal and accounting fees, and investigating potential business ventures, which are expected to be advanced by management or principal stockholders as loans. The company is currently progressing with further due diligence on intangible assets and valuation for a potential acquisition of a Malaysia-based Aquilaria tree company, with expected completion by the second half of calendar year 2026.

Management Comments

  • "We had no operations during the three months ended December 31, 2025 or 2024, nor do we have operations as of the date of this filing."
  • "The increase in net loss was mainly attributable by the increase in audit and transfer agent fees."
  • "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."
  • "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 2026. Following the successful conclusion of this final phase, the acquisition will proceed formally, in line with our previous announcements."
  • "We appreciate the ongoing support from our investors, partners, and customers as we move forward with this strategic acquisition."

Industry Context

StockSavvy.ai notes that Xenous Holdings operates as a shell company with no current business operations or revenue, a stark contrast to established industry players. While the pursuit of an acquisition in the agricultural commodities sector (Aquilaria trees) suggests a potential future direction, the company's current state of complete reliance on related-party financing and significant accumulated deficit places it far outside typical industry growth or stability metrics. The lack of effective disclosure controls also raises governance concerns compared to industry best practices.

Comparison to Industry Standards

  • Xenous Holdings' complete lack of revenue and ongoing operating losses are significantly below industry standards for any operational company, resembling a pre-revenue startup or a shell entity.
  • The company's reliance on related-party advances for all operational funding, with no external financing or revenue generation, is not comparable to healthy, self-sustaining businesses in any sector.
  • The accumulated deficit of over $1.2 million and a working capital deficit of $950,127 indicate severe financial distress, far from the positive equity and liquidity typically seen in even early-stage, well-funded ventures.
  • The disclosure of ineffective disclosure controls and procedures is a governance weakness that would be a red flag compared to the robust internal controls expected of publicly traded companies, regardless of size.

Management Changes

RolePrevious PersonNew PersonEffective DateReason
Majority Shareholder and FinancierSmartex Investment Ltd.Ms. Tan Lee San2025-09-26Smartex Investment Ltd. transferred all its XITO shares to Ms. Tan Lee San, who is the owner of Smartex Investment Ltd. Ms. Tan Lee San assumed all XITO's payable amount to Smartex Investment Ltd. and will finance the company's operating expenses going forward.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Disclosure Controls and Procedures EffectivenessManagement, including the Chief Executive Officer and Secretary, evaluated the effectiveness of the design and operation of disclosure controls and procedures and concluded they were not effective as of December 31, 2025.2025-12-31This indicates a material weakness in the company's ability to ensure that material information is recorded, processed, summarized, and reported in a timely and accurate manner, posing a significant risk to investor confidence and regulatory compliance.

Related Party Transactions

  • Smartex Investment Ltd., the former majority shareholder, advanced $18,500 to the company for operating expenses during April 1, 2025, to September 25, 2025.
  • On September 26, 2025, Ms. Tan Lee San, the owner of Smartex Investment Ltd., became the new majority shareholder and assumed all XITO's payable amount to Smartex Investment Ltd.
  • Ms. Tan Lee San advanced $28,065 to the company for operating expenses during September 26, 2025, to December 31, 2025.
  • As of December 31, 2025, the total amount due to Ms. Tan Lee San was $926,283. This loan is non-interest bearing and due on demand.
  • For the nine months ended December 31, 2024, Smartex Investment Ltd. advanced $49,057 to the company for operating expenses.

Stakeholder Impact

  • Shareholders: Face significant risk of capital loss due to the company's going concern doubt, lack of operations, increasing losses, and complete reliance on related-party financing. The potential acquisition offers a speculative future, but current financial health is dire.
  • Creditors: Primarily the majority shareholder (Ms. Tan Lee San) who is financing operations. Other creditors (accounts payable) face risk given the company's lack of assets and operational revenue.
  • Employees: The filing does not mention employees, suggesting minimal or no staff beyond management, thus direct impact is likely low.
  • Customers/Suppliers: No current operations mean no direct impact on customers or suppliers.

Next Steps

  • Consider guidelines of industries in which the company may have an interest.
  • Adopt a business plan regarding engaging in the business of any selected industry.
  • Commence operations through funding and/or the acquisition of a going concern engaged in any industry selected.
  • Complete further due diligence on intangible assets and valuation for the potential acquisition of a Malaysia-based Aquilaria tree company by the second half of calendar year 2026.
  • Formally proceed with the acquisition following the successful conclusion of the final due diligence phase.

Key Dates

DateDescription
1980-05-20Company incorporated as Dayne Weiss and Associates, Inc. under Utah laws.
2014-12-19Completed a change of domicile merger with Concept Holding Corp., a Nevada corporation, which became the surviving entity.
2017-07-21Board of Directors elected to file Articles of Merger with Nevada SOS to merge with M101 Corp., its wholly-owned subsidiary.
2017-08-14Merger with M101 Corp. took effect, and the company changed its name to M101 Corp.
2019-11-02Majority of shareholders approved a resolution to change the company name to Xenous Holdings, Inc.
2019-11-19Received notice that the Secretary of State of Nevada accepted the Certificate of Amendment to change the name to Xenous Holdings, Inc.
2022-11-01Company announced it was conducting full financial and legal due diligence of a Malaysia-based company.
2024-03-31Balance sheet date for prior fiscal year.
2024-04-01Start of the nine-month period for 2024 financial comparison.
2024-06-30Balance date for Q1 2024 net loss calculation.
2024-09-30Balance date for Q2 2024 net loss calculation.
2024-12-31End of the three and nine months period for 2024 financial comparison.
2025-03-31Audited balance sheet date for the prior fiscal year.
2025-04-01Start of the nine-month period for 2025 financial reporting.
2025-09-25End date for advances from Smartex Investment Ltd. to the company.
2025-09-26Smartex Investment Ltd. transferred all XITO shares to Ms. Tan Lee San, who became the new majority shareholder and assumed financing responsibilities.
2025-12-31End of the quarterly reporting period for this Form 10-Q.
2026-02-20Date for which the number of common shares outstanding was reported as 760,250,000.
2026-02-24Date of signing for the Form 10-Q and certifications.
2026-09-30Expected completion of further due diligence for the potential acquisition (second half of calendar year 2026).

Recommendation

strong sell

The company exhibits all characteristics of a distressed entity: no revenue, increasing losses, a substantial accumulated deficit, zero cash, and a severe working capital deficit. The explicit 'going concern' doubt, ineffective disclosure controls, and complete reliance on non-guaranteed related-party financing present an extremely high risk profile. While a potential acquisition is mentioned, it is speculative, distant, and does not mitigate the immediate and severe financial instability. A seasoned investor would view this as a strong sell due to the overwhelming financial negatives and lack of a viable operating business.

Keywords

Xenous Holdings, XITO, 10-Q, Quarterly Report, Going Concern, Net Loss, Accumulated Deficit, Related Party Transactions, Acquisition Due Diligence, Aquilaria Trees, No Revenue, OTC Pink Sheets

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