UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

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

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACTFor the quarterly period ended June 30, 2020

For the transition period from ____________ to ______________

Commission file number: 000-55512

M101 CORP.XENOUS HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

Suite 20.03, Plaza 138

Jalan Ampang

Kuala Lumpur, Malaysia, 50450

(Address of principal executive offices)

+603.2181.0150

(Registrant’s telephone number)

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

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 x ☒ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted 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 o No x☒

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.

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. o

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

The number of shares of the issuer’s common stock outstanding as of February 2, 2018August 12, 2020 was 760,250,000 shares, par value $0.001 per share.

M101 CORP.

(formerly CONCEPT HOLDING CORP.)XENOUS HOLDINGS, INC.

FORM 10-Q

Quarterly Period Ended December 31, 2017

INDEX

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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

M101 CORP.XENOUS HOLDINGS, INC.

(formerly CONCEPT HOLDING CORP.)

Condensed Balance Sheets

(Unaudited)

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

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M101 CORP.XENOUS HOLDINGS, INC.

(formerly CONCEPT HOLDING CORP.)

Condensed Statements of Operations

(Unaudited)

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

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M101 CORP.XENOUS HOLDINGS, INC.

(formerly CONCEPT HOLDING CORP.)

Condensed Statements of Cash FlowsChanges in Stockholders’ Deficit

For the three months ended June 30, 2020 and 2019

(Unaudited)

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

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XENOUS HOLDINGS, INC.

Condensed Statements of Cash Flows

(Unaudited)

M101 CORP.

(formerly CONCEPT HOLDING CORP.)The accompanying notes are an integral part of these unaudited condensed financial statements

XENOUS HOLDINGS, INC.

Notes to the Unaudited Condensed Financial Statements

December 31, 2017June 30, 2020

NOTE 1 - NATURE OF BUSINESS AND CONTINUANCE OF OPERATIONS

Concept Holding Corp.Xenous Holdings, Inc. (the Company)“Company”) was incorporated on May 20, 1980 as Dayne Weiss and Associates, Inc. under the laws of the State of Utah. The Company originally operated under the name of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articles with the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of the shares to $0.001 per share, and to increase the authorized shares to 50,000,000.

On January 4, 1990, the Company acquired all of the outstanding stock of Concept Technologies, Inc. (CTI) which then became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of Company was changed to Concept Technologies, Inc.

On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.

On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation, which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.

On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”) to (a) increase the number of authorized shares of common and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock; (b) increase the issued and outstanding shares of common stock at a ratio of 200:1; and (c) change the Company’s ticker symbol to “MOZO”. These actions were approved by the Company’s Board of Directors and were then approved via written consent of shareholders holding cumulatively 60%of the Company’s voting shares.entity.

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

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

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation of Interim Financial Statements

Basis of Presentation

The 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 Regulation S-X. In the opinion of management, all adjustments (consisting of normal recurring adjustments) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended December 31, 2017June 30, 2020 are not necessarily indicative of the results that may be expected for the year ending March 31, 2018. Notes2021. The notes to the unaudited condensed financial statements are condensed, as disclosures that would substantially duplicate the disclosures contained in the audited financial statements for fiscal year 20172020 have been omitted. This report should be read in conjunction with the audited consolidated financial statements and the footnotes thereto for the fiscal year ended March 31, 20172020 included in the Company’s Form 10-K as filed with the Securities and Exchange Commission on June 26, 2017.July 14, 2020.

Use of Estimates

The Company prepares its financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”)“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.

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Financial Instruments

The Company’s financial instruments consist primarily of accounts payable and debts. The carrying amounts of such financial instruments approximate their respective estimated fair value due to the short-term maturities and approximate market interest rates of these instruments.

Related Parties

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

Prepaid ExpensesCOVID-19

Prepaid expenses relateIn early 2020, the World Health Organization declared the rapidly spreading coronavirus disease (COVID-19) outbreak a pandemic. This pandemic has resulted in governments worldwide enacting emergency measures to prepayment made for future services in advance and will be expensed over time ascombat the benefitspread of the servicesvirus. The Company considered the impact of COVID-19 on the assumptions and estimates used and determined that there were no material adverse impacts on the Company’s results of operations and financial position at June 30, 2020. The full extent of the future impacts of COVID-19 on the Company’s operations is receiveduncertain. A prolonged outbreak could have a material adverse impact on financial results and business operations of the Company in the future, expected within one year.

Asfuture. The Company is not aware of December 31, 2017, prepaid expenses were $8,333 relatedany specific event or circumstance that would require an update to OTC Markets monthly fees from January to October 2018.

Convertible notes

Convertible notes are regarded as compound instruments, consisting ofits estimates or judgments or a liability component and an equity component. The component parts of compound instruments are classified separately as financial liabilities and equity in accordance with the substancerevision of the contractual arrangement. Atcarrying value of its assets or liabilities as of August 13, 2020, the date of issue, the fair valueissuance of the liability componentthis Quarterly Report on Form 10-Q. These estimates may change, as new events occur and additional information is estimated using the prevailing market interest rate for a similar non-convertible instrument. This amount is recorded as a liability on an amortized cost basis until extinguished upon conversion or at the instrument’s maturity date. The equity component is determined by deducting the amount of the liability component from the fair value of the compound instrument as a whole. This is recognized as additional paid-in capital and included in equity, net of income tax effects, and is not subsequently remeasured. After initial measurement, they are carried at amortized cost using the effective interest method.obtained.

Recently Issued Accounting Pronouncements

Management has considered all recent accounting pronouncements issued. The Company’s managementissued and believes that these recent pronouncements will not have a material effect on the Company’s financial statements.statements

NOTE 3 - GOING CONCERN

The Company has not yet generated any revenue since its inception and has an operating loss of $104,686 and net loss of $102,650$43,269 for the ninethree months ended December 31, 2017.June 30, 2020. As of December 31, 2017,June 30, 2020, the Company has accumulated deficit of $510,484,$917,266, and negative working capital of $199,684.$606,466. The Company’s continuation as a going concern is dependent on its ability to execute its operation plan to generate sufficient cash flows from operations to meet its obligations and/or obtaining additional financing from its shareholders or other sources, as may be required. There can be no assurance that the necessary debt or equity financing will be available or will be available on terms acceptable to our company. We estimate that based on current plans and assumptions, our available cash will not be sufficient to satisfy our cash requirements under our present operating expectations, without further financing, for up to 12 months.the Company.

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern; however, the above conditions raise substantial doubt about the Company’s ability to do so. The financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classifications of liabilities that may result should the Company be unable to continue as a going concern.

We are attempting to generate sufficient revenue; however, our cash position may not be sufficient to support our daily operations. While we believe in the viability of our strategy to generate sufficient revenues in the future and in our ability to raise additional funds, there can be no assurances to that effect. The ability of our company to continue as a going concern is dependent upon our ability to further implement our business plan, generate sufficient revenue to cover operating expenses and in our ability to raise additional funds.

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NOTE 4 - RELATED PARTY TRANSACTIONS

Due to Related Party

During three months ended June 30, 2020 and 2019, Smartex Investment Ltd., the majority shareholder of the Company which is holding 82% of the Company’s common shares, advanced $40,125 and $15,555, respectively, to the Company for operating expenses. As of December 31, 2017,June 30, 2020 and March 31, 2017, the Company owed $63,0752020, total amount due to Smartex Investment Ltd. was $597,192 and $0 to the new chairman of the Board of Directors of the Company for legal fee payments$557,067, respectively. The loan is non-interest bearing and due on behalf of the Company.demand.

8% Convertible Note – July 2017

Convertible notes payable consisted of the following at December 31, 2017 and March 31, 2017:

On July 5, 2017, the Company issued an 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. No beneficial conversion was recognized because the note conversion price of $0.01 per share exceeded the Company stock trading price of $0.0001 on July 5, 2017. As of December 31, 2017, the accrued interest payable on the convertible note was $4,170.

NOTE 5 – SHARE CAPITAL

On July 21, 2017, the Board of Directors of the Company have executed a written consent to approve the increase of the Company’s total authorized shares from 100,000,000 shares to 10,010,000,000 shares and the conduction of a forward split at the rate of two hundred shares for every one share currently issued and outstanding. The Company accounts for the forward stock split with a memorandum entry and a proportionate reduction of the par value. The outstanding shares have been restated retrospectively.

Preferred Stock

The Company is authorized to issue an aggregate of 10,000,000 shares of preferred stock with a par value of $0.001 per share. As at December 31, 2017of June 30, 2020 and March 31, 2017,2020, no preferred shares have been issued.

Common Stock

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

On May 23, 2017, 576,350,000 sharesThere were repurchased from a former shareholder for a $40,000 promissory note which was subsequently fully repaid on July 5, 2017.

no stock issuances during the three months ended June 30, 2020 or 2019.  As of December 31, 2017June 30, 2020 and March 31, 2017,2020, the Company had 760,250,000 shares of common stock issued and outstanding.

NOTE 6 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these condensed financial statements were issued. Based on our evaluation, no other material events have occurred that require disclosure.

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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 QueerlyQuarterly 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.

DescriptionPlan of BusinessOperation

Concept Holding Corp. (the “Company”) was incorporated on May 20, 1980 underOur plan of operation for the lawsnext 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 Statedate of Utah. The Company originally operated underthis Annual Report, it is impossible to predict the nameamount of Dayne Weiss and Associates, Inc. On December 22, 1982, the Company filed amended articlesany 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 the State of Utah to change the Company’s name to Merrymack Corporation, to reduce the par value of shares to $0.001 per share, and to increase the authorized shares to 50,000,000.future acquisition partners.

On January 4, 1990, the Company acquired allResults of the outstanding stock of Concept Technologies, Inc. (CTI) which became a wholly owned subsidiary of the Company for 372,750 shares of its common stock. CTI was dissolved in January 1991 and the name of the Company was changed to Concept Technologies, Inc.Operations

On December 8, 2014, the Company restated and amended its Articles of Incorporation to increase its capitalization to 100,000,000 shares of capital stock, which consisted of 10,000,000 shares of preferred stock and 90,000,000 shares of common stock, both with a par value of $0.001 per share.

On December 19, 2014, the Company completed a change of domicile merger with Concept Holding Corp., a Nevada corporation which became the surviving entity and Concept Technologies, Inc., a Utah corporation ceased. The Company currently has no business operations.

On July 21, 2017, the Board of Directors of the Company elected to file a Certificate of Amendment with the Nevada Secretary of State (“NV SOS”), to (a) increase the number of authorized shares of common stock and preferred stock from 90 million (90,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock to 10 billion (10,000,000,000) shares of common stock and 10 million (10,000,000) shares of preferred stock; (b) increase the issued and outstanding shares of common stock at a ratio of 200:1 and (c) change the Company’s ticker symbol to “MOZO”. These actions were approved by the Company’s Board of Directors and were then approved via written consent of shareholders holding cumulatively 60% of the Company’s voting shares.

On July 21, 2017, the Board of Directors of the Company elected to file Articles of Merger with the Nevada SOS whereby it would enter into a statutory merger with its wholly-owned subsidiary M101 Corp., a Nevada corporation, pursuant to Nevada Revise 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.

Results of Operations

Three Months Ended December 31, 2017June 30, 2020 and 20162019

We had no operations during the three months ended December 31, 2017June 30, 2020 or 2016,2019, nor do we have operations as of the date of this filing. We had a net loss of $50,102$43,269 and $4,940$17,764 for the three months ended December 31, 2017June 30, 2020 and 2016,2019, respectively. The increase was mainly attributable to the increase in professional fees and general and administrative fees incurred during the three months ended December 31, 2017.June 30, 2020. Professional fees were $38,813$32,000 and $2,255$12,500 for the three months ended December 31, 2017June 30, 2020 and 2016,2019, respectively. The increase in professional expenses was mainly attributable to the increase in legal auditingfees, accounting and accountingaudit fees. General and administrative expenses were $9,146$11,269 and $1,729$3,144 for the three months ended December 31, 2017June 30, 2020 and 2016,2019, respectively. The increase in general and administrative expenses was mainly attributable to the increase in filing listing and transfer agent fees.

Other expenses during three months ended June 30, 2019 are accrued interest payable on the convertible note that was repaid during the year ended March 31, 2020.

Nine Months Ended December 31, 2017 and 2016

We had no operations during the nine months ended December 31, 2017 or 2016, nor do we have operations as of the date of this filing. We had a net loss of $102,650 and $17,727 for the nine months ended December 31, 2017 and 2016, respectively. The increase was mainly attributable to the increase in professional fees and general and administrative fees incurred during the nine months ended December 31, 2017. Professional fees were $86,826 and $11,507 for the nine months ended December 31, 2017 and 2016, respectively. The increase in professional expenses was mainly attributable to the increase in legal, auditing and accounting fees. General and administrative expenses were $17,860 and $3,625 for the nine months ended December 31, 2017 and 2016, respectively. The increase in general and administrative expenses was mainly attributable to the increase in filing, listing and transfer agent fees.

Liquidity and Capital Resources

As of June 30, 2020 and March 31, 2020, we had no current assets.

As of DecemberJune 30, 2020 and March 31, 2017, our total assets were $8,333 and2020, our total liabilities were $208,017.$606,466 and 563,197, respectively, which were current liabilities comprised of accounts payable, accrued liabilities, and related party advances.

Stockholders’ deficit was at $199,684$606,466 as of December 31, 2017June 30, 2020 compared to deficit of $57,034$563,197 as of March 31, 2017.2020.

We had $0no cash on hand as of DecemberJune 30, 2020 or March 31, 2017, and no other assets2020 to meet ongoing expenses and debts that may accumulate. Accumulated deficit was at $510,484$917,266 as of December 31, 2017,June 30, 2020, compared to accumulated deficit of $407,834$873,997 as of March 31, 2017.2020.

As of June 30, 2020, we had a working capital deficit of $606,466 compared with a working capital deficit of $563,197 as of March 31, 2020. The increase in working capital deficit was primarily attributed to the increase in amount due to related party for advancement from the Company’s majority shareholder paying off vendors on behalf of the Company.

Cash Flow from Operating Activities

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

For the nine-month periodthree months ended December 31, 2017,June 30, 2020, net cash flows used in operating activities was $64,333. Net$40,125. The net cash used in operating activities for the three months ended June 30, 2020 was attributed to a net loss of $43,269, decreased by an increase in accounts payable and accrued liabilities of $3,144.

For the three months ended June 30, 2019, net cash flows used in operating activities was $11,889$15,555. The net cash used in operating activities for the nine-month periodthree months ended December 31, 2016.June 30, 2019 was attributed to a net loss of $17,764, increased by a decrease in accounts payable and accrued liabilities of $2,911 and decreased by a decrease in prepaid expense of $3,000 and an increase in accrued interest of $2,120.

Cash Flow from Investing Activities

During the three months ended June 2020 and 2019, we had no investing activities.

Cash Flow from Financing Activities

We have financed our operations primarily from either advances and loans from related and third parties orSmartex Investment Ltd., majority shareholder of the issuance of equity instruments. Company.

For the nine-month periodthree months ended December 31, 2017,June 30, 2020 and 2019, net cash from financing activities was $64,325 compared to $12,500 for the nine-month period ended December 31, 2016.$40,125 and $15,555, respectively.

As of December 31, 2017, and March 31, 2017, the Company owed $63,075 and $0 to the new chairman of the Board of Directors of the Company for legal fee payments on behalf of the Company.

As of December 31, 2017, and March 31, 2017, the Company owed $1,250 and $0 to a shareholder for the payment of transfer agent termination fee on behalf of the Company.

On July 5, 2017, the Company issued a 8% convertible note in the principal amount of $106,292 to a shareholder for the payment of the Company promissory notes and accrued interest at $84,588 and accounts payable and accrued liabilities at $21,704. The convertible note is due on demand, bears interest of 8% per annum and is convertible at a conversion price of $0.01 per share. As of December 31, 2017, the accrued interest payable on the convertible note was $4,170.

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, 2017,2020, relative to our ability to continue as a going concern. The Company, which has not generated any revenues, has incurred net losses, has nominal assets 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.

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Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to an investor in our securities.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Pursuant to Item 305(e) of Regulation of S-K (§229.305(e)), the Company is not required to provide the information required by this Item as it is a “smaller reporting company,” as defined by Rule 229.10(f)(1).

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in rules and forms adopted by the Securities and Exchange Commission, and that such information is accumulated and communicated to management, including the President and Secretary, to allow timely decisions regarding required disclosures.

Under the supervision and with the participation of our management, including our President and Secretary, we evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) as of the end of the period covered by this Quarterly Report. Based upon that evaluation, our President and Secretary concluded that, as of the end of the period covered by this Quarterly Report, our disclosure controls and procedures were not effective.

Changes in Internal Control Over Financial Reporting

During the fiscal quarter covered by this Quarterly Report, there has been no change in our internal control over financial reporting (as defined in Rule 13a-15(f) under the Exchange Act) that has materially affected, or is reasonably likely to materially

affect, our internal control over financial reporting.

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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.

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
32.132.2		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.

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