General Organization and Business | NOTE 1 – GENERAL ORGANIZATION AND BUSINESS Xalles Holdings Inc. (“the Company”) was incorporated in the State of Nevada on December 14, 2009 under the name Stella Blu, Inc. On August 24, 2015, the Company changed its name to Xalles Holdings Inc. The Company began limited operations on February 10, 2013 and has not yet realized any revenues from its planned operations. On July 14, 2015, the Company entered into a Share Exchange Agreement (the “Share Exchange Agreement”) with Xalles Limited ("Xalles"), a Delaware corporation (incorporated in October 2014), Arrowvista Corporation ("Arrowvista"), a Delaware corporation, Xalles Singapore Pte. Ltd. ("Xalles Singapore"), a Singapore corporation, and the shareholders of Xalles, Arrowvista, and Xalles Singapore. Pursuant to the Share Exchange Agreement, Xalles, Arrowvista, and Xalles Singapore will become wholly-owned subsidiaries of the Company in exchange for the issuance of certain shares. Xalles became a wholly-owned subsidiary by the issuance of 19,500,000 shares of common stock on July 16, 2015 (the "First Tranche"). Please refer to Note 3. Arrowvista will become a wholly-owned subsidiary by the issuance of 4,500,000 shares of common stock on or before June 30, 2016. Xalles Singapore will become a wholly-owned subsidiary by the issuance of 2,250,000 shares of common stock on or before June 30, 2016. The consummation of the transactions set forth in the Share Exchange Agreement are subject to certain conditions. On July 1, 2015, prior to the closing of the First Tranche of the Share Exchange Agreement, Arrowvista transferred a note receivable and a license to Xalles in consideration of a note payable in the amount of $97,211. The amount owed is unsecured, non-interest bearing, and due on demand. Please refer to Note 7(d). On August 19, 2015, the Company effected a 3-for-1 forward stock split of its common stock. All common share and per common share amounts in these financial statements have been retroactively restated to reflect the stock split. The Company is engaged in the patent monetization business. The Company’s principal operations will include the acquisition, licensing, and enforcement of patented technologies. The Company will develop portfolios from patents whose rights are obtained from third parties. The Company expects to generate revenues and related cash flows from the subsequent sale, licensing and enforcement of those patents. These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary debt or equity financing to continue operations, and the attainment of profitable operations. There is no guarantee that the Company will be successful in these efforts. As at September 30, 2015, the Company has not commenced its planned operations, has a working capital deficiency of $170,511 and has accumulated losses of $(43,897) since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. |