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 known as Mi1 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 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 amendment to its articles of incorporation with the Secretary of State of the State of Nevada changing the Company's name from Domain Extremes Inc. to Mi1 Global 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 of common stock began trading on the OTC Pink Marketplace under the symbol "MIGT" to reflect the Company's new name.

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.









  14

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 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 Company is awaiting the approval of FINRA for the market effectiveness of the name change.

Results of Operations for the Three Months Ended September 30, 2021 and 2020

Net Sales

We generated revenues of $nil for the nine and three months ended September 30, 2022 and 2021. 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 $38,101 and $9,470 for the nine and three months ended September 30, 2022, respectively, and a net loss of $28,940 and $10,663 for the Nine and three months ended September 30, 2021. The increase in loss was due to less legal expenses incurred.

We incurred general, administrative and operating expenses of $38,101 for the nine months ended September 30, 2022 and $28,940 for the nine months ended September 30, 2021. Of these amounts, a substantial portion of our expenses for the nine months ended September 30, 2022 and 2021 related to professional fees such as legal and accounting service fees, audit service fees, etc. The professional fees incurred for the nine months ended September 30, 2022 and 2021 were $33,326, and $27,170, respectively.

We incurred general, administrative and operating expenses of $9,740 for the three months ended September 30, 2022 and $10,663 for the three months ended September 30, 2021. Of these amounts, a substantial portion of our expenses for the three months ended September 30, 2022 and 2021 related to professional fees such as legal and accounting service fees, audit service fees, etc. The professional fees incurred for the three months ended September 30, 2022 and 2021 were $7,495 and $10,108, respectively.









  15

Liquidity and Capital Resources

As shown in the accompanying financial statements, the Company had an accumulated loss of $748,039 as of September 30, 2022 compared to the accumulated loss of $709,937 as of December 31, 2021. There was a working capital deficit of $400,877 on September 30, 2022 and $362,775 as of December 31, 2021. The increase of $38,102 was mainly due to the operating loss for the nine months ended September 30, 2022.

At September 30, 2022 and December 31, 2021, 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 September 2023 to be approximately $60,000. However, this amount may be materially increased if market conditions are favorable for a more rapid expansion of our business model or if we adjust our model 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 around $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 until we secure sufficient revenues, principally from advertisers on our 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 September 30, 2022, we did not have any off-balance sheet arrangements.









  16

© Edgar Online, source Glimpses