Notes
to Condensed Consolidated Financial Statements
For the Three Months Ended March 31, 2023 and 2022
(Unaudited)
NOTE
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Organization
and Description of Business
GEX
Management, Inc. was originally formed in 2004 as Group Excellence Management, LLC. d/b/a MyEasyHQ. In March of 2016, it was converted
from a limited liability company into a C corporation and changed its name to GEX Management, Inc.
GEX
Management initially began operations as a Professional Services Company providing back office support to third-party clients. In 2016
GEX Management revised its business model to provide staffing and back-office services to a wide variety of industries in order to expand
the Company’s footprint, thereby building on the previous 12-year history of exceptional client service. Over the next few years,
GEX Management experienced tremendous growth in sales and customer pipeline - staffing business grew by over 1600%+ from 2016 to 2017
with the firm being named among the “fastest growing public companies in the North Texas region” by the Dallas Morning News,
while also significantly expanding its client footprints across multiple staffing, business consulting and PEO opportunities.
In
2019, the management of GEX under the leadership of Sri Vanamali set strategic goals to revise the business model to expand into areas
of higher margin and growth particularly in the area of Technology and Strategy Consulting Services. In Q4 2019, GEX signed a contract
with one of the fastest growing, VC backed social video platform to provide key corporate and strategy consulting services – an
initiative that the CEO was personally involved with in developing and growing the strategic business relationship over two years. This
contract resulted in enormous growth opportunities for GEX and significantly expanded growth in future periods as well. GEX signed additional
contracts to provide interim “CFO” and “CEO” consulting services to various high growth public and private companies,
resulting in doubling of sales within a year and achieving an astounding double digit expansion in gross margins despite the pandemic
related recessionary business environment. Furthermore, GEX has been in talks with multiple companies to identify synergistic acquisition
opportunities to fuel organic and inorganic growth and fulfil the corporate objective of becoming a top tier business and technology
focused firm while also developing a long term and sustainable technology centric business model. Management expects these growth initiatives
to help the firm eventually achieve strong and stable revenue growth while also achieving sustainable long-term profitability by targeting
a higher margin, lower cost model and relying on less expensive debt instruments to help reduce the burden across the firm’s capital
structure.
Beginning
2020. under Sri Vanamali’s executive leadership, GEX Management has built its core competency to provide value creation services
as a key operating partner to private equity firms and strategic operators by focusing on several key areas:
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Industry
Expertise: GEX Management has developed deep expertise in several industries, including technology, healthcare, niche manufacturing,
industrials energy, and more. This expertise enables the company to understand the unique challenges and opportunities facing businesses
in these industries, and to provide tailored solutions that drive value creation. |
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Data-Driven
Approach: GEX Management uses AI based data-driven analysis to identify opportunities for value creation in its clients’ businesses.
This includes analyzing financial and operational data to identify areas for improvement, and developing strategies to drive growth
and profitability. |
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Operational
Expertise: GEX Management has a team of experienced consultants with a strong background in operational management. This expertise
enables the company to provide practical solutions that address operational inefficiencies and improve overall performance. |
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Network
of Strategic Partners: GEX Management has developed a network of strategic partners, including technology vendors, service providers,
and other consulting firms. This network enables the company to provide comprehensive solutions to its clients, leveraging the expertise
of its partners as needed. |
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Culture
of Innovation: GEX Management fosters a culture of innovation, encouraging its consultants to think creatively and develop new solutions
to meet its clients’ needs. This approach enables the company to stay ahead of industry trends and provide cutting-edge solutions
to its clients. |
The
strategic roadmap for GEX Management in providing value creation services as a key operating partner to PE firms in 2023 involves expanding
its industry expertise and developing new partnerships to support its growth. The company plans to deepen its expertise in key sectors
such as healthcare and technology, while also expanding into new sectors such as retail, industrials and consumer goods. Additionally,
GEX Management plans to develop new partnerships with technology vendors and other service providers to offer its clients a broader range
of solutions. Through these initiatives, GEX Management aims to continue providing exceptional value creation services to its clients
and maintaining its position as a leading management consulting firm.
Under
Mr. Vanamali’s stewardship, Phase 1 of the GEX strategic roadmap implemented in Q1 2019 involved building out the Management Consulting
business model, while Phase II beginning in Q2 2020 involved accelerating the GEX MSP partnership model to expand our enterprise corporate
client base. In Q1 2023, Mr. Vanamali announced Phase III of GEX Management’s strategic roadmap, which involved building out a
proprietary AI-powered technology platform and product base to complement its full spectrum of strategy consulting and enterprise consulting
business suite offerings. This initiative represents a significant investment for the company and is designed to enhance its ability
to provide value creation services to strategics and private equity clients in several key ways:
Improved
Data Analytics: The AI-powered platform will enable GEX Management to leverage advanced data analytics to identify opportunities for
value creation in its clients’ businesses. The platform will use machine learning algorithms to analyze large data sets and identify
patterns and trends that are not easily detectable through traditional data analysis methods.
Enhanced
Operational Efficiency: The platform will also enable GEX Management to automate many of its operational processes, allowing the company
to provide faster and more efficient service to its clients. This will include automating data collection and analysis, as well as streamlining
project management and communication with clients.
Customized
Solutions: The platform will allow GEX Management to provide customized solutions to its clients based on their specific needs and challenges.
The platform will be designed to adapt to each client’s unique business environment, providing tailored recommendations that are
specifically designed to drive value creation.
Competitive
Advantage: The AI-powered platform will provide GEX Management with a significant competitive advantage over other consulting firms.
By leveraging advanced data analytics and automation, the company will be able to provide faster and more accurate solutions to its clients,
enabling it to differentiate itself in the highly competitive consulting market.
GEX
Management’s Phase 3 initiative is considered a hypergrowth strategy because it is designed to leverage technology and innovation
to drive rapid expansion and growth for the company. By building a proprietary AI-powered platform, the company is positioning itself
to capture a larger share of the consulting market and establish itself as a leader in the industry.
There
are several key factors that are expected to contribute to the hypergrowth potential of this initiative:
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Scalability:
The AI-powered platform will enable GEX Management to scale its operations more efficiently and effectively. By automating many of
its operational processes and leveraging advanced data analytics, the company will be able to handle a larger volume of clients and
projects without significantly increasing its staffing levels. |
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Competitive
Advantage: The AI-powered platform will provide GEX Management with a significant competitive advantage over other consulting firms.
This will enable the company to attract new clients and expand its business more quickly than its competitors. |
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Market
Demand: There is a strong market demand for AI-powered solutions in the consulting industry. By developing a proprietary platform
that leverages advanced AI and data analytics, GEX Management is positioning itself to capitalize on this demand and capture a larger
share of the market. |
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Value
Proposition: The AI-powered platform will enable GEX Management to provide more efficient, customized, and accurate solutions to
its clients. This will enhance the company’s value proposition and position it as a leader in the industry, driving further
growth and expansion. |
The
development of an AI-powered technology platform is a key component of GEX Management’s value proposition to strategic and private
equity clients. The platform will enable the company to provide more efficient, customized, and accurate solutions to its clients, helping
them to achieve their strategic goals and drive value creation. Additionally, the platform will help GEX Management to differentiate
itself in the highly competitive consulting market, positioning the company as a leader in the industry and a valuable partner to private
equity firms seeking to maximize their returns on investment.
Under
Sri Vanamali’s executive leadership, GEX Management was invited in February 2019 to be a Preferred Supplier to Insight Global,
one of the world’s largest Managed Service Providers (MSPs) to Fortune 100 Companies in the Enterprise Technology Consulting space.
The first consultant that GEX hired through this Preferred Supplier initiative was successfully placed at a large PA based financial
services firm to provide Business and Quality Analysis professional services to the client. Subsequently, GEX placed its second enterprise
consultant at the world’s leading Fortune 100 CRM Company at its headquarters in San Francisco and subsequently several more highly
skilled Enterprise Technology Consultants at leading Fortune 500 retail, healthcare, manufacturing and technology clients across the
country.
Subsequently,
GEX Management has achieved significant growth by expanding its client base through partnerships with top-tier technology MSPs such as
Robert Half, Insight Global, TekFortune, and Aegean. These partnerships have allowed GEX to offer its consulting services to a wide range
of clients, including some of the biggest names in various industries.
The
end clients for whom GEX consultants provide services include leading companies such as Salesforce, Anthem, Walmart, United Airlines,
Disney, Marriott, Paramount, Morgan Stanley, and Carlyle Group, among others. This diverse client base has provided GEX with the opportunity
to work with clients across a wide range of industries, allowing the company to gain valuable experience and knowledge that it can leverage
to provide high-quality services to its clients. Through its strong relationships with its MSP partners and its focus on providing exceptional
service to its clients, GEX has been able to expand its client base and increase its revenue significantly. The company has also been
able to leverage its expertise and experience to develop new service offerings and expand into new markets, further driving its growth
and success. Moving forward, GEX plans to continue building on its success by expanding its partnerships with leading MSPs and identifying
new opportunities to serve its clients’ needs. The company will also continue to invest in its technology platform and product
base to ensure it can provide the most innovative and effective solutions to its clients.
As
a direct result of the high market demand for experienced technology consultants via its multiple supplier programs, the GEX team has
interviewed and has acquired over 30 highly experienced enterprise technology consultants with expertise across a wide array of functions
(Enterprise Architects, Project Managers, Systems Integration Developers, Quality Assurance Specialists and Business Systems Analysts)
who have been identified for various short to long term projects. Additionally, GEX plans to hire and place a large pool of enterprise
consultants over the next 18 - 24 month period to satisfy its growing pipeline of future contracts.
In
addition to these planned strategic growth initiatives across both strategy and technology consulting, , management has been focusing
on materially improving its balance sheet by significantly reducing or eliminating the debt or debt like instruments related to convertible
notes and asset related liens introduced in 2018 while simultaneously exploring opportunities to reduce or eliminate the high interest
MCA related toxic debt instruments that resulted in significant interest expenses to the company and a burden to operating capital. Under
the balance sheet clean up initiative, GEX Management has focused on reducing its liabilities and improving its financial health. The
company has taken several actions to achieve this, including:
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Debt
restructuring: GEX Management has restructured its debt to reduce the amount of outstanding debt and lower the interest rate, resulting
in lower interest expense and improved cash flow. |
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Expense
reduction: The company has implemented cost-cutting measures to reduce expenses and improve profitability, such as renegotiating
contracts and reducing non-essential expenses. |
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Asset
divestiture: GEX Management has sold non-core assets to generate cash and reduce debt. |
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Improved
collections: The company has improved its collections process to ensure timely payment of receivables and reduce outstanding balances. |
As
a result of these actions, GEX Management has been able to significantly reduce its liabilities from $7,116,854 in fiscal year 2021 to
$1,840,499 in 2022. This has a positive impact on the company’s financial health and reduces the risk of insolvency. It also improves
the company’s ability to secure financing at lower interest rates, which can result in lower borrowing costs and improved profitability.
This
focus on balance sheet cleanup and to stay significantly “asset-lite” is expected to achieve material results by Q2 2023,
at which point GEX would be primed for its next phase of strategic growth initiatives by deploying equity and non-toxic debt instruments
towards organic and inorganic opportunities. Finally, management believes that the material elimination of MCA and related debt like
instruments will be a critical first step prior to rebuilding a robust revenue pipeline as this will require strong working capital and
favorable leverage covenants to sustain operations in the long term as well as reduce liabilities related to attachment to future receivables.
While management efforts to settle these instruments are aggressively underway, the inability or failure by the firm to completely address
any toxic debt instruments could result in management pursuing a restructuring program or similar initiatives to bring the balance sheet
within reasonable covenant parameters to allow the firm to continue operating efficiently in the coming years without exposing future
customers to significant business risks associated with these toxic instruments. As part of this long term strategy, management has already
begin putting processes in place to protect the company via a robust internal restructuring program and will be announcing the outcome
of these intra-company restructuring efforts that will protect the interests of investors and shareholders alike over the long term and
also streamline the corporate structure to be synergistic with the management’s long term vision for the company.
Material
Definitive Agreements
No
Material Agreements have been executed by the Company during this reporting period.
Basis
of Presentation
Our
financial statements have been prepared in conformity with accounting principles generally accepted in the United States (“GAAP”),
as well as the applicable regulations and rules of the Securities and Exchange Commission (“SEC”). This requires management
to make estimates and assumptions that affect the amounts reported in the financial statements and their accompanying notes. The actual
results could differ from those estimates.
Principles
of Consolidation
The
consolidated financial statements include the accounts of GEX Management, Inc. and its wholly owned subsidiaries. Intercompany accounts
and transactions have been eliminated in consolidation.
There
have been no significant changes to our accounting policies that have a material impact on our financial statements and accompanying
notes.
Use
of Estimates
The
preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect certain
reported amounts and disclosures. Accordingly, actual results could differ from those estimates.
Cash
and Cash Equivalents
Cash
and cash equivalents include cash in banks and short-term investments with original maturities of three months or less.
Accounts
Receivable
Accounts
receivable consists of accrued services and consulting receivables due from customers and are unsecured. The receivables are generally
due within 30 to 45 days after the date of the invoice. Accounts receivable is carried at their face amount, less an allowance for doubtful
accounts. GEX’s policy is not to charge interest on receivables after the invoice becomes past due. Write-offs are recorded at
the time when a customer receivable is deemed uncollectible.
Related
Parties
Parties
are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are
controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management,
members of the immediate families of principal owners of the Company and its management and other parties with which the Company may
deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one
of the transacting parties might be prevented from fully pursuing its own separate interests.
Long-Lived
Assets
The
Company records an impairment of long-lived assets used in operations, other than goodwill, and its equity method investments when events
or circumstances indicate that the asset might be impaired and the estimated undiscounted cash flows to be generated by those assets
over their remaining lives are less than the carrying amount of those items. The net carrying value of assets not recoverable is reduced
to fair value, which is typically calculated using the discounted cash flow method.
Revenue
Recognition
Management
Consulting Services
GEX
Management recognizes revenue for its management consulting services in accordance with ASC 606 - Revenue from Contracts with Customers.
Revenue
is recognized when control of the services is transferred to the client and the consideration for the services is expected to be collected.
Control is transferred when the client is able to direct the use of and obtain substantially all of the benefits from the services provided.
The
revenue recognized is based on the transaction price, which is the amount of consideration that GEX expects to be entitled to in exchange
for providing the services. The transaction price is determined based on the estimated costs to complete the project, as well as the
estimated profit margin on the project.
GEX
Management typically enters into contracts with clients that specify the scope of services to be provided, the time period for which
the services will be provided, and the fees for the services. Revenue is recognized over the period during which the services are provided,
generally on a straight-line basis over the term of the contract.
If
there are any changes to the scope of the services or the fees for the services, GEX Management will assess whether these changes constitute
a modification of the original contract. If a modification is deemed to exist, GEX will reassess the transaction price and adjust the
revenue recognized accordingly.
GEX
Management also considers any variable consideration, such as performance bonuses or penalties, when recognizing revenue. If the amount
of variable consideration cannot be estimated reliably, it will be excluded from the transaction price until it can be reliably estimated.
In
summary, GEX Management recognizes revenue for its management consulting services in accordance with ASC 606, based on the transfer of
control of services to the client and the expected consideration to be collected. Revenue is recognized over the period during which
the services are provided and is adjusted for any changes in scope or fees.
All
employees are completely vetted by the company to ensure their employment terms are in adherence to all applicable state. federal and
immigration laws. Additionally, GEX Management carries professional liability and fidelity/crime insurance to protect against risks involving
working at third party client locations that require the workers to handle sensitive client data and equipment.
Income
Taxes
The
Company uses the liability method in the computation of income tax expense and the current and deferred income taxes payable. A valuation
allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Fair
Value Measurements
ASC
Topic 820 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and requires
certain disclosures about fair value measurements. In general, fair value of financial instruments is based upon quoted market prices,
where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily
use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded
at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s credit worthiness,
among other things, as well as unobservable parameters.
Earnings
Per Share
Earnings
per share are calculated in accordance with ASC 260 “Earnings per Share”. Basic income (loss) per share is computed by dividing
the period income (loss) available to common shareholders by the weighted average number of common shares outstanding. Diluted earnings
(loss) per share is computed by dividing the income (loss) available to common share-holders by the weighted average number of common
shares outstanding plus additional common shares that would have been outstanding if dilutive potential common shares had been issued.
For purposes of this calculation, common stock dividends, warrants and options to acquire common stock, would be considered common stock
equivalents in periods in which they have a dilutive effect and are excluded from this calculation in periods in which these are anti-dilutive
to the net loss per share.
Reclassifications
Certain
prior year amounts have been reclassified to conform to the current year presentation. Such reclassifications have had no effect on the
financial position of the Company.
Note
2. Going
Concern
To
date, the Company has funded its operations primarily through public and private offerings of common stock, our line of credit, short-
term discounted and convertible notes payable. The Company has identified several potential financing sources in order to raise the capital
necessary to fund operations.
In
addition to the aforementioned current sources of capital that will provide additional short-term liquidity, the Company is currently
exploring various other alternatives including debt and equity financing vehicles, strategic partnerships, government programs that may
be available to the Company, as well as trying to generate additional sales and increase margins. However, at this time the Company has
no commitments to obtain any additional funds, and there can be no assurance such funds will be available on acceptable terms or at all.
If the Company is unable to obtain additional funding and improve its operations, the Company’s financial condition and results
of operations may be materially adversely affected and the Company may not be able to continue operations, which raises substantial doubt
about its ability to continue as a going concern. Additionally, even if the Company raises sufficient capital through additional equity
or debt financing, strategic alternatives or otherwise, there can be no assurances that the revenue or capital infusion will be sufficient
to enable it to develop its business to a level where it will be profitable or generate positive cash flow. If the Company raises additional
funds through the issuance of equity or convertible debt securities, the percentage ownership of our stockholders could be significantly
diluted, and these newly issued securities may have rights, preferences or privileges senior to those of existing stockholders. If the
Company incurs additional debt, a substantial portion of its operating cash flow may be dedicated to the payment of principal and interest
on such indebtedness, thus limiting funds available for business activities. The terms of any debt securities issued could also impose
significant restrictions on the Company’s operations. Broad market and industry factors may seriously harm the market price of
our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds. Similarly,
if the Company’s common stock is delisted from the public exchange markets, it may limit its ability to raise additional funds.
The
consolidated financial statements for the twelve months ended December 31, 2022 and three months ended March 31, 2023 were prepared on
the basis of a going concern which contemplates that the Company will be able to realize assets and discharge liabilities in the normal
course of business. Accordingly, they do not give effect to adjustments that would be necessary should the Company be required to liquidate
its assets. The ability of the Company to meet its total liabilities of 1,871,120 and to continue as a going concern is dependent upon
the availability of future funding, continued growth in billings and sales contracts, and the Company’s ability to profitably meet
its after-sale service commitments with its existing customers. The financial statements do not include any adjustments that might result
from the outcome of these uncertainties.
In
addition, at this time we cannot predict the impact of COVID-19 on our ability to obtain financing necessary for the Company to fund
its working capital requirements. Also, it may hamper our efforts to comply with our filing obligations with the Securities and Exchange
Commission.
NOTE
3. STOCKHOLDERS’ EQUITY
During
the 3 months ended March 31, 2023, the Company issued 102613,194 shares of common stock for conversions of notes payable. The notes were
converted within the terms of the original note agreements and therefore, no gain or loss was recognized on the conversions.
NOTE
4. NOTES PAYABLE
On
April 26, 2018, the Company entered into two Securities Purchase Agreements, pursuant to which the Company issued Convertible Promissory
Notes (“the Notes”) with principal amounts totalling up to $1,000,000, bearing interest at 10% per annum. The total amounts
of the Notes that can be funded (consideration that can be loaned to the Company) is up to $887,500, after discounts of $112,500 prorated
over the term of the Notes. Amounts borrowed by the Company mature in twelve months after the date of funding and can be prepaid up to
six months after issuance subject to prepayment penalties and approval by the Note holders. Any amounts outstanding on the Notes can
be converted into Common Stock at a conversion price of $2.50 per share for the first six months and at a discount of up to 50% thereafter
to the then current market value of the Company’s stock commencing six months after issuance. Conversion is at the sole discretion
of the holders of the Notes. In May 2018, the Company borrowed $200,000 under the Notes, and received $175,000 after giving effect to
discounts of 10% for each note and origination fees. The Company incurred a total of $5,000 related to origination fees on the Notes.
Additionally, the Company issued 50,000 warrant shares for debt issuance costs at an exercise price of $4.00 per share. The warrants
are exercisable for five years and had a fair market value of $31,852 on the date of issuance. The Notes bear interest at 10% per annum.
On April 26, 2018, the Company entered into a convertible note payable for $146,681 bearing interest at 10% per annum.
On
April 26, 2018, the Company entered into two Securities Purchase Agreements, pursuant to which the Company issued Convertible Promissory
Notes (“the Notes”) with principal amounts totaling up to $1,000,000, bearing interest at 10% per annum. The total amounts
of the Notes that can be funded (consideration that can be loaned to the Company) is up to $887,500, after discounts of $112,500 prorated
over the term of the Notes. Amounts borrowed by the Company mature in twelve months after the date of funding and can be prepaid up to
six months after issuance subject to prepayment penalties and approval by the Note holders. Any amounts outstanding on the Notes can
be converted into Common Stock at a conversion price of $2.50 per share for the first six months and at a discount of up to 50% thereafter
to the then current market value of the Company’s stock commencing six months after issuance. Conversion is at the sole discretion
of the holders of the Notes. In May 2018, the Company borrowed $200,000 under the Notes, and received $175,000 after giving effect to
discounts of 10% for each note and origination fees. The Company incurred a total of $5,000 related to origination fees on the Notes.
Additionally, the Company issued 50,000 warrant shares for debt issuance costs at an exercise price of $4.00 per share. The warrants
are exercisable for five years and had a fair market value of $31,852 on the date of issuance. The Notes bear interest at 10% per annum.
On April 26, 2018, the Company entered into a convertible note payable for $146,681 bearing interest at 10% per annum. All principal
and interest is due on April 26, 2019.
On
April 26, 2018, the Company entered into a convertible note payable for $146,681 bearing interest at 10% per annum. All principal and
interest is due on April 26, 2019. On August 1, 2018, the Company entered into a convertible note payable for $226,000 bearing interest
at 12% per annum. All principal and interest is due on January 27, 2019.
On
August 8, 2018, the Company entered into a convertible note payable for $85,000 bearing interest at 10% per annum. All principal and
interest is due on August 8, 2019. On August 14, 2018, the Company entered into a convertible note payable for $250,000 bearing interest
at 10% per annum. All principal and interest is due on May 6, 2019. On August 24, 2018, the Company entered into a convertible note payable
for $85,000 bearing interest at 10% per annum. All principal and interest is due on August 24, 2019. On August 29, 2018, the Company
entered into a convertible note payable for $112,750 bearing interest at 10% per annum. All principal and interest is due on August 29,
2019. On January 18 2019, the Company entered into a convertible note payable for $226,000 bearing interest at 12% per annum. All principal
and interest is due on July 18, 2019. On February 15, 2019, the Company entered into a convertible note payable for $43,000 bearing interest
at 10% per annum. All principal and interest is due on February 15, 2020. On April 16, 2019, the Company entered into a convertible note
payable for $38,000 bearing interest at 10% per annum. All principal and interest is due on April 16, 2020. On March 25, 2019, the Company
entered into a convertible note payable for $50,000 bearing interest at 12% per annum. All principal and interest is due on March 25,
2020. On September 27, 2019, the Company entered into a convertible note payable for $45,000 bearing interest at 10% per annum. All principal
and interest is due on March 27, 2020. On October 12, 2019, the Company entered into a convertible note payable for $100,000 bearing
interest at 10% per annum. All principal and interest is due on October 12, 2020. On February 8, 2021, the Company entered into a convertible
note payable for $53,500 bearing interest at 10% per annum. All principal and interest is due on February 8, 2022. On March 19, 2021,
the Company entered into a convertible note payable for $38,500 bearing interest at 10% per annum. All principal and interest is due
on March 19, 2022. On April 20, 2021, the Company entered into a convertible note payable for $43,750 bearing interest at 10% per annum.
All principal and interest is due on April 20, 2022. On June 9, 2021, the Company entered into a convertible note payable for $43,750
bearing interest at 10% per annum. All principal and interest is due on June 9, 2022. On June 9, 2021, the Company entered into a convertible
note payable for $88,000 bearing interest at 12% per annum. All principal and interest is due on June 9, 2022. On June 25, 2021, the
Company entered into a convertible note payable for $110,000 bearing interest at 12% per annum. All principal and interest is due on
June 25, 2022. On August 6, 2021, the Company entered into a convertible note payable for $110,000 bearing interest at 8% per annum.
All principal and interest is due on August 6, 2022. On August 9, 2021, the Company entered into a convertible note payable for $333,333.33
bearing interest at 12% per annum. All principal and interest is due on August 9, 2022. On August 10, 2021, the Company entered into
a convertible note payable for $200,000.00 bearing interest at 12% per annum. All principal and interest is due on August 10, 2022. On
August 20, 2021, the Company entered into a convertible note payable for $100,000.00 bearing interest at 12% per annum. All principal
and interest is due on August 20, 2022. On September 1, 2021, the Company entered into a convertible note payable for $27,500 bearing
interest at 8% per annum. All principal and interest is due on September 1, 2022. On September 1, 2021, the Company entered into a convertible
note payable for $55,000 bearing interest at 8% per annum. All principal and interest is due on September 1, 2022. On September 2, 2021,
the Company entered into a convertible note payable for $155,000 bearing interest at 12% per annum. All principal and interest is due
on September 2, 2022. On September 9, 2021, the Company entered into a convertible note payable for $11,000 bearing interest at 8% per
annum. All principal and interest is due on September 9, 2022.
NOTE
5. RELATED PARTY TRANSACTIONS
On
March 1, 2015, the Company entered into a Line of Credit Agreement with P413 at an interest rate of 6%. This line of credit has a balance
of $483,677 at March 31, 2022 and December 31, 2021, respectively. On May 2, 2018, this line of credit was extended to April 1, 2020.
On September 1, 2018, the line of credit was extended to September 1, 2020. The line of credit is currently in default.
The
Company owed a director of the Company $172,567 and $172,567 for reimbursable expenses as of March 31, 2022 and December 31, 2021, respectively.
NOTE
6. COMMITMENTS AND CONTINGENCIES
Litigation
From
time to time, claims are made against the Company in the ordinary course of its business, which could result in litigation. Claims and
associated litigation are subject to inherent uncertainties and unfavorable outcomes could occur, such as monetary damages, fines, penalties,
or injunctions prohibiting the Company from selling one or more products or engaging in other activities. The occurrence of an unfavorable
outcome in any specific period could have a material adverse effect on the Company’s results of operations for that period or future
periods.
In
2019, a judgement was received against the Company awarding EMA Financial, a former note holder of the Company, settlement of default
notes payable, accrued interest and fees in the amount of $195,250. The amount is recorded on the balance sheet as of December 31, 2021,
and December 31, 2020. The Company paid the full amount due under the judgement during fiscal year 2022.
NOTE
7. SUBSEQUENT EVENTS