Xalles Holdings Inc (XALL)

[Gold prospector]

PTC XALL Due Diligence Report (Revised10/10/18)

About Xalles Holdings Inc. (OTC: XALL)

Xalles Holdings Inc. is a holdings company that focuses on direct investments in disruptive fintech companies. The company actively seeks acquisition targets with solid management teams and business models, large total attainable markets (TAM), and lucrative exit opportunities to invest and accelerate growth in. Recently, the company has placed emphasis on leveraging blockchain technologies to provide industry-leading financial reconciliation and auditing solutions, which will allow for the capture of recurring revenue streams over time. For more information visit: http://xalles.com

Market Cap 444,803 10/1/18
Authorized Shares 500,000,000 9/01/18
Outstanding Shares 83,925,000
Float 57,100,000 8/23/18
https://www.otcmarkets.com/stock/XALL/security

Chart https://www.otcmarkets.com/stock/XALL/overview

The following information can be found at https://www.otcmarkets.com/stock/XALL/news

Xalles and Amazing Living Announce Stock Rewards Program
Press Release | 07/12/2018
WASHINGTON, DC and MARGATE, FL, July 12, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, and its wholly owned subsidiary, Amazing Living Enterprises Inc., a network marketing company focusing on enhancing financial lives through a unique compensation program for affiliates, today jointly announce a significant change to the Amazing Living Affiliate Program with the addition of a Stock Rewards Program.

Starting July 1, 2018, Amazing Living Affiliates will be rewarded through “Amazing Living Dollars” for their activity in the program, purchasing from our eCommerce site, referring others, and loyalty to the company. Once they reach a set threshold of Amazing Living Dollars, they will be issued shares of XALL common stock of equivalent value at the current market price at the time.

“This is a game changer for the eCommerce and Networking industries,” stated Nathan Dickerson, Xalles Holdings Chief Marketing Officer. He continued, “We have an asset in publicly traded stock that has the potential to appreciate, which is the exact opposite of the way most rewards and loyalty programs work. It also creates a new direct incentive for affiliates to work hard to increase the value of their equity in our company.”

The program became effective July 1, 2018 and the company expects to be issuing the first reward shares within a few months, given the fair and reasonable methods that affiliates can use to receive Amazing Living Dollars.

“I am excited to introduce this new program to our affiliates this week as part of the other changes we made to improve the compensation plan for our sales affiliates,” commented Dr. Dennis Grant, President of Amazing Living Enterprises. He added, “we have something unique in the marketplace and we have taken a giant step towards achieving our vision of enhancing financial lives through the distribution of health improvement products.”

Amazing Living brings together a special combination of networking marketing, online commerce and the ability to receive stock in a publicly traded company. Bringing “Wall Street to Main Street” is a noble achievement that is expected to spur new growth in Amazing Living.

Xalles Holdings will continue to strive to offer new marketing and financial solutions and management support to its wholly owned subsidiary companies as part of its business accelerator program.

Xalles Holdings Inc. Announces Management Team Appointments
Press Release | 06/26/2018
WASHINGTON, DC, June 26, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, is announcing recent changes to its management team.

We are pleased to welcome Mr. Paul Erickson as a new member of the board of directors of Xalles Holdings Inc. For over 20 years, Paul has been at the forefront of the Digital Transformation; helping clients to plan for and implement the changes necessary as new disruptive technologies emerge in Banking, Retail, and Technology. He is an innovative and collaborative Executive known for building strong working relationships, mentoring unique talents, and fostering open communications to gain the trust and respect of clients, partners, and key decision-makers. His experience, including most recently as a Partner at IBM Global Business Services, has been on leading cross-functional teams towards the design and execution of transformative programs for internationally-renowned clients including blockchain projects. He has a proven history of overseeing sizeable teams across the complete transformation journey from strategy definition, technology design through to implementation.

Xalles is also announcing the appointment of Mr. Nathan Dickerson to the role of Chief Marketing Officer of Xalles Holdings Inc. Nathan has had a successful career in financial services and in marketing and sales. He worked for a large well-known credit card financial services company both in operations and in human resources. Nathan then worked for a major medical and pharmaceutical distribution company. At their local division, Nathan managed the pharmaceutical division, which included support to acute care hospitals, the U.S Department of Defense as well as other national accounts. Nathan followed his passion into the financial services industry after retiring from the pharmaceutical company. He was recognized as a top producer marketing insurance and financial services products direct to the consumer and did comprehensive financial planning. He is also the author of the book “Live Debt Free”.

“These recent appointments demonstrate our commitment to build a strong, ethical and effective management team and board to help guide Xalles,” said Xalles Holdings CEO, Thomas Nash. He continued, “I am excited to work with the new team members and leverage their experience and skills to achieve our corporate vision and increase shareholder value.”

Xalles Holdings will announce additional management team appointments for key roles in each of its operating subsidiaries in the coming weeks.

Xalles Holdings Inc. Acquires Assets of USA Savings Club
Press Release | 06/20/2018
WASHINGTON, DC. , June 20, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, recently completed an Asset Purchase Agreement for the acquisition of 100% of the assets and intellectual property of www.usasavingsclub.com, a consumer discount shopping club and fundraising service.

Xalles will create a new wholly owned subsidiary to operate an international network of savings clubs based on the USA Savings Club design. The original management team will be part of the new subsidiary and lead the U.S team. Xalles will provide additional resources for domestic growth and international expansion.

USA Savings Club has agreements with thousands of name brand merchants which establishes the base for expansion within the first few regions around the U.S. National brands and local merchants will participate in the program by offering discounts to consumers while supporting local schools and other not-for-profit organizations. Xalles expects to leverage the synergy between this company and the other consumer commerce and payment subsidiaries that are already part of the Xalles family of companies.

“This acquisition gives Xalles the ability to combine strengths of a few of our subsidiaries to offer consumers a way to shop locally at a discount while helping non-profit organizations in their fundraising through a passive and year-round method,” said Xalles CEO, Thomas Nash. He continued, “We believe the combined offering through our existing and new distribution channels will change the way people shop in their local communities.”

Xalles Holdings will continue to search for complementary acquisitions to enhance the consumer’s local shopping and eCommerce experiences.

Xalles Holdings Inc. Preparing Audited Financial Statements for Planned Uplist
Press Release | 05/29/2018
WASHINGTON, DC., May 29, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating Fintech companies, leveraging Blockchain technology for financial reconciliation, and payment auditing solutions, today announces a significant step in its business strategy through creating additional investor opportunities and liquidity.

During the month of June Xalles will be working with its third party PCAOB certified Auditor (Public Company Accounting Oversight Board) to audit the historical financial statements of the companies that Xalles has recently acquired during the past 6 months in addition to the Xalles Holdings financial statements.

The goal of the auditing work that will begin in early June is to enable the company to return to its previous status of fully SEC Reporting. This step will be taken in preparation for the company’s plan to Uplist Xalles to the OTCQB (OTC Markets Quotation Board). The company’s specialized SEC counsel is working with the Xalles management team to prepare the appropriate registration statements and other required documentation. The OTCQB market includes higher standards of transparency and will help Xalles accomplish two of its goals of shareholder liquidity and attraction of new investment capital. The company expects the Uplist process to be completed by August 2018.

The company is also exploring the options for a dual listing on an international exchange once the OTCQB Uplisting process has been completed. This will provide greater global investor access to the company’s securities.

Xalles Holdings will continue to work in parallel to the auditing and Uplisting processes by acquiring new assets and assembling a team of skilled operators.

Xalles Holdings Inc. Reduces Float by More Than 50 Percent
Press Release | 05/22/2018
WASHINGTON, DC, May 22, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, today announces a significant reduction in the number of outstanding and free trading shares of common stock.

Xalles has recently retired 27,000,000 free trading shares, which reduces the free trading float from 53,800,000 shares to 26,800,000 shares, resulting in a 50.19% reduction. This also results in a corresponding reduction in the total number of outstanding common shares from 79,520,000 to 52,520,000.

Information about these reductions on OTC Markets will be reported directly through the transfer agent in the coming days. These recent steps taken are part of Xalles’ promise to increase shareholder value by reducing the number of outstanding shares. This work began last month when Xalles announced on April 25, 2018 that it had reduced the number of outstanding common shares by 180,000,000.

Xalles Holdings will continue to work and build its shareholder value, an effective management team and acquire strategic assets.

Xalles Holdings Announces Transitioning Corporate Structure
Press Release | 05/01/2018
WASHINGTON, DC / ACCESSWIRE / May 1, 2018 / Xalles Holdings Inc. (OTC PINK: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, today announces a status update on its corporate structure transition.

Xalles posted an OTC Markets disclosure on April 6, 2018 indicating that based on the SEC definition of a "shell" that Xalles Holdings had ceased to be a shell based on events in the 4th Quarter of 2017 and the 1st Quarter of 2018. The disclosure links can be found here as reference:

https://www.otcmarkets.com/stock/XALL/disclosure

https://backend.otcmarkets.com/otcapi/company/financial-report/190362/content

As a result of the disclosure statement, OTC Markets removed the "shell" indicator from the company's profile. There is currently an indicator on the OTC Markets site for the XALL profile displaying "Shell Risk". This is an automatic indicator based on the most recent financial statements filed by the company. We expect this indicator to be automatically removed when the company files its Quarterly Financial Statements for 1st Quarter and 2nd Quarter of 2018. Xalles' fiscal year is the same as the calendar year.

Xalles Holdings will be soon announcing new executive team appointments during May as the company continues working to perform against its business plan.

Xalles Holdings Inc. Acquires Co-Owners Rewards Inc.
Press Release | 05/01/2018
Washington D.C., May 01, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, this week executed a Share Purchase Agreement for the acquisition of Co-Owners Rewards Inc., a consumer payment rewards company.

Xalles will leverage this acquisition to expand its reach into the lucrative consumer payments market. Co-Owners Rewards is planning to launch a unique rewards program linked to consumer payment cards and mobile payments. Co-Owners Rewards Inc. is also the sole shareholder of Amazing Living Enterprises Inc., a network and referral marketing firm which currently distributes healthy consumer products, administrates an affiliate management program, and manages a prepaid card program for its members. Amazing Living launched its Amazing Living Mall earlier this year. The “mall” is an e-commerce shopping experience that provides the consumer with access to over 1,200 major retailers and service providers, including Walmart®, BestBuy®, Home Depot®, Expedia®, and many others, but with the added benefit of receiving cash back rebates on each purchase.

“This acquisition gives Xalles two new, foundational building blocks in the consumer e-commerce and payments space,” said Xalles CEO, Thomas Nash. He continued, “We will continue to seek out strategic acquisition targets that will complement these businesses and add value to our company.”

The Co-Owners and Amazing Living acquisition transaction is planned to close on, or before, May 15, 2018. Upon closure, Co-Owners Rewards Inc. and Amazing Living Enterprises Inc. will each become wholly-owned subsidiaries of Xalles Holdings Inc. The share purchase agreement provides the opportunity for current Co-Owners shareholders to become shareholders of Xalles through the recently created Series C Preferred Shares.

Xalles Holdings will provide financial management and information technology support to the two new subsidiaries, to assist in their growth.

Xalles Holdings Inc. Reduces Number of Outstanding Common Shares by More Than 69%
Press Release | 04/25/2018
Washington D.C. , April 25, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, announces the restructuring of its common stock and addition debt reduction it has completed.

Xalles recently took measures to reduce the number of outstanding shares of common stock by more than 69%. This included the cancellation of a block of shares owned by the Xalles CEO, Thomas Nash.

Xalles also recently negotiated the retirement of the convertible notes on its balance sheet. This results in a simpler balance sheet and no remaining notes that can be converted to shares at a discount.

“The recent actions taken to reduce the debt and the number of outstanding shares of XALL common stock demonstrate our management team’s commitment to the company’s 2018 plan and desire to make Xalles more attractive to investors, partners and target acquisition companies,” stated Xalles CEO, Thomas Nash. “I have a long-term vision for this company in the fintech space and I am assembling an executive team that shares my vision.”

Xalles will continue efforts to reduce debt and strengthen its balance sheet while seeking strategic acquisitions.

Xalles Holdings Inc. Acquires Blockchain Development Company, BlockForge Inc.
Press Release | 04/17/2018
Washington D.C., April 17, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, this week executed a Share Purchase Agreement for the acquisition of BlockForge Inc., a blockchain design, development, and implementation firm.

As reported earlier this week, Xalles intends to utilize a blockchain-based platform to overcome client challenges in investment & financing systems (IFS) and financial transaction reconciliation (FTR). The BlockForge acquisition is one step towards successfully implementing these new service offerings, which are a key part of the Xalles business strategy in 2018. Xalles plans to create solutions with the appropriate level of transparency, privacy and operational efficiency, utilizing the company’s core X2X technology.

“The acquisition of BlockForge, Paul Erickson’s management expertise, and the resources he brings to our company will help form the nucleus of our new technology team for focusing on blockchain-based solutions,” said Xalles CEO, Thomas Nash. He continued, “The new team’s first assignment within Xalles will be to help design the new blockchain-based version of the X2X platform, including smart contracts.”

“There is a lot of synergy between BlockForge and Xalles. We both have a vision that will create a new way to support large investment projects, and create operational transparency in process and companies in which investments are deployed,” said BlockForge President, Paul Erickson. “I am excited to see our combined resources create tremendous, innovative solutions in blockchain and other emerging technologies, and to personally be part of the leadership team to realize the joint vision.”

The BlockForge acquisition transaction is planned to close on or before April 30, 2018. Upon closure, BlockForge Inc. will become a wholly-owned subsidiary of Xalles Holdings Inc. The share purchase agreement also provides the opportunity for BlockForge shareholders to become shareholders of Xalles through the recently created Series C Preferred Shares.

Additional updates will follow in the coming weeks as the company continues to execute on its business plan and assembles the corporate components to achieve its goals.

Xalles Holdings Inc. Revamps Business Plan for 2018
Press Release | 04/10/2018
WASHINGTON, DC, April 10, 2018 (GLOBE NEWSWIRE) -- Xalles Holdings Inc. (OTC: XALL), a company focusing on accelerating fintech companies, leveraging blockchain technology for financial reconciliation, and payment auditing solutions, recently revised and revamped its business plan to meet the increased demands of the X2X transaction tracking and reconciliation markets.

The core business model for Xalles is setting up “toll gates” for payment transactions to capture revenue from the commerce conducted by government organizations, businesses and consumers. In 2018, the company intends to utilize a blockchain-based platform to meet client challenges in investment & financing systems (IFS) and financial transaction reconciliation (FTR). Open-ledgers and Smart Contracts combined with the intellectual property designed into the company’s X2X system, provide a new, previously inaccessible level of transparency and integrity in these areas.

“Recently, we have seen blockchain take the world by storm,” said CEO Thomas Nash, “Many people have come to realize the technology has tremendous potential, but not as many people have put it to practical use yet. We have an actionable plan to make use of blockchain technology to dramatically improve the transparency, speed, and integrity of the IFS and FTR markets.”

In addition to creating a less error-prone and more trustworthy approach to reconciliation and investment and financing systems, blockchain-based platforms will increase the speed and efficiency of these services. The company will look to a combination of organic development and growth in 2018, plus several strategic acquisitions to enhance the resources and service offerings to consumers, business and government agencies. Xalles’ most recent acquisition was of ArrowVista Corporation, now a wholly owned subsidiary of Xalles, which performs payment audits.

More updates will follow as the company continues to execute on its new business plan and begins putting its blockchain-based platform plan into action through X2X.

Xalles Debt Reduction Announcement
Press Release | 01/17/2018
January 17, 2018
OTC Disclosure & News Service
Washington, DC —

This release includes additional documents. Select the link below to view.
XALL debt reduction release Jan 17 2018.pdf

Financial Reports can be locate at, https://www.otcmarkets.com/stock/XALL/disclosure

Attorney Letter with Respect to Current Information - Attorney Letter regarding 2017 Annual Report

Per CEO on 10/02/2018
Uplisted to OTCQB; the audit work has been slowed since we added some new subsidiaries, but I am expecting it all to be completed and QB applied this year (2018).
NO CONVERTIBLE debt instruments, so there are no artificial vehicles to hurt us going forward.