Explanatory Note

Explanatory Note

Xxxxxxx, Inc. has prepared this Form 1-A/A solely for the purpose of filing Exhibit 2.1 and Exhibit 12.1.

PART III 

INDEX TO EXHIBITS

1.1	Dalmore Group, LLC Broker-Dealer Agreement (1)
2.1	Fourth Amended and Restated Articles of Incorporation of Xxxxxxx, Inc.
2.2	Bylaws (1)
3.1	Investor Rights Agreement (1)
3.2	Right of First Refusal and Co-Sale Agreement (1)(2)
3.3	Form of Custody Account Agreement (1)
4.1	Form of Subscription Agreement (1)
5.1	Voting Agreement (1)(2)
6.1	Note Payable to The Xxxxxxx Xxxxxxxxxxxx Xxxxx Trust, dated June 1, 2020 (1)
6.2	Note Payable to Xxxxx Xxxxxx dated January 27, 2015 (1)(2)
6.3	Note Receivable between the company and Xxxxxxx X. Xxxxxxxx (1)
6.4	Management Advisory Services Agreement dated December 18, 2018 between the Company and  bocm4, LLC (1)
6.5	Xxxxxxx 2018 Incentive Stock Option Plan (1)
6.6	Employment Agreement between the company and Xxxxxxx X. Xxxxxxxx (1)(2)
6.7	Employment Agreement between the company and Xxxxxx Xxxxxx (1)(2)
6.8	Loan Agreement dated and Note dated January 10, 2020 (1)
8	Form of Escrow Agreement (1)
11.1	Consent of Squire & Company PC (1)
12.1	Attorney’s Opinion

(1)Previously filed

(2)Portions of the exhibit has been omitted

SIGNATURES

Pursuant to the requirements of Regulation A, the issuer certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form 1-A and has duly caused this Offering Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Hermosa Beach, California, on September 3, 2021.

Xxxxxxx, Inc.

/s/ Xxxxxx Xxxxxx

By Xxxxxx Xxxxxx

CEO of Xxxxxxx, Inc.

This Offering Statement has been signed by the following persons in the capacities and on the dates indicated.

/s/ Xxxxxx Xxxxxx

Xxxxxx Xxxxxx, Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer

Date: September 3, 2021

/s/ Xxxxxxx Xxxxxxxx

Xxxxxxx Xxxxxxxx, Chairman of the Board of Directors

Date: September 3, 2021

/s/ Xxxxxxx Xxxxxx

Xxxxxxx Xxxxxx, Director

Date: September 3, 2021