The material terms of the $475,000 Convertible Note includes (1) Annual Interest of 12% payable at maturity in 24 months from date of issue, (2) Note is convertible into the Company’s common stock at $0.0004 per share, (3) until the total $475,000 and accrued interest is paid off, and the note has zero outstanding balance, note-holder receives 50% of all/any funds raised through any means including shares issuance, note issuance, or traditional borrowing from local banks, and (4) the note could be paid off at any time before maturity because it has no prepayment penalty.

Pursuant to the agreement, JPEX, in an all-stock deal, acquired Mekaddesh Group Corporation (MGC), a Dallas, Texas, entertainment operation formed in 2015 to operate and promote TV and radio stations for Hispanic programming. MGC’s current programming includes: Alcance, Radio La Tremenda, Radio Mana, Unimax Television Al Maximo, El Buen Samaratino, and Un Tiempo En Su Presencia. Following the acquisition, Mekaddesh Group became a subsidiary of JPEX and Mekaddesh officer, Maria Guel was appointed as the President and CEO of JPEX.

Following the acquisition of Mekaddesh Group Corporation, the Company pivoted its business plan to that of Mekaddesh, Radio & Television Stations operations.

The Company operates 100% through Mekaddesh Group Corporation which was formed to acquire TV and radio stations for Hispanic programming.

Mekaddesh current generates revenue from operation in four principle areas that includes: (1) Rental Income of operating Radio Stations in different cities; (2) Sale of advertising from 4 Radio Stations we are operating/programming; (3) From our Clients to whom we provide installation and maintenance services for their radio stations; and (4) For the Consultancy for legal modifications, upgrade and engineering before the FCC. While 2021 like any startup year was difficult for Mekaddesh, its Radio Stations generated $445,745 in revenue from the above mentioned four areas. But activities has picked up since then leading to a better year in 2022 in which Mekaddesh generated $1,984,947 in operating revenue and gross profit of $1,144707.

Mekaddesh presently has about 12 broadcasting licenses that it needs to build out. Mekaddesh is presently working to create a Radio and TV Stations platform for the independent production of programs, such as soap operas, movies, and news. It plans on presenting high-tech studio digital platforms in major cities in the United States.

Mekaddesh goal for 2023 is to finish the construction of 12 television Stations with 6-8 Channel independent broadcasting programs on each station. In addition, by 2024, he Company’s goal is to build at least 20 television Stations combined with high power FM stations in the most important cities within the territory of the United States. Thereafter, by 2025 it plans to acquire properties to build own communication towers, and thus become completely independent from leasing properties, and at that point, to start providing space for television and radio stations.

Mekaddesh Group Corporation, is a multi-faceted company, with the potential to branch into new venues as the company grows. There are currently three phases to development of Television Stations. Beginning with our first phase, development in this Phase is to include five Radio and twelve Television station. We have Permits to start and operate TV Stations in 12 major cities of US. In first phase we will have these stations on air, after compilation of this work we can generate enough revenue to assist in the growth of two other Phases; Construction of Towers for Antenna’s and Studio’s for Stations in our second phase. However, we will need additional funding to accomplish this plan.

The First Phase is constructing twelve digital Television Stations, each TV Station will be able to relay/broadcast on 6 to 8 live local channels at one time. Our efforts will be to lease the available channels to national clients and we will generate the revenue needed to allow us flexibility in accepting other projects more commonly associated with a Radio and Television broadcasting industry.

The Second & Third Phase Mekaddesh Group Corporation, will provide/construct high rise Towers to install transmitter antenna in all cities and towns where Mekaddesh have and plans to build Television/Radio Stations. specialized production on a wide range of hand-picked projects, depending upon the needs and demands of projects.

This division will lease tower space to various Media companies for their broadcasting and wireless communication use of local interests. We will develop this division into a self-sufficient branch within the first two years.

Mekaddesh Group Corporation, is a U.S based having 6-8 channels of each TV station in metropolitan cities will be broadcasting with Local Live Events, News, Educational, Community, Religious, Political and sports TV channels. Mekaddesh Group Corporation’s, head quatres will be located in Dallas-Texas. We have a acquired office facility in a major business district on Lyndon B Johnson Freeway, Dallas, TX 75243.

Our Television channels, that is set to compete in the highly competitive television industry not only in the United States market, but also in the global market because our clientele base will not be restricted to just businesses and organizations in the United States but in the international market who would want to advertise on our TV station.

Mekaddesh Group Corporation, will air live sports events, economy, international top activities from all across the United States. Our business goal is to become one of the leading TV stations in the United States of America with high profile corporate and individual clients scattered all around the globe.

Our managers and work team members are going to be selected from a pool of talented and highly creative broadcasters and media experts in and around Los Angeles – California and also from any part of the world as the business grows.

We will make sure that we take all the members of our workforce through the required training that will position them to meet the expectation of the company and to compete with leading sports TV stations in the United States and of course throughout the globe.

At Mekaddesh Group Corporation, our client’s and viewers best interest will always come first, and everything we do will be guided by our values and professional ethics. We will ensure that we hold ourselves accountable to the highest standards by meeting our client’s business needs completely.

Mekaddesh Group Corporation, is founded by Antonio Cesar Guel and his friend and business partner for many years Kuldip singh. They both graduated with Engineering degree. Antonio Cesar Guel with BA in Mass Communications and they have a combined experience that revolves around journalism, sports broadcasting, and business management.

Results of Operations

Comparison of Six Months Ended June 30, 2023 to June 30, 2022

The following table sets forth key components of the Company’s results of operations during the six months ended June 30, 2023 and June 30, 2022.

  JPX Global, Inc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

For the six months ended June 30, 2023 and 2022, the Company generated revenues of $0 and $0, respectively. We did not record any revenue for the period under review because of delays in complete and closing the merger with Mekaddesh Group Corporation.

Cost of goods sold for the six months ended June 30, 2023 and 2022 was $0 and $0, respectively.

Operating expenses for the six months ended June 30, 2023 and 2022 were $150,186 and $0, respectively. The major item in our operating expenses concerns accrued legal fees for our Reg A filing preparation, filing and processes.

Net Loss for the six months ended June 30, 2023 and 2022 was $150,186 and $0, respectively. The same factor that influenced our operating expenses growth also impacted our Net Loss for the period under review.

Liquidity and Capital Resources

The following table sets forth key components of the Company’s balance sheet during the six months ended June 30, 2023 and June 30, 2023.

JPX Global, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

As of June 30, 2023, we had cash and cash equivalents in the amount of $7,250. Total liabilities were $159,252, of which $9,066 consisted of current liabilities. The remaining liabilities consisted of operating losses for the period which were $159,252.

Historically, we have funded our operating losses through line of credit from one of our benefactor, Alpharidge Capital LLC. Our historical cash outflows have primarily been associated with cash used for operating activities, and other working capital needs. We intend to fund our operations through more borrowings in the coming periods, as well as from capital raised through future offerings of securities.

Although our Reg A Offering Circular was qualified on September 29, 2023, we have not commenced the selling of the registered shares of our Common Stock. We are still waiting for the Blue-sky applications we submitted to some of the states to be approved before we could start selling the shares.

Going Concern

The financial statements attached to this report have been prepared assuming that the company will continue as a going concern which contemplates, among other things, the realization of assets and the satisfaction of liabilities in the normal course of business. For the six (6) months ended June 30, 2023, the Company has incurred a net loss of $159,252 from operations. It generated cash of $1,000 from operations. We had an accumulated deficit of $33,875,181 as of June 30, 2023. It is management’s opinion that these matters raise substantial doubt about the Company’s ability to continue as a going concern for a period of twelve months from the issuance date of this report. The ability of the Company to continue as a going concern is dependent upon management’s ability to further implement its business plan and raise additional capital as needed from the sales of stock or issuance of debt. The Company will begin to raise capital through private placements of common stock and is planning an offering of common stock under Regulation A. The accompanying financial statements do not include any adjustments that might be required should the Company be unable to continue as a going concern.

Critical Accounting Policies

The discussion and analysis of the Company’s financial condition and results of operations are based upon the Company’s condensed financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues, and expenses. In consultation with the Company’s Board of Directors, management has identified in the accompanying financial statements the accounting policies that it believes are key to an understanding of its financial statements. These are important accounting policies that require management’s most difficult, subjective judgments.

Item 2. Other Information.

None.

Item 3. Financial Statements.

JPX Global, Inc.

FINANCIAL STATEMENTS

For the Six-Month Period Ending

June 30, 2023

UNAUDITED

(Expressed in US Dollars $)

JPX Global, Inc.

CONDENSED CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.

  JPX Global, Inc

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

The accompanying notes are an integral part of these financial statements.    

JPX Global, Inc.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.    

JPX Global, Inc.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

The accompanying notes are an integral part of these financial statements.

JPX Global, Inc.

NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

June 30, 2023

(Unaudited)

NOTE 1 – ORGANIZATION AND NATURE OF OPERATIONS

Development Stage Company

JPX Global, Inc. (the “Company”, “we”, “us” or “our”), a Nevada corporation, has a fiscal year end of December 31 and is listed on the OTC Pink Markets under the trading symbol JPEX.

The Company had abandoned its business and failed to take steps to dissolve, liquidate and distribute its assets. It had also failed to meet the required reporting requirements with the Nevada Secretary of State, hold an annual meeting of stockholders and pay its annual franchise tax from 2018 to 2021 which resulted in its Nevada charter being revoked. The Company also failed to provide adequate current public information as defined in Rule 144, promulgated under the Securities Act of 1933, and was thus subject to revocation by the Securities and Exchange Commission pursuant to Section 12(k) of the Exchange Act. On June 09, 2021, a shareholder filed a petition for custodianship, with the District Court, Clark County, Nevada and was appointed as the custodian of the Company on July 07, 2021. The Company’s Nevada charter was reinstated on July 7, 2021, and all required reports were filed with the State of Nevada soon after. The Company remains active as of the date of this report and is currently taking steps to provide adequate current public information to meet the requirements under the Securities Act of 1933. The custodian was not able to recover any of the Company’s accounting records from previous management but was able to get the shareholder information hence the Company’s outstanding common shares were reflected in the equity section of the accompanying unaudited financial statements for fiscal year ended 2021, 2020 and 2018, and for the quarters ending December 31 and December 31, 2021.

JPX Global, Inc. (the “Company” or “JPX”) was incorporated under the laws of the state of Nevada on December 18, 2008. The Company operation was historically focused on the development of waste management services including the storage, recycling, and disposal of waste. The Company does not presently have any waste management operations.

The company incurred operating losses in 2018and other previous years resulting in accumulated deficit of $34,429,093 as at December 31, 2017. By February 01, 2019, the Company filed Form 15-15D with the SEC to terminate its reporting obligations under the 1934 Act. After their December 31, 2017 quarterly reports, filed on March 29, 2018, the Company stopped all forms of making public report of its operation and financial results.

On May 18, 2021, Alpharidge Capital, LLC, a shareholder of the Company, served a demand to the Company, at last address of record, to comply with the Nevada Secretary of State statues N.R.S. 78.710 and N.R.S. 78.150. On May 25, 2021, a petition was filed against the Company in the District Court of Clark County, Nevada, entitled “In the Matter of JPX Global, Inc., a Nevada corporation” under case number A-21-835979-C by Alpharidge Capital, LLC, along with an Application for Appointment of Custodian, after several attempts to get prior management to reinstate the Company’s Nevada charter, which had been revoked.

On July 07, 2021, the District Court of Clark County, Nevada entered an Order Granting Application for Appointment of Alpharidge Capital, LLC (the “Order”), as Custodian of the Company. Pursuant to the Order, the Alpharidge Capital, LLC (the “Custodian”) has the authority to take any actions on behalf of the Company, that are reasonable, prudent or for the benefit of pursuant to, including, but not limited to, issuing shares of stock and issuing new classes of stock, as well as entering in contracts on behalf of the Company. In addition, the Custodian, pursuant to the Order, is required to meet the requirements under the Nevada charter.

On July 07, 2021, pursuant to a Securities Purchase Agreement (SPA) the Custodian granted to Community Economic Development Capital, LLC. (CED Capital), 5 Series A preferred shares (convertible at 1 into 2,000,000,000 common shares, and super voting rights of all votes) in exchange for $35,000 which the Company used partly to fund the reinstatement of the Company with the State of Nevada, settlement of the Stock Transfer Agent’s balance. CED Capital also undertook to make all reasonable efforts to provide adequate current public information to meet the requirements under the Securities Act of 1933.

On July 07, 2021, the Custodian appointed Ambrose O Egbuonu, who is associated to Alpharidge Capital, LLC., as the Company’s sole officer, secretary, treasurer and director.

The purchaser of the 5 Series A preferred shares has control of the Company through super voting rights over all classes of stock and the 5 Series A preferred shares are convertible into 10,000,000,000 (5 Series A preferred shares multiplied by 2,000,000,000) shares of the Company’s common stock. However, the court appointed control still remains with the Custodian until the Custodian files a petition with the District Court of Clark County, Nevada to relinquish custodianship and control of the Company.

On July 7, 2021, the Company filed a Certificate of Revival with the Secretary State of the State of Nevada, which reinstated the Company’s charter and appointed a new Resident Agent in Nevada.

On July 28, 2021, CED Capital, LLC. entered into a definite agreement to sell its control stake in the Company to Katee Capital with the purpose of combing JPEX with VeeMost Technologies LTD.

On March 21, 2022, VeeMost Technologies LTD, announced its decision to walk away from consummating a proposed reverse merger with the Company. Previously, VeeMost Technologies LTD had purchased from CED Capital, LLC, the control preferred stock that carries a 60% controlling vote in all of the Company. CED Capital, LLC has promptly refunded to VeeMost Technologies LTD, the money it originally paid to purchase the shell. The reasons for VeeMost Technologies LTD’s decision could not be unrelated with certain lawsuit by Mr. Hovendick, a long-term control shareholder, who was granted an injunction blocking/preventing the completion of the merger between VeeMost Technologies LTD and JPX Global, Inc.

On October 10, 2022, the Company entered into a settlement agreement with Mr. Hovendick, for the company to rescind the cancelation of Mr. Hovendick’s shares in the Company’s Common and Preferred stocks, and for Mr. Hovendick to withdraw/dismiss all litigation, convert his 10 million preferred B into 100 million of Common, surrender his 1,000 Preferred A for cancelation, and forfeit all indebtedness claim against the Company.

On October 10, 2022, subsequent to a settlement of a protracted lawsuit by a shareholder, the Company formally launched itself into the media and entertainment industry, becoming a holding company for a multi-media entertainment platform. Since October 10, 2022, in accordance with its business plan, the Company has devoted substantial energy, time and resources reviewing and rewriting agreements with partners, customers, vendors, and manufacturers, reviewing licenses and sublicense agreements with potential licensors, creating/evaluating contents, interviewing and hiring employees, and conducting research and due diligence on potential partners, Joint-ventures, and acquisitions in the entertainment industry. The Company presently has an preliminary agreement for an ALL-STOCK acquisition of Mekaddesh Group Corporation (MGC), a Dallas, Texas, entertainment operation formed in 2015 to operate and promote TV and radio stations for Hispanic programming. MGC’s current programming includes: Alcance, Radio La Tremenda, Radio Mana, Unimax Television Al Maximo, El Buen Samaratino, and Un Tiempo En Su Presencia.

There are no guarantees and the Company is providing NO assurance that it could close this acquisition. Even if the Company was able to close the acquisition, the Company provides NO assurance that it could efficiently manage the the integration of the businesses and improve their operations to improve their revenue or operating income generation. Although the staff of the acquired businesses would join our operating staff, there are NO guarantees that any synergy would be created or improved operation derived.

NOTE 2 – BASIS OF PRESENTATION AND GOING CONCERN

Basis of Presentation

The Company has earned insignificant revenues from limited principal operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Financial Accounting Standards Board Statement No. 7 (“SFAS 7”). Among the disclosures required by SFAS 7 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ equity (deficit) and cash flows disclose activity since the date of the Company’s inception.

Basis of Accounting

The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States. All intercompany transactions have been eliminated.

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the liquidation of liabilities in the normal course of business. The Company currently has no operations with an accumulated deficit of $33,875,181 as of June 30, 2023. The Company intends to commence operations as set out below and raise the necessary funds to carry out the aforementioned strategies. The Company cannot be certain that it will be successful in these strategies even with the required funding.

These factors, among others, raise substantial doubt about the Company’s ability to continue as a going concern. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 - SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

For purposes of the statement of cash flows, cash equivalents include demand deposits, money market funds, and all highly liquid debt instructions with original maturities of three months or less.

Financial Instruments

The FASB issued ASC 820-10, Fair Value Measurements and Disclosures, for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements. ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

- Level 1: Quoted prices in active markets for identical assets or liabilities

- Level 2: Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

- Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. 

Concentrations and Credit Risks

The Company’s financial instruments that are exposed to concentrations and credit risk primarily consist of its cash, sales and accounts receivable. The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management plans to assess the financial strength and credit worthiness of any parties to which it extends funds, and as such, it believes that any associated credit risk exposures are limited.