Gemxx Corp. (Form: 1-A, Received: 06/28/2022 06:01:36)

As submitted to the Securities and Exchange Commission on June 27, 2022

Registration No. ____________

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 1-A

REGULATION A OFFERING CIRCULAR

UNDER THE SECURITIES ACT OF 1933

GEMXX CORPORATION

(Exact name of issuer as specified in its charter)

Delaware

(State or other jurisdiction of incorporation or organization)

2300 West Sahara Avenue, Suite 800

Las Vegas, USA 89102

(Address, including zip code of issuer’s principal executive office)

Website: www.GEMXX.com Email: ir@GEMXX.com

Telephone: 702-930-1815

________________

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copy to:

Matthew McMurdo, Esq.

McMurdo Law Group, LLC

1185 Avenue of the Americas, 3rd Floor

New York, NY 10036

Telephone: (917) 318-2865

1400	86-3887714
Standard Industrial Classification Number	(IRS Employer Identification Number)

This Offering Circular shall only be qualified upon order of the Commission.

An offering statement pursuant to Regulation A relating to these securities has been filed with the Securities and Exchange Commission. Information contained in this Preliminary Offering Circular is subject to completion or amendment. These securities may not be sold nor may offers to buy be accepted before the offering statement filed with the Commission is qualified. This Preliminary Offering Circular shall not constitute an offer to sell or the solicitation of an offer to buy nor may there be any sales of these securities in any state in which such offer, solicitation or sale would be unlawful before registration or qualification under the laws of any such state. We may elect to satisfy our obligation to deliver a Final Offering circular by sending you a notice within two business days after the completion of our sale to you that contains the URL where the Final Offering Circular or the offering statement in which such Final Offering Circular was filed may be obtained.

PRELIMINARY OFFERING CIRCULAR JUNE 27, 2022, SUBJECT TO COMPLETION

GEMXX CORPORATION

MAXIMUM OFFERING AMOUNT:

15,000,000 Shares of Common Stock by the Company

4,406,295 Shares of Common Stock by the Selling Shareholders

This is our public offering (the “Offering”) of shares of common stock of GEMXX CORPORATION (formerly known as Brainybrawn, Inc.), a Delaware corporation (the “Company”). We are offering a maximum of 15,000,000 shares (the “Maximum Offering”) of common stock, par value $0.0001 per share (a “Common Stock”), at a price per share of $0.40. We are also qualifying 4,406,295 shares of Common Stock for certain selling shareholders described herein (collectively, the “Selling Shareholders”). The Selling Shareholders acquired their shares of Common Stock through the share exchange agreement between Brainybrawn, Inc. and GEMXX Corporation.

Title of Each Class of Securities

to be Qualified

Amount to

be Qualified

Price to

Public⁽¹⁾

Underwriting

Discount and

Commissions

Proceeds to the

Company⁽²⁾

Common Share

0.40

5,579,050

Total Maximum Offering (2)

7,762,518⁽³⁾

5,579,050

(1)All amounts in this chart and circular are in U.S. dollars unless otherwise indicated.

(2)The Shares are being offered pursuant to Regulation A of Section 3(b) of the Securities Act for Tier 1 offerings and are only being issued to purchasers who satisfy the requirements set forth in Regulation A. The Total Maximum Offering amounts includes the aggregate price of $6,000,000, minus the $420,950 of expected expenses.

(3)$1,762,518 is being offered by the Selling Shareholders described herein.

Investing in our Common Stock involves a high degree of risk. See “Risk Factors” on page 15 of the offering circular for a discussion of certain risks that you should consider in connection with an investment in our Common Stock.

GEMXX CORPORATION

2300 West Sahara Avenue, Suite 800

Las Vegas, USA 89102

702-930-1815

www.GEMXX.com ir@GEMXX.com

C/O Matthew McMurdo, Esq.

McMurdo Law Group, LLC

1185 Avenue of the Americas, 3rd Floor

New York, NY 10036

Telephone: (917) 318-2865

We hereby amend this offering circular (“Offering Circular”) on such date or dates as may be necessary to delay our effective date until this Offering circular shall become effective on such date as the Commission, acting pursuant to Section 8(a) may determine.

THE OFFERING

GEMXX CORPORATION (formerly known as Brainybrawn, Inc.), a Delaware Corporation (herein referred to as “we,” “us,” “our,” “GEMXX Corporation” and the “Company”) is primarily engaged in acquiring mining rights, mining, production of precious and semi-precious stones and distribution of jewelry, watches, precious stones, and precious metals.

We are offering a maximum of 15,000,000 shares (the “Maximum Offering”) of common stock, par value $0.0001 (“Common Stock”.) The Shares are being offered at a purchase price of $0.40 USD per Share on a “best efforts” basis. Additionally, 4,406,295 shares of our Common Stock may be sold by the Selling Shareholders. We will not receive any proceeds from the sale of the common stock by the Selling Shareholders.

The minimum investment established for each investor is $2,500 unless such minimum is waived by the Company in its sole discretion. Shares offered by the Company will be sold through the Company’s executive officers and directors on a best-efforts basis. We may also engage sales agents licensed through the Financial Industry Regulatory Authority (“FINRA”) and pay such agents cash and/or stock-based compensation, which will be announced through a supplement to this Offering Circular.

This Offering will terminate on the earlier of (i) one (1) year from the initial qualification date; or (ii) the date on which the Maximum Offering is sold (in either case, the “Termination Date”). This will be a continuous offering which commences within two calendar days after the qualification date, will be offered on a continuous basis, and will be offered in an amount that, at the time the offering statement is qualified, and is reasonably expected to be offered and sold within one year from the initial qualification date. See “Description of Securities” beginning on page 42 for a discussion of certain items required by Item 14 of Part II of Form 1-A.

We will hold closings upon the receipt of investors’ subscriptions and acceptance of such subscriptions by the Company. If, on the initial closing date, we have sold less than the Maximum Offering, then we may hold one or more additional closings for additional sales, until the earlier of: (i) the sale of the Maximum Offering or (ii) the Termination Date. There is no aggregate minimum requirement for the Offering to become effective, therefore, we reserve the right, subject to applicable securities laws, to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, development expenses, offering expenses and other uses as more specifically set forth in this offering circular (“Offering Circular”). We expect to commence the sale of the Common Stocks as of the date on which the offering statement, of which this Offering Circular is a part (the “Offering Statement”), is qualified by the United States Securities and Exchange Commission (the “SEC”). There is no escrow established for this Offering.

Generally, no sale may be made to you in this offering if the aggregate purchase price you pay is more than 10% of the greater of your annual income or net worth. Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Our common stock is not now listed on any national securities exchange or the Nasdaq stock market. However, our stock is quoted on the OTC Market’s Pink under the symbol “GEMZ” While our common stock is on the OTC Pink market, there has been limited trading volume. There is no guarantee that an active trading market will develop in our securities.

This offering is being made pursuant to Tier 1 of Regulation A (Regulation A Plus), following the Form 1-A Offering Circular disclosure format for smaller reporting companies. We qualify as an “emerging growth company” as defined in the Jumpstart our Business Start-ups Act (“JOBS Act”).

THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION DOES NOT PASS UPON THE MERITS OF OR GIVE ITS APPROVAL TO ANY SECURITIES OFFERED OR THE TERMS OF THE OFFERING, NOR DOES IT PASS UPON THE ACCURACY OR COMPLETENESS OF ANY OFFERING CIRCULAR OR OTHER SOLICITATION MATERIALS. THESE SECURITIES ARE OFFERED PURSUANT TO AN EXEMPTION FROM REGISTRATION WITH THE COMMISSION; HOWEVER, THE COMMISSION HAS NOT MADE AN INDEPENDENT DETERMINATION THAT THE SECURITIES OFFERED ARE EXEMPT FROM REGISTRATION.

iii

THE SECURITIES UNDERLYING THIS OFFERING STATEMENT MAY NOT BE SOLD UNTIL QUALIFIED BY THE SECURITIES AND EXCHANGE COMMISSION. THIS OFFERING CIRCULAR IS NOT AN OFFER TO SELL, NOR SOLICITING AN OFFER TO BUY, ANY SHARES OF OUR COMMON STOCK IN ANY STATE OR OTHER JURISDICTION IN WHICH SUCH SALE IS PROHIBITED.

INVESTMENT IN SMALL BUSINESS INVOLVES A HIGH DEGREE OF RISK, AND INVESTORS SHOULD NOT INVEST ANY FUNDS IN THIS OFFERING UNLESS THEY CAN AFFORD TO LOSE THEIR ENTIRE INVESTMENT. SEE “RISK FACTORS” FOR A DISCUSSION OF CERTAIN RISKS YOU SHOULD CONSIDER BEFORE PURCHASING ANY SHARES OF COMMON STOCK IN THIS OFFERING.

AN OFFERING STATEMENT PURSUANT TO REGULATION A RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION, WHICH WE REFER TO AS THE COMMISSION. INFORMATION CONTAINED IN THIS PRELIMINARY OFFERING CIRCULAR IS SUBJECT TO COMPLETION OR AMENDMENT. THESE SECURITIES MAY NOT BE SOLD NOR MAY OFFERS TO BUY BE ACCEPTED BEFORE THE OFFERING STATEMENT FILED WITH THE COMMISSION IS QUALIFIED. THIS PRELIMINARY OFFERING CIRCULAR SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR MAY THERE BE ANY SALES OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL BEFORE REGISTRATION OR QUALIFICATION UNDER THE LAWS OF ANY SUCH STATE. WE MAY ELECT TO SATISFY OUR OBLIGATION TO DELIVER A FINAL OFFERING CIRCULAR BY SENDING YOU A NOTICE WITHIN TWO (2) BUSINESS DAYS AFTER THE COMPLETION OF OUR SALE TO YOU THAT CONTAINS THE URL WHERE THE FINAL OFFERING CIRCULAR OR THE OFFERING STATEMENT IN WHICH SUCH FINAL OFFERING CIRCULAR WAS FILED MAY BE OBTAINED.

TABLE OF CONTENTS

	Page

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS	1
SUMMARY	8
THE COMPANY	8
RISK FACTORS	15
THE OFFERING	16
USE OF PROCEEDS	18
DETERMINATION OF OFFERING PRICE	18
THE SELLING SHAREHOLDERS	19
DILUTION	20
MANAGEMENT ’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION & RESULTS OF OPERATIONS	21
EXECUTIVE COMPENSATION	24
CERTAIN RELATIONSHIPS & RELATED PARTY TRANSACTIONS	25
SECURITY OWNERSHIP OF MANAGEMENT & CERTAIN SECURITY HOLDERS	25
DESCRIPTION OF SECURITIES	25
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS	27
PLAN OF DISTRIBUTION	28
ADDITIONAL INFORMATION ABOUT THE OFFERING	30
LEGAL MATTERS	32
EXPERTS	32
WHERE YOU CAN FIND MORE INFORMATION	32
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS	F-1

We are offering to sell, and seeking offers to buy, our securities only in jurisdictions where such offers and sales are permitted. You should rely only on the information contained in this Offering Circular. We have not authorized anyone to provide you with any information other than the information contained in this Offering Circular. The information contained in this Offering Circular is accurate only as of its date, regardless of the time of its delivery or of any sale or delivery of our securities. Neither the delivery of this Offering Circular nor any sale or delivery of our securities shall, under any circumstances, imply that there has been no change in our affairs since the date of this Offering Circular. This Offering Circular will be updated and made available for delivery to the extent required by the federal securities laws.

Unless otherwise indicated, data contained in this Offering Circular concerning the business of the Company are based on information from various public sources. Although we believe that these data are generally reliable, such information is inherently imprecise, and our estimates and expectations based on these data involve a number of assumptions and limitations. As a result, you are cautioned not to give undue weight to such data, estimates or expectations.

In this Offering Circular, unless the context indicates otherwise, references to “GEMZ,” “we,” the “Company,” “our,” and “us” refer to the activities of and the assets and liabilities of the business and operations of our subsidiaries.

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS

Some of the statements under “Summary,” “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Our Business” and elsewhere in this Offering Circular constitute forward-looking statements. Forward-looking statements relate to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and similar matters that are not historical facts. In some cases, you can identify forward-looking statements by terms such as “anticipate”, “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “should,” “will” and “would” or the negatives of these terms or other comparable terminology.

You should not place undue reliance on forward looking statements. The cautionary statements set forth in this Offering Circular, including in “Risk Factors” and elsewhere, identify important factors which you should consider in evaluating our forward-looking statements. These factors include, among other things:

·Our ability to effectively execute our business plan, including without limitation our ability to fully develop our marketing, tenders and requests for proposals, property due diligence, business model, products and service offerings, and respond to the highly competitive and rapidly evolving marketplace and regulatory environment in which we intend to operate.

·Our ability to manage our research, development, expansion, growth and operating expenses.

·Our ability to evaluate and measure our business, prospects and performance metrics, and our ability to differentiate our business model and service offerings.

·Our ability to respond and adapt to changes in commodity supply and demand fluctuations, regulations changing in the municipal jurisdictions that affect our core property development, and technology, transactions that have secondary and tertiary mandates; and

·Our ability to develop, maintain and enhance a strong brand.

Although the forward-looking statements in this Offering Circular are based on our beliefs, assumptions, and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

Summary of Risk Factors

·Our ability to effectively execute our business plan, including without limitation our ability to fully develop our App, business model, products, and service offerings, and respond to the highly competitive and rapidly evolving marketplace and regulatory environment in which we intend to operate;

·Our ability to manage our research, development, expansion, growth, and operating expenses;

·Our ability to evaluate and measure our business, prospects and performance metrics, and our ability to differentiate our business model and service offerings;

·Our ability to compete, directly and indirectly, and succeed in our industry;

·Our ability to respond and adapt to changes in technology and customer behavior; and

·Our ability to develop, maintain and enhance a strong brand.

Although the forward-looking statements in this Offering are based on our beliefs, assumptions and expectations, taking into account all information currently available to us, we cannot guarantee future transactions, results, performance, achievements or outcomes. No assurance can be made to any investor by anyone that the expectations reflected in our forward-looking statements will be attained, or that deviations from them will not be material and adverse. We undertake no obligation, other than as may be required by law, to re-issue this Offering Circular or otherwise make public statements updating our forward-looking statements.

Risks Related to our Business and Industry

Potential investors should carefully consider the risks and uncertainties that a company with a limited operating history will face. In particular, potential investors should consider that we may be unable to:

1.successfully implement or execute our business plan, or that our business plan is sound.

2.adjust to changing conditions or keep pace with increased demand.

3.attract and retain an experienced management team; or raise sufficient funds in the capital markets to effectuate our business plan, including product development, licensing and approvals.

Risks Related to COVID-19

The COVID-19 outbreak, or similar pandemics could adversely affect our operations.

The Company’s operations could be significantly adversely affected by the effects of a widespread global outbreak of a contagious disease and other unforeseen events, including the recent outbreak a of respiratory illness caused by COVID-19 and the related economic repercussions. We cannot accurately predict the effects COVID-19 will have on our operations and the ability of others to meet their obligations with the Company, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect the Company’s operations and ability to finance its operations.

General Risks

The Company is a mining operation:

GEMXX is an “mining company.” Investing in our Common Stock involves a high degree of risk.

·We are dependent on our key personnel for our success. The departure of our executive officers or key personnel may have a material adverse effect on our business.

·Our growth depends on external sources of capital, which may not be available on favorable terms or at all.

Liability for uninsured losses could adversely affect our financial condition.

Certain property and casualty insurance, losses from disaster-type occurrences, such as earthquakes, floods and weather-related disasters, may be either uninsurable or not insurable on economically viable terms. Should an uninsured loss occur, we the company might lose our capital investment or anticipated profits and cash flows from parts of our operations.

It is possible investors may lose their entire investment.

Risks Related to Financing Our Business

Expenses required to operate as a public company will reduce funds available to develop our business and could negatively affect our stock price and adversely affect our results of operations, cash flow and financial condition.

Operating as a public company is more expensive than operating as a private company, including additional funds required to obtain outside assistance from legal, accounting, investor relations, or other professionals that could be more costly than planned. We may also be required to hire additional staff to comply with SEC reporting requirements. We anticipate that these costs will be approximately $100,000 annually. Our failure to comply with reporting requirements and other provisions of securities laws could negatively affect our results of operations, cash flow and financial condition

Our growth depends on external sources of capital, which may not be available on favorable terms or at all. In addition, investors, banks and other financial institutions may be reluctant to enter into any lending or financial transactions with us, because we intend to enter into a mining excavation operation that could have environmental impacts if not managed properly. If any of the source of funding is unavailable to us, our growth may be limited, and our operating profit may be impaired.

We may not be in a position to take advantage of attractive investment opportunities for growth if we are unable, due to global or regional economic uncertainty, changes in the provincial or federal regulatory environment relating to the extraction, processing and distribution of our products or otherwise, to access capital markets on a timely basis and on favorable terms or at all. Because we intend to grow our business, this limitation may require us to raise additional equity or incur debt at a time when it may be disadvantageous to do so.

Our access to capital will depend upon several factors over which we have little or no control, including general market conditions and the market’s perception of our current and potential future earnings. If general economic instability or downturn leads to an inability to obtain capital to finance, the operation could be negatively impacted. In addition, investors, banks and other financial institutions may be reluctant to enter into financing transactions with us, because we intend to operate a mining excavation operation. If this source of funding is unavailable to us, our growth may be limited.

Our ability to raise funding is subject to all the above factors and will also be affected by our future financial position, results of operations and cash flows. All these events would have a material adverse effect on our business, financial condition, liquidity, and results of operations.

Any future indebtedness reduces cash available for distribution and may expose us to the risk of default under debt obligations that we may incur in the future.

Payments of principal and interest on borrowings that we may incur in the future may leave us with insufficient cash resources to operate the business. Our level of debt and the limitations imposed on us by debt agreements could have significant material and adverse consequences, including the following:

·our cash flow may be insufficient to meet our required principal and interest payments;

·we may be unable to borrow additional funds as needed or on favorable terms;

·we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

·to the extent we borrow debt that bears interest at variable rates, increases in interest rates could materially increase our interest expense;

·we may default on our obligations or violate restrictive covenants; in which case the lenders may accelerate these debt obligations; and

·default under any loan with cross default provisions could result in a default on other indebtedness.

If any one of these events were to occur, our financial condition, results of operations, cash flow, and our ability to make distributions to our shareholders could be materially and adversely affected.

Risks Related to Our Organization, Structure and Business

GEMXX is dependent on our key personnel for our success.

GEMXX will depend upon the efforts, experience, diligence, skill and network of business contacts of the senior management team; therefore, success will depend on their continued service. The departure of any of the executive officers or key personnel could have a material adverse effect on the business. If any of the key personnel were to cease their employment, the operating results could suffer.

GEMXX believes their future success depends upon the senior management team’s ability to hire and retain highly skilled managerial, operational, and marketing personnel. Competition for such personnel is intense, and we cannot ensure that they will be successful in attracting and retaining such skilled personnel. If the company lose or are unable to obtain the services of key personnel, the ability to implement the investment strategies could be delayed or hindered, and the value of your investment may decline.

Furthermore, we may retain independent contractors to provide various services, including administrative services, transfer agent services and professional services. Such contractors have no fiduciary duty to the company and may not perform as expected or desired.

The senior management team will manage the business portfolio subject to very broad investment or management guidelines and generally will not seek board approval for each investment or management decision.

Our senior management team has broad discretion over the use of proceeds from this offering, and you will have no opportunity to evaluate the terms of transactions or other economic or financial data concerning our investments that are not described in this private placement memorandum or other periodic filings with the SEC. We will rely on the senior management team’s ability to execute the business plan, subject to the oversight and approval of our board of directors.

Our board of directors may change our investment or operation objectives and strategies without shareholders’ consent.

Our board of directors determines our major policies, including with regard to financing, growth, debt capitalization, distributions and other material events. Our board of directors may amend or revise these and other policies without a vote of the shareholders. Under our Article of Incorporation and Bylaw, our directors generally have a right to vote only on the following matters:

·the election or removal of director;

·the amendment of our charter, except that our board of shareholders may amend our charter without shareholders’ approval to:

ochange the name or other designation or the par value of the Common Stock;

oincrease or decrease the aggregate number of Common Stock that we have the authority to issue;

oincrease or decrease the number of our Common Stock that we have the authority to issue; and

oeffect certain reverse Common Stock splits;

All other matters are subject to the discretion of our board of directors.

The fact that we have generated operating losses in the past raises doubt about our ability to continue as a going concern.

The Company may generate operating losses before the manufacturing and sale of the Products. We may have to cover any shortfall in operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to do so. The unpredictable economy around the world and the volatile public or private equity markets may make it more difficult for us to raise capital as and when we need it, and it is difficult for us to

assess the impact this might have on our operations or liquidity. If we cannot raise the funds that we require to continue our business operations, there is a substantial risk that our business will fail.

We may be unable to attract and retain qualified, experienced, highly skilled personnel, which could adversely affect the implementation of our business plan.

Our success depends to a significant degree upon our ability to attract, retain and motivate skilled and qualified personnel. As we become a more mature company in the future, we may find recruiting and retention efforts more challenging. If we do not succeed in attracting, hiring and integrating excellent personnel, or retaining and motivating existing personnel, we may be unable to grow effectively. The loss of any key employee, including shareholders of our senior management team, and our inability to attract highly skilled personnel with sufficient experience in our industries could harm our business.

SPECIFIC MINING RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider the risks and uncertainties described below, together with all the other information in this prospectus, including the consolidated financial statements and the related notes included elsewhere in this prospectus, before deciding whether to invest in shares of our common stock. If any of the following risks occurs, our business, reputation, financial condition, results of operations, revenue, and prospects could be seriously harmed. Unless otherwise indicated, references to our business being seriously harmed in these risk factors will include harm to our business, reputation, financial condition, results of operations, revenue, and prospects. In that event, the market price of our common stock could decline, and you could lose part or all of your investment.

Mining Risks Related to our Business

We do not have a written Access Agreement with the landowner for the proposed NEW site.

The principals of GEMXX have successfully worked closely with the landowner of the proposed new mine site in the past. Even though the Alberta Government through the Mines and Minerals Act guarantees access to the minerals through the surface rights board, if an amicable accesses agreement cannot be reached, access may delayed, or the cost may be too prohibitive to make the new mine economically viable. In either case, you may lose your investment in our common stock.

We have had no production history at the proposed NEW mine site nor has extensive test pits been completed to produce a 43-101. Although core samples indicate the resource is present, we don’t know definitively how much product will be produced from the new mine. If production is low or non-existent, you may lose your investment.

The principals have had great mining success at sites adjacent to the new property and directly across the river from the new property, but the proposed site has never been mined. The deposits history, properties geography, core samples and Ammolite outcroppings being found on the surface and at the river’s edge are strong indicators that this property will produce as good or better than others mined in the area, this property is not proven at this time. Proving up this property will be done in the first phase of the mining operation and production will continue at the existing mine directly across the river while the new site is proven, and production is ramped up. Non the less, we have no history of producing material at the proposed site.

In addition, we are subject to all the risks associated with establishing new mining operation. We may not successfully establish mining operations or profitably produce Ammolite, Ammonites or other materials at the new property. As such, we do not know if we will expand revenues as forecasted. If we don’t generate revenues, you may lose your investment in our common stock.

As a mining company, we are sensitive to risks inherent in the surface mining industry, we may have to suspend or cease operations in which case you will lose your investment.

As a surface mining company, our work can be speculative and involves unique and greater risks than are generally associated with other businesses. We cannot be certain of the amount of material to be found on our property, or if it contains commercially viable materials or reserves until additional exploration work is done and an evaluation based on such work concludes that development of and production from site is technically, economically, and legally feasible. We are subject to all the risks inherent in the mining industry, including, without limitation, the following:

·Success in discovering and developing commercially viable quantities of material is the result of several factors, including the quality of management, the interpretation of geological data, the level of geological and technical expertise and the quality of the proposed site;

·Exploration for Ammolite is speculative and involves risks, even when conducted on properties known to contain significant quantities of the material;

·Operations are subject to a variety of existing laws and regulations relating to exploration and development, permitting procedures, safety precautions, property reclamation, employee health and safety, air and water quality standards, pollution, and other environmental protection controls, all of which are subject to change and are becoming more stringent and costly to comply with;

·A large number of factors beyond our control, including fluctuations in Ammolite value and production costs, inflation, government regulations, including regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of Ammonites and environmental protection, and other economic conditions, will affect the economic feasibility of mining; and

·When we proceed with the new mining operation, our mining activities could be subject to substantial operating risks and hazards, including environmental hazards, industrial accidents, labor disputes, encountering unusual or unexpected geologic formations or other geological or grade problems, encountering unanticipated ground or water conditions, flooding, operations being interrupted by abnormal seasonal weather, periodic interruptions due to inclement weather conditions or other unfavorable operating conditions and other acts of God. Some of these risks and hazards are not insurable or may be subject to exclusion or limitation in any coverage which we obtain or may not be insured due to economic considerations.

As a result of all these factors, our cashflow from existing operations may not be enough and we may run out of money, in which case we will have to suspend or cease operations which could result in the loss of your investment.

Our future activities could be subject to environmental laws and regulations which may materially adversely affect our future operations in which case our operations could be suspended or terminated, and you could lose your investment.

We, like other mining companies doing business in Canada, are subject to a variety of federal, provincial, and local statutes, rules and regulations designed:

·to protect the environment, including the quality of the air and water in the vicinity of the mine during mining operations;

·to remediate the environmental impacts of those mining operations;

·to protect and preserve grasslands and endangered species; and

·to mitigate negative impacts on certain archeological (most often dinosaur remains) and cultural sites.

We are required to obtain various governmental permits to mine at our new property. Although many of these permits have been procured, obtaining the remaining necessary governmental permits can be complex and time-consuming process involving numerous Canadian, provincial, and local agencies.

The duration and success of the permitting effort is contingent upon many variables not all of which are in our control. In the context of permitting, including the approval of reclamation plans, we must comply with known standards, existing laws, and regulations that may entail greater or lesser costs and delays depending on the nature of the activity to be permitted and the interpretation of the laws and regulations implemented by the permitting authority. Currently, several weeks are generally required to obtain the necessary permits required to conduct small-scale trenching operations to ‘prove-up’ the property. The failure to obtain certain permits or the adoption of more stringent permitting requirements could have a material adverse effect on our business, operations, and property in that we may not be able to proceed with our mining program which will result in the loss of your investment.

In addition, compliance with statutory environmental quality requirements may require significant capital outlays, significantly affect our earning power, or cause material changes in our intended activities. Environmental standards imposed by federal, provincial, or local governments may be changed or become more stringent in the future, which could materially and adversely affect our proposed activities. As a result of these matters, our operations could be suspended or cease entirely, in which case you could lose your investment.

Mining fossils deemed to be a National Treasure of Canada have several intricacies that can affect production and global distribution.

The mining of Ammonites on non-first nation land requires another level of bureaucracy as the fossils are deemed to be a national treasure of Canada. Each fossil mined at the new site must be assigned a Disposition Number by the federal government before an Export Permit can be obtained and the fossil can be shipped out of Canada. In some cases, if the fossil is deemed by the government to have scientific significance, that fossil may be permanently relinquished to the government for scientific study. In addition, it is not uncommon to unearth other fossils such as dinosaurs at the mine site. When this happens, all production in that immediate area must be halted while a provincial team of paleontologists and diggers remove the specimen. This could affect production levels.

Future legislative and administrative changes to the mining laws could prevent us from exploring our properties which could result in termination of our operations and a loss of your investment.

New laws and regulations, amendments to existing laws and regulations, administrative interpretation of existing laws and regulations, or more stringent enforcement of existing laws and regulations, could have a material adverse impact on our ability to conduct mining activities. In addition, federal regulations which govern activities on surface mining claims may change becoming more stringent than past regulations, and may result in a more detailed analysis of, and more challenges to, the validity of existing claims; will impose more complex permitting requirements in the mining process; and will be more costly and time-consuming to comply with than existing previous regulations. Further, the new regulations could cause us to terminate our operations and you could lose your investment.

Use of the surface mining claims is subject to regulation, the cost of compliance with which could prohibit us from proceeding with mining operations at the new site.

Any activities which we conduct on the surface of our mining claims are subject to compliance with several regulatory bodies and may be constrained or limited by the agencies with an interest in surface management regulations. In addition, there are limits to the uses of the surface of Ammolite mining claims. Compliance with the regulations could be expensive, causing us to not develop certain areas.

We intend to be insured against losses from our mining operation when they involve the use of heavy equipment, but not for general reconnaissance. As a result, if we are sued for damages because of our activities, we may not be able to defend against such suits or have funds available to pay any judgment rendered against us.

GEMXX intends to ensure its mining programs when heavy equipment is used. In other instances, such as general reconnaissance programs, we do not generally insure against most commercial losses or liabilities which may arise from our exploration and other activities. Even if we obtain additional insurance in the future, we may not be insured against all losses and liabilities which may arise from our activities, either because such insurance is unavailable or because we have elected not to purchase such insurance due to high premium costs or for other reasons. Therefore, if a proceeding is initiated or a judgment is rendered against us, we may have to cease operations due to our inability to pay for such legal expenses or judgment.

OFFERING SUMMARY

This summary highlights selected information contained elsewhere in this Offering Circular. This summary is not complete and does not contain all the information that you should consider before deciding whether to invest in our Securities. You should carefully read the entire Offering Circular, including the risks associated with an investment in the company discussed in the “Risk Factors” section of this Offering Circular, before making an investment decision. Some of the statements in this Offering Circular are forward-looking statements. See the section entitled “Cautionary Statement Regarding Forward-Looking Statements.”

The Offering

Securities offered by us:	Up to 15,000,000 shares of Common Stock by the Company and 4,406,295 shares of Common Stock may be sold by our Selling Shareholders.

Common Stock outstanding before the Offering:	100,884,372 shares (based on number of shares outstanding as of June 15, 2022).

Common Stock outstanding after the Offering:	115,884,372 shares (based on number of shares outstanding as of June 15, 2022).

Market for Common Stock:	Our common stock is quoted on the OTC Pink Markets under the symbol “GEMZ.”

Minimum Investment:	$2,500.00

THE COMPANY

Principal Business of the Company

GEMXX is a mine to market gemstone and jewellery producer with global reach that owns its mining assets and controls each stage of its production including excavation, processing, jewellery manufacturing and global distribution.

GEMXX has the capability to produce more top quality Ammolite than any other Ammolite producer. Our world class gemstone cutters and jewellery designers are continuously leading the Ammolite industry in new and exciting directions.

Description of the Business

GEMXX is a Company that takes Ammolite rough gemstone and Ammonite fossils from its mine to the world market. The Company controls each stage of its supply chain, including production, manufacturing, and marketing to multiple sales channels. The vertically integrated mine to market business model ensures the Company controls each stage of its products and cuts out expensive middlemen, creating strong sustainable profits.

Ammolite is a rare gemstone, similar to a black opal but with more color. From a scientific perspective, Ammolite is the fossilized rainbow-colored remains of a nautilus like creature that existed over 70 million years ago in the Bearpaw Geological Formation of Southern Alberta, Canada, thus making it the oldest gemstone we know of today. This organic gemstone was given official gemstone status by The International Gem Society in 1981 and is highly desired around the world for jewelry pieces.

GEMXX management team has over 160 years of operating, sales and management experience in the Ammolite and jewelry industries. This experience covers every aspect of the Ammolite business from source to sale and will ensure the Company takes advantage of opportunities and avoids industry pitfalls.

The Origins of Ammolite

The history of Ammolite begins more than 65 million years ago during the cretaceous period when dinosaurs ruled the earth, and the oceans teamed with an enormous variety of aquatic life. The continents were evolving into the

shapes we are familiar with today. During this time the interior of North America was partially submerged under the warm shallow Bearpaw Sea, which bordered the developing Rocky Mountains. Today part of this region is southeastern Alberta, Canada.

Living in the Bearpaw Sea were many exotic creatures, one of which was the Ammonite, predecessor to the squid and the South Pacific nautilus, these squid-like creatures had coiled shells with gas filled chambers that provided buoyancy and propulsion. They were a favored delicacy of the predacious marine reptile, the mosasaur. Sinking its teeth into the coiled shell, a ravenous mosasaur would extract the ammonite’s squid-shaped body and devour it, discarding the empty shell, which then sank to the sea floor.

Settling on the sea bottom, the empty ammonite shell was buried in mineral rich sediment carried there by the rivers and streams from the young Rocky Mountains. During the fossilization process the sediment not only preserved the shell but also enhanced the shell’s colors into iridescent greens, reds, yellows, rare blues and violets. In 1981 the International Colored Gemstone Commission (ICGC) recognized this new organic gemstone as Ammolite. With a finite supply in very specific areas, and only a select few of the preserved shells yielding gemstone material, Ammolite is the rarest gemstone in the world!

Product Appeal

In addition to being recognized as a semi-precious gemstone, Ammolite has been revered as a harbinger of good luck and a powerful talisman in eastern cultures. It possesses all the positive physical characteristics (color and iridescence) of top-grade opal, which enjoyed phenomenal growth upon its introduction to the orient. Introduction of opal to the orient resulted in a 400% increase in worldwide sales with also a 400% increase in price. The Orient transformed the opal market from a local Australian cottage industry to a $500 million plus per annum industry.

Cherished by western aboriginal, the story of Ammolite is even more compelling in eastern culture where it has captured the attention of many Feng Shui masters. Famed Hong Kong based Feng Shui master and Chinese Astrologist; Edward Li was quoted as saying that ammolite “is the most important stone of the millennium.” Ammolite is often referred to as the “seven Color Stone of Propriety”, the Kirin Stone and Dragon Scales and is considered to promote Chi (life force), good luck, and well-being used to reverse serious diseases. Each color of the stone has a different meaning and will produce a specific benefit to the owner: Blue for health and calm, green for intellect and entrepreneurship, yellow for wealth, reds for love, growth, and energy.

The Feng Shui of Ammolite

Not only is Ammolite important in Western civilization, but in Eastern culture as well. In the Orient, they call Ammolite the “Kirin Stone”, because the color pattern of the stone is like the scales of the auspicious mythical beast called the Kirin. The beast had the body of a deer, with the face and scales of a dragon. This creature is meant to bring good fortune and luck to all who see it.

Particularly important are the many colors of Ammolite. The multiple layers of color inside the stone are what create the sparkling radiance. By examining the stone, one will see the seeds of seven distinct colors: ruby crimson, fiery orange, amber yellow, emerald green, jade, azure, and mauve. Hence, some Feng Shui masters have appropriately named it the “Seven Color Prosperity Stone”.

From a Feng Shui perspective (the art of harmonizing nature) each color of Ammolite represents a different meaning. For example, Crimson stimulates growth and energy; Orange generates creativity, and increased libido; Green improves wisdom, intellect, and promotes entrepreneurship; and Yellow improves wealth. It is believed that the best combination of color for the stone is red, green, and yellow, for it represents a balance and signifies growth and richness. Other Feng Shui effects of the stone include the reversing of negatives into positives, and the reduction of the body’s toxicity. It also promotes the flow of Ch’i (life force) through the body, enhancing well-being. Not only does it bring balance to the person’s body, but also to that person’s surroundings as well, such as the home or office. When the stone is placed in the home, it promotes a happy family, and when it is place in the office, it promotes good business dealings. In essence, anyone who finds or possesses one of the stones is entitled to wondrous prosperity and fortune.

Also wrapped in the Ammolite is a harmonious balance of nature’s five elements of metal, wood, water, fire, and earth. Therefore, Ammolite possesses special Feng Shui ability, expanding forces, and power. To those who possess

it, and when placed in the household, it brings balance and harmony to the home. Because all five elements are represented and compatible in Ammolite, it preordains the stone’s auspiciousness.

Feng Shui masters believe that because it is such an old gemstone with an organic origin, it has absorbed the cosmic energy from the universe since the beginning of time. The universe’s forces follow the Ammonite’s spiral from the periphery toward the center. And this centrifugal energy will then be radiated back through the stone, generating invisible spiritual, spiraling, and perpetual movements, bringing its owners health, wealth, and enlightenment.

Corporate Growth Strategy

2021 was a building year for GEMXX, revenues and profit were reasonably strong, but management feels that an additional USD $2M worth of sales could have been achieved if the mine on the Southern Blocks was in production. The company had a defined set of objectives in 2021, including disrupting the industry and securing long term supply contracts with key client groups. These goals were achieved and GEMXX has a strong foothold in three of the world’s top markets.

2022 (and beyond) the company plans to utilize the management teams experience and foundation built in 2021 to achieve success, securing even greater sales in targeted markets. 2022 will be a growth year for the company including full production of the new Ammolite mine on the company’s Southern Blocks plus the acquisition of an operating gold mine.

Long Term Growth Plan

GEMXX has an aggressive but achievable growth plan. The company plans to grow its market share by expanding its relationships in existing markets, opening new targeted markets and competitor acquisition. To satisfy the demand for its products, the company must increase gemstone production by mining on its properties located in Southern Alberta, Canada.

Market Completion

Below is a summary of active companies operating in the Ammolite gemstone space:

Korite

Once the dominant player in the Ammolite industry, Covid-19 pandemic negatively affected the company. After filing for CCAA (short-term protection from creditors) and subsequent sale of a number of assets, the company is now under new ownership and management.

Aurora Ammolite

This competitor has a substantial footprint in North American retail jewellery stores. They are most active in the Canadian retail market and have a good reputation for quality products and good customer service.

Enchanted Designs

This wholesaler sporadically operates a mine which produces Ammolite and Ammonite fossils, with a primary focus on Ammonite fossils.

Our Competitive Strengths

GEMXX Corporation is a publicly traded, mine to market Gemstone and Jewelry producer with global reach that owns mining resources, production facilities, and operating assets. GEMXX controls each stage of its production including gemstone production, jewelry manufacturing and global distribution.

GEMXX is a leading producer of top quality finished Ammolite and Ammolite jewelry. The company’s world class gemstone cutters and jewelry designers are continuously leading the Ammolite industry in new and exciting directions. Our management team is made up of the industry’s leading experts with a combined total of 160 years of Ammolite gemstone and jewelry business experience. GEMXX has establish customers in shopping channels, cruise tourism, jewelry retailers, Asian Feng Shui markets, Asian retail markets and ecommerce sales.

GEMXX is not dependent on any one market and has a diverse stream of revenue represented by the following sales channels as follows.

ASIA

ASIA is one of the world’s largest markets for Ammolite, and sales are growing. Three of the world’s largest jewelry shows are held annually in Hong Kong. GEMXX personnel have many years of experience attending each of these shows selling an average of $600K USD at each event.

Additional new business opportunities exist for the Company in China. The Company is presently in discussions with potential customers in Beijing and Shanghai. GEMXX’s success in the Feng Shui and Buddhism religions have ensured that Mainland China will continue to be a source of growth for years to come. The Company has the connections to ensure that this important market’s potential is reached.

This division is for testing new products and/or non-traditional markets, such as Ammolite water filtration, home décor, decorative tiles, cosmetics, security applications and other industrial applications of Ammolite and Ammonite.

E-COMMERCE

GEMXX ecommerce experience includes an Ammolite e-commerce platform that has produced sales in excess of $300K annually. GEMXX’s e-commerce business plan for the Company’s future e-commerce websites www.ammolite.com and www.ammonite.com, along with utilizing Amazon, eBay, Goggle shopping, Facebook, Instagram, Twitter, Etsy, Pinterest and Alibaba will ensure the Company dominates the Ammolite industry’s online sales.

CRUISE SHIP MARKETS

The cruise markets are one of the largest Ammolite markets. GEMXX personnel have long standing supply relationships in the North American cruise markets. As cruise tourism restarts, GEMXX is well positioned to supply this opportunity.

FOSSILS

GEMXX fossil sales exceeded $500,000 in 2021 and will continue to grow as the three Hong Kong jewelry shows and the Tucson & Denver fossil shows resume. Additional markets for Ammonites exist in Singapore, Taiwan, Japan the UK and Germany.

RETAIL TOURISM

Locations like Banff, Whistler and Vancouver are where the Ammolite industry was built. GEMXX products are currently sold at the largest tourism retailer in Canada with multiple locations across Canada. Ammolite also has a high chance of competing with other jewelry products in these non-traditional retail settings. Many more Tourist rich locations remain untouched such as Hawaii, Singapore, San Francisco Los Angeles, London, Paris, NYC, Sydney, and Tibet, etc.

As is the trend with other luxury jewelry brands (Tiffany’s, Pandora etc.), the Company will explore opening its own retail stores in high traffic tourist locations to capture the 10x markup from cost to retail.

SHOPPING CHANNELS

GEMXX products are now available on Canada and Australia’s premier shopping channels as well as QVC in the USA. GEMXX plans to expand its shopping channel presence to Japan and Europe.

Current Market

Leading independent market research companies such as Data Monitor and GIA, estimate the worldwide market for luxury or premium lifestyle products is over 90 billion per annum and growing. Ammolite sales around the world have seen unprecedented growth over the last 20 years. Worldwide retail sales are now estimated to be over $100,000,000.

·Asian markets have grown ever since top Feng Shui Master Edward Li coined Ammolite the most influential stone of the new millennium and referred to Ammolite as the "Seven Color Prosperity Stone".

·Ammolite Jewelry and Ammolite Fossils are featured onboard cruise ships and can be found in almost every cruise port in North America.

·Home shopping channels in Japan, Australia, France, Germany, UK, Canada, and USA have all featured Ammolite Jewelry.

·Ammolite and Ammonites can be found on many E-commerce sales channels including Amazon, eBay, and ETSY.

·Ammolite is sold around the world in tourist and traditional jewelry markets.

Ammolite Resources

Gemstone Ammolite rough is only found in Southern, Alberta Canada. Along the St. Mary’s River basin natural erosion has made Ammolite deposits economically viable to extract. The Company’s mining claims consist of North and South blocks totaling 1017 acres. Fossil outcroppings on the riverbanks and core sampling has proven the Company’s resource. Based on long-term historical mining and sales data the resource should generate the company $5M USD per acre mined.

Add-On Revenues

Core sampling on the company’s property has indicated a 2-meter river rock gravel seam and two recoverable seams of high-grade Bentonite. Management estimates add-on revenues of up to $450,000 USD per acre mined.

MINING

The company mines gem quality deposits of Ammolite that are found only in the Bearpaw geological formation of Southern Alberta, Canada, which 65 million years ago was the floor of an ancient sea covering the area east of the Rocky Mountains. The gem bearing deposits are found 5 to 20 meters under the surface. Strip-mining methods are used to remove the overburden covering the formation where the Ammonites are found.

The Company holds one Mineral Work Permit on 800 acres and two Ammonite Shell Mineral claims on 217 acres that will produce high quality Ammolite and Ammonites. With realistic growth projections, the Company has more than 50 years of Ammolite resource reserves.

The mining operations with three excavators and three crews will mine approximately three acres annually; the 3 acre per year mining operation will support annual sales of up to $15M USD and cost $1.8M USD. The mining operation will be immediately scalable to support an increase in sales. Mining techniques that have been perfected over the last 30 years will be employed to ensure the efficient and safe recovery of the Company’s Ammonite and Ammolite resources.

The gravel and bentonite resources will be recovered as part of the Ammolite mining process. The exact value has not been extrapolated in this document, however, they are projected by management to cover all extraction costs of the target minerals.

EXPLORATION

Three core samples have been drilled on the property proving up the existence of both gem-bearing Bearpaw shale formations. The two productive zones are known as “3B” and “Zone 4”. 3B is known for producing Ammonites and free form gemstones. Zone 4 produces the highest-grade Ammolite gemstone and Collector Ammonite fossils ever found. Gem Ammonite out cropping’s on the claim’s riverbanks and two existing adjacent mines on native land prove the Company’s resources are sound.

Horizon View of Core # RT25-1

PROCESSING

Thinner material is manufactured into triplets, as is commonly seen with Opal from Australia. GEMXXX uses synthetic spinel and Quartz triplet caps instead of glass (commonly used in opal triplet manufacturing) because the material is infinitely more durable, resulting in a longer lasting product. When the stone is completed, you have a finished gemstone made from three components: a natural backing, a colorful gem center, and a synthetic spinel or quartz protective cap.

The second type of gem material produced is known as “naturals”. These are Ammolite gemstones that come from more stable gem material and are cut and polished right out of the rough gem material. There are no protective spinel coverings on natural gemstones.

Ammolite is one of the most difficult of all known gemstones to cut, which is a barrier to entry for new competition. GEMXX principles have owned, employed, and trained multiple Ammolite gemstone cutting factories and presently work with factories in Hong Kong, China, Thailand and Sri Lanka that will provide the Company with various cutting services and spread production risk over several factories.

Ammolite Jewelry production: GEMXX has contracted jewelry factories in Thailand, Taiwan, Hong Kong, mainland China, the USA and Canada. The Company has access to all the traditional jewelry production capacity it will require.

For large production, specifically for shopping channels, the Company will contract large jewelry manufacturing companies like PRADA and Chow Tai Fook that offer “Just-in-Time” manufacturing. These services are offered at a small premium. Employing this strategy reduces the need to tie up capital in precious metal for long periods of time or keep costly on-hand inventories of stagnant jewelry designs.

FULFILLMENT

Inventory and fulfilment facilities located and staffed in Canada are expensive to operate and uneconomical compared to Asia.

All GEMXX gemstone cutting, and jewelry manufacturing is done in Asia. It is not cost effective to ship the Company’s products back to Canada or the USA to be warehoused and fulfilled.

GEMXX Quality Control, finished inventory warehousing and fulfillment are housed Hong Kong and are very cost effective.

PRODUCT FLOW

The steps GEMXX completes to get its product to market are outlined below:

1.The Company’s rough Ammolite will be delivered daily to its processing facility where the gem layer is slabbed away from the matrix material.

2.The gem slabs are then stabilized with a proprietary process, measured and wrapped in a protective sleeve for shipping to cutting factories in Asia.

3.Once at the factory the slabs are cut, lapped, trimmed, and polished into either spinel or quartz covered triplets or natural ammolite gemstones.

4.Finished gemstones are then sorted and shipped to jewelry manufacturers, wholesalers and distributors. Finished product is shipped via FedEx and DHL.

5.After quality control checks, finished Jewelry is shipped directly from Hong Kong to all customers.

RISK FACTORS

This offering involves a high degree of risk. You should carefully consider the risks and uncertainties described below in addition to the other information contained in this offering circular before deciding whether to invest in shares of Company’s Common Stock. If any of the following risks occur, our business, financial condition or operating results could be harmed. In that case, you may lose part or all of your investment. In the opinion of management, the risks discussed below represent the material risks known to the company. Additional risks and uncertainties not currently known to us or that we currently deem immaterial may also impair our business operations and adversely affect the investment of Common Stock. You should purchase our Common Stock only if you can afford a complete loss of your investment. You should consider all the risks before buying Company’s Common Stock, which may include:

There are several risks that you should carefully consider before making an investment decision regarding this offering. These risks are discussed more fully in the section entitled “Risk Factors.” You should read and carefully consider these risks and all of the other information in this prospectus, including the financial statements and the related notes thereto included in this prospectus, before deciding whether to invest in our securities. If any of these risks actually occur, our business, financial condition, operating results and cash flows could be materially adversely affected. In such case, the trading price of our securities would likely decline, and you may lose all or part of your investment. These risk factors include, but are not limited to:

·limited operating history and net losses;

·unpredictable events, such as the COVID-19 outbreak, and associated business disruptions;

·changes in laws, regulations and guidelines;

·decrease in demand for ammolite and derivative products due to certain research findings, proceedings, or negative media attention;

·damage to reputation as a result of negative publicity;

·exposure to product liability claims, actions and litigation;

·risks associated with product recalls;

·product viability;

·continuing research and development efforts to respond to technological and regulatory changes;

·maintenance of effective quality control systems;

·changes to energy prices and supply;

·risks associated with expansion into new jurisdictions;

·regulatory compliance risks;

·risks related to our operations in China; and

·potential delisting resulting in reduced liquidity of our Common Shares.

Novel Coronavirus (COVID-19)

There is an ongoing outbreak of a novel strain of coronavirus (COVID-19), which was first identified in China and has since spread rapidly throughout the world. The pandemic has resulted in quarantines, travel restrictions, and the temporary closures of stores and business facilities globally for the past few months. In March 2020, the World Health organization declared COVID-19 to be a pandemic. Given the rapidly expanding nature of COVID-19 pandemic, we believe there is a risk that our business, results of operations, and financial condition could be significantly adversely affected. We cannot accurately predict the effects COVID- 19 will have on our operations and the ability of others to meet their obligations with us, including uncertainties relating to the ultimate geographic spread of the virus, the severity of the disease, the duration of the outbreak, and the length of travel and quarantine restrictions imposed by governments of affected countries. In addition, a significant outbreak of contagious diseases in the human population could result in a widespread health crisis that could adversely affect the economies and financial markets of many countries, resulting in an economic downturn that could further affect our operations and ability to finance our operations.

THE OFFERING

REGULATION A

We are offering our Common Stock pursuant to recently adopted rules by the Securities and Exchange Commission mandated under the Jumpstart Our Business Start-ups Act of 2012, or the JOBS Act. These offering rules are often referred to as “Regulation A.” We are relying upon “Tier 1” of Regulation A, which allows us to offer of up to $25 million in a 12-month period.

In accordance with the requirements of Tier 1 of Regulation A, we will be required to publicly file annual, semi-annual, and current event reports with the Securities and Exchange Commission after the qualification of the offering statement of which this Offering Circular forms a part.

THE OFFERING

Issuer:		GEMXX CORPORATION

Securities offered by us		A maximum of 19,406,295 shares of common stock (the “Common Stock,” or “Common Shares”) at an offering price of $0.40 USD per Common Share. 15,000,000 of the Shares are being offered by the Company and 4,406,295 of the Shares are being offered by the Selling Shareholders.

Common Stock outstanding before the Offering		100,884,372 Common Shares (based on number of Common Shares outstanding as of June 15, 2022

Common Shares to be Outstanding after the Offering:		115,884,372

Price per Unit:		Forty Cents ($0.40) USD.

Maximum Offering:		Fifteen Million (15,000,000) shares of our Common Stock (the “Maximum Offering”) by the Company, at an offering price of Forty Cents ($0.40) per share (the “Shares”), for total gross proceeds to the Company of Six Million Dollars ($6,000,000). Additionally, 4,406,295 shares of our Common Stock may be sold by the Selling Shareholders.

Use of Proceeds:		If we sell all of the Common Stock being offered, our net proceeds (after our estimated commissions, if any, but excluding our estimated Offering expenses and commissions) will be approximately $5,579,050. We will use these net proceeds for our operations, expenses associated with the marketing and advertising of the Offering, working capital, asset acquisition and general corporate purposes, and such other purposes described in the “*Use of Proceeds*” section of this Offering Circular. We will not receive any proceeds from the sale of the common stock by the Selling Shareholder.

Risk Factors:		*Investing in our Common Stock involves a high degree of risk. See “Risk Factors.”*

As of June 15, 2022, the company had shares of common stock, $.0001 par value per share, were issued and outstanding out of the 100,884,372 shares of common stock authorized. There are 2 shares of Series A preferred stock authorized.

State the dates on which the Company sold or otherwise issued securities during the last 12 months, the amount of such securities sold, the number of persons to whom they were sold, and relationship of such persons to the Company at the time of sale, the price at which they were sold and, if not sold for cash, a concise description of the consideration. (Exclude bank debt.)

See chart below:

Issued To:	Relationship	Number of Shares	Value of Transaction	Reason Issued

GRANITE ENTERPRISE GROUP LLC	Vendor	3,948,155	$236,889	On October 27, 2021, the Company issued shares against the purchase of raw materials.
SRAX INC	Service Provider	2,482,483	$2,482,483	On March 18, 2022, the company entered into an agreement with SRAX, Inc. for services to be rendered over the next year.
7008511 CANADA INC	Vendor	159,420	$116,377	On April 29, 2022, the Company issued shares to 700815 Canada Inc. against the purchase of raw materials.
SRAX INC	Service Provider	20,020	$20,020	On March 18, 2022, the company entered into an agreement with SRAX, Inc. for services to be rendered over the next year.
TREVOR KRAWCHUK	Vendor	50,000	$20,000	On April 29, 2022, the Company issued shares to Trevor Krawchuk against the purchase of raw materials.
KIMBERLY SUE HALVORSON	Corporate Secretary	240,000	$96,000	On April 29, 2022 the company issued shares to Kim Halvorson for services rendered.

USE OF PROCEEDS

We will not receive any of the proceeds from the sale of the common stock by the Selling Shareholders. We will use our best efforts to raise a maximum of $6,000,000 for the Company in this offering, minus the offering expenses. The minimum offering threshold is $2,500. The table below summarizes how we will utilize the proceeds of this offering, including in the event that the Company raises less than the full amount expected ($6,000,000). The actual amount of proceeds realized may differ from the amounts summarized below (1). In order to successfully carry out our stated goals, the Company would need $6,000,000 including capital raised in this offering. We anticipate incurring up to $420,950 in offering expenses, including platform and fees, SEC reporting and compliance, and to maintain our general and administrative functions over the next twelve months. If we don’t raise sufficient proceeds in this offering or generate sufficient revenue, our working capital goal may not be met. Furthermore, without sufficient proceeds from this offering or the generation of sufficient revenue, some of our other expenses, including advertising and marketing, website design, and operating and equipment may not be incurred or undertaken. While the Company hopes to secure sufficient funds in the Offering described herein, there is a minimum offering amount of $2,500. If we cannot obtain needed funds, we may be forced to curtail or cease our activities altogether

The following table sets forth the use of the proceeds from this offering for the sale of the 15,000,000 Common Shares. It also includes use of proceeds for 11,250,000 Common Shares, 7,500,000 Common Shares, and 3,750,000 Common Shares.

	100%	75%	50%	25%
Total Proceeds	$6,000,000	$4,500,000	$3,000,000	$1,500,000

Blue Sky Compliance (Deal maker)	$165,950	$124,463	$82,975	$41,488
Legal Expenses (McMurdo Law Group, LLC)	$15,000	$15,000	$15,000	$15,000
Sales Commissions	$120,000	$90,000	$60,000	$30,000
Finders Fees	$120,000	$90,000	$60,000	$30,000
Directors and Officers Insurance	$70,000	$70,000	$70,000	$70,000
Corporate and Operator Insurance (Liability)	$75,000	$75,000	$75,000	$75,000
Accounting Expenses - Harish Belwal	$5,000	$5,000	$5,000	$5,000
Consulting and Bookkeeping	$40,000	$25,000	$25,000	$25,000
Administrative G&A, salaries, Overhead	$500,000	$400,000	$250,000	$175,000
Hourly Wage Employees	$150,000	$150,000	$130,000	$38,000
Consulting / Operating Team	$250,000	$200,000	$150,000	$76,000
E-commerce expansion	$150,000	$100,000	$60,000
Website Build	$20,000	$20,000	$20,000
Brand Development / Marketing	$350,000	$250,000	$100,000	$50,000
Inventory Acquisitions	$600,000	$400,000	$200,000
Mining	$1,750,000	$1,130,000	$970,000	$600,000
Mineral and Land Acquisitions	$550,000	$550,000
Working Capital	$1,069,050	$805,537	$727,025	$269,512
Total	$6,000,000	$4,500,000	$3,000,000	$1,500,000

DETERMINATION OF OFFERING PRICE

The Company determined the offering price based on the current trading price of the Company’s common stock on OTC Pink.

The Selling Shareholders will sell their shares pursuant to the Company’s Regulation A offering at the fixed price of $0.40. We will not receive any proceeds from the sale of shares by the Selling Shareholders.

THE SELLING SHAREHOLDERS

Selling Shareholders

4,406,295 shares of the Company’s common stock were issued to the selling shareholders named below (the “Selling Shareholders”) as listed in the chart below.

All expenses incurred with respect to the registration of the common stock will be borne by the Company, but we will not be obligated to pay any underwriting fees, discounts, commission or other expenses incurred by Selling Shareholder in connection with the sale of such shares.

The following table sets forth the name of the Selling Shareholders, the number of shares of common stock beneficially owned by the Selling Shareholders as of the date hereof and the number of shares of common stock being offered by the Selling Shareholder. The offer and sale of the shares are being registered herein. The Selling Shareholders are under no obligation to sell all or any portion of such shares. All information with respect to share ownership has been furnished by the Selling Shareholders, respectively. The “Amount Beneficially Owned After the Offering” column assumes the sale of all shares offered herein.

Common Shareholder List

Shareholder ID	Sort Name	# of Certs	Shares of Common Stock Beneficially Owned Prior to Offering⁽¹⁾	Maximum Number of Shares of Common Stock to be Offered	Percent of Ownership After Offering
407526	1611451 ALBERTA LTD	1	1,000,000	50,000	0.86%
407529	2297987 ALBERTA INC	1	2,300,000	115,000	1.98%
407546	CRAIGSTONE LTD	1	750,000	37,500	0.65%
407531	DRYDEN, TOMMY ALAN	1	7,915,100	395,755	6.83%
407539	HALVORSON, KIMBERLY SUE	3	4,750,000	237,500	4.10%
407547	HODGSON, ANN	1	500,000	25,000	0.43%
407519	MAULL, JAY	2	35,213,520	1,760,676	30.39%
407548	ORGANIC CAPITAL VENTURES LLC	2	4,510,000	225,500	3.89%
407523	PHOENIX PROFESSIONAL GROUP INC	1	2,500,000	125,000	2.16%
407527	SCHMALTZ, BRUCE	1	400,000	20,000	0.35%
407525	SCHMALTZ, JUSTIN	1	200,000	10,000	0.17%
407549	STARFISH POINT HOLDINGS	2	3,302,221	165,111	2.85%
407520	STINGRAY BAY HOLDINGS	1	20,767,537	1,038,377	17.92%
407551	WHITE SANDS SECURITIES LLC	1	10,000	500	0.01%
407521	WHITE SANDS SECURITIES SEZC	2	4,007,527	200,376	3.46%
			100,884,372	4,406,295	87%

(1)Beneficial ownership is determined in accordance with the rules and regulations of the SEC. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, securities that are currently convertible or exercisable into shares of our common stock, or convertible or exercisable into shares of our common stock within 60 days of the date hereof are deemed outstanding. Such shares, however, are not deemed outstanding for the purposes of computing the percentage ownership of any other person.

DILUTION

If you purchase shares in this Offering, your ownership interest in our Common Stock will be diluted immediately, to the extent of the difference between the price to the public charged for each share in this Offering and the net tangible book value per share of our Common Stock after this Offering.

On May 25, 2022, 2020 there were an aggregate of 100,884,372 shares of Company Common Stock issued and outstanding.

If the maximum 15,000,000 shares of Common Stock in this Offering at the public offering price of $0.40 cents per share, after deducting approximately $425,950 in maximum sales commissions and other offering expenses payable by us, our pro forma as adjusted net tangible book value would have been approximately $24,058,377 ($0.21 per share) as at June 30, 2020. This amount represents an immediate increase in pro forma net tangible book value of $0.03 per share to our existing stockholders at the date of this Offering Circular, and an immediate dilution in pro forma net tangible book value of approximately $0.19 per share to new investors purchasing shares of Common Stock in this Offering at a price of $0.40 per share.

The following table illustrates the per share dilution to new investors discussed above, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering (after our estimated maximum offering expenses and sales commission of $425,950):

Gross Funding Level	6,000,000	4,500,000	3,000,000	1,500,000
Offering Price	0.40	0.40	0.40	0.40
Less commission	0.028	0.029	0.030	0.032
Pro forma net tangible book value per Common Stock share before the Offering	0.18	0.18	0.18	0.18
Increase per common share attributable to investors in this Offering	0.03	0.02	0.01	0.01
Pro forma net tangible book value per Common Stock share after the Offering	0.21	0.20	0.19	0.19
Dilution to investors	0.19	0.20	0.21	0.21
Dilution as a percentage of Offering Price	48%	50%	51%	53%

The following tables set forth, assuming the sale of, respectively, 100%, 75%, 50% and 25% of the shares offered for sale in this offering (after our estimated offering expenses and commissions of $425,950), the total number of shares previously sold to existing stockholders, the total consideration paid for the foregoing and the respective percentages applicable to such purchased shares and consideration paid based on an average price of $0.18 per share paid by existing stockholders and $0.40 per share paid by investors in this Offering.

	Average Price	Shares Purchased		Total Consideration
	Per Share	Number	Percentage	Gross Amount	Percentage
Assuming 100% of Shares Sold:
Existing stockholders	$0.18	100,884,372	87%	$18,058,377	75%
New Investors	$0.40	15,000,000	13%	$6,000,000	25%

Assuming 75% of Shares Sold:
Existing stockholders	$0.18	100,884,372	90%	$18,058,377	80%
New Investors	$0.40	11,250,000	10%	$4,500,000	20%

Assuming 50% of Shares Sold:
Existing stockholders	$0.18	100,884,372	93%	$18,058,377	86%
New Investors	$0.40	7,500,000	7%	$3,000,000	14%

Assuming 25% of Shares Sold:
Existing stockholders	$0.18	100,884,372	96%	$18,058,377	92%
New Investors	$0.40	3,750,000	4%	$1,500,000	8%

MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS

The following management’s discussion and analysis (“MD&A”) should be read in conjunction with financial statements of GEMZ for the years ended March 31, 2022 and 2021, and the notes thereto. Additional information relating to GEMZ is available at www.GEMXX Corporation.com

Safe Harbor for Forward-Looking Statements

Certain statements included in this MD&A constitute forward-looking statements, including those identified by the expressions anticipate, believe, plan, estimate, expect, intend, and similar expressions to the extent they relate to GEMZ or its management. These forward-looking statements are not facts, promises, or guarantees; rather, they reflect current expectations regarding future results or events. These forward-looking statements are subject to risks and uncertainties that could cause actual results, activities, performance, or events to differ materially from current expectations. These include risks related to revenue growth, operating results, industry, products, and litigation, as well as the matters discussed in GEMZ’s MD&A under Risk Factors. Readers should not place undue reliance on any such forward-looking statements. GEMZ disclaims any obligation to publicly update or to revise any such statements to reflect any change in the Company’s expectations or in events, conditions, or circumstances on which any such statements may be based, or that may affect the likelihood that actual results will differ from those set forth in the forward-looking statements.

The following discussion of our financial condition and results of operations should be read in conjunction with our financial statements and the related notes included in this report.

COVID-19

In December 2019, a novel strain of coronavirus (COVID-19) was reported to have surfaced in Wuhan, China. The virus has since spread to over 150 countries and including Canada and United States. On March 11, 2020, the World Health Organization declared the outbreak a pandemic. In both Canada and United Sates most states/provinces and cities have reacted by instituting lockdown orders, restrictions on travel, “stay at home” rules and restrictions on the types of businesses that may continue to operate, as well as guidance in response to the pandemic and the need to contain it.

As a result of the lockdown orders enacted in the United States, Canada and China the Company expects a disruption to its manufacturing with significant reduction to sales presented in these condensed interim financial statements. As of the date of this financial statement, lockdown orders have been relaxed in parts of the United States, Canada and China, but due to low consumer confidence and disruption to manufacturing the Company expects sales to remain low.

The extent to which the pandemic may impact our results will depend on future developments, which are highly uncertain and cannot be predicted as of the date of this report, including new information that may emerge concerning the severity of the pandemic and steps taken to contain the pandemic or treat its impact, among others. Nevertheless, the pandemic and the current financial, economic and capital markets environment, and future developments in the global supply chain and other areas present material uncertainty and risk with respect to our performance, financial condition, results of operations and cash flows.

Revenue

For the year ended March 31, 2022, revenue generated from the entire line of GEMXX Corporation products was $1,438,748, compared to $836,509 for the year ended March 31, 2021. The corresponding increase in revenues of $602,239 in revenues for the year ended March 31, 2022 is mainly attributable to marketing efforts of management and the easing of the COVID-19 restrictions on travel and its positive impact on our market. For the period ending March 31, 2022, our supply chain of raw ammolite remains strong and our production facilities in Hong Kong and China continue to meet demand of GEMXX Corporation’s Finished Products. Travel restrictions during COVID-19 affected one of our major markets, sales on Cruise Ships.

Operating Expenses

Operating expenses increased for the year ended March 31, 2022 by $793,167 to $1,363,524 compared to $569,356 for the year ended March 31, 2021.

Other Income and Expenses

Other income and expenses for the year ended March 31, 2022 were nil compared with nil as at March 31, 2021.

Net Profit

Net Profit for the year ended March 31, 2022 was $76,224 compared to a net profit of $267,153 for the year ended March 31, 2021, a decrease of $190,929 or 71%. The decrease in the net profit can be attributed higher consulting costs, and to the downward valuation of raw ammolite inventory.

Operating Expenses

General and Administrative expenses were substantially higher for the year ended March 31, 2022 as compared to the year ended March 31, 2021. For the year ended March 31, 2022 General and Administrative expenses were $956,920, significantly higher than $209,275 for the year ended March 31, 2021. General and administrative expenses consisted of the following changes:

Consulting Expense

Consulting expenses for the year ended March 31, 2022 was $774,419 compared to $32,813 for the year ended March 31, 2021 which is an increase of 2,260% when compared year over year. This increase was a result of the following:

·Hiring of finance consultants to aid in raising of capital.

Liquidity and Capital Resources

The Company’s Cash Balance of $39,098 as on March 31, 2022, combined with the profits from it’s operations is sufficient to maintain operations into the near future.

Cash Flow Activities

During the year ended March 31, 2022, the Company added $16,291 to its Cash on Hand,

Investing Activities

Most of the Company’s Investing Activities are focused around acquiring Mineral Rights and Resources Claims to augment its raw material sourcing. For the year ended March 31, 2022, there have been no additional investment towards this.

Financing Activities

During the year ended March 31, 2021, the Company (Brainybrawn Inc.) bought 100% of the equity of GEMXX Corp, and renamed the company to GEMXX Corp after merging the two companies. In the merger, the company acquired $2,444,788 of Intellectual property, $184,240 of Mineral Claim and 14,176,086 of Resource Value. Additionally, it issued 3,948,155 shares on account of debt extinguishment.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements with any party.

Critical Accounting Policies

Our discussion and analysis of results of operations and financial condition are based upon our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. We evaluate our estimates on an ongoing basis,

including those related to provisions for uncollectible accounts receivable, inventories, valuation of intangible assets and contingencies and litigation. We base our estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

Employees, Specialized Skill and Knowledge

As of the date of this Form 1- A, Our operations are managed by our directors and officers. Our directors and officers possess a wide range of professional skills that are relevant to pursuing and executing our business strategy. These skills include strong technical skills, expertise in planning and financial controls, ability to execute on business development opportunities, capital markets expertise and entrepreneurial experiences which will allow us to effectively identify, evaluate and execute on value-added initiatives.

Transfer Agent: Nevada Agency and Transfer Company, 50 W. Liberty St., Suite 880, Reno, NV 89501.

Legal Council: McMurdo Law Group, LLC. Mathew McMurdo, 1185 Avenue of the Americas, 3rd Floor, New York, New York 10036

Management Team

Jay F.P. Maull - President, CEO and Chairman (53)

Mr. Maull has owned and operated ammolite mining, production and marketing companies for over 30 years. He has operated the world’s largest Ammolite mine, produced and sold Ammolite to customers on every continent on Earth and, as well, built the world’s largest Ammolite online e-commerce platform. As GEMXX’s President and CEO, Mr. Maull will provide the overall leadership to GEMXX.

Kim S. Halvorson - Corporate Secretary and Director (59)

Ms. Halvorson is a seasoned Business Development and Marketing professional that thrives in new and innovative environments. Over her 25-year career, she has contributed to all spectrums of the business continuum. She started in medical practice management software systems and then moved to holding strategic roles in large corporate structures such as Dell Computer Corporation, and other successful healthcare start-ups like SCI Solutions (complex hospital scheduling). After leaving Dell she went on to be a founding partner at Triage VC, were she worked with several start-up ventures leveraging her vast industry connections. Her expertise helped to accelerate early-stage start-ups in the areas of investment banking, marketing, and business development.

Richard Clowater - VP, Mergers, Acquisitions and Business Development (49)

Mr. Clowater is a sales and marketing professional who specializes in research, data analysis, strategy development and execution. He has played an integral role in establishing initiatives to accomplish market expansion, increase profits and customer loyalty. He has negotiated sales and contracts in excess of $250 million to key purchasing personnel, C-suite management and all levels of governments both foreign and domestic.

Tommy A. Dryden - VP, Ammonite Production (64)

Mr. Dryden has been involved with the production and marketing of Ammolite for over 30 years. There is no one active in the Ammolite industry with more knowledge of the Bearpaw Ammonite bearing formations. His papers on Canadian Ammonites have been published worldwide. Mr. Dryden will oversee GEMXX’s Canadian based production facilities.

P. K. Chung - Business Manager Asia (43)

Ms. Chung has been involved with Ammolite business management, production and marketing in Asia for over 20 years. Based in the Hong Kong Gem district there is no one more knowledgeable of the inner workings of the Asian gem and jewelry markets.

Director and Executive Compensation

During the year ended March 31, 2022, no salaries were paid to Jay Maull and Kim Halvorson.

Employment Agreements

We have no written employment agreements with any of our executive officer or key employee.

Involvement in Certain Legal Proceedings

During the past five years none of our directors, executive officers, promoters or control persons was:

1)the subject of any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2)convicted in a criminal proceeding or is subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);

3)subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4)found by a court of competent jurisdiction (in a civil action), the Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law.

Code of Business Conduct and Ethics

Our Board plans to adopt a written code of business conduct and ethics (“Code”) that applies to our directors, officers and employees, including our principal executive officer, principal financial officer and principal accounting officer or controller, or persons performing similar functions. We intend to post on our website a current copy of the Code and all disclosures that are required by law in regard to any amendments to, or waivers from, any provision of the Code.

EXECUTIVE COMPENSATION

The following summary compensation table reflects all compensation awarded to, earned by, or paid to our Chief Executive Officer and President and other employees for all services rendered to us in all capacities during March 31, 2021.

Summary Compensation Table

Name and Position	Year	Compensation ($)	All Other Compensation	Total ($)
Jay Maull	2021	$150,000	-	$150,000
Kimberly Halvorsen	2021	$125,000	-	$125,000

Director Compensation

The following table sets forth director compensation as of June 15, 2022:

Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)

Jay Maull	-0-	-0-	-0-	-0-	-0-	-0-	-0-
Kimberly Halvorson	-0-	-0-	-0-	-0-	-0-	-0-	-0-

CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Transactions with Related Persons

Jody Maull - Director of 2297987 Alberta Inc.

Controlling Persons

The Company is not aware of any agreements or understandings by a person or group of persons that could be construed as a controlling person.

SECURITY OWNERSHIP OF MANAGEMENT & CERTAIN SECURITYHOLDERS

The following sets forth the number of shares of our $0.0001 par value common stock beneficially owned by (i) each person who, as of June 15, 2022, was known by us to own beneficially more than five percent (5%) of its common stock; (ii) our individual Directors and (iii) our Officer and Director as a group. A total of 100,414,932 common shares were issued and outstanding as of June 15, 2022.

Name and Address of Beneficial Owner	Number of Shares Owned	Percentage of Ownership
Jay Maull 709 3rd Stree SW Black Diamond Alberta T0L-0H0	35,213,520	34.06%

Kimberly Sue Halvorson 24 Priest Point Drive, NE Marysville, W A 98271	12,322,221	12.26%

All Officers and Directors as a Group		46.32%

DESCRIPTION OF SECURITIES

The following is a summary of the rights of our capital stock as provided in our certificate of incorporation, bylaws and certificate of designation. For more detailed information, please see our certificate of incorporation, bylaws and certificate of designation which have been filed as exhibits to the Offering Statement of which this Offering Circular is a part.

General

The Company is authorized to issue two classes of stock. The total number of shares of stock which the Company is authorized to issue is Two Billion (2,000,000,000) shares of capital stock, consisting of One Billion Nine Hundred Seventy Five Million (1,975,000,000) shares of Common Stock, $0.0001 par value and Twenty Five Million (25,000,000) shares of Series A Preferred Stock, $0.0001 par value (the “Preferred Stock”) authorized. There are currently 2 Series A Preferred Stock outstanding.

Indebtedness.

The following tables shows the balance of the notes payable as of December 31, 2019, 2018, 2017:

Balance as at March 31, 2020	$	6
Additions		0
Payment		(0)
Balance as at March 31, 2021	$	6
Additions		236,889
Payments		(236,889)
Balance as at March 31, 2022	$	6

2022 Notes Payable

On October 1, 2019, the acquired Company (GEMXX Corp) signed an agreement to convert its dues against the purchase of raw materials into a Convertible Note. The dues were payable to Granite Enterprise Group, LLC, a Nevada Corporation. The Note bears interest at 10%, payable quarterly, and the principal plus interest is convertible into Common Shares of the Company, in part or in full, at the option of the holder at a price of $0.06 per share. The debt was also acquired during the merger of Brainybrawn Inc and GEMXX Corp. The Total due on the Note as of October 27, 2021 was negotiated to $236,889 and converted into 3,948,155 shares of Common Stock of the Company.

2021 Notes Payable

There were no changes to the Notes payable during the year ended March 31, 2021.

2020 Notes Payable

On August 27, 2015, the Company issued a 7.5% Convertible Promissory Note to a single unaffiliated party in the principal amount of $13,000. The convertible promissory note matured on August 27, 2016 and the “Conversion Price” was equal to the lower of $0.001 or 55% of the average of the 2 lowest trading daily prices of the Company’s common stock during the 20 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. The note also carried fees and penalties for various defaults. As on March 31, 2021 the Convertible Promissory Note had $6 due in outstanding principal amount and $1631.51 in outstanding default fees payable.

Secured Promissory Note

As of March 31, 2022, the Company has no Secured Promissory Notes that are outstanding.

Common Stock

As of the date of this Offering Circular, the Company had 100,884,372 shares of Common Stock issued and outstanding.

Voting

The holders of the Common Stock are entitled to one vote for each share held at all meetings of shareholders (and written actions in lieu of meeting). There shall be no cumulative voting. The holders of shares of Common Stock are entitled to dividends when and as declared by the Board from funds legally available therefor, and upon liquidation are entitled to share pro rata in any distribution to holders of Common Stock. There are no pre-emptive, conversion or redemption privileges, nor sinking fund provisions with respect to the Common Stock.

Changes in Authorized Number

The number of authorized shares of Common Stock may be increased or decreased subject to the Company’s legal commitments at any time and from time to time to issue them, by the affirmative vote of the holders of a majority of the stock of the Company entitled to vote.

Preferred Stock

The Preferred Stock may be issued from time to time in one or more series. The Board is authorized to fix the number of shares of any series of Preferred Stock and to determine the designation of any such series. The Board is also authorized to determine or alter the rights, preferences, privileges, and restrictions granted to or imposed upon any wholly unissued series of Preferred Stock and, within the limits and restrictions stated in any resolution or resolutions of the Board originally fixing the number of shares constituting any series, to increase or decrease (but not below the number of shares of such series than outstanding) the number of shares of any such series subsequent to the issue of shares of that series.

During 2018 and 2019, the Company was authorized to issue 25,000,000 shares of its Series A Preferred Stock with a par value of $0.0001. These shares have voting rights equal to 299 shares of common stock, per share of preferred.

Only 2 shares have been issued and they are held by Kim Halvorson. On April 15, 2021 Kim Halvorson has entered into a Stock Purchase Agreement with Jay Maull and Stingray Bay Holdings for the sale of the 2 (two) preferred shares.

Penny Stock Regulation

The SEC has adopted regulations which generally define “penny stock” to be any equity security that has a market price of less than Five Dollars ($5.00) per share or an exercise price of less than Five Dollars ($5.00) per share. Such securities are subject to rules that impose additional sales practice requirements on broker-dealers who sell them. For transactions covered by these rules, the broker-dealer must make a special suitability determination for the purchaser of such securities and have received the purchaser’s written consent to the transaction prior to the purchase. Additionally, for any transaction involving a penny stock, unless exempt, the rules require the delivery, prior to the transaction, of a disclosure schedule prepared by the SEC relating to the penny stock market. The broker-dealer also must disclose the commissions payable to both the broker-dealer and the registered representative, current quotations for the securities and, if the broker-dealer is the sole market-maker, the broker-dealer must disclose this fact and the broker-dealer’s presumed control over the market. Finally, among other requirements, monthly statements must be sent disclosing recent price information for the penny stock held in the account and information on the limited market in penny stocks. As our Common Stock immediately following this Offering may be subject to such penny stock rules, purchasers in this Offering will in all likelihood find it more difficult to sell their Common Stock shares in the secondary market.

Dividend Policy

We will not distribute cash to our Common Stock shareholders until Company generates net income. We currently intend to retain future earnings, if any, to finance the expansion of our business and for general corporate purposes. We cannot assure you that we will distribute any cash in the future. Our cash distribution policy is within the discretion of our Board of Directors and will depend upon various factors, including our results of operations, financial condition, capital requirements and investment opportunities.

Equity Compensation Plan Information

Company may establish a Common Stock Option Plan for the benefit of its employees in the near future. The vesting and terms of all of the options are determined by the Board of Directors and may vary by optionee; however, the term may be no longer than 10 years from the date of grant.

MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Market Information

Our common stock is quoted on the OTC Markets (“OTCBB”) under the symbol “GEMZ.”

The table below sets forth the high and low closing prices of the Company’s Common Stock during the periods indicated. The quotations reflect inter-dealer prices without retail mark-up, markdown or commission and may not reflect actual transactions.

	Fiscal Year Ended March 31, 2020				Fiscal Year Ended March 31, 2022
	High		Low		High		Low
First Quarter	$	2.000	$	0.006	$	0.027	$	0.011
Second Quarter		0.300		0.055		0.019		0.008
Third Quarter		0.130		0.071		0.042		0.017
Fourth Quarter	$	0.115	$	0.044	$	0.042	$	0.017

The closing sales price of the Company’s common stock as reported on June 15, 2022 was $0.41 per share.

Holders

As of June 15, 2022, there were approximately 170 record holders of our common stock and there are shares of our common stock outstanding.

PLAN OF DISTRIBUTION

A portion of this offering circular relates to the resale of up to 4,406,295 shares of our common stock by the Selling Shareholders at a price per share of $0.40.

The Selling Shareholders, and any of their pledgees, designees, assignees and other successors-in-interest may, from time to time sell any or all of their shares of common stock on any stock exchange, market or trading facility on which the shares are traded or in private transactions. These sales may be at fixed or negotiated prices. The Selling Shareholders may use any one or more of the following methods when selling shares:

·ordinary brokerage transactions and transactions in which the broker-dealer solicits the purchaser;

·block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal;

·facilitate the transaction;

·purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

·an exchange distribution in accordance with the rules of the applicable exchange;

·privately negotiated transactions;

·broker-dealers may agree with the Selling Shareholder to sell a specified number of such shares at a stipulated price per share;

·through the writing of options on the shares

·a combination of any such methods of sale; and

·any other method permitted pursuant to applicable law.

The Selling Shareholders, as applicable, shall have the sole and absolute discretion not to accept any purchase offer or make any sale of shares if it deems the purchase price to be unsatisfactory at any particular time.

The Selling Shareholders may also sell the shares directly to market makers acting as principals and/or broker-dealers acting as agents for themselves or their customers. Such broker-dealers may receive compensation in the form of discounts, concessions or commissions from the Selling Shareholder and/or the purchasers of shares for whom such broker-dealers may act as agents or to whom they sell as principal or both, which compensation as to a particular broker-dealer might be in excess of customary commissions. Market makers and block purchasers purchasing the shares will do so for their own account and at their own risk. It is possible that the Selling Shareholder will attempt to sell shares of common stock in block transactions to market makers or other purchasers at a price per share which may be below the then existing market price. We cannot assure that all or any of the shares offered in this offering circular will be sold by the Selling Shareholders. The Selling Shareholders, and any broker-dealers or agents, upon completing the sale of any of the shares offered in this offering circular, may be deemed to be “underwriters” as that term is defined under the Securities Act, the Exchange Act and the rules and regulations of such acts. In such event, any commissions received by such broker-dealers or agents and any profit on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.

The Selling Shareholders, alternatively, may sell all or any part of the shares offered in this offering circular through an underwriter. The Selling Shareholders have not entered into any agreement with a prospective underwriter and there is no assurance that any such agreement will be entered into.

The Selling Shareholders may pledge its shares to its brokers under the margin provisions of customer agreements. If any of the Selling Shareholders default on a margin loan, the broker may, from time to time, offer and sell the pledged shares. The Selling Shareholders, and any other persons participating in the sale or distribution of the shares

will be subject to applicable provisions of the Exchange Act, and the rules and regulations under such act, including, without limitation, Regulation M. These provisions may restrict certain activities of, and limit the timing of purchases and sales of any of the shares by any of the Selling Shareholders, or any other such person. Under Regulation M, persons engaged in a distribution of securities are prohibited from simultaneously engaging in market making and certain other activities with respect to such securities for a specified period of time prior to the commencement of such distributions, subject to specified exceptions or exemptions. All of these limitations may affect the marketability of the shares.

The Selling Shareholders will be offering such shares for its own account. We do not know for certain how or when the Selling Shareholders will choose to sell its shares of common stock. However, it can sell such shares at any time or through any manner set forth in this plan of distribution.

To permit the Selling Shareholders to resell the shares of common stock issued to them, we agreed to file an offering circular, and all necessary amendments and supplements with the SEC for the purpose of qualifying the shares. We will bear all costs relating to the registration of the common stock offered by this offering circular, other than the costs of our independent legal review. We will keep the registration statement effective until the earlier of (i) the date after which all of the shares of common stock held by the Selling Shareholders that are covered by the offering circular have been sold by the Selling Shareholders pursuant to such offering circular and (ii) the first day of the month next following the 36-month anniversary of the date the offering circular, to which this offering circular is made a part, is declared effective by the SEC.

We are offering a maximum of 15,000,000 shares of Common Stock the public at a price of $0.40 per share on a “best efforts” basis. The shares are being offered in the United States pursuant to Regulation A under the Securities Act, in certain provinces of Canada on a private placement basis pursuant to exemptions from the prospectus requirements under applicable Canadian law, and in jurisdictions outside the United States and Canada on a basis which does not require qualification or registration of such securities.

We plan to market the securities in this offering both through online and offline means. Online marketing may take the form of contacting potential investors through electronic media and posting our Offering Circular and other materials on an online investment platform.

Our Offering will expire on the first to occur of (a) the sale of all 15,000,000 shares of Common Stock offered hereby, and (b) one (1) year from the initial qualification date. This will be a continuous offering which commences within two calendar days after the qualification date, will be offered on a continuous basis, may continue to be offered for a period in excess of 30 days from the date of initial qualification, and will be offered in an amount that, at the time the offering statement is qualified, is reasonably expected to be offered and sold within one year from the initial qualification date.

The Company has engaged DealMaker (“DealMaker”) a broker-dealer registered with the SEC and a member of FINRA, to perform the following administrative and technology related functions in connection with this offering, but not for underwriting or placement agent services:

·Review investor information, including KYC (“Know Your Customer”) data, AML (“Anti Money Laundering”) and other compliance background checks, and provide a recommendation to the company whether or not to accept investor as a customer.

·Review each investors subscription agreement to confirm such investors participation in the offering and provide a determination to the company whether or not to accept the use of the subscription agreement for the investor’s participation.

·Contact and/or notify the company, if needed, to gather additional information or clarification on an investor;

·Not provide any investment advice nor any investment recommendations to any investor.

·Keep investor details and data confidential and not disclose to any third-party except as required by regulators or pursuant to the terms of the agreement (e.g. as needed for AML and background checks).

·Coordinate with third party providers to ensure adequate review and compliance.

As compensation for the services listed above, the company has agreed to pay DealMaker fees equal to 3% of the amount raised in the offering to support the offering on all newly invested funds after the issuance of a No Objection Letter by FINRA. In addition, the company has paid DealMaker a one-time advance set up fee of DEALMAKER to cover reasonable out-of-pocket accountable expenses actually anticipated to be incurred by DealMaker, such as,

among other things, preparing the FINRA filing. DealMaker will refund any fee related to the advance to the extent it is not used, incurred or provided to the company. In addition, the company will pay a $5,000 consulting fee that will be due after FINRA issues a No Objection Letter and the Commission qualifies the offering. The company estimates that total fees due to pay DealMaker would be $160,950 for a fully subscribed offering. These assumptions were used in estimating the expenses of this offering.

Investors’ Tender of Funds

After the SEC has qualified the Offering Statement, the Company will accept tenders of funds to purchase the Common Stock. The Company may close on investments on a “rolling” basis (so not all investors will receive their securities on the same date). Investors may subscribe by tendering funds via ACH, debit or credit card, wire or check. Subscriptions via credit card will be processed via a third-party software provider, Dealmaker, LLC. The Company estimates that processing fees for credit card subscriptions will be approximately 4.5% of total funds invested per transaction. The Company intends to pay these fees on behalf of investors. Investors should note that processing of checks and credit cards by financial institutions has been impacted by restrictions on businesses due to the coronavirus pandemic. Delays in the processing and closing of subscriptions paid by check may occur, and credit card processing fees may fluctuate. Upon closing, funds tendered by investors will be made available to the Company for its use. The Company estimates that approximately 60% of the gross proceeds raised in this Offering will be paid via credit card. This assumption was used in estimating the payment processing fees included in the total offering expenses set forth in the “Use of Proceeds” section of this Offering Circular.

In order to invest you will be required to subscribe to the Offering at www.gemxx.com/invest and agree to the terms of the Offering and the subscription agreement.

Upon confirmation that an investor’s funds have cleared, the Company will instruct the Transfer Agent to issue shares to the investor. The Transfer Agent will notify an investor when shares are ready to be issued and the Transfer Agent has set up an account for the investor.

In the event that it takes some time for the Company to raise funds in this Offering, the Company may rely on cash on hand, or may seek to raise funds by conducting a new offering of equity or debt securities.

There is no aggregate minimum to be raised in order for the Offering to become effective and therefore the Offering will be conducted on a “rolling basis.” This means we will be entitled to begin applying “dollar one” of the proceeds from the Offering towards our business strategy, offering expenses, reimbursements, and other uses as more specifically set forth in the “Use of Proceeds” contained elsewhere in this Offering Circular.

ADDITIONAL INFORMATION ABOUT THE OFFERING

Investment Limitations

Generally, no sale may be made to you in this Offering if the aggregate purchase price you pay is more than ten percent (10%) of the greater of your annual income or net worth (please see below on how to calculate your net worth). Different rules apply to accredited investors and non-natural persons. Before making any representation that your investment does not exceed applicable thresholds, we encourage you to review Rule 251(d)(2)(i)(C) of Regulation A. For general information on investing, we encourage you to refer to www.investor.gov.

Because this is a Tier 2, Regulation A offering, most investors must comply with the ten percent (10%) limitation on investment in the Offering. The only investor in this Offering exempt from this limitation is an “accredited investor” as defined under Rule 501 of Regulation D under the Securities Act (an “Accredited Investor”). If you meet one of the following tests you should qualify as an Accredited Investor:

(i)You are a natural person who has had individual income in excess of $200,000 in each of the two (2) most recent years, or joint income with your spouse in excess of $300,000 in each of these years, and have a reasonable expectation of reaching the same income level in the current year;

(ii)You are a natural person and your individual net worth, or joint net worth with your spouse, exceeds $1,000,000 at the time you purchase Shares (please see below on how to calculate your net worth);

(iii)You are an executive officer or general partner of the issuer or a manager or executive officer of the general partner of the issuer;

(iv)You are an organization described in Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or the Code, a corporation, a Massachusetts or similar business trust or a partnership, not formed for the specific purpose of acquiring the Shares, with total assets in excess of $5,000,000;

(v)You are a bank or a savings and loan association or other institution as defined in the Securities Act, a broker or dealer registered pursuant to Section 15 of the Exchange Act, an insurance company as defined by the Securities Act, an investment company registered under the Investment Company Act of 1940 (the “Investment Company Act”), or a business development company as defined in that act, any Small Business Investment Company licensed by the Small Business Investment Act of 1958 or a private business development company as defined in the Investment Advisers Act of 1940;

(vi)You are an entity (including an Individual Retirement Account trust) in which each equity owner is an accredited investor;

(vii)You are a trust with total assets in excess of $5,000,000, your purchase of Shares is directed by a person who either alone or with his purchaser representative(s) (as defined in Regulation D promulgated under the Securities Act) has such knowledge and experience in financial and business matters that he is capable of evaluating the merits and risks of the prospective investment, and you were not formed for the specific purpose of investing in the Shares; or

(viii)You are a plan established and maintained by a state, its political subdivisions, or any agency or instrumentality of a state or its political subdivisions, for the benefit of its employees, if such plan has assets in excess of $5,000,000.

Offering Period and Expiration Date

This Offering will start on the date on which the SEC initially qualifies this Offering Statement (the “Qualification Date”) and will terminate on the Termination Date (the “Offering Period”).

Procedures for Subscribing

If you decide to subscribe for our Common Stock shares in this Offering, you should:

1.Electronically receive, review, execute and deliver to us a subscription agreement; and

2.Deliver funds directly by wire or electronic funds transfer via ACH to the Company’s bank account designated in the Company’s subscription agreement.

Any potential investor will have ample time to review the subscription agreement, along with their counsel, prior to making any final investment decision. DealMaker will review all subscription agreements completed by the investor.

If the subscription agreement is not complete or there is other missing or incomplete information, the funds will not be released until the investor provides all required information. In the case of a debit card payment, provided the payment is approved, DealMaker will have up to three days to ensure all the documentation is complete. DealMaker will generally review all subscription agreements on the same day, but not later than the day after the submission of the subscription agreement.

All funds received by wire transfer will be made available immediately while funds transferred by ACH will be restricted for a minimum of three days to clear the banking system prior to deposit into an account at the Escrow Agent.

The Company maintains the right to accept or reject subscriptions in whole or in part, for any reason or for no reason, including, but not limited to, in the event that an investor fails to provide all necessary information, even after further requests, in the event an investor fails to provide requested follow up information to complete

background checks or fails background checks, and in the event the offering is oversubscribed in excess of the maximum offering amount.

In the interest of allowing interested investors as much time as possible to complete the paperwork associated with a subscription, there is no maximum period of time to decide whether to accept or reject a subscription. If a subscription is rejected, funds will not be accepted by wire transfer or ACH, and payments made by debit card or check will be returned to subscribers within 30 days of such rejection without deduction or interest. Upon acceptance of a subscription, the company will send a confirmation of such acceptance to the subscriber.

DealMaker has not investigated the desirability or advisability of investment in the shares nor approved, endorsed or passed upon the merits of purchasing the shares. DealMaker is not participating as an underwriter and under no circumstance will it solicit any investment in the company, recommend the company’s securities or provide investment advice to any prospective investor, or make any securities recommendations to investors. DealMaker is not distributing any offering circulars or making any oral representations concerning this Offering Circular or this offering. Based upon DealMaker’s anticipated limited role in this offering, it has not and will not conduct extensive due diligence of this offering and no investor should rely on the involvement of DealMaker in this offering as any basis for a belief that it has done extensive due diligence. DealMaker does not expressly or impliedly affirm the completeness or accuracy of the Offering Statement and/or Offering Circular. All inquiries regarding this offering should be made directly to the company.

NOTE: For the purposes of calculating your net worth, it is defined as the difference between total assets and total liabilities. This calculation must exclude the value of your primary residence and may exclude any indebtedness secured by your primary residence (up to an amount equal to the value of your primary residence). In the case of fiduciary accounts, net worth and/or income suitability requirements may be satisfied by the beneficiary of the account or by the fiduciary, if the fiduciary directly or indirectly provides funds for the purchase of the Shares.

In order to purchase our Common Stock shares and prior to the acceptance of any funds from an investor, an investor will be required to represent, to the Company’s satisfaction, that he is either an accredited investor or is in compliance with the ten percent (10%) of net worth or annual income limitation on investment in this Offering.

LEGAL MATTERS

Certain legal matters with respect to the shares of Common Stock offered hereby will be passed upon by McMurdo Law Group, LLC, New York, NY.

EXPERTS

None.

WHERE YOU CAN FIND MORE INFORMATION

We have filed with the SEC a Regulation A Offering Statement on Form 1-A under the Securities Act of 1993, as amended, with respect to the shares of Common Stock offered hereby. This Offering Circular, which constitutes a part of the Offering Statement, does not contain all of the information set forth in the Offering Statement or the exhibits and schedules filed therewith. For further information about us and the Common Stock offered hereby, we refer you to the Offering Statement and the exhibits and schedules filed therewith. Statements contained in this Offering Circular include the material provisions of any contract or other document that is filed as an exhibit to the Offering Statement, and each such statement is qualified in all respects by reference to the full text of such contract or other document filed as an exhibit to the Offering Statement. Upon the completion of this Offering, we will be required to file periodic reports and other information with the SEC pursuant to the Regulation A. You may read and copy this information at the SEC’s Public Reference Room, 100 F Street, N.E., Room 1580, Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, including us, that file electronically with the SEC. The address of this site is www.sec.gov.

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/A and has duly caused this offering statement to be signed on behalf by the undersigned, thereunto duly authorized, in Las Vegas, NV, June 27, 2022.

	GEMXX CORPORATION

	By:	/s/ Jay Maull
		Name: Jay Maull
		Title: Chief Executive Officer, Principal Executive Officer, and Director

This offering statement has been signed by the following persons in the capacities and on the dates indicated.

By:	/s/ Jay Maull
Name:	Jay Maull
Title:	Chief Executive Officer, Principal Executive Officer, and Director

June 27, 2022

By:	/s/ Kimberly Sue Halvorson
Name:	Kimberly Sue Halvorson
Title:	Director

June 27, 2022

PART III - EXHIBITS

Exhibit No.		Description

EX1A-2A		Certificate of Amendment to the Certificate of Incorporation

EX1A-2B		Bylaws

EX1A-4A		Form of Subscription Agreement

EX1A-6A		Merger agreement by and between Brainybrawn Inc and GEMXX Corp. March 31, 2021

EX1A-6B		Software as a Service Agreement dated September 16, 2020, by and between GEMXX CORPORATION and Novation Solutions Inc. (o/a DealMaker).

EX1A-12A		Opinion of McMurdo Law Group, LLC

INDEX TO FINANCIAL STATEMENTS

*Unaudited Financial Statements For The Year Ended March 31, 2022 And 2021*

Contents		Page(s)

Balance Sheets as of March 3 1 , 202 2 and March 31, 2021		F-2
Statement of Operations for the year ended March 3 1 , 202 2 and 202 1		F-3
Statements of Stockholders ’ Deficit for the year ended March 3 1 , 202 2 and 202 1		F-4
Statements of Cash Flows for the year ended March 3 1 , 202 2 and 202 1		F-5
Notes to the Unaudited Financial Statements		F-6

F-1

GEMXX CORP.

(f/k/a BRAINYBRAWN, INC)

BALANCE SHEET

(Unaudited)

	March 31, 2022		March 31, 2021⁽¹⁾

ASSETS
Current Assets:
Cash	$	39,098	$	22,807
Accounts Receivable		390,405		355,479
Other Current Assets		1,979,846		890,822

Other Assets		16,805,114		16,805,114
Fixed Assets		1,379		1,379

Total Assets		19,215,841		18,075,601

LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts Payable	$	1,028,642	$	130,177
Wages Payable
Accrued Expenses		128,816		305,700

Long Term Liabilities		6		--

Total Liabilities		1,157,464		435,877

Stockholders’ deficit:
Brainy Brawn Preferred stock, $0.0001 par value; 25,000,000 shares authorized; 2 shares issued and outstanding		0		--
Brainy Brawn Common Stock, $0.0001 par value; 1,975,000,000 shares authorized, 1,106,432,897 shares issued and outstanding until 04/27/2021		0		110,643
GEMXX Owner’s Equity, 101,414,932 and 96,456,757 shares issued and outstanding		43,095,889		17,306,560
Capital Stock to be Issued		88,115		--
Additional paid in capital		12,141,023		12,074,179
Accumulated deficit		(37,266,650)		(11,851,659)

Total Stockholders’ Equity / Deficit		18,058,377		17,639,724

Total Liabilities and/or Stockholders’ Equity / (Deficit)	$	19,215,841	$	18,075,601

All figures are in US$.

See the accompanying notes to these unaudited financial statements.

___________________

1.)Financial Reports for period ending March 31, 2021 have been prepared after combining the Financial Statements of Brainybrawn, Inc and GemXX Corporation solely to provide comparison to current period statements. All CAD$ amounts have been converted to US$ using the conversion rate on March 31, 2022. US$ 1 = CAD$ 1.24837

F-2

GEMXX CORP.

(f/k/a BRAINYBRAWN, INC)

STATEMENT OF OPERATIONS

(Unaudited)

	For the Year Ended March 31
	2022	2021⁽¹⁾

Sales	1,436,993	836,509
Other Income	1,755	0
Total Revenue	1,438,748	836,509

Cost of Goods Sold	65,706	259,396

Gross Margin	1,373,042	577,113

Operating expenses:
General and administrative expenses	956,920	209,275
Other operating expenses	339,897	100,685
Total operating expenses	1,296,818	309,960

Gain / (Loss) from Operations	76,224	267,153

Provision for income tax	0	0

Net Profit / (Loss)	76,224	267,153

Loss per share, basic and diluted	0.001	0.003

Weighted average number of shares outstanding, basic and diluted	101,414,932	96,466,757

All figures are in US$.

See the accompanying notes to these unaudited financial statements.

___________________

F-3

GEMXX CORP.

(f/k/a BRAINYBRAWN, INC)

STATEMENTS OF STOCKHOLDERS’ DEFICIT

FOR THE YEAR ENDED MARCH 31, 2022 and 2021⁽¹⁾

(Unaudited)

	Brainybrawn Common Stock
	Shares	Amount	GEMXX Owners Equity	Additional Paid in Capital	Accumulated Deficit	TOTAL
Balance at March 31, 2021	97,466,757	110,643	17,306,560	12,074,179	(11,851,659)	17,639,724
Net Gain / Loss	3,948,175	(110,643)	25,877,444	66,844	(25,414,992)	418,653
Capital Stock to be issued	--	--	88,115	--	--	88,115
Balance at March 31, 2022	101,414,932	0	43,184,004	12,141,023	(37,266,650)	18,058,377

	Brainybrawn Common Stock
	Shares	Amount	GEMXX Owners Equity	Additional Paid in Capital	Accumulated Deficit	TOTAL
Balance at March 31, 2020	1,106,432,897	110,643	17,031,881	0	(9,955)	17,132,569
Net Gain / Loss	--	--	274,679	12,074,179	(11,841,704)	507,155
Balance at March 31, 2021	1,106,432,897	110,643	17,306,560	12,074,179	(11,851,659)	17,639,724

See the accompanying notes to these unaudited financial statements.

___________________

F-4

GEMXX CORP.

(f/k/a BRAINYBRAWN, INC)

STATEMENTS OF CASH FLOWS

(Unaudited)

	For the Year Ended March 31,
	2022		2021⁽¹⁾
Cash flows from operating activities:
Net Profit / (Loss)	$	76,224	$	267,153

Changes in assets and liabilities:
Change in Assets - Decrease (+) Increase (-)		(1,123,949)		(711,364)
Change in Liabilities - Decrease (-) Increase (+)		721,587		(1,220,863)
Net cash used in operating activities		(402,362)		(1,932,227)

Net Cash from / used in Financing Activities		418,653		1,954,749

Net increase in cash		16,291		22,522

Cash - beginning of period		22,807		285
Cash - end of period		39,098		22,807

See the accompanying notes to these unaudited financial statements.

___________________

F-5

GEMXX CORP.

(f/k/a BRAINYBRAWN, INC.)

Notes to the Unaudited Financial Statements

March 31, 2022

NOTE 1 - BUSINESS

GEMXX Corp. (the “Company”), was incorporated under the laws of the State of Delaware as Brainybrawn, Inc. on January 19,1999. The Company changed its name to Brainybrawn, Inc. on December 8, 2000. On 04/29/2021, the Company affected a 5000:1 reverse split and acquired GEMXX Corporation by issuing 96,245,421 shares to the shareholders GEMXX Corporation,

GEMXX Corporation is a global, vertically integrated mine to market gemstone and jewellery producer that owns and controls each stage of its production including excavation, processing, jewellery manufacturing and global distribution.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

The Company’s unaudited financial statements have been prepared based on information provided by the Management and in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The accompanying unaudited financial statements reflect all adjustments, consisting of only normal recurring items, which, in the opinion of management, are necessary for a fair statement of the results of operations for the periods shown and are a fair indication of the results to be expected for the year ending March 31, 2022. These unaudited financial statements should be read in conjunction with the financial statements and related notes in the Company’s financial statements for the year ended March 31, 2021.

Use of estimates

The preparation of financial statements in conformity with 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 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

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents.

Concentration of Credit Risk

The Company has no significant off-balance-sheet concentrations of credit risk such as foreign exchange contracts, options contracts or other foreign hedging arrangements.

Revenue Recognition

The Company recognizes revenue when there is persuasive evidence of an arrangement, delivery has occurred, the fee is determinable, collectability is reasonably assured and there are no significant remaining performance obligations.

Income Taxes

Income taxes are accounted for under the assets and liability method. Current income taxes are provided in accordance with the laws of the respective taxing authorities. Deferred income taxes are provided for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will be realized.

F-6

NOTE 3 - INCOME TAXES

As of March 31, 2022, the Company had a net operating loss carryforward for income tax reporting purposes of approximately $37,266,650 that may be offset against future taxable income until a certain period. Current tax laws limit the amount of loss available to be offset against future taxable income when a substantial change in ownership occurs. Therefore, the amount available to offset future taxable income may be limited. No tax benefit has been reported in the financial statements, because the Company believes there is a 50% or greater chance the carryforwards will expire unused.

NOTE 4 - COMMITMENTS

The Company’s mailing address is in Houston, Texas under a month-to-month agreement at a monthly rent of $15.

NOTE 5 - NOTES PAYABLE

On August 27, 2015, the Company issued a 7.5% Convertible Promissory Note to a single unaffiliated party in the principal amount of $ 13,000. The convertible promissory note matured on August 27, 2016 and the “Conversion Price” was equal to the lower of $0.001 or 55% of the average of the 2 lowest trading daily prices of the Company’s common stock during the 20 consecutive trading days prior to the date on which Holder elects to convert all or part of the Note. The note also carried fees and penalties for various defaults. As on March 31, 2022 the Convertible Promissory Note had $6 due in outstanding principal amount and $1632.14 in interest and outstanding default fees payable.

The Convertible Note payable bears interest at 9% and was due to Sunset Beach Investments LTD., the lender. In June 2007, $7,500 of the note was converted into 274,580 shares of the Company’s common stock. The remaining balance of $7,500 continued to accrue interest at 9% and may be converted at the lender’s discretion. The Company, prior to March 31, 2019 has approved the Lender’s request to assign and convert the entire principal of the $7,500 and a portion of the accrued and payable interest on the convertible note to five unrelated and unaffiliated parties. The balance due on the Note has since been written off.

On October 1, 2019, the Company signed an agreement to convert its dues against the purchase of raw materials into a Convertible Note. The dues were payable to Granite Enterprise Group, LLC, a Nevada Corporation. The Note bears interest at 10%, payable quarterly, and the principal plus interest is convertible into Common Shares of the Company, in part or in full, at the option of the holder at a price of $0.06 per share. The total due on the Note as of October 27, 2021 was negotiated to $236,889 and converted into 3,948,155 shares of Common Stock of the Company.

NOTE 6 - RECEIVABLE FROM RELATED PARTY

The Company has no Receivables from any Related Party as on March 31, 2022.

NOTE 7 - PAYABLE TO RELATED PARTY

The Company has no payables to any Related Party as on March 31, 2022.

NOTE 8 - COMMON STOCK

The Company affected a 5000:1 Reverse Split of its existing shares on 04/21/2021 and issued 96,245,421 shares to acquire all the outstanding shares of GEMXX Corporation.

F-7

NOTE 9 - STOCK OPTIONS AND WARRANTS

Stock Options

The Company has issued stock options to officers, directors, and key employees since year 2000. All options previously issued by the Company have expired on or prior to April 01, 2019.

Outstanding as on March 31, 2022	Nil
Exercisable as on March 31, 2022	Nil

Warrants

The Company during the fiscal year ending March 31, 2022 had no warrants issued and outstanding.

NOTE 10 - OTHER ACTIONS

The Company, from time to time, issues Common Stock to pay for services, raise Capital, and/or as a result of the exercise of Convertible Promissory Notes. On 4/29/2021, 96,245,421 shares were issued to the shareholders of GEMXX Corporation in a share exchange resulting in the change of Management of the Company.

NOTE 11 - GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and the discharge of liabilities in the normal course of business for the foreseeable future. For the year ending March 31, 2022, the Company has US$1,438,748 in Revenues generating a profit of $76,224. The Company has $19,215,841 in Assets and an accumulated deficit of $37,266,650. The Company’s ability to raise additional capital through the future issuances of common stock and/or debt financing is unknown. The obtainment of additional financing, the successful development of the Company’s contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. There are material uncertainties related to events or conditions (the consequences of COVID-19) that may cast significant doubt upon the entity’s ability to continue as a going concern. The consequences of COVID-19 might combine with other events or conditions to create a material uncertainty.

These conditions and the ability to successfully resolve these factors may cast doubt about the Company’s ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties.

NOTE 12 - SUBSEQUENT EVENTS

Management has evaluated subsequent events pursuant to the requirements of ASC Topic 855, from the Balance Sheet date through the date the financial statement were issued, and has determined that no material subsequent events exist.

F-8

DEFINITIVE SHARE EXCHANGE AGREEMENT

This Share Exchange Agreement (“Agreement”), dated as of March 30, 2021, is among GEMX Exchange Corp. (“GEMX”), a Canadian corporation, with and address of Suite 610, 1414 – 8^th Street SW, Calgary Alberta, Canada, T2R1J6 , the shareholders of GEMX (collectively, the “Shareholders”), Jay Maull (“Maull”), the Chief Executive Officer of GEMX, Brainy Brawn, Inc., a Delaware corporation (“BRNW”), with an address of 304 South Jones Blvd, Las Vegas NV 89107, and Kimberly Sue Halvorson, the Controlling Shareholder of BRNW (“Halvorson”). Collectively, the Shareholders, GEMX, BRNW, Maull, and Halvorson are the “Parties.”

The parties hereby enter into this Agreement, following which,

1.BRNW will own all of the equity of GEMX, equaling 16,136,204 shares of GEMX’s stock, and representing all of its issued and outstanding shares;

2.The shareholders named on Exhibit A attached hereto (the “New Equity Holders”), will own 94,779,615 shares of common stock of BRNW (the “Common Stock”), representing approximately 99.77% of BRNW’s outstanding shares of Common Stock (the “Share Exchange”), calculated post-issuance.

3.GEMX will hold no common shares of BRNW, as the wholly owned subsidiary of BRNW; and

As a result of this Agreement, BRNW may announce this reverse merger. The first consolidated post-acquisition period will be the quarter ended March 31, 2021.

RECITALS

WHEREAS, the Shareholders currently hold all of the equity of GEMX and are desirous of relinquishing all of their GEMX shares so that the New Equity Holders would be issued 94,779,615 shares of BRNW Common Stock, of the shares of BRNW Common Stock to be outstanding; this additional ownership would represent approximately 99.77% of BRNW’s issued and outstanding shares of Common Stock; and that GEMX would be a wholly owned subsidiary of BRNW.

WHEREAS, Jay Maull and Kimberly Sue Halvorson representing the Board of Directors of BRNW and GEMX are desirous of GEMX becoming a wholly owned subsidiary of BRNW.

WHEREAS, BRNW and GEMX are desirous of BRNW acquiring 100% of the outstanding shares of GEMX, and issuing 94,779,615 shares of BRNW Common in the process, making GEMX a wholly owned subsidiary of BRNW. The total issued and outstanding shares after the share issuance to GEMX will be 95,000,902 for the Company and subject to any round up rules from the Transfer Agent of Record and DTC (Depository Transfer Corporation).

WHEREAS, BRNW and its Directors are desirous of BRNW acquiring 100% of the outstanding shares of GEMX.

pg. 1

WHEREAS, the Board of Directors and Shareholders of BRNW and GEMX, respectively, have each agreed to exchange and issue shares, as necessary to cause the forgoing results, upon the terms, and subject to the conditions, set forth in this Agreement.

WHEREAS, it is intended that, for federal income tax purposes, the Share Exchange shall qualify as a reorganization under the provisions of Section 368(a)(1)(B) of the Internal Revenue Code of 1986, as amended (the “Code”), and the rules and regulations promulgated thereunder, and be tax-free pursuant to Section 351(a) of the Code.

WHEREAS, the Parties desire to make certain representations, warranties, covenants, and agreements in connection with this Agreement.

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, and in consideration of the representations, warranties, covenants, and agreements herein contained, and intending to be legally bound hereby, the Parties agree as follows:

INCORPORATION OF RECITALS BY REFERENCE. The Recitals are hereby incorporated herein by this reference, as if fully restated herein.

ARTICLE I

DEFINITIONS

I.1 Certain Definitions. The following terms shall, when used in this Agreement, have the following meanings:

“Acquisition” means the acquisition of any businesses, assets, or property other than in the ordinary course, whether by way of the purchase of assets or stock, by BRNW acquiring all of the outstanding shares of GEMX pursuant to this Share Exchange Agreement and the Shareholders relinquishing and exchanging its shares of GEMX to BRNW and BRNW issuing the BRNW Common Shares to the New Equity Holders.

“Affiliate” means, with respect to any Person: (i) any Person directly or indirectly owning, controlling or holding with power to vote ten percent (10%) or more of the outstanding voting securities of such other Person (other than passive or institutional investors); (ii) any Person ten percent (10%) or more of whose outstanding voting securities are directly or indirectly owned, controlled or held with power to vote, by such other Person; (iii) any Person directly or indirectly controlling, controlled by or under common control with such other Person; and (iv) any officer, director or partner of such other Person. “Control” for the foregoing purposes shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities or voting interests, by contract or otherwise.

“BRNW Business” means the business conducted by BRNW.

“BRNW Common Stock” means the common shares of BRNW.

pg. 2

“Business Day” means any day other than Saturday, Sunday, or a day on which banking institutions in New York, New York, are required or authorized to be closed.

“Code” means the United States Internal Revenue Code of 1986, as amended.

“Collateral Documents” mean the Exhibits and any other documents, instruments, and certificates to be executed and delivered by the Parties hereunder or there under.

“Commission” means the Securities and Exchange Commission or any Regulatory Authority that succeeds to its functions.

“Exchange Shares” means (i) the 16,136,204 issued and outstanding common shares of GEMX (the “GEMX Shares”), and (ii) the Preferred Shares, exchanged or converted by the Shareholders to BRNW, for 94,779,615 newly issued Common Stock of BRNW (the “BRNW Shares”).

“Effective Time” means, the moment in time when the shares of the BRNW are exchanged for the shares of BRNW.

“Encumbrance” means any material mortgage, pledge, lien, encumbrance, charge, security interest, security agreement, conditional sale or other title retention agreement, limitation, option, assessment, restrictive agreement, restriction, adverse interest, restriction on transfer or exception to or material defect in title or other ownership interest (including restrictive covenants, leases and licenses).

“Exchange Act” means the Securities Exchange Act of 1934, as amended, and the rules and regulations there under.

“GAAP” means United States generally accepted accounting principles as in effect from time to time.

“Legal Requirement” means any statute, ordinance, law, rule, regulation, code, injunction, judgment, order, decree, ruling, or other requirement enacted, adopted, or applied by any Regulatory Authority, including judicial decisions applying common law or interpreting any other Legal Requirement.

“Losses” shall mean all damages, awards, judgments, assessments, fines, sanctions, penalties, charges, costs, expenses, payments, diminutions in value and other losses, however suffered or characterized, all interest thereon, all costs and expenses of investigating any claim, lawsuit or arbitration and any appeal there from, all actual attorneys’, accountants’ investment bankers’ and expert witness’ fees incurred in connection therewith, whether or not such claim, lawsuit or arbitration is ultimately defeated and, subject to Section 9.4, all amounts paid incident to any compromise or settlement of any such claim, lawsuit or arbitration.

“Liability” means any liability or obligation (whether known or unknown, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due), including any liability for Taxes.

pg. 3

“Material Adverse Effect” means a material adverse effect on (i) the assets, Liabilities, properties or business of the Parties, (ii) the validity, binding effect or enforceability of this Agreement or the Collateral Documents or (iii) the ability of any Party to perform its obligations under this Agreement and the Collateral Documents; provided, however, that none of the following shall constitute a Material Adverse Effect on BRNW: (i) the filing, initiation and subsequent prosecution, by or on behalf of Shareholders of any Party, of litigation that challenges or otherwise seeks damages with respect to the Share Exchange, this Agreement and/or transactions contemplated thereby or hereby, (ii) occurrences due to a disruption of a Party’s business as a result of the announcement of the execution of this Agreement or changes caused by the taking of action required by this Agreement, (iii) general economic conditions, or (iv) any changes generally affecting the industries in which a Party operates.

“Permit” means any license, permit, consent, approval, registration, authorization, qualification or similar right granted by a Regulatory Authority.

“Permitted Liens” means (i) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings; (ii) rights reserved to any Regulatory Authority to regulate the affected property; (iii) statutory liens of banks and rights of set off; (iv) as to leased assets, interests of the lessors and sub-lessors thereof and liens affecting the interests of the lessors and sub-lessors thereof; (v) inchoate material men’s, mechanics’, workmen’s, repairmen’s or other like liens arising in the ordinary course of business; (vi) liens incurred or deposits made in the ordinary course in connection with workers’ compensation and other types of social security; (vii) licenses of trademarks or other intellectual property rights granted by BRNW, in the ordinary course and not interfering in any material respect with the ordinary course of the business of BRNW; and (viii) as to real property, any encumbrance, adverse interest, constructive or other trust, claim, attachment, exception to or defect in title or other ownership interest (including, but not limited to, reservations, rights of entry, rights of first refusal, possibilities of reversion, encroachments, easement, rights of way, restrictive covenants, leases, and licenses) of any kind, which otherwise constitutes an interest in or claim against property, whether arising pursuant to any Legal Requirement, under any contract or otherwise, that do not, individually or in the aggregate, materially and adversely affect or impair the value or use thereof as it is currently being used in the ordinary course.

“Person” means any natural person, corporation, partnership, trust, unincorporated organization, association, Limited Liability Company, Regulatory Authority, or other entity.

“Regulatory Authority” means: (i) the United States of America; (ii) any state, commonwealth, territory or possession of the United States of America and any political subdivision thereof (including counties, municipalities and the like); (iii) Canada and any other foreign (as to the United States of America) sovereign entity and any political subdivision thereof; or (iv) any agency, authority or instrumentality of any of the foregoing, including any court, tribunal, department, bureau, commission or board.

“Representative” means any director, officer, employee, agent, consultant, advisor, or other representative of a Person, including legal counsel, accountants, and financial advisors.

pg. 4

“Securities Act” means the Securities Act of 1933, as amended, and the rules and regulations there under.

“Subsidiary” of a specified Person means (a) any Person if securities having ordinary voting power (at the time in question and without regard to the happening of any contingency) to elect a majority of the directors, trustees, managers or other governing body of such Person are held or controlled by the specified Person or a Subsidiary of the specified Person; (b) any Person in which the specified Person and its subsidiaries collectively hold a fifty percent (50%) or greater equity interest; (c) any partnership or similar organization in which the specified Person or subsidiary of the specified Person is a general partner; or (d) any Person the management of which is directly or indirectly controlled by the specified Person and its Subsidiaries through the exercise of voting power, by contract or otherwise.

“Tax” means any U.S. or non U.S. federal, state, provincial, local or foreign income, gross receipts, license, payroll, employment, excise, severance, stamp, occupation, premium, windfall profits, environmental, customs duties, capital, franchise, profits, withholding, social security (or similar), unemployment, disability, real property, personal property, intangible property, recording, occupancy, sales, use, transfer, registration, value added minimum, estimated or other tax of any kind whatsoever, including any interest, additions to tax, penalties, fees, deficiencies, assessments, additions or other charges of any nature with respect thereto, whether disputed or not.

“Tax Return” means any return, declaration, report, claim for refund or credit or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“Treasury Regulations” means regulations promulgated by the U.S. Treasury Department under the Code.

ARTICLE II

THE SHARE EXCHANGE

II.1 Share Exchange. In accordance with and subject to the provisions of this Agreement and the Nevada Business Corporations Act, at the Effective Time, GEMX shall become a wholly owned subsidiary of BRNW, and BRNW shall be its only shareholder and shall continue in its existence with one owner, BRNW, until a merger, if any. Pursuant to the Share Exchange, (A) the Shareholders are relinquishing all 16,136,204 shares of their GEMX common shares, constituting all issued and outstanding shares of GEMX (the “GEMX Shares”), and (B) the New Equity Holders are acquiring the BRNW Shares, representing approximately 99.77% of the outstanding Common Stock of BRNW post 5000:1 consolidation.

II.2 Stock Transfer Books. Effective immediately after the Share Exchange, the stock transfer books of GEMX shall be closed, and there shall be no further issuance or registration of transfers of shares hereafter on the records of GEMX.

II.3 Restriction on Transfer. The Exchange Shares may not be sold, transferred, or otherwise disposed of without registration under the Act or an exemption therefrom, and that in the absence of

pg. 5

an effective registration statement covering the Exchange Shares or any available exemption from registration under the Act, the Exchange Shares must be held indefinitely. The Parties are aware that the Exchange Shares may not be sold pursuant to Rule 144 promulgated under the Act unless all of the conditions of that Rule are met. Among the conditions for use of Rule 144 may be the availability of current information to the public about the Surviving Company.

II.4 Restrictive Legend. All certificates representing the Exchange Shares shall contain an appropriate restrictive legend.

II.5 Closing. The closing of the transactions contemplated by this Agreement and the Collateral Documents (the “Closing”) shall take place via conference call at the offices of McMurdo Law Group, LLC, 1185 Avenue of the Americas, 3^rd Floor, NY 10036, or at such other location as the parties may agree at 10:00 AM, EST Time on the agreed date, which, shall be concurrent with the signing hereof (the “Closing Date”).

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF BRNW AND HALVORSON

BRNW and Halvorson represent and warrant to the Shareholders that the statements contained in this ARTICLE III are correct and complete as of the date of this Agreement and, except as provided in Section 7.1, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE III, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by this Agreement).

III.1 Organization and Qualification. BRNW is a corporation duly organized, validly existing and in good standing under the laws of its respective jurisdiction of organization. BRNW has all requisite power and authority to own, lease and use its assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. BRNW is duly qualified or licensed to do business in and is in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it make such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed would not have a Material Adverse Effect on BRNW or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of BRNW to perform its obligations under this Agreement or any of the Collateral Documents.

III.2 Capitalization.

(a)The authorized capital stock and other ownership interests of BRNW, a Nevada corporation, consists of post 5000:1 consolidation 221,287 shares of Common Stock. BRNW has a Series A Preferred Stock authorized and held by Controlling Shareholder of Record reflecting shareholder control in this agreement. All of the outstanding BRNW Common Stock and Preferred Stock have been duly authorized and are validly issued, fully paid and non-assessable.

pg. 6

(b)Other than what has been described herein or in BRNW’s filings with the Securities and Exchange Commission, there are no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require BRNW to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests (collectively “Options”).

(c)All of the issued and outstanding shares of BRNW Common Stock have been duly authorized and are validly issued and outstanding, fully paid, and non-assessable and have been issued in compliance with applicable securities laws and other applicable Legal Requirements or transfer restrictions under applicable securities laws.

III.3Authority and Validity. BRNW has all requisite corporate power to execute and deliver, to perform its obligations under, and to consummate the transactions contemplated by, this Agreement (subject to the approval of BRNW Shareholders as contemplated herein and subject to the receipt of any necessary consents, approvals, authorizations, or other matters referred to herein). The execution and delivery by BRNW of, the performance by BRNW of its obligations under, and the consummation by BRNW of the transactions contemplated by, this Agreement have been duly authorized by all requisite action of BRNW (subject to the approval of BRNW Shareholders as contemplated herein). This Agreement has been duly executed and delivered by BRNW and (assuming due execution and delivery by the Shareholders and approval by BRNW Shareholders) is the legal, valid and binding obligation of BRNW, enforceable against it in accordance with its terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. Upon the execution and delivery of the Collateral Documents by each Person (other than by the Shareholders) that is required by this Agreement to execute, or that does execute, this Agreement or any of the Collateral Documents, and assuming due execution and delivery thereof by the Shareholders, the Collateral Documents will be the legal, valid and binding obligations of BRNW, enforceable against BRNW in accordance with their respective terms, except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

III.4No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by BRNW of this Agreement and the Collateral Documents to which it is a party, and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of BRNW under, or result in the creation or imposition of any Encumbrance upon BRNW, BRNW Assets, BRNW Business or BRNW Common Stock by reason of the terms of (i) the articles of incorporation, by laws or other charter or organizational document of BRNW or any Subsidiary of BRNW, (ii) any material contract, agreement, lease, indenture or other instrument to which BRNW is a party or by or to which BRNW, or the Assets may be bound or subject and a violation of which would result in a Material Adverse Effect on BRNW, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to BRNW or (iv)

pg. 7

any Permit of BRNW, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on BRNW or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of BRNW to perform its obligations under this Agreement or any of the Collateral Documents.

III.5Consents and Approvals. No consent, approval, authorization or order of, registration or filing with, or notice to, any Regulatory Authority or any other Person is necessary to be obtained, made or given by BRNW in connection with the execution, delivery and performance by BRNW of this Agreement or any Collateral Document or for the consummation by BRNW of the transactions contemplated hereby or thereby, except to the extent the failure to obtain any such consent, approval, authorization or order or to make any such registration or filing would not have a Material Adverse Effect on BRNW or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of BRNW to perform its obligations under this Agreement or any of the Collateral Documents.

III.6Intellectual Property. BRNW warrants that it has good title to or the right to use all material company intellectual property rights and all material inventions, processes, designs, formulae, trade secrets and know how necessary for the operation of BRNW Business without the payment of any royalty or similar payment.

III.7Compliance with Legal Requirements. BRNW has operated its business in compliance with all Legal Requirements applicable to BRNW except to the extent the failure to operate in compliance with all material Legal Requirements would not have a Material Adverse Effect on BRNW or Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.

III.8Litigation. There are no outstanding judgments or orders against or otherwise affecting or related to BRNW, BRNW Business or BRNW Assets and there is no action, suit, complaint, proceeding or investigation, judicial, administrative or otherwise, that is pending or, to BRNW’s knowledge, threatened that, if adversely determined, would have a Material Adverse Effect on BRNW or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents, except as noted in the audited Company Financial Statements or documented by BRNW to the Shareholders.

III.9Taxes. BRNW has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Regulatory Authority, and has paid all taxes required to be paid in respect thereof except where such failure would not have a Material Adverse Effect on BRNW, except where, if not filed or paid, the exception(s) have been documented by BRNW to the Shareholders.

III.10Books and Records. The books and records of BRNW accurately and fairly represent BRNW Business and its results of operations in all material respects.

III.11Brokers or Finders. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by BRNW and/or its Affiliates/Representatives in connection with the transactions contemplated by this Agreement, neither BRNW, nor any of its

pg. 8

Affiliates/Representatives have incurred any obligation to pay any brokerage or finder’s fee or other commission in connection with the transaction contemplated by this Agreement.

III.12Disclosure. No representation or warranty of BRNW in this Agreement or in the Collateral Documents and no statement in any certificate furnished or to be furnished by BRNW pursuant to this Agreement contained, contains or will contain on the date such agreement or certificate was or is delivered, or on the Closing Date, any untrue statement of a material fact, or omitted, omits or will omit on such date to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

III.13No Undisclosed Liabilities. To the knowledge of Halvorson, BRNW is not subject to any material liability (including unasserted claims), absolute or contingent, other than liabilities of the same nature as those set forth in BRNW’ financial statements and reasonably incurred in the ordinary course of its business.

III.14Disclosed Liabilities. All Liabilities disclosed by BRNW shall be paid from BRNW’s accounts receivable when and as is due, and BRNW shall have no Liabilities upon the reverse merger. Any Liabilities, disclosed or undisclosed, shall be the sole obligation of BRNW.

III.15Absence of Certain Changes. Since March 31, 2021, BRNW has not: (a) suffered any material adverse change in its financial condition, assets, liabilities or business; (b) contracted for or paid any capital expenditures; (c) incurred any indebtedness or borrowed money, issued or sold any debt or equity securities, declared any dividends or discharged or incurred any liabilities or obligations except in the ordinary course of business as heretofore conducted; (d) mortgaged, pledged or subjected to any lien, lease, security interest or other charge or encumbrance any of its properties or assets; (e) paid any material amount on any indebtedness prior to the due date, forgiven or cancelled any material amount on any indebtedness prior to the due date, forgiven or cancelled any material debts or claims or released or waived any material rights or claims; (f) suffered any damage or destruction to or loss of any assets (whether or not covered by insurance); (g) acquired or disposed of any assets or incurred any liabilities or obligations; (h) made any payments to its affiliates or associates or loaned any money to any person or entity; (i) formed or acquired or disposed of any interest in any corporation, partnership, limited liability company, joint venture or other entity; (j) entered into any employment, compensation, consulting or collective bargaining agreement or any other agreement of any kind or nature with any person. Or group, or modified or amended in any respect the terms of any such existing agreement; (k) entered into any other commitment or transaction or experience any other event that relates to or affect in any way this Agreement or to the transactions contemplated hereby, or that has affected, or may adversely affect BRNW Business, operations, assets, liabilities, or financial condition; or (1) amended its Articles of Incorporation or By-laws, except as otherwise contemplated herein.

III.16Contracts. A true and complete list of all contracts, agreements, leases, commitments or other understandings or arrangements, written or oral, express, or implied, to which BRNW is a party or by which it or any of its property is bound or affected requiring payments to or from, or incurring of liabilities by, BRNW in excess of $10,000 (the “Contracts”). BRNW has complied with and performed, in all material respects, all of its obligations required to be performed under and is not in default with respect to any of the Contracts, as of the date hereof, nor has any event occurred

pg. 9

which has not been cured which, with or without the giving of notice, lapse of time, or both, would constitute a default in any respect there under. To the best knowledge of BRNW, no other party has failed to comply with or perform, in all material respects, any of its obligations required to be performed under or is in material default with respect to any such Contracts, as of the date hereof, nor has any event occurred which, with or without the giving of notice, lapse of time or both, would constitute a material default in any respect by such party there under. BRNW knows of and has no reason to believe that there are any facts or circumstances which would make a material default by any party to any contract or obligation likely to occur subsequent to the date hereof.

III.17Permits and Licenses. BRNW has all certificates of occupancy, rights, permits, certificates, licenses, franchises, approvals, and other authorizations as are reasonably necessary to conduct its business and to own, lease, use, operate and occupy its assets, at the places and in the manner now conducted and operated, except those the absence of which would not materially adversely affect its business. BRNW has not received any written or oral notice or claim pertaining to the failure to obtain any material permit, certificate, license, approval or other authorization required by any federal, state or local agency or other regulatory body, the failure of which to obtain would materially and adversely affect its business.

III.18Assets Necessary to Business. BRNW owns or leases all properties and assets, real, personal, and mixed, tangible and intangible, and is a party to all licenses, permits and other agreements necessary to permit it to carry on its business as presently conducted.

III.19Labor Agreements and Labor Relations. BRNW has no collective bargaining or union contracts or agreements. BRNW is in compliance with all applicable laws respecting employment and employment practices, terms and conditions of employment and wages and hours, and is not engaged in any unfair labor practices; there are no charges of discrimination or unfair labor practice charges” or complaints against BRNW pending or threatened before any governmental or regulatory agency or authority; and, there is no labor strike, dispute, slowdown or stoppage actually pending or threatened against or affecting BRNW.

III.20Employment Arrangements. BRNW has no employment or consulting agreements or arrangements, written or oral, which are not terminable at the will of BRNW, or any pension, profit-sharing, option, other incentive plan, or any other type of employment benefit plan as defined in ERISA or otherwise, or any obligation to or customary arrangement with employees for bonuses, incentive compensation, vacations, severance pay, insurance or other benefits. No employee of BRNW is in violation of any employment agreement or restrictive covenant.

III.21Filings. BRNW is subject to filings required by the Securities Act of 1933, as amended, but not the Exchange Act of 1934, as amended.

pg. 10

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF GEMX, MAULL AND THE SHAREHOLDERS

GEMX and Maull, and the Shareholders, where applicable, represent and warrant to BRNW that the statements contained in this ARTICLE IV are correct and complete as of the date of this Agreement and, except as provided in Section 8.1, will be correct and complete as of the Closing Date (as though made then and as though the Closing Date were substituted for the date of this Agreement throughout this ARTICLE IV, except in the case of representations and warranties stated to be made as of the date of this Agreement or as of another date and except for changes contemplated or permitted by the Agreement).

IV.1 Organization and Qualification. GEMX has all requisite power and authority to own, lease and use GEMX’s assets as they are currently owned, leased and used and to conduct its business as it is currently conducted. GEMX is duly qualified or licensed to do business in and is in good standing in each jurisdiction in which the character of the properties owned, leased or used by it or the nature of the activities conducted by it makes such qualification necessary, except any such jurisdiction where the failure to be so qualified or licensed and in good standing would not have a Material Adverse Effect on the Shareholders or a Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of GEMX, Maull, or the Shareholders to perform their or its obligations under this Agreement or any of the Collateral Documents.

IV.2Capitalization.

(a)The authorized capital stock of GEMX is unlimited shares of common stock. All outstanding shares of GEMX Common Stock are owned by the Shareholders, consisting of 16,136,204 shares. GEMX has no shares of preferred stock authorized. The shares of GEMX Common Stock are duly issued and outstanding, and has been duly authorized, validly issued, and outstanding and fully paid and non-assessable, which shares is exchanged hereby, as above provided.

(b)There are no outstanding or authorized options, warrants, purchase rights, preemptive rights or other contracts or commitments that could require GEMX or any of its Subsidiaries to issue, sell, or otherwise cause to become outstanding any of its capital stock or other ownership interests.

(c)All of the issued and outstanding shares of the GEMX common stock have been duly authorized and are validly issued and outstanding, fully paid, and non-assessable (with respect to Subsidiaries that are corporations) and have been issued in compliance with applicable securities laws and other applicable Legal Requirements.

IV.3Authority and Validity. GEMX, Maull and the Shareholders have all requisite power to execute and deliver to perform his obligations under, and to consummate the transactions contemplated by, this Agreement and the Collateral Documents. The execution and delivery by the

pg. 11

GEMX, Maull and the Shareholders and the performance by GEMX, Maull and the Shareholders of their obligations under, and the consummation by GEMX, Maull and the Shareholders of the transactions contemplated by, this Agreement and the Collateral Documents have been duly authorized by all requisite action of GEMX, Maull and the Shareholders. This Agreement has been duly executed and delivered (assuming due execution and delivery by the Shareholders) is the legal, valid and binding obligation of GEMX, Maull and the Shareholders, enforceable in accordance with its terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles. Upon the execution and delivery by GEMX, Maull and the Shareholders of the Collateral Documents to which it is a party, and assuming due execution and delivery thereof by the other parties thereto, the Collateral Documents will be the legal, valid and binding obligations, enforceable in accordance with their respective terms except that such enforcement may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and (ii) general equitable principles.

IV.4No Breach or Violation. Subject to obtaining the consents, approvals, authorizations, and orders of and making the registrations or filings with or giving notices to Regulatory Authorities and Persons identified herein, the execution, delivery and performance by GEMX, Maull and the Shareholders of this Agreement and the Collateral Documents to which they are a party and the consummation of the transactions contemplated hereby and thereby in accordance with the terms and conditions hereof and thereof, do not and will not conflict with, constitute a violation or breach of, constitute a default or give rise to any right of termination or acceleration of any right or obligation of GEMX, Maull and the Shareholders under, or result in the creation or imposition of any Encumbrance upon the property of the Shareholders by reason of the terms of (i) the articles of incorporation, by laws or other charter or organizational document of GEMX, (ii) any contract, agreement, lease, indenture or other instrument to which any of Maull, the Shareholders or GEMX are a party or by or to which Maull, the Shareholders or GEMX or their property may be bound or subject and a violation of which would result in a Material Adverse Effect on Maull, the Shareholders or GEMX taken as a whole, (iii) any order, judgment, injunction, award or decree of any arbitrator or Regulatory Authority or any statute, law, rule or regulation applicable to Maull, the Shareholders or GEMX or (iv) any Permit of GEMX or any of its Subsidiaries, which in the case of (ii), (iii) or (iv) above would have a Material Adverse Effect on GEMX or any of its Subsidiaries or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents or the ability of GEMX, Maull or the Shareholders to perform their obligations hereunder or there under.

IV.5Consents and Approvals. Except for requirements under applicable United States or state securities laws, no consent, approval, authorization or order of, registration or filing with, or notice to, any Regulatory Authority or any other Person is necessary to be obtained, made or given by GEMX, Maull and the Shareholders in connection with the execution, delivery and performance by them of this Agreement or any Collateral Documents or for the consummation by them of the transactions contemplated hereby or thereby, except to the extent the failure to obtain such consent, approval, authorization or order or to make such registration or filings or to give such notice would not have a Material Adverse Effect on the Shareholders, in the aggregate, or a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral

pg. 12

Documents or the ability of GEMX, Maull and the Shareholders to perform their obligations under this Agreement or any of the Collateral Documents.

IV.6Compliance with Legal Requirements. GEMX’s businesses have operated in compliance with all material Legal Requirements including, without limitation, the Securities Act applicable to GEMX or any of its Subsidiaries, except to the extent the failure to operate in compliance with all material Legal Requirements, would not have a Material Adverse Effect on GEMX or any of its Subsidiaries or a Material Adverse Effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.

IV.7Litigation. There are no outstanding judgments or orders against or otherwise affecting or related to GEMX or any of its Subsidiaries, or the business or assets of GEMX or any of its Subsidiaries; and there is no action, suit, complaint, proceeding or investigation, judicial, administrative or otherwise, that is pending or, to the best knowledge of the Shareholders, threatened that, that has not been disclosed and if adversely determined, would have a material adverse effect on the validity, binding effect or enforceability of this Agreement or the Collateral Documents.

IV.8Ordinary Course. There has not been any occurrence, event, incident, action, failure to act or transaction involving GEMX or any of its Subsidiaries, which is reasonably likely, individually or in the aggregate, to have a Material Adverse Effect on GEMX or any of its Subsidiaries.

IV.9Assets and Liabilities. As of the date of this Agreement, neither GEMX nor any of its Subsidiaries has any Assets or Liability, except for the Liabilities disclosed in the balance sheet disclosed to BRNW through the date hereof.

IV.10Taxes. GEMX, and any Subsidiaries, has duly and timely filed in proper form all Tax Returns for all Taxes required to be filed with the appropriate Governmental Authority, except where such failure to file would not have a Material Adverse Effect on GEMX or any of its Subsidiaries.

IV.11Books and Records. The books and records of GEMX and any Subsidiaries, if any, accurately and fairly represent the GEMX business and its results of operations in all material respects. All accounts receivable and inventory of the GEMX business are reflected properly on such books and records in all material respects.

IV.12Financial and Other Information. To the knowledge of Maull, GEMX’s financial statements do not contain (directly or by incorporation by reference) any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein (or incorporated therein by reference), in light of the circumstances under which they were or will be made, not misleading.

IV.13Brokers or Finders. All negotiations relative to this Agreement and the transactions contemplated hereby have been carried out by Maull, GEMX and/or their Affiliates/Representatives in connection with the transactions contemplated by this Agreement, neither Maull, GEMX, nor any

pg. 13

of their Affiliates/Representatives have incurred any obligation to pay any brokerage or finder’s fee or other commission in connection with the transaction contemplated by this Agreement.

IV.14Disclosure. No representation or warranty of GEMX, Maull and the Shareholders in this Agreement or in the Collateral Documents and no statement in any certificate furnished or to be furnished by GEMX, Maull and the Shareholders pursuant to this Agreement contained, contains or will contain on the date such agreement or certificate was or is delivered, or on the Closing Date, any untrue statement of a material fact, or omitted, omits or will omit on such date to state any material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading.

IV.15Filings. GEMX is not subject to filings required by the Securities Act of 1933, as amended, and the Exchange Act of 1934, as amended. Maull will cause BRNW to file all filings required to be made and no such filing will contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, not misleading.

IV.16Conduct of Business. Prior to the Closing Date, GEMX and its Subsidiaries shall conduct their business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of BRNW, except in the regular course of business. Except as otherwise provided herein, GEMX shall not amend its Articles of Incorporation or By-Laws, declare dividends, redeem or sell stock or other securities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any material balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount or enter into any other transaction other than in the regular course of business.

ARTICLE V

COVENANTS OF BRNW

Between the date of this Agreement and the Closing Date:

V.1 Additional Information. BRNW shall provide to GEMX, Maull and the Shareholders and their Representatives such financial, operating, and other documents, data and information relating to BRNW, BRNW Business and BRNW’ assets and liabilities, as GEMX, Maull and the Shareholders or their Representatives may reasonably request. In addition, BRNW shall take all actions necessary to enable GEMX, Maull and the Shareholders and their Representatives to review, inspect and review BRNW Assets, BRNW Business and Liabilities of BRNW and discuss them with BRNW’s officers, employees, independent accountants, customers, licensees, and counsel. Notwithstanding any investigation that GEMX, Maull and the Shareholders may conduct of BRNW, BRNW Business, BRNW Assets and the Liabilities of BRNW, GEMX, Maull and the Shareholders may fully rely on BRNW’s warranties, covenants and indemnities set forth in this Agreement.

V.2 Consents and Approvals. As soon as practicable after execution of this Agreement, BRNW shall use commercially reasonable efforts to obtain any necessary consent, approval, authorization, or order of, make any registration or filing with or give any notice to, any Regulatory Authority or

pg. 14

Person as is required to be obtained, made or given by BRNW to consummate the transactions contemplated by this Agreement and the Collateral Documents.

V.3 Non-circumvention. It is understood that in connection with the transactions contemplated hereby, GEMX has been and will be seeking to find investors willing to provide loans and/or capital investments to finance business plans. In connection therewith, BRNW will not, and it will cause its directors, officers, employees, agents and representatives not to attempt, directly or indirectly, (i) to contact any party introduced to it by the Shareholders, or (ii) deal with, or otherwise become involved in any transaction with any party which has been introduced to it by the Shareholders, without the express written permission of the introducing party and without having entered into a commission agreement with the introducing party. Any violation of the covenant shall be deemed an attempt to circumvent the Shareholders, and the party so violating this covenant shall be liable for damages in favor of the circumvented party.

V.4 No Solicitations. From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to ARTICLE X, BRNW will not nor will it authorize or permit any of its officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by it, directly or indirectly, (i) solicit or initiate the making, submission or announcement of any other acquisition proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any nonpublic information with respect to any other acquisition proposal, (iii) engage in discussions with any Person with respect to any other acquisition proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any other acquisition proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any other acquisition proposal.

V.5 Notification of Adverse change. BRNW shall promptly notify the Shareholders of any material adverse change in the condition (financial or otherwise) of BRNW.

V.6 Notification of Certain Matters. BRNW shall promptly notify the Shareholders of any fact, event, circumstance or action known to it that is reasonably likely to cause BRNW to be unable to perform any of its covenants contained herein or any condition precedent in ARTICLE VII not to be satisfied, or that, if known on the date of this Agreement, would have been required to be disclosed to the Shareholders pursuant to this Agreement or the existence or occurrence of which would cause any of BRNW’s representations or warranties under this Agreement not to be correct and/or complete. BRNW shall give prompt written notice to the Shareholders of any adverse development causing a breach of any of the representations and warranties in ARTICLE III as of the date made.

V.7 BRNW Disclosure Schedule. For purposes of determining the satisfaction of any of the conditions to the obligations of GEMX, Maull and the Shareholders in ARTICLE VII, BRNW disclosures shall be deemed to include only (a) the information contained therein on the date of this Agreement and (b) information provided by written supplements delivered prior to Closing by BRNW that (i) are accepted in writing by GEMX, Maull and the Shareholders, or (ii) reflect actions taken or events occurring after the date hereof prior to Closing.

pg. 15

V.8 State Statutes. BRNW and its Board of Directors shall, if any state takeover statute or similar law is or becomes applicable to the Share Exchange, this Agreement or any of the transactions contemplated by this Agreement, use all reasonable efforts to ensure that the Share Exchange and the other transactions contemplated by this Agreement may be consummated as promptly as practicable on the terms contemplated by this Agreement and otherwise to minimize the effect of such statute or regulation on the Share Exchange, this Agreement and the transactions contemplated hereby.

V.9 Conduct of Business. Prior to the Closing Date, BRNW shall conduct its business in the normal course, and shall not sell, pledge, or assign any assets, without the prior written approval of GEMX, Maull and the Shareholders, except in the regular course of business. Except as otherwise provided herein, BRNW shall not amend its Articles of Incorporation or Bylaws, declare dividends, redeem or sell stock or other securities, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any material balance sheet receivable for less than its stated amount, pay more on any liability than its stated amount, or enter into any other transaction other than in the regular course of business.

V.10 Filings. Until closing, BRNW will timely file all reports and other documents relating to the operation of BRNW required to be filed, which reports, and other documents do not and will not contain any misstatement of a material fact, and do not and will not omit any material fact necessary to make the statements therein not misleading.

V.11 Corporate Actions. This agreement is contingent based on the FINRA approval over the following corporate actions:

A: Consolidation of the capital stock of BRNW on a 5000 to 1 basis whereby for every 5000 shares of BRNW, there will be one share exchanged.

B: Name change to GEMXX Corporation and or Name Approved by FINRA and the State of Delaware.

C: CUSIP number change

D: Symbol Change to Symbol approved by FINRA and the Company.

ARTICLE VI

COVENANTS OF GEMX, MAULL AND THE SHAREHOLDERS

Between the date of this Agreement and the Closing Date,

VI.1 Additional Information. GEMX, Maull and the Shareholders shall provide to BRNW and its Representatives such financial, operating, and other documents, data and information relating to GEMX or any of its Subsidiaries, the GEMX business and the GEMX assets and the liabilities of GEMX, as BRNW or its Representatives may reasonably request. In addition, GEMX, Maull and the Shareholders shall take all action necessary to enable BRNW and its Representatives to review and inspect the GEMX assets, the GEMX business and the liabilities of GEMX and discuss them with BRNW’s officers, employees, independent accountants, and counsel. Notwithstanding any investigation that BRNW may conduct of GEMX or any of its Subsidiaries, the GEMX business,

pg. 16

the GEMX assets and the liabilities of GEMX, BRNW may fully rely on the Shareholders’ warranties, covenants and indemnities set forth in this Agreement.

VI.2 No Solicitations. From and after the date of this Agreement until the Effective Time or termination of this Agreement pursuant to ARTICLE X, GEMX, Maull and the Shareholders will not nor will they authorize or permit any of GEMX’ officers, directors, affiliates or employees or any investment banker, attorney or other advisor or representative retained by it, directly or indirectly, (i) solicit or initiate the making, submission or announcement of any other acquisition proposal, (ii) participate in any discussions or negotiations regarding, or furnish to any person any non-public information with respect to any other acquisition proposal, (iii) engage in discussions with any Person with respect to any other acquisition proposal, except as to the existence of these provisions, (iv) approve, endorse or recommend any other acquisition proposal or (v) enter into any letter of intent or similar document or any contract agreement or commitment contemplating or otherwise relating to any other acquisition proposal.

VI.3 Notification of Adverse change. GEMX and Maull shall promptly notify BRNW of any material adverse change in the condition (financial or otherwise) of GEMX or any of its Subsidiaries.

VI.4 Consents and Approvals. As soon as practicable after execution of this Agreement, GEMX and Maull shall use his commercially reasonable efforts to obtain any necessary consent, approval, authorization, or order of, make any registration or filing with or give notice to, any Regulatory Authority or Person as is required to be obtained, made or given by GEMX, Maull, or the Shareholders to consummate the transactions contemplated by this Agreement and the Collateral Documents.

VI.5 Notification of Certain Matters. GEMX and Maull shall promptly notify BRNW of any fact, event, circumstance or action known to him that is reasonably likely to cause GEMX or any of its Subsidiaries to be unable to perform any of its covenants contained herein or any condition precedent if not to be satisfied, or that, if known on the date of this Agreement, would have been required to be disclosed to BRNW pursuant to this Agreement or the existence or occurrence of which would cause GEMX’s, Maull’s, or the Shareholders’ representations or warranties under this Agreement not to be correct and/or complete. GEMX and Maull shall give prompt written notice to BRNW of any adverse development causing a breach of any of the representations and warranties in ARTICLE IV.

ARTICLE VII

CONDITIONS PRECEDENT TO OBLIGATIONS OF GEMX, MAULL, AND THE SHAREHOLDERS

All obligations of GEMX and Maull and the Shareholders under this Agreement shall be subject to the fulfillment at or prior to Closing of each of the following conditions, it being understood that the

pg. 17

Parties may, in their sole discretion, to the extent permitted by applicable Legal Requirements, waive any or all of such conditions in whole or in part.

VII.1 Accuracy of Representations. All representations and warranties of BRNW contained in this Agreement, the Collateral Documents and any certificate delivered by any of BRNW at or prior to Closing shall be, if specifically qualified by materiality, true in all respects and, if not so qualified, shall be true in all material respects, in each case on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for representations and warranties expressly stated to be made as of the date of this Agreement or as of another date other than the Closing Date and except for changes contemplated or permitted by this Agreement. BRNW shall have delivered to the Shareholders a certificate dated the Closing Date to the foregoing effect.

VII.2 Covenants. BRNW shall, in all material respects, have performed and complied with each of the covenants, obligations and agreements contained in this Agreement and the Collateral Documents that are to be performed or complied with by them at or prior to Closing.

VII.3 Consents and Approvals. All consents, approvals, permits, authorizations, and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein.

VII.4 Delivery of Documents. BRNW shall have delivered, or caused to be delivered, to the Shareholders the following documents:

(i)Copies of BRNW articles of incorporation and bylaws and certified resolutions of the board of directors of BRNW authorizing the execution of this Agreement and the Collateral Documents to which it is a party and the consummation of the transactions contemplated hereby and thereby.

(ii)Such other documents and instruments as GEMX, Maull, or the Shareholders may reasonably request: (A) to evidence the accuracy of BRNW’s representations and warranties under this Agreement, the Collateral Documents and any documents, instruments or certificates required to be delivered hereunder; (B) to evidence the performance by BRNW of, or the compliance by BRNW with, any covenant, obligation, condition and agreement to be performed or complied with by BRNW under this Agreement and the Collateral Documents; or (C) to otherwise facilitate the consummation or performance of any of the transactions contemplated by this Agreement and the Collateral Documents.

VII.5 No Material Adverse change. Since the date hereof, there shall have been no material adverse change in BRNW’ assets, BRNW Business or the financial condition or operations of BRNW, taken as a whole.

ARTICLE VIII

CONDITIONS PRECEDENT TO OBLIGATIONS OF HALVORSON AND BRNW

All obligations of Halvorson and BRNW under this Agreement shall be subject to the fulfillment at or prior to Closing of the following conditions, it being understood that BRNW may, in its sole

pg. 18

discretion, to the extent permitted by applicable Legal Requirements, waive any or all of such conditions in whole or in part.

VIII.1 Accuracy of Representations. All representations and warranties of GEMX, Maull, or the Shareholders contained in this Agreement and the Collateral Documents and any other document, instrument or certificate delivered by GEMX, Maull, or the Shareholders at or prior to the Closing shall be, if specifically qualified by materiality, true and correct in all respects and, if not so qualified, shall be true and correct in all material respects, in each case on and as of the Closing Date with the same effect as if made on and as of the Closing Date, except for representations and warranties expressly stated to be made as of the date of this Agreement or as of another date other than the Closing Date and except for changes contemplated or permitted by this Agreement.

VIII.2 Covenants. GEMX, Maull, or the Shareholders shall, in all material respects, have performed and complied with each obligation, agreement, covenant and condition contained in this Agreement and the Collateral Documents and required by this Agreement and the Collateral Documents to be performed or complied with by GEMX, Maull, or the Shareholders at or prior to Closing.

VIII.3 Consents and Approvals. All consents, approvals, authorizations, and orders required to be obtained from, and all registrations, filings and notices required to be made with or given to, any Regulatory Authority or Person as provided herein.

VIII.4 Delivery of Documents. GEMX, Maull, and/or the Shareholders shall have executed and delivered, or caused to be executed and delivered, to BRNW the following documents:

Documents and instruments as BRNW may reasonably request: (A) to evidence the accuracy of the representations and warranties of GEMX, Maull, and the Shareholders under this Agreement and the Collateral Documents and any documents, instruments or certificates required to be delivered hereunder; (B) to evidence the performance by GEMX, Maull, and the Shareholders of, or the compliance by GEMX, Maull, and the Shareholders with, any covenant, obligation, condition and agreement to be performed or complied with by the Shareholders under this Agreement and the Collateral Documents; or (C) to otherwise facilitate the consummation or performance of any of the transactions contemplated by this Agreement and the Collateral Documents.

VIII.5 No Material Adverse Change. There shall have been no material adverse change in the business, financial condition, or operations of GEMX and its Subsidiaries taken as a whole.

VIII.6 No Litigation. No action, suit or proceeding shall be pending or threatened by or before any Regulatory Authority and no Legal Requirement shall have been enacted, promulgated or issued or deemed applicable to any of the transactions contemplated by this Agreement and the Collateral Documents that would: (i) prevent consummation of any of the transactions contemplated by this Agreement and the Collateral Documents; (ii) cause any of the transactions contemplated by this Agreement and the Collateral Documents to be rescinded following consummation; or (iii) have a Material Adverse Effect on GEMX or any of its Subsidiaries.

pg. 19

ARTICLE IX

INDEMNIFICATION

IX.1 Indemnification by BRNW. BRNW shall indemnify, defend and hold harmless (i) GEMX, Maull, and the Shareholders, (ii) any of GEMX’s, Maull’s, and the Shareholders’ assigns and successors in interest to BRNW Shares, and (iii) each of GEMX, Maull, and the Shareholders, members, partners, directors, officers, managers, employees, agents, attorneys and representatives, from and against any and all Losses which may be incurred or suffered by any such party and which may arise out of or result from any breach of any material representation, warranty, covenant or agreement of BRNW contained in this Agreement. All claims to be assorted hereunder must be made for the first anniversary of the Closing.

IX.2 Indemnification by the Shareholders. GEMX, Maull, and/or the Shareholders shall indemnify, defend, and hold harmless BRNW from and against any and all Losses which may be incurred or suffered by any such party hereto and which may arise out of or result from any breach of any material representation, warranty, covenant or agreement of GEMX, Maull, and/or the Shareholders contained in this Agreement, as applicable. All claims to be assorted hereunder must be made for the first anniversary of the Closing.

IX.3 Notice to Indemnifying Party. If any party (the “Indemnified Party”) receives notice of any claim or other commencement of any action or proceeding with respect to which any other party (or parties) (the “Indemnifying Party”) is obligated to provide indemnification pursuant to Sections 9.1 or 9.2, the Indemnified Party shall promptly give the Indemnifying Party written notice thereof, which notice shall specify in reasonable detail, if known, the amount or an estimate of the amount of the liability arising here from and the basis of the claim. Such notice shall be a condition precedent to any liability of the Indemnifying Party for indemnification hereunder, but the failure of the Indemnified Party to give prompt notice of a claim shall not adversely affect the Indemnified Party’s right to indemnification hereunder unless the defense of that claim is materially prejudiced by such failure. The Indemnified Party shall not settle or compromise any claim by a third party for which it is entitled to indemnification hereunder without the prior written consent of the Indemnifying Party (which shall not be unreasonably withheld or delayed) unless suit shall have been instituted against it and the Indemnifying Party shall not have taken control of such suit after notification thereof as provided in Section 9.4.

IX.4 Defense by Indemnifying Party. In connection with any claim giving rise to indemnity hereunder resulting from or arising out of any claim or legal proceeding by a Person who is not a party to this Agreement, the Indemnifying Party at its sole cost and expense may, upon written notice to the Indemnified Party, assume the defense of any such claim or legal proceeding (i) if it acknowledges to the Indemnified Party in writing its obligations to indemnify the Indemnified Party with respect to all elements of such claim (subject to any limitations on such liability contained in this Agreement) and (ii) if it provides assurances, reasonably satisfactory to the Indemnified Party, that it will be financially able to satisfy such claims in full if the same are decided adversely. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, it may use counsel of its choice to prosecute such defense, subject to the approval of such counsel by the Indemnified Party, which approval shall not be unreasonably withheld or delayed. The Indemnified Party shall be entitled to participate in (but not control) the defense of any such action, with its counsel and at

pg. 20

its own expense; provided, however, that if the Indemnified Party, in its sole discretion, determines that there exists a conflict of interest between the Indemnifying Party (or any constituent party thereof) and the Indemnified Party, the Indemnified Party (or any constituent party thereof) shall have the right to engage separate counsel, the reasonable costs and expenses of which shall be paid by the Indemnified Party. If the Indemnifying Party assumes the defense of any such claim or legal proceeding, the Indemnifying Party shall take all steps necessary to pursue the resolution thereof in a prompt and diligent manner. The Indemnifying Party shall be entitled to consent to a settlement of, or the stipulation of any judgment arising from, any such claim or legal proceeding, with the consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed; provided, however, that no such consent shall be required from the Indemnified Party if (i) the Indemnifying Party pays or causes to be paid all Losses arising out of such settlement or judgment concurrently with the effectiveness thereof (as well as all other Losses theretofore incurred by the Indemnified Party which then remain unpaid or unreimbursed), (ii) in the case of a settlement, the settlement is conditioned upon a complete release by the claimant of the Indemnified Party and (iii) such settlement or judgment does not require the encumbrance of any asset of the Indemnified Party or impose any restriction upon its conduct of business.

ARTICLE X

TERMINATION

X.1 Termination. This Agreement may be terminated, and the transactions contemplated hereby may be abandoned, at any time prior to it being fully executed, or thereafter:

(a)by mutual written agreement of GEMX and BRNW hereto duly authorized by action taken by or on behalf of the respective Boards of Directors; or

(b)by either BRNW, GEMX, Maull, or the Shareholders upon notification to the non-terminating party by the terminating party:

(i)if the terminating party is not in material breach of its obligations under this Agreement and there has been a material breach of any representation, warranty, covenant or agreement on the part of the non-terminating party set forth in this Agreement such that the conditions will not be satisfied; provided, however, that if such breach is curable by the non-terminating party and such cure is reasonably likely to be completed prior to the Closing Date; or

(ii) if any court of competent jurisdiction or other competent Governmental or Regulatory Authority shall have issued an order making illegal or otherwise permanently restricting, preventing, or otherwise prohibiting the Share Exchange and such order shall have become final.

(c)Effect of Termination. If this Agreement is validly terminated by either BRNW GEMX, Maull, or the Shareholders pursuant to Section 10.1, this Agreement will forthwith become null and void and there will be no liability or obligation on the part of the parties hereto, except that nothing contained herein shall relieve any party hereto from liability for willful breach of its representations, warranties, covenants, or agreements contained in this Agreement.

pg. 21

ARTICLE XI

MISCELLANEOUS

XI.1 Parties Obligated and Benefited. This Agreement shall be binding upon the Parties and their respective successors by operation of law and shall inure solely to the benefit of the Parties and their respective successors by operation of law, and no other Person shall be entitled to any of the benefits conferred by this Agreement. Without the prior written consent of the other Party, no Party may assign this Agreement or the Collateral Documents or any of its rights or interests or delegate any of its duties under this Agreement or the Collateral Documents.

XI.2 Publicity. All press release shall be joint press releases between BRNW and GEMX and each shall consult with each other prior to issuing any press releases or otherwise making public announcements with respect to the Share Exchange and the other transactions contemplated by this Agreement and prior to making any filings with any third party and/or any Regulatory Authorities (including any national securities inter dealer quotation service) with respect thereto, except as may be required by law or by obligations pursuant to any listing agreement with or rules of any national securities inter dealer quotation service.

XI.3 Notices. Any notices and other communications required or permitted hereunder shall be in writing and shall be effective upon delivery by hand or upon receipt if sent by certified or registered mail (postage prepaid and return receipt requested) or by a nationally recognized overnight courier service (appropriately marked for overnight delivery) or upon transmission if sent by telex or facsimile (with request for immediate confirmation of receipt in a manner customary for communications of such respective type and with physical delivery of the communication being made by one or the other means specified in this Section as promptly as practicable thereafter). Notices shall be addressed as follows:

If to Maull, GEMX:

GEMX Exchange Ltd.

Suite 610, 1414 – 8^th Street SW

Calgary, Alberta, Canada

T2R 1J6

jay@gemxx.com

If to BRNW or Halvorson:

24 Priest Point Drive, NE

Marysville WA 98271

kimshalvorson@gmail.com

XI.4 Addresses. Any Party may change the address to which notices are required to be sent by giving notice of such change in the manner provided in this Section.

pg. 22

XI.5 Attorneys’ Fees. In the event of any action or suit based upon or arising out of any alleged breach by any Party of any representation, warranty, covenant, or agreement contained in this Agreement or the Collateral Documents, the prevailing Party shall be entitled to recover reasonable attorneys’ fees and other costs of such action or suit from the other Party.

XI.6 Headings. The Article and Section headings of this Agreement are for convenience only and shall not constitute a part of this Agreement or in any way affect the meaning or interpretation thereof.

XI.7 Choice of Law. This Agreement and the rights of the Parties under it shall be governed by and construed in all respects in accordance with the laws of the State of Nevada, without giving effect to any choice of law provision or rule.

XI.8 Rights Cumulative. All rights and remedies of each of the Parties under this Agreement shall be cumulative, and the exercise of one or more rights or remedies shall not preclude the exercise of any other right or remedy available under this Agreement or applicable law.

XI.9 Further Actions. The Parties shall execute and deliver to each other, from time to time at or after Closing, for no additional consideration and at no additional cost to the requesting party, such further assignments, certificates, instruments, records, or other documents, assurances or things as may be reasonably necessary to give full effect to this Agreement and to allow each party fully to enjoy and exercise the rights accorded and acquired by it under this Agreement.

XI.10 Time of the Essence. Time is of the essence under this Agreement. If the last day permitted for the giving of any notice or the performance of any act required or permitted under this Agreement falls on a day which is not a Business Day, the time for the giving of such notice or the performance of such act shall be extended to the next succeeding Business Day.

XI.11 Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

XI.12 Entire Agreement. This Agreement (including the Exhibits and any other documents, instruments and certificates referred to herein, which are incorporated in and constitute a part of this Agreement) contains the entire agreement of the Parties.

XI.13 Survival of Representations and Covenants. Notwithstanding any right of GEMX, Maull, and the Shareholders to fully investigate the affairs of BRNW and notwithstanding any knowledge of facts determined or determinable by GEMX, Maull, and the Shareholders pursuant to such investigation or right of investigation, GEMX, Maull, and the Shareholders shall have the right to rely fully upon the representations, warranties, covenants, and agreements of BRNW contained in this Agreement. Each representation, warranty, covenant, and agreement of BRNW contained herein shall survive the execution and delivery of this Agreement and the Closing and shall thereafter terminate and expire on the first anniversary of the Closing Date unless, prior to such date, GEMX, Maull, or the Shareholders has delivered to BRNW a written notice of a claim with respect to such representation, warranty, covenant or agreement.

pg. 23

IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written.

BrainyBrawn, Inc

By: /s/ Kimberly Sue Halvorson

Name: Kimberly Sue Halvorson

Title: Controlling Shareholder and, Secretary and Director

KIMBERLY SUE HALVORSON

By: /s/ Jay Maull

Name: Jay Maull

Title: Chief Operating Officer and Director

JAY MAULL

GEMX Exchange Limited.

By: /s/ Jay Maull

Name: Jay Maull

Title: Chief Operating Officer

JAY MAULL

{Notary}

For: JAY MAULL

Executed before me this first day of April, 2021

/s/ Brian D. West

Notary Public

Province of Alberta

---------------------------------------------

{Notary}

For: Kimberly Sue Halvorson

Executed before me this first day of April, 2021

/s/ Keith Earl

Notary Public

State of Washington, County of Snohomish

pg. 24

Issuer CIK	0001104023
Issuer CCC	XXXXXXXX
DOS File Number
Offering File Number
Is this a LIVE or TEST Filing?	☒ LIVE ☐ TEST
Would you like a Return Copy?	☐
Notify via Filing Website only?	☐
Since Last Filing?	☐

Exact name of issuer as specified in the issuer's charter	Gemxx Corp.
Jurisdiction of Incorporation / Organization	DELAWARE
Year of Incorporation	1999
CIK	0001104023
Primary Standard Industrial Classification Code	MINING, QUARRYING OF NONMETALLIC MINERALS (NO FUELS)
I.R.S. Employer Identification Number	86-3887714
Total number of full-time employees	5
Total number of part-time employees	3

Address 1	2300 West Sahara Ave
Address 2	Suite 800
City	Las Vegas
State/Country	NEVADA
Mailing Zip/ Postal Code	89102
Phone	702-930-1815

Name	Matthew McMurdo
Address 1
Address 2
City
State/Country
Mailing Zip/ Postal Code
Phone

Cash and Cash Equivalents	$ 39097.89
Investment Securities	$ 0.00
Total Investments	$
Accounts and Notes Receivable	$ 390404.76
Loans	$
Property, Plant and Equipment (PP&E):	$ 1379.05
Property and Equipment	$
Total Assets	$ 19215841.23
Accounts Payable and Accrued Liabilities	$ 1157464.21
Policy Liabilities and Accruals	$
Deposits	$
Long Term Debt	$ 6.34
Total Liabilities	$ 1157470.55
Total Stockholders' Equity	$ 18058377.03
Total Liabilities and Equity	$ 19215841.23

1-A: Filer Information

Submission Contact Information

1-A: Item 1. Issuer Information

Issuer Infomation

Contact Infomation

Address of Principal Executive Offices

Provide the following information for the person the Securities and Exchange Commission's staff should call in connection with any pre-qualification review of the offering statement.

Provide up to two e-mail addresses to which the Securities and Exchange Commission's staff may send any comment letters relating to the offering statement. After qualification of the offering statement, such e-mail addresses are not required to remain active.

Financial Statements

Balance Sheet Information

Statement of Comprehensive Income Information

Outstanding Securities

Common Equity

Preferred Equity

Debt Securities

1-A: Item 2. Issuer Eligibility

Issuer Eligibility

1-A: Item 3. Application of Rule 262

Application Rule 262

1-A: Item 4. Summary Information Regarding the Offering and Other Current or Proposed Offerings

Summary Infomation

Anticipated fees in connection with this offering and names of service providers

1-A: Item 5. Jurisdictions in Which Securities are to be Offered

Jurisdictions in Which Securities are to be Offered

Using the list below, select the jurisdictions in which the issuer intends to offer the securities

Using the list below, select the jurisdictions in which the securities are to be offered by underwriters, dealers or sales persons or check the appropriate box

1-A: Item 6. Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued or Sold Within One Year

Unregistered Securities Issued

Unregistered Securities Act

Total Revenues	$ 1438748.14
Total Interest Income	$
Costs and Expenses Applicable to Revenues	$ 1362523.66
Total Interest Expenses	$
Depreciation and Amortization	$ 0.00
Net Income	$ 76224.48
Earnings Per Share - Basic	$ 0.00
Earnings Per Share - Diluted	$ 0.00

Name of Class (if any) Common Equity	Common Stock
Common Equity Units Outstanding	100884372
Common Equity CUSIP (if any):	36870K106
Common Equity Units Name of Trading Center or Quotation Medium (if any)	OTC Pink

Preferred Equity Name of Class (if any)	Preferred Stock
Preferred Equity Units Outstanding	2
Preferred Equity CUSIP (if any)	na
Preferred Equity Name of Trading Center or Quotation Medium (if any)	na

Debt Securities Name of Class (if any)
Debt Securities Units Outstanding	0
Debt Securities CUSIP (if any):
Debt Securities Name of Trading Center or Quotation Medium (if any)

Check the appropriate box to indicate whether you are conducting a Tier 1 or Tier 2 offering	☒ Tier1 ☐ Tier2
Check the appropriate box to indicate whether the financial statements have been audited	☒ Unaudited ☐ Audited

Does the issuer intend to offer the securities on a delayed or continuous basis pursuant to Rule 251(d)(3)?	☒ Yes ☐ No
Does the issuer intend this offering to last more than one year?	☐ Yes ☒ No
Does the issuer intend to price this offering after qualification pursuant to Rule 253(b)?	☐ Yes ☒ No
Will the issuer be conducting a best efforts offering?	☒ Yes ☐ No
Has the issuer used solicitation of interest communications in connection with the proposed offering?	☐ Yes ☒ No
Does the proposed offering involve the resale of securities by affiliates of the issuer?	☐ Yes ☒ No
Number of securities offered	19406295
Number of securities of that class outstanding	100884372

Price per security	$ 0.4000
The portion of the aggregate offering price attributable to securities being offered on behalf of the issuer	$ 6000000.00
The portion of the aggregate offering price attributable to securities being offered on behalf of selling securityholders	$ 1762518.00
The portion of the aggregate offering price attributable to all the securities of the issuer sold pursuant to a qualified offering statement within the 12 months before the qualification of this offering statement	$ 0.00
The estimated portion of aggregate sales attributable to securities that may be sold pursuant to any other qualified offering statement concurrently with securities being sold under this offering statement	$ 0.00
Total (the sum of the aggregate offering price and aggregate sales in the four preceding paragraphs)	$ 7762518.00

Underwriters - Name of Service Provider		Underwriters - Fees	$
Sales Commissions - Name of Service Provider		Sales Commissions - Fee	$
Finders' Fees - Name of Service Provider	Various Vendors	Finders' Fees - Fees	$ 240000.00
Audit - Name of Service Provider	Harish Belwal	Audit - Fees	$ 5000.00
Legal - Name of Service Provider	McMurdo Law Group, LLC	Legal - Fees	$ 15000.00
Promoters - Name of Service Provider		Promoters - Fees	$
Blue Sky Compliance - Name of Service Provider	DealMaker	Blue Sky Compliance - Fees	$ 160950.00

CRD Number of any broker or dealer listed:	315324
Estimated net proceeds to the issuer	$ 5579050.00
Clarification of responses (if necessary)

(a)Name of such issuer	Gemxx Corp.
(b)(1) Title of securities issued	Common Stock
(2) Total Amount of such securities issued	6900078
(3) Amount of such securities sold by or for the account of any person who at the time was a director, officer, promoter or principal securityholder of the issuer of such securities, or was an underwriter of any securities of such issuer.	0
(c)(1) Aggregate consideration for which the securities were issued and basis for computing the amount thereof.	0
(2) Aggregate consideration for which the securities listed in (b)(3) of this item (if any) were issued and the basis for computing the amount thereof (if different from the basis described in (c)(1)).

Mailing Address (if different from above)
	Street	City/State	Zip

[ ]	Individual	[ ]	Custodian for
[ ]	Tenants in Common	[ ]	Uniform Gifts to Minors Act of the State of: __________________
[ ]	Joint Tenants with rights of Survivorship	[ ]	Corporation (Inc., LLC, LP) – Please list all officers, directors, partners, managers, etc.
[ ]	Partnership (Limited Partnerships use “Corporation”)	[ ]	Other (please explain)
[ ]	Trust
[ ]	Community Property

	(a)	Buyer is at least eighteen (18) years of age with an address as set forth in this Subscription Agreement.

	(b)	Except as set forth in the Offering circular and the exhibits thereto, no representations or warranties, oral or otherwise, have been made to Buyer by the Company or any other person, whether or not associated with the Company or this offering. In entering into this transaction, Buyer is not relying upon any information, other than that contained in the Offering circular and the exhibits thereto and the results of any independent investigation conducted by Buyer at Buyer’s sole discretion and judgment.

	(c)	Buyer understands that his or her investment in the Shares is speculative and involves a high degree of risk, and is not recommended for any person who cannot afford a total loss of the investment. Buyer is able to bear the economic risks of an investment in the offering and at the present time can afford a complete loss of such investment.

	(d)	Buyer is under no legal disability nor is Buyer subject to any order which would prevent or interfere with Buyer’s execution, delivery and performance of this Subscription Agreement or his or her purchase of the Shares. The Shares are being purchased solely for Buyer’s own account and not for the account of others and for investment purposes only, and are not being purchased with a view to or for the transfer, assignment, resale or distribution thereof, in whole or part. Buyer has no present plans to enter into any contract, undertaking, agreement or arrangement with respect to the transfer, assignment, resale or distribution of any of the Shares.

	(e)	Buyer has (i) adequate means of providing for his or her current financial needs and possible personal contingencies, and no present need for liquidity of the investment in the Shares, and (ii) a liquid net worth (that is, net worth exclusive of a primary residence, the furniture and furnishings thereof, and automobiles) which is sufficient to enable Buyer to hold the Shares indefinitely.

	(f)	If the Buyer is acting without a Purchaser Representative, Buyer has such knowledge and experience in financial and business matters that Buyer is fully capable of evaluating the risks and merits of an investment in the offering.

	(g)	Buyer has been furnished with the Offering circular.

	(h)	Buyer understands that Buyer shall be required to bear all personal expenses incurred in connection with his or her purchase of the Shares, including without limitation, any fees which may be payable to any accountants, attorneys or any other persons consulted by Buyer in connection with his or her investment in the offering.