RELATED PARTY TRANSACTIONS	9 Months Ended
Oct. 31, 2021
RELATED PARTY TRANSACTIONS
NOTE 10 - RELATED PARTY TRANSACTIONS	NOTE 10 – RELATED PARTY TRANSACTIONS All related party transactions have been recorded at the exchange value which was the amount of consideration established and agreed to by the related parties. Anthony Brian Goodman On February 22, 2016, the Company entered into a Consulting Service Agreement with its Chief Executive Officer, Anthony Brian Goodman. Pursuant to the Agreement, the consulting fee could be settled in shares. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, the total consulting fee to Mr. Goodman was $0 and $67,894, respectively and, as of October 31, 2021 and January 31, 2021, total consulting fee payable to Mr. Goodman was $0 and $0, respectively. As of January 31, 2021, the Company has $4,000 of prepaid compensation to Mr. Goodman, due to the overpayment to him which has been repaid as of April 30, 2021. The Consulting Service Agreement with Mr. Goodman which commenced on February 22, 2016 was terminated on October 26, 2020 when the Company entered into an Employment Agreement with Mr. Goodman on October 26, 2020. On October 26, 2020, the Company entered into an Employment Agreement with Anthony Brian Goodman. Pursuant to the agreement, Mr. Goodman is to receive an annual salary of $144,000, plus a superannuation of 9.5% of Mr. Goodman’s salary. Beginning July 1, 2021, the superannuation increased to 10% of the salary pursuant to Australian law. As of October 31, 2021 and January 31, 2021, total wage payable to Mr. Goodman was $0 and 38,769, respectively, and the superannuation (compulsory payments made into a fund by an employee toward a future pension) payable was $14,205 and $3,683, respectively. On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. Pursuant to this plan, on January 3, 2018 and September 19, 2019, the Company granted options to purchase shares of common stock to Anthony Brian Goodman. More details of the options are covered in “NOTE 11 – EQUITY”. On June 29, 2021, the Company extended the expiration date of options to purchase 5,400,000 shares of common stock previously granted to Anthony Brian Goodman, the Company’s Chief Executive Officer, at an exercise price of $0.066 per share, which were to expire on June 30, 2021, until December 31, 2022. More details of the options are covered in “NOTE 11 – EQUITY”. On September 18, 2021, Anthony Goodman, the Company’s Chief Executive Officer and Chairman, exercised options to purchase 2,700,000 shares of common stock in a cashless exercise pursuant to which 355,109 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($2,450,250) and 2,344,891 shares were issued. More details of the options are covered in “NOTE 11 – EQUITY”. Weiting ‘Cathy’ Feng On February 22, 2016, the Company entered into a Consulting Service Agreement with its then Chief Financial Officer, Weiting ‘Cathy’ Feng. Pursuant to the Agreement, the consulting fee could be settled in shares. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, the total consulting fee to Ms. Feng was $0 and $67,894, respectively and, as of October 31, 2021 and January 31, 2021, total consulting fee payable to Ms. Feng was $0 and $97,692, respectively. The Consulting Service Agreement with Ms. Feng was terminated when the Company entered into an Employment Agreement with Ms. Feng on October 26, 2020. On October 26, 2020, the Company entered into an Employment Agreement with Weiting ‘Cathy’ Feng. Pursuant to the agreement, Ms. Feng is to receive an annual salary of $120,000, plus a superannuation of 9.5% of Ms. Feng’s salary. Beginning July 1, 2021, the superannuation increased to 10% of the salary pursuant to Australian law. As of October 31, 2021 and January 31, 2021, total wage payable to Ms. Feng was $0 and $32,308, respectively, and the superannuation (compulsory payments made into a fund by an employee toward a future pension) payable was $11,838 and $3,069, respectively. On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. Pursuant to this plan, on January 3, 2018 and September 16, 2019, the Company granted options to purchase shares of common stock to Weiting ‘Cathy’ Feng. More details of the options are covered in “NOTE 11 – EQUITY”. On June 29, 2021, the Company extended the expiration date of options to purchase 1,400,000 shares of common stock previously granted to Weiting Feng, the Company’s Chief Operating Officer, at an exercise price of $0.06 per share, which were to expire on June 30, 2021, until December 31, 2022. More details of the options are covered in “NOTE 11 – EQUITY”. On September 18, 2021, Weiting Feng, the Company’s Chief Operating Officer and Director, exercised options to purchase 700,000 shares of common stock in a cashless exercise pursuant to which 83,696 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($577,500) and 616,304 shares were issued. More details of the options are covered in “NOTE 11 – EQUITY”. Thomas E. McChesney On April 24, 2020, the Board of Directors appointed Mr. Thomas E. McChesney as a member of the Board of Directors of the Company. Mr. McChesney’s appointment was effective on April 27, 2020. The Board of Directors agreed to compensate Mr. McChesney $2,000 per month payable in arears and to grant Mr. McChesney options to purchase 100,000 shares of common stock (at $0.795 per share, expiring April 27, 2025) in connection with his appointment. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. McChesney were $18,000 and $18,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. McChesney. More details regarding the options are covered in “NOTE 11 – EQUITY”. On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. McChesney to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in common stock shares under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan. Murray G. Smith On July 27, 2020, the Board of Directors appointed Mr. Murray G. Smith as a member of the Board of Directors of the Company. Mr. Smith’s appointment was effective on August 1, 2020. The Board of Directors agreed to compensate Mr. Smith $2,000 per month payable in arears and to grant Mr. Smith options to purchase 100,000 shares of common stock (at $2.670 per share, expiring August 1, 2025) in connection with his appointment. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Smith were $18,000 and $12,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. Smith. More details regarding the options are covered in “NOTE 11 – EQUITY”. On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Smith to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in common stock shares issued under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan. Aaron Richard Johnston On August 13, 2020, the Board of Directors agreed to appoint Mr. Aaron Richard Johnston as a member of the Board of Directors of the Company subject to his acceptance. On August 23, 2020, the Company received Mr. Johnston’s acceptance letter. The effective date of appointment was August 23, 2020. The Board of Directors agreed to compensate Mr. Johnston $2,000 per month payable in arears and to grant Mr. Johnston options to purchase 100,000 shares of common stock (at $2.670 per share, expiring August 1, 2025) in connection with his appointment. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Johnston were $18,000 and $10,000, respectively. As of October 31, 2021 and January 31, 2021, the amount payable to Mr. Johnston was $2,000 and $0. More details regarding the options are covered in “NOTE 11 – EQUITY”. On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Johnston to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in shares of common stock issued under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan. Brett Goodman On May 1, 2020, the Company entered into a consultant agreement with Brett Goodman, the son of the Company’s Chief Executive Officer, where Mr. Brett Goodman will provide consulting services assisting the Company with building a Peer-to-Peer gaming system. The consultant will be paid $3,000 per month. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Brett Goodman were $30,000 and $27,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. Brett Goodman. On August 10, 2020, the Company entered into a Stock Purchase Agreement with Mr. Brett Goodman, and Jason Silver, who was then subject to a partnership agreement with Brett Goodman. Mr. Goodman and Mr. Silver had previously engaged a third-party company to develop a Peer-to-Peer betting application and the parties determined it was in the Company’s best interests to assume ownership of the Peer-to-Peer betting application development program, and to engage Mr. Goodman and Mr. Silver for management of the project. Pursuant to the agreement, we agreed to issue each of Mr. Goodman and Mr. Silver 2,000 shares of restricted common stock (4,000 shares in aggregate) (which shares were issued on March 24, 2021), and as a result, a $14,840 expense was recorded during the fiscal year ended January 31, 2021. Additionally, each of Mr. Goodman and Mr. Silver agreed to manage the project. We also agreed to reimburse Mr. Goodman and Mr. Silver for the costs of the project; however, there have been no expenses to date. Marla Goodman Marla Goodman is the wife of Anthony Brian Goodman, the Company’s Chief Executive Officer. Marla Goodman owns 50% of Articulate Pty Ltd. (discussed below). Articulate Pty Ltd (a) Back Office Services: On April 1, 2016, the Company entered into a Back Office/Service Provider Agreement with Articulate Pty Ltd, which is wholly-owned by Anthony Brian Goodman, Chief Executive Officer of the Company and his wife Marla Goodman, for consulting services. On June 30, 2021, the Back Office Services Agreement was cancelled. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, total Back Office Services fees paid to Articulate were $55,000 and $132,000, respectively. As of October 31, 2021 and January 31, 2021, the amount payable to Articulate for Back Office Services was $77,019 and $33,000, respectively. (b) License Agreement: On March 1, 2018, the Company entered into a License Agreement with Articulate, in which Articulate received a license from the Company to use the GM2 Asset technology, and would pay the Company a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, revenues from Articulate were $1,525,091 and $2,248,877, respectively. As of October 31, 2021, and January 31, 2021, the amount receivable from Articulate was $1,306,896 and $656,805, respectively. (c) Prepaid deposit paid to Skywind Services IOM Ltd (“Skywind”) by Articulate on behalf of Global Technology Pty Ltd (“GTG”): Articulate had a prepaid deposit in favor of Skywind in the amount of $43,569 (35,928 EUR) as of February 18, 2021. Articulate allowed GTG to utilize the prepaid deposits in order that GTG be able to operate and utilize certain Progressive Jackpot games of Skywind. On February 18, 2021, the Company recorded an accounts payable of $43,569 to Articulate. On July 29, 2021, the Company paid an equivalent of $42,464 to Articulate to settle the accounts payable based on the exchange rate on the same date. Mr. Omar Jimenez On April 22, 2021, the Company entered into a Consulting Agreement with Omar Jimenez. The Consulting Agreement provides for Mr. Jimenez to be paid $12,500 per month (which may be increased from time to time with the mutual consent of Mr. Jimenez and the Company), to be granted options to purchase 50,000 shares of common stock (at $9.910 per share, expiring April 23, 2023), granted under the Company’s 2018 Equity Compensation Plan, of which options to purchase 25,000 shares vested on April 22, 2021, and options to purchase 25,000 shares vested on October 22, 2021. Mr. Jimenez may also receive discretionary bonuses from time to time in the discretion of the Board of Directors in cash, stock or options. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, total consulting fees paid to Mr. Jimenez were $78,750 and $0, respectively. As of October 31, 2021, and January 31, 2021, the amount payable to Mr. Jimenez was $0 and $0, respectively. More details regarding the options are covered in “NOTE 11 – EQUITY”.

RELATED PARTY TRANSACTIONS

9 Months Ended

Oct. 31, 2021

NOTE 10 – RELATED PARTY TRANSACTIONS

All related party transactions have been recorded at the exchange value which was the amount of consideration established and agreed to by the related parties.

Anthony Brian Goodman

On February 22, 2016, the Company entered into a Consulting Service Agreement with its Chief Executive Officer, Anthony Brian Goodman. Pursuant to the Agreement, the consulting fee could be settled in shares. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, the total consulting fee to Mr. Goodman was $0 and $67,894, respectively and, as of October 31, 2021 and January 31, 2021, total consulting fee payable to Mr. Goodman was $0 and $0, respectively. As of January 31, 2021, the Company has $4,000 of prepaid compensation to Mr. Goodman, due to the overpayment to him which has been repaid as of April 30, 2021.

The Consulting Service Agreement with Mr. Goodman which commenced on February 22, 2016 was terminated on October 26, 2020 when the Company entered into an Employment Agreement with Mr. Goodman on October 26, 2020.

On October 26, 2020, the Company entered into an Employment Agreement with Anthony Brian Goodman. Pursuant to the agreement, Mr. Goodman is to receive an annual salary of $144,000, plus a superannuation of 9.5% of Mr. Goodman’s salary. Beginning July 1, 2021, the superannuation increased to 10% of the salary pursuant to Australian law. As of October 31, 2021 and January 31, 2021, total wage payable to Mr. Goodman was $0 and 38,769, respectively, and the superannuation (compulsory payments made into a fund by an employee toward a future pension) payable was $14,205 and $3,683, respectively.

On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. Pursuant to this plan, on January 3, 2018 and September 19, 2019, the Company granted options to purchase shares of common stock to Anthony Brian Goodman. More details of the options are covered in “NOTE 11 – EQUITY”.

On June 29, 2021, the Company extended the expiration date of options to purchase 5,400,000 shares of common stock previously granted to Anthony Brian Goodman, the Company’s Chief Executive Officer, at an exercise price of $0.066 per share, which were to expire on June 30, 2021, until December 31, 2022. More details of the options are covered in “NOTE 11 – EQUITY”.

On September 18, 2021, Anthony Goodman, the Company’s Chief Executive Officer and Chairman, exercised options to purchase 2,700,000 shares of common stock in a cashless exercise pursuant to which 355,109 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($2,450,250) and 2,344,891 shares were issued. More details of the options are covered in “NOTE 11 – EQUITY”.

Weiting ‘Cathy’ Feng

On February 22, 2016, the Company entered into a Consulting Service Agreement with its then Chief Financial Officer, Weiting ‘Cathy’ Feng. Pursuant to the Agreement, the consulting fee could be settled in shares. During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, the total consulting fee to Ms. Feng was $0 and $67,894, respectively and, as of October 31, 2021 and January 31, 2021, total consulting fee payable to Ms. Feng was $0 and $97,692, respectively.

The Consulting Service Agreement with Ms. Feng was terminated when the Company entered into an Employment Agreement with Ms. Feng on October 26, 2020.

On October 26, 2020, the Company entered into an Employment Agreement with Weiting ‘Cathy’ Feng. Pursuant to the agreement, Ms. Feng is to receive an annual salary of $120,000, plus a superannuation of 9.5% of Ms. Feng’s salary. Beginning July 1, 2021, the superannuation increased to 10% of the salary pursuant to Australian law. As of October 31, 2021 and January 31, 2021, total wage payable to Ms. Feng was $0 and $32,308, respectively, and the superannuation (compulsory payments made into a fund by an employee toward a future pension) payable was $11,838 and $3,069, respectively.

On January 3, 2018, the Company adopted a stock option plan: the 2018 Equity Incentive Plan. Pursuant to this plan, on January 3, 2018 and September 16, 2019, the Company granted options to purchase shares of common stock to Weiting ‘Cathy’ Feng. More details of the options are covered in “NOTE 11 – EQUITY”.

On June 29, 2021, the Company extended the expiration date of options to purchase 1,400,000 shares of common stock previously granted to Weiting Feng, the Company’s Chief Operating Officer, at an exercise price of $0.06 per share, which were to expire on June 30, 2021, until December 31, 2022. More details of the options are covered in “NOTE 11 – EQUITY”.

On September 18, 2021, Weiting Feng, the Company’s Chief Operating Officer and Director, exercised options to purchase 700,000 shares of common stock in a cashless exercise pursuant to which 83,696 shares were surrendered to the Company to pay for the aggregated exercise price of the options ($577,500) and 616,304 shares were issued. More details of the options are covered in “NOTE 11 – EQUITY”.

Thomas E. McChesney

On April 24, 2020, the Board of Directors appointed Mr. Thomas E. McChesney as a member of the Board of Directors of the Company. Mr. McChesney’s appointment was effective on April 27, 2020. The Board of Directors agreed to compensate Mr. McChesney $2,000 per month payable in arears and to grant Mr. McChesney options to purchase 100,000 shares of common stock (at $0.795 per share, expiring April 27, 2025) in connection with his appointment.

During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. McChesney were $18,000 and $18,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. McChesney. More details regarding the options are covered in “NOTE 11 – EQUITY”.

On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. McChesney to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in common stock shares under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan.

Murray G. Smith

On July 27, 2020, the Board of Directors appointed Mr. Murray G. Smith as a member of the Board of Directors of the Company. Mr. Smith’s appointment was effective on August 1, 2020. The Board of Directors agreed to compensate Mr. Smith $2,000 per month payable in arears and to grant Mr. Smith options to purchase 100,000 shares of common stock (at $2.670 per share, expiring August 1, 2025) in connection with his appointment.

During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Smith were $18,000 and $12,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. Smith. More details regarding the options are covered in “NOTE 11 – EQUITY”.

On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Smith to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in common stock shares issued under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan.

Aaron Richard Johnston

On August 13, 2020, the Board of Directors agreed to appoint Mr. Aaron Richard Johnston as a member of the Board of Directors of the Company subject to his acceptance. On August 23, 2020, the Company received Mr. Johnston’s acceptance letter. The effective date of appointment was August 23, 2020. The Board of Directors agreed to compensate Mr. Johnston $2,000 per month payable in arears and to grant Mr. Johnston options to purchase 100,000 shares of common stock (at $2.670 per share, expiring August 1, 2025) in connection with his appointment.

During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Johnston were $18,000 and $10,000, respectively. As of October 31, 2021 and January 31, 2021, the amount payable to Mr. Johnston was $2,000 and $0. More details regarding the options are covered in “NOTE 11 – EQUITY”.

On September 29, 2021, the Board of Directors agreed to increase the compensation of Mr. Johnston to $3,000 per month, commencing November 1, 2021 and to include an annual equity retainer of $25,000 in shares of common stock issued under the 2018 Equity Incentive Plan. The number of shares to be issued is to be determined by the average closing price for five business days following the release of the Company’s Annual Report Form 10-K. If the Director has served less than the previous 12 months, the distribution shall be prorated. All such shares will be issued pursuant to the Company’s 2018 Equity Compensation Plan.

Brett Goodman

On May 1, 2020, the Company entered into a consultant agreement with Brett Goodman, the son of the Company’s Chief Executive Officer, where Mr. Brett Goodman will provide consulting services assisting the Company with building a Peer-to-Peer gaming system. The consultant will be paid $3,000 per month.

During the nine months ended October 31, 2021 and twelve months ended January 31, 2021, total consulting fees paid to Mr. Brett Goodman were $30,000 and $27,000, respectively. As of October 31, 2021 and January 31, 2021, the Company had no amount payable to Mr. Brett Goodman.

On August 10, 2020, the Company entered into a Stock Purchase Agreement with Mr. Brett Goodman, and Jason Silver, who was then subject to a partnership agreement with Brett Goodman. Mr. Goodman and Mr. Silver had previously engaged a third-party company to develop a Peer-to-Peer betting application and the parties determined it was in the Company’s best interests to assume ownership of the Peer-to-Peer betting application development program, and to engage Mr. Goodman and Mr. Silver for management of the project. Pursuant to the agreement, we agreed to issue each of Mr. Goodman and Mr. Silver 2,000 shares of restricted common stock (4,000 shares in aggregate) (which shares were issued on March 24, 2021), and as a result, a $14,840 expense was recorded during the fiscal year ended January 31, 2021. Additionally, each of Mr. Goodman and Mr. Silver agreed to manage the project. We also agreed to reimburse Mr. Goodman and Mr. Silver for the costs of the project; however, there have been no expenses to date.

Marla Goodman

Marla Goodman is the wife of Anthony Brian Goodman, the Company’s Chief Executive Officer. Marla Goodman owns 50% of Articulate Pty Ltd. (discussed below).

Articulate Pty Ltd

(a) Back Office Services:

On April 1, 2016, the Company entered into a Back Office/Service Provider Agreement with Articulate Pty Ltd, which is wholly-owned by Anthony Brian Goodman, Chief Executive Officer of the Company and his wife Marla Goodman, for consulting services.

On June 30, 2021, the Back Office Services Agreement was cancelled. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, total Back Office Services fees paid to Articulate were $55,000 and $132,000, respectively. As of October 31, 2021 and January 31, 2021, the amount payable to Articulate for Back Office Services was $77,019 and $33,000, respectively.

(b) License Agreement:

On March 1, 2018, the Company entered into a License Agreement with Articulate, in which Articulate received a license from the Company to use the GM2 Asset technology, and would pay the Company a usage fee calculated as a certain percentage of the monthly content and software usage within the GM2 Asset system.

During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, revenues from Articulate were $1,525,091 and $2,248,877, respectively. As of October 31, 2021, and January 31, 2021, the amount receivable from Articulate was $1,306,896 and $656,805, respectively.

(c) Prepaid deposit paid to Skywind Services IOM Ltd (“Skywind”) by Articulate on behalf of Global Technology Pty Ltd (“GTG”):

Articulate had a prepaid deposit in favor of Skywind in the amount of $43,569 (35,928 EUR) as of February 18, 2021. Articulate allowed GTG to utilize the prepaid deposits in order that GTG be able to operate and utilize certain Progressive Jackpot games of Skywind. On February 18, 2021, the Company recorded an accounts payable of $43,569 to Articulate. On July 29, 2021, the Company paid an equivalent of $42,464 to Articulate to settle the accounts payable based on the exchange rate on the same date.

Mr. Omar Jimenez

On April 22, 2021, the Company entered into a Consulting Agreement with Omar Jimenez. The Consulting Agreement provides for Mr. Jimenez to be paid $12,500 per month (which may be increased from time to time with the mutual consent of Mr. Jimenez and the Company), to be granted options to purchase 50,000 shares of common stock (at $9.910 per share, expiring April 23, 2023), granted under the Company’s 2018 Equity Compensation Plan, of which options to purchase 25,000 shares vested on April 22, 2021, and options to purchase 25,000 shares vested on October 22, 2021. Mr. Jimenez may also receive discretionary bonuses from time to time in the discretion of the Board of Directors in cash, stock or options. During the nine months ended October 31, 2021, and twelve months ended January 31, 2021, total consulting fees paid to Mr. Jimenez were $78,750 and $0, respectively. As of October 31, 2021, and January 31, 2021, the amount payable to Mr. Jimenez was $0 and $0, respectively. More details regarding the options are covered in “NOTE 11 – EQUITY”.