Exxe : Attorney Letter for Annual Report 3/31/22

ATTORNEYS AT LAW

	Michael J. FitzGerald*
	Eoin L. Kreditor*
	Lynne Bolduc
	Robert C. Risbrough
	George Vausher, LLM, CPA‡
	David M. Lawrence
	Robert M. Yoakum
	Sherilyn Learned O'Dell
July 26, 2022	Charles C. McKenna
David R. Hunt
	Natalie F. Foti
	Brook John Changala
	Josephine Rachelle Aranda
	Pfrancez C. Quijano
	William Allen Miller
	Bill Sembel
	Sam Sayed
OTC Markets Group Inc.	John M. Marston†
Deborah M. Rosenthal†
304 Hudson Street, 3rd Floor	Maria M. Rullo†
New York, NY 10013

This law firm has been retained as securities counsel to EXXE Group, Inc., a Delaware corporation, with its principal office in New York, New York (the "Issuer"), which issues securities quoted on the OTC Pink Sheets (the "Securities"). As counsel to the Issuer, we have been requested to provide a letter with respect to the information publicly disclosed by the Issuer and published through the OTC Disclosure & News Service. Specifically, we have been asked to determine whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Securities Act of 1933 (the "Act").

I am a U.S. resident and I am licensed to practice law in the State of California. This opinion is limited to the laws of the United States of America. I am permitted to practice before the Securities and Exchange Commission ("SEC") and have not, at any time, been prohibited from practice thereunder. I do not beneficially own any shares of the Issuer's securities and there is no agreement between me and the Issuer to receive in the future, shares of the Issuer's stock, in payment for services.

I am not currently, nor have I been in the past five years, been suspended or barred from practicing in any state or jurisdiction and have not been charged in a civil or criminal case.

I have examined the corporate records and other documents and such questions of law as I considered necessary or appropriate for purposes of rendering the letter. The documents (the "Information") that I have reviewed include, but are not limited to:

1. The Issuer's Annual Report for the period ending March 31, 2022 and published on the OTC Markets website on June 30, 2022; and
2. The Issuer's financial statements (the Balance Sheet, Statement of Operations, Statement of Changes in Equity, Statement of Cash Flows and Notes to the Financial Statements) for the year ending March 31, 2022 and March 31, 2021 published on the OTC Markets website on June 30, 2022.

2 Park Plaza, Suite 850 ˖ Irvine, California 92614 | 800 West Sixth Street, Suite 1500 ˖ Los Angeles, California 90017

Telephone: [phone]˖ Facsimile: 949-788-8980˖ www.fkbrlegal.com

*Professional Corporation ˖ †Of Counsel ˖ ‡Certified Specialist in Estate Planning, Trust & Probate Law, and in Taxation Law, State Bar of California

July 26, 2022

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In examining the Information, I have assumed that:

1. All statements and representations contained therein were accurate and truthful;
2. All signatures contained therein were genuine;
3. All documents submitted to me as originals were true and completed;
4. All copies submitted to me were true and accurate copies; and
5. All natural persons who signed documents had the legal capacity to do so.

I have also relied upon certain matters of fact contained in public information, disseminated by public officials and obtained from officers of the Issuer. After reasonable investigation, I believe these sources for such information to be reliable and truthful.

The Issuer posted its Annual Report for the year ending March 31, 2022 to the OTC Disclosure

• News Service on June 30, 2022, along with all required exhibits and financial statements for the periods in question (collectively, "Information"). I have reviewed the Information published by the Issuer on the OTC Disclosure & News Service and, after reasonable investigation, it is my opinion that the Information constitutes "adequate current public information" concerning the Issuer's securities and "is available" within the meaning of Rule 144(c)(2) under the Act. It is my further opinion that the Information includes all of the information that a broker-dealer would be required to obtain for the Issuer's securities under Rule 15c2-11 of the Securities Exchange Act of 1934. It is my opinion that such Information complies as to form with the OTC Markets Group's Guidelines Pink Basic Disclosure Guidelines, which are located on the internet at www.otcmarkets.com. Finally, the Information has been posted through the OTC Disclosure & News Service.

The person responsible for the preparation of the unaudited financial statements contained in the Information was Eduard Nazmiev, the Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors of the Company. The Issuer's transfer agent is Action Stock Transfer, which is registered with the SEC. I relied upon information provided by the transfer agent and Boris Matsokhin, the Company's Chief Administrative Officer, and other officers and agents of the Issuer to confirm the number of outstanding shares set forth in the Information.

I have met personally with Boris Matsokhin, and I met via video conference all of the Directors and Eduard Nazmiev with whom I discussed the Information, as published by the Issuer through the OTC Disclosure & News Service. To the best of my knowledge, after inquiry of management and the Directors of the Issuer, neither the Issuer of the Securities, any 5% holder of such securities, nor counsel is currently under investigation by any federal or state regulatory authority for any violation of federal or states securities laws.

OTC Markets Group is entitled to rely upon this letter in determining whether the Issuer has made adequate current information publicly available within the meaning of Rule 144(c)(2) under the Act. No person other than OTC Markets Group is entitled to rely on the information in this letter.

July 26, 2022

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No person other than OTC Markets Group is entitled to rely upon this letter and I hereby grant OTC Markets Group full and complete permission and rights to publish the letter through the OTC Disclosure & News Service for viewing by the public and regulators.

Very truly yours,

FitzGerald Kreditor Bolduc Risbrough LLP

Lynne Bolduc, Esq.

1. Dr. Eduard Nazmiev, PhD,
   Chief Executive Officer of EXXE Group, Inc.