PhoneX : Report for year ended 12/31/2021

Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines

PhoneX Holdings, Inc.

A Delaware Corporation

150 Executive Dr., Suite Q

Edgewood, NY 11717 [e-mail]

SIC Code: 7200

Annual Report

For the Period Ending: December 31, 2021

(The "Reporting Period")

As of March 31, 2022, the number of shares outstanding of our Common Stock was: 39,602,314

As of December 31, 2021, the number of shares outstanding of our Common Stock was 43,124,002

As of September 30, 2021, the number of shares outstanding of our Common Stock was: 43,934,311

As of June 30, 2021, the number of shares outstanding of our Common Stock was: 27,917,645

As of December 31, 2020, the number of shares outstanding of our Common Stock was 28,408,020

Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):

Yes:

No:(Double-click and select "Default Value" to check)Indicate by check mark whether the company's shell status has changed since the previous reporting period:Yes:

No:Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:Yes:

No:

1 "Change in Control" shall mean any events resulting in:

(i) Any "person" (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the "beneficial owner" (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company's then outstanding voting securities;

• (ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company's assets;

• (iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or

(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.

1)Name of the issuer and its predecessors (if any)

In answering this item, please also provide any names used by predecessor entities and the dates of the name changes.

uSell.com, Inc. Upstream Worldwide, Inc. Money4Gold Holding, Inc.

07/23/2012 to 5/06/2019 06/11/2010 to 07/22/2012 05/23/2008 to 06/10/2010

Effective Profitable Software, Inc. 05/10/2005 to 05/22/2008

Modena 2, Inc.

11/18/2003 to 05/09/2005

Date and state (or jurisdiction) of incorporation (also describe any changes to incorporation since inception, if applicable) Please also include the issuer's current standing in its state of incorporation (e.g. active, default, inactive):

Incorporated on November 18, 2003 in the state of Delaware. No changes to incorporation since inception. Incorporation is active.

Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception: - N/A

List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months: - N/A

The address(es) of the issuers principal executive office:

150 Executive Dr., Suite Q

Edgewood, NY 11717

The address(es) of the issuer's principal place of business:

Check box if principal executive office and principal place of business are the same address: ☒

Has the issuer or any of its predecessors ever been in bankruptcy, receivership, or any similar proceeding in the past five years?

Yes:No:

If the issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:

N/A

2)Security Information

Trading symbol:

Exact title and class of securities outstanding: CUSIP:

Par or stated value:

PXHI

Common Shares 71922R106 $0.0001 per value per share

Total shares authorized: Total shares outstanding:

Number of shares in the Public Float2: Total number of shareholders of record:

Additional class of securities (if any): N/A

60,000,000 shares of common as of date: 3/31/2022 39,602,314 shares of common as of date: 3/31/2022 27,526,800 as of date: 3/31/2022 125 as of date: 3/31/2022

2 "Public Float" shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a "control person"), or any affiliates thereof, or any immediate family members of officers, directors and control persons.

Transfer Agent

Name:	Equity Stock Transfer, LLC
Phone:	[phone]
Address:	237 W 37th Ave, Suite 602
New York, NY 10018
Email:	[e-mail]

Is the Transfer Agent registered under the Exchange Act?3 Yes:No:

3)Issuance History

The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer's securities in the past two completed fiscal years and any subsequent interim period.

Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares or any other securities or options to acquire such securities issued for services. Using the tabular format below, please describe these events.

A. Changes to the Number of Outstanding Shares

Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods:

Shares Outstanding as of Second Most Recent Fiscal Year End:

Opening Balance

*Right-click the rows below and select "Insert" to add rows as needed.

Date 01/01/2020

Common: 29,464,686 Preferred: 0

Date of TransactionTransaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)Class of SecuritiesValue of shares issued ($/per share) at IssuanceWere the shares issued at a discount to market price at the time of issuance ? (Yes/No)Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion) OR Nature of Services Provided (if applicable)Rest ricte d or Unre stric ted as of this filin g?

Exemption or Registration Type?

7/31/2020

Stock Purchase

4/27/2021

Stock Purchase

(1,056,666) Comm on

R

(312,106)

R

05/14/2021

Stock Purchase

(178,269)Comm on

$0.50

NoSee belowStock Repurchase Plan

R

08/12/2021

New Issuance

16,016,666

R

10/29/2021

Stock Purchase

(108,333)

R

3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.

11/22/2021

New Issuance

33,336

R

12/01/2021

New Issuance

4,166

R

12/15/2021

New Issuance

40,000

Comm on

$0.90

NoSee belowDirector stock compensationR

12/03/2021

Stock Purchase

(166,172)Comm on

$0.90

NoSee belowStock Repurchase Plan

12/26/2021

Stock Purchase

(13,306)Comm on

$0.78

NoSee belowStock Repurchase Plan

12/27/2021

Stock Purchase

(600,000)Comm on

$0.925

NoSee belowStock Repurchase Plan

01/15/2022

Stock Purchase

(3,330,427) Comm on

01/2022

Stock Purchase

(7,602)

02/10/2022

Stock Purchase

(168,659)

02/2022

Stock Purchase

(5,200)

Comm on

$0.85

NoSee belowStock Repurchase Plan

03/2022

Stock Purchase

(9,800)

Shares Outstanding on Date of This Report:

Ending Balance EndingBalance:

Date 3/31/2022

Common: 39,602,314

Preferred: 0

Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended September 30, 2018, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2016 through September 30, 2018 pursuant to the tabular format above.

Use the space below to provide any additional details, including footnotes to the table above:

The Issuance Report reflects names, dates, number of shares, the value and what is restricted. All issuances were new issuances of common stock and were exempt from registration under Section 4(a)(2) and Rule 506 thereunder. The reasons for issuance are as follows:

• • On July 31, 2020, the Company purchased 1,056,666 shares for a purchase price of $126,800 pursuant to its stock repurchase program

• • On April 27, 2021, the Company purchased 312,106 shares for a purchase price of $163,856 pursuant to its stock repurchase program

• • On May 14, 2021, the Company purchased 178,269 shares for a purchase price of $89,134 pursuant to its stock repurchase program

• • In June 2021, holders of $4,805,000 of the outstanding convertible promissory notes issued by the Company converted the notes into 16,016,666 shares of common stock at a conversion price of $0.30 per share, which was

the fixed conversion price on November 20, 2018 when the convertible notes were issued. These shares were issued on August 12, 2021 following the increase in the Company's authorized common stock as follows:

Holder	Control Person	Note Amount Converted	Shares Issued
Amitabh Jhawar	$180,000	600,000
Ballista Holdings, LLC	Jan Carlsson	$500,000	1,666,667
Colin Zima	$75,000	250,000
Gerald Unterman	$1,000,000	3,333,333
Matthew Miller	$25,000	83,333
Paul Cusenza	$25,000	83,333
Piton Capital Partners LLC	Rob Averick	$1,800,000	6,000,000
Sunder Raman	$1,200,000	4,000,000

• • On October 29, 2021, the Company purchased 108,333 shares for a purchase price of $97,499.70 pursuant to its stock repurchase program

• • In November 2021, the Company issued 33,336 shares to an employee as part of its employee stock plan

• • In December 2021, the Company issued 4,166 shares to an employee as part of its employee stock plan

• • In December 2021, the Company issued 40,000 shares to a director

• • In December 2021, the Company purchased 779,478 shares for a purchase price $715,398 pursuant to its stock repurchase program.

• • In January 2022, the Company purchased 3,330,427 shares for a purchase price of $3,080,645 pursuant to board approved transaction with a major shareholder

• • In January 2022, the Company purchased 7,602 shares for a purchase price of $6,613 pursuant to its stock repurchase program

• • In February 2022, the Company purchased 173,859 shares for a purchase price of $159,571 pursuant to its stock repurchase program

• • In March 2022, the Company purchased 9,800 shares for a purchase price of $6,979 pursuant to its stock repurchase program

B. Debt Securities, Including Promissory and Convertible Notes

Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer's equity securities.

Check this box if there are no outstanding promissory, convertible notes or debt arrangements:

Date of Note Issuance	Outstanding Balance ($)	Principal Amount at Issuance ($)	Interest Accrued ($)	Maturity Date	Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)	Name of Noteholder	Reason for Issuance (e.g. Loan, Services, etc.)