The following discussion and analysis of our financial condition and results of
operations should be read in conjunction with "Financial Statements and
Supplementary Data" and our consolidated financial statements, related notes,
and other financial information appearing in this Annual Report. In addition to
historical consolidated financial information, the following discussion contains
forward-looking statements that reflect our plans, estimates, and beliefs that
involve significant risks and uncertainties. Our actual results could differ
materially from those discussed in the forward-looking statements. Factors that
could cause or contribute to these differences include those discussed below and
elsewhere in this Annual Report, particularly in "Risk Factors" and
"Forward-Looking Statements."
Overview
The Company, through its two wholly owned operating subsidiaries, NuAxess and
PR345 n/k/a OpenAxess, Inc., business, is engaged in providing a full spectrum
of benefit and insurance related staffing and business consulting services,
principally to smaller and mid-sized employers, offering innovative means of
providing their employees with multiple levels of employee benefits including
major medical health insurance, as well as providing other financial and
business consulting services. The Company has entered into third-party
agreements with select strategic partners to provide comprehensive programs
administered through its vendor relationship agreements. The Company offers
programs that include innovative and affordable major medical health insurance
plans and other employee benefit products and services. The NuAxess Smart
Healthcare Plan is a proprietary health plan that is an ERISA-qualified,
self-insured plan, that includes wellness and prevention programs, among other
features. Our primary markets are small and mid-size group employers, sometimes
referred to as the 'gig' economy.
Material Developments During Fiscal 2021
Results of Operations
Comparison of the fiscal year ended September 30, 2021 to the fiscal year ended
September 30, 20120
Revenue
During the year ended September 30, 2021 the Company received $39,863,450 in
revenue principally from staffing and business consulting services and we
incurred $38,461,445 in expense directly related to this revenue compared to
$17,378,502 in revenue and $17,254,140 during the year ended September 30, 2020.
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Expenses
Operating expenses for the fiscal year ended September 30, 2021 were $4,788,851
compared to $ 2,567,960 for the same period of the prior year, representing an
increase of 83%, due principally to an increase in officers fees, payroll
expense and research and development. The main components of general and
administrative expenses in fiscal 2021 consisted of approximately $1,178,144 in
consulting fees, $86,332 in office expense$42,176 in stock transfer fees and
approximately $135,420 in commission fees. The professional fees were $272,816.
During the prior year, the main components of general and administrative
expenses consisted of approximately $1,175,522 in consulting fees, $45,765 in
stock transfer fees and approximately $50,487 in commission fees.
Working Capital
The Company's net loss for the years ended September 30, 2021 and September 30,
2020 were $10,843,658 and $8,255,367, respectively. The $2,588,291 increase in
net loss for fiscal year 2021, as compared to fiscal year 2020, is due primarily
to an increase in non-cash gains and losses related to new convertible debt
financings and also to an increase in general and administrative and payroll
expenses as a result of the change in business focus and the implementation of
our new business plan.
During the fiscal year ended September 30, 2021, our principal sources of
liquidity included cash received from convertible notes payable, notes payable,
and sales of preferred stock. During the fiscal year ended September 30, 2020
our principal source of liquidity included cash received from convertible notes
payable, notes payable and assignment of receivables. We intend to use new
capital in the form of new equity or debt to further advance objectives.
Net cash used by operating activities totaled $3,521,708 and $1,087,108 for the
years ending September 30, 2021 and 2020, respectively. The change between 2021
and 2020 is primarily due to an increase in non-cash losses on extinguishment of
debt and issuance of common stock, offset by a gain on revaluation of derivative
liabilities.
Net cash used by investing activities totaled $95,718 and $0 for the years
ending September 30, 2021 and 2020, respectively. The change between 2021 and
2020 is primarily attributed to option trading in 2021 that did not occur in
2020 and a short-term loan in 2021.
Net cash provided by financing activities totaled $3,308,726 and $1,536,282 for
the years ending September 30, 2021 and 2020, respectively. The change between
2021 and 2020 is primarily attributed to an increase in proceeds from notes
payable in 2021, as compared to 2020. The cash decreased to $155,328 at
September 30, 2021 from $463,874 at September 30, 2020.
As reflected in our accompanying financial statements, other than approximately
$3,823,658 received from the issuance of notes payable and convertible notes
during the fiscal year ended September 30, 2021, we have negative working
capital, and an accumulated deficit of $27,753,783 and $16,910,125 for the years
ending September 30, 2021 and September 30, 2020, respectively. Notwithstanding
our belief that we will be able to continue to raise capital through the
issuance of equity and, to a reduced level if at all, convertible notes. The
Company believes that it will be able to raise the requisite amount of equity
capital at terms and condition acceptable to the Company, of which there can be
no assurance, these factors indicate that we may be unable to continue in
existence in the absence of receiving additional funding.
In addition to our operating expenses which average approximately $392,000 per
month, management's plans for the next twelve months include approximately $4
million of cash expenditures for development and expansion of our health
insurance and employee benefits business operations. While there can be no
assurance, the Company believes that it will be able to generate sufficient
capital from operations, equity and/or debt financing to fully-implement its
business plan of offering principally to smaller and mid-sized employers a full
spectrum of employee benefit and insurance services enabling employers to offer
a variety of plans providing their employees with multiple levels of benefits
including major medical health insurance, as well as providing financial and
business consulting services.
Dividend Policy
We have never declared or paid, and do not anticipate declaring or paying, any
cash dividends on any of our capital stock. We do not anticipate paying any
dividends in the foreseeable future, and we currently intend to retain all
available funds and any future earnings for use in the operation of our business
and to finance the growth and development of our business. Future determinations
as to the declaration and payment of dividends, if any, will be at the
discretion of our board of directors and will depend on then-existing
conditions, including our operating results, financial condition, contractual
restrictions, capital requirements, business prospects and other factors our
board of directors may deem relevant. Our loan agreements limit our ability to
pay dividends or make other distributions or payments on account of our common
stock, in each case subject to certain exceptions.
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Off-Balance Sheet Arrangements
The Company has not undertaken any off-balance sheet transactions or
arrangements.
Recent Accounting Pronouncements
Recent accounting pronouncements which may affect the Company are described in
Note 2 - Summary of Significant Accounting Policies, subsection "New Accounting
Requirements and Disclosures" in the annual financial statements below.
Limitations on Liability and Indemnification Matters
We intend to amend our Bylaws to contain provisions that limit the liability of
our current and former directors for monetary damages to the fullest extent
permitted by Idaho law. Any limitation of liability pursuant to Idaho law does
not apply to liabilities arising under federal securities laws and does not
affect the availability of equitable remedies such as injunctive relief or
rescission.
Our amended Bylaws will further authorize us to indemnify our directors,
officers, employees, and other agents to the fullest extent permitted by Idaho
law. We intend our amended bylaws also to provide that, on satisfaction of
certain conditions, we will advance expenses incurred by a director or officer
in advance of the final disposition of any action or proceeding, and permit us
to secure insurance on behalf of any officer, director, employee, or other agent
for any liability arising out of his or her actions in that capacity regardless
of whether we would otherwise be permitted to indemnify him or her under the
provisions of Idaho law. We expect to enter into agreements to indemnify our
directors, executive officers, and other employees as determined by the board of
directors. With certain exceptions, these agreements will provide for
indemnification for related expenses including attorneys' fees, judgments,
fines, and settlement amounts incurred by any of these individuals in any action
or proceeding. We believe that these amended bylaw provisions and
indemnification agreements are necessary to attract and retain qualified persons
as directors and officers.
The intended limitation of liability and indemnification provisions in our
amended Bylaws may discourage stockholders from bringing a lawsuit against our
directors for breach of their fiduciary duty. They may also reduce the
likelihood of derivative litigation against our directors and officers, even
though an action, if successful, might benefit us and other stockholders.
Further, a stockholder's investment may be adversely affected to the extent that
we pay the costs of settlement and damage awards against directors and officers
as required by these indemnification provisions.
Insofar as indemnification for liabilities arising under the Securities Act may
be permitted for directors, executive officers, or persons controlling us, we
have been informed that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the Securities Act and is therefore
unenforceable.
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