Exhibit 99.3

BOWMO,  INC.

FINANCIAL STATEMENTS

THREE MONTHS ENDED MARCH 31, 2022 AND 2021

Bowmo, INC.

INDEX TO FINANCIAL STATEMENTS

TABLE OF CONTENTS

Condensed Balance Sheets as of March 31, 2022 and December 31, 2021 (unaudited)	F-2
Condensed Statements of Operations for the three months ended March 31, 2022 and 2021 (unaudited)	F-3
Condensed Statements of Stockholders’ Deficit for the three months ended March 31, 2022 and 2021 (unaudited)	F-4
Condensed Statements of Cash Flows for the three months ended March 31, 2022 and 2021 (unaudited)	F-5
Notes to Unaudited Condensed Financial Statements	F-6

F-1

BOWMO, INC.

CONDENSED Balance SheetS

mARCH 31, 2022 AND DECEMBER 31, 2021

	March 31,			December 31,
	2022			2021
	(unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$	255,027		$	385
Accounts receivable		39,750			37,638
Total Current Assets		294,777			38,023
TOTAL ASSETS	$	294,777		$	38,023
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities
Accounts payable	$	65,853		$	65,853
Accrued expenses		23,899			18,888
Accrued compensation		604,662			556,394
Deferred revenue		-			3,108
Current portion of notes payable		84,681			84,681
Derivative liability		112,537			110,992
Total Current Liabilities		891,632			839,916
Long-Term Liabilities
Notes payable, net of current portion		309,501			40,401
TOTAL LIABILITIES		1,201,133			880,317
Commitments and Contingencies
Stockholders’ Deficit
Preferred stock - Par Value $.001 - Authorized 10,000,000 Shares:
Series AA -  652,259 Shares issued and outstanding		652			652
Super Preferred - 500 Shares issued and outstanding as of March 31, 2022 and December 31, 2021		1			1
Common Stock - Par Value $.001 - 20,000,000 Shares Authorized, 18,150,000 Shares Issued and Outstanding as of March 31, 2022 and December 31, 2021		18,150			18,150
Additional Paid-In Capital		3,802,391			3,802,391
Accumulated Deficit		(4,727,550	)		(4,663,488	)
TOTAL STOCKHOLDERS’ DEFICIT		(906,356	)		(842,294	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT	$	294,777		$	38,023

The accompanying notes are an integral part of these financial statements

F-2

BOWMO, INC.

CONDENSED STATEMENTS OF OPERATIONS

THREE MONTHS ended MARCH 31, 2022 AND 2021

(Unaudited)

	March 31,			March 31,
	2022			2021
REVENUES
Revenues	$	88,667		$	-
Cost of Revenues		27,579			-
Gross profit (deficit)		61,088			-
Operating Expenses
Compensation expense		102,268			102,268
Professional fees		10,000			-
General and administrative		6,327			407
Total Operating Expenses		118,595			102,675
Loss from Operations		(57,507	)		(102,675	)
Other Income (Expense)
Interest expense		(5,010	)		(35,550	)
Change in fair value of derivative liability		(1,545	)		1,070
Other income
Total Other Income (Expense), Net		(6,555	)		(34,480	)
Net loss	$	(64,062	)	$	(137,155	)
Weighted average common shares outstanding:
Basic and Diluted		18,150,000			18,150,000
Earnings (Loss) per common share:
Basic and Diluted		$(-)		$	(0.01	)

The accompanying notes are an integral part of these financial statements

F-3

BOWMO, INC.

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

THREE MONTHS ended MARCH 31, 2022 AND 2021

(Unaudited)

	Preferred Stock								Common Stock				Additional					Total
	Series AA				Super Preferred								Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
BALANCE AT December 31, 2021		652,259	$	652		500	$	1		18,150,000	$	18,150	$	3,802,391	$	(4,663,488	)	$	(842,294	)
Stock-based compensation		-		-		-		-		-		-		-		-			-
Non-cash issuance of preferred shares		-		-		-		-		-		-		-		-			-
Net loss		-		-		-		-		-		-		-		(64,062	)		(64,062	)
BALANCE AT March 31, 2022		652,259	$	652		500	$	1		18,150,000	$	18,150	$	3,802,391	$	(4,727,550	)	$	(906,356	)

	Preferred Stock								Common Stock				Additional					Total
	Series AA				Super Preferred								Paid-in		Accumulated			Stockholders'
	Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			Deficit
BALANCE AT December 31, 2020		652,259	$	652		-	$	-		18,150,000	$	18,150	$	3,802,342	$	(4,397,571	)	$	(576,427	)
Stock-based compensation		-		-		-		-		-		-		-		-			-
Non-cash issuance of preferred shares		-		-		-		-		-		-		-		-			-
Net loss		-		-		-		-		-		-		-		(137,155	)		(137,155	)
BALANCE AT March 31, 2021		652,259	$	652		-	$	-		18,150,000	$	18,150	$	3,802,342	$	(4,534,726	)	$	(713,582	)

The accompanying notes are an integral part of these condensed unaudited financial statements

F-4

BOWMO, INC.

CONDENSED STATEMENTS OF CASH FLOWS

THREE MONTHS ended MARCH 31, 2022 AND 2021

(Unaudited)

	March 31,			March 31,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(64,062	)	$	(137,155	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Change in fair value of derivative liability		1,545			(1,070	)
Amortization of debt discount		-			21,170
Changes in operating assets and liabilities:
Accounts receivable		(2,112	)		-
Accounts payable		-			-
Accrued expenses		5,011			14,676
Accrued compensation		48,268			102,268
Deferred revenue		(3,108	)		-
NET CASH USED IN OPERATING ACTIVITIES		(14,458	)		(111	)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from notes payable		269,100			-
NET CASH PROVIDED BY FINANCING ACTIVITIES		269,100			-
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		254,642			(111	)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD		385			111
CASH AND CASH EQUIVALENTS - END OF PERIOD	$	255,027		$	-
Supplemental Disclosure of Cash and Non-cash Transactions:
Cash paid for interest	$	-		$	-
Non-cash issuance of shares	$	-		$	-

The accompanying notes are an integral part of these condensed unaudited financial statements

F-5

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Note 1 – Nature of Business, Basis of Presentation, and Liquidity

Nature of Operations – Bowmo, Inc. (“the Company”) offers recruiting software and services with the use of its AI-driven platform to connect potential candidates to employers. The Company was incorporated as a Delaware corporation in 2016.

Basis of presentation – The unaudited condensed financial statements of the Company were prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

Note 2 – Summary of Significant Accounting Policies

Use of Estimates – The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates or 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 revenue and expenses during the reporting periods. Actual results could vary from those estimates.

Cash and cash equivalents – The Company considers cash to consist of cash on hand and temporary investments having an original maturity of 90 days or less that are readily convertible into cash.

Accounts receivable – Accounts receivable include amounts due from customers.  The amounts as of March 31, 2022 and December 31, 2021 are certain to be collected and no amount has been accrued for doubtful accounts based on specific reviews performed by management. 

Derivative Instruments - The Company’s derivative financial instruments consist of derivatives with the sale of a convertible note in 2020. The accounting treatment of derivative financial instruments requires that the Company records the derivatives at their fair values as of the inception date of the debt agreements and at fair value as of each subsequent balance sheet date. The carrying value assigned to the host instrument will be the difference between the previous carrying value of the host instrument and the fair value of the derivatives. There is no immediate gain/loss from the initial recognition and measurement if the embedded derivative is accounted for separately from its host contract. There is an offsetting debt discount or premium as a result of the fair value assigned to the derivatives, as well as any debt issuance costs, which are amortized under the straight-line method over the term of the loan. Any change in fair value is recorded as non-operating, non-cash income or expense at each balance sheet date. If the fair value of the derivatives was higher at the subsequent balance sheet date, the Company recorded a non-operating, non-cash charge. If the fair value of the derivatives was lower at the subsequent balance sheet date, the Company recorded non-operating, non-cash income.

Deferred Revenue – The Company’s deferred revenue consists of advance customer payments. Deferred revenue results from transactions in which the Company has been paid for services by customers, but for which all revenue recognition criteria have not yet been met. Once all revenue recognition criteria have been met, the deferred revenues are recognized.

Deferred revenue as of March 31, 2022 and December 31, 2021 is summarized as follows:

	March 31, 2022		December 31, 2021
Recruiting as a service		-		3,108
Total deferred revenue	$	-	$	3.108

Revenue Recognition – The Company recognizes revenue in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 606, “Revenue from Contracts with Customers” (“ASC 606”). Revenues are recognized when control is transferred to customers in amounts that reflect the consideration the Company expects to be entitled to receive in exchange for those goods. Revenue recognition is evaluated through the following five steps: (1) identification of the contract, or contracts, with a customer; (2) identification of the performance obligations in the contract; (3) determination of the transaction price; (4) allocation of the transaction price to the performance obligations in the contract; and (5) recognition of revenue when or as a performance obligation is satisfied.

F-6

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

The Company generates revenue from the following activities:

Software as a Service (“SaaS”): 

The Company offers a subscription to its web-based software (“Application”)  that assists employers find potential candidates for open positions. The Application automates the hiring processes with its while providing content, resources, and tools, such as video interviewing and cultural and technical assessments so that the Company’s customers can vet their candidates.

SaaS revenues are recognized over the term of the subscription for access to the Company’s Application. Revenue is recognized monthly over the subscription term. Any payments received prior to the time passing to provide the subscription services are recorded as deferred revenue on the balance sheets.

Recruiting as a Service (“RaaS”): 

RaaS allows the Company’s customers to outsource the management of their recruiting process allowing the Company to use the Application to assist its customers hiring needs by strategically gearing the service to reach the customer’s objectives. Revenue from RaaS consists of monthly billing to the customer for services provided.

RaaS revenue is billed to the Company’s customers monthly. Revenues are recognized on a gross basis when each monthly subscription service is completed.

Direct Placement: 

The Company generates direct placement revenue by earning one-time fees for each time an employer hires one of the candidates that the Company refers. The Company sources qualified candidate referrals for the employers’ available jobs through the use of the Company’s Application. Upon the employer hiring one or more of the Company’s candidate referrals, the Company earns the direct placement fee, which consists of an amount agreed upon between the Company and its customers. The fee is a percentage of the referred candidates’ first year’s base salary.

Direct placement revenues are recognized on a gross basis on the date of hire of the candidate placed with an employer, as it is more than probable that a significant revenue reversal will not occur. This fee is only charged to the employer. Any payments received prior to the hire date are recorded as deferred revenue on the unaudited condensed balance sheets. Payments for recruitment services are typically due within 30 days of completion of services.

Direct placement revenue is subject to a 90-180 day guarantee that the candidate will not resign or be terminated in that time period. The Company uses historical evidence as well as additional factors to determine and estimate the amount of consideration received that the Company does not expect to be entitled to. For any amounts received for which the Company does not expect to be entitled, it would not recognize revenue when the candidate is hired but would recognize those amounts received as a refund liability. The Company included in the transaction price the estimated amount of variable consideration per the expected value method. A refund liability would be credited for the difference between cash consideration received and variable consideration recognized. The refund liability would be updated at the end of each reporting period for any changes in circumstances. As of March 31, 2022 and December 31, 2021, there was no refund liability on the unaudited condensed balance sheets as historically no direct placement revenue has been refunded to the Company.

F-7

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Revenue Disaggregation

For the three months ended March 31, 2022 and 2021, revenues can be categorized into the following:

	March 31, 2022		March 31, 2021
Direct placement	$	39,750	$	-
Recruiting as a Service		48,917		-
Total revenues	$	88,667	$	-

Cost of Revenues – Cost of revenue consist of employee costs, third party staffing costs, hosting service fees, and other fees, outsourced recruiter fees and commissions.

Concentrations of credit risk – Financial instruments which potentially subject the Company to credit risks consist primarily of cash and cash equivalents, and accounts receivable. Cash and cash equivalents are held in United States financial institutions. At times such amounts may exceed federally insured limits.

As of March 31, 2022, two customers accounted for more than 10% of accounts receivable, at 51% and 49%, for a total of 100%. As of December 31, 2021, two customers accounted for more than 10% of accounts receivable, at 80% and 19%, for a total of 99%.

During the three months ended March 31, 2022, four customers accounted for more than 10% of revenue, at 45%, 23%, 17% and 15%, for a total of 100%. During the three months ended March 31, 2021, no customers accounted for more than 10% of revenue.

Fair Value of Financial Instruments and Fair Value Measurements - The Company measures and discloses the fair value of assets and liabilities required to be carried at fair value in accordance with ASC 820, Fair Value Measurements and Disclosures. ASC 820 defines fair value, establishes a hierarchical framework for measuring fair value, and enhances fair value measurement disclosure.

ASC 825 defines fair value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required or permitted to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact and considers assumptions that market participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance. ASC 825 establishes a fair value hierarchy that requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 825 establishes three levels of inputs that may be used to measure fair value:

Level 1 - Quoted prices for identical assets or liabilities in active markets to which we have access at the measurement date.

Level 2 - Inputs other than quoted prices within Level 1 that are observable for the asset or liability, either directly or indirectly.

Level 3 - Unobservable inputs for the asset or liability.

F-8

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

The determination of where assets and liabilities fall within this hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The Company’s derivative liability is measured at fair value. The Company’s derivative instruments are valued using Level 3 fair value inputs. The Company does not have any other financial instruments which require re-measurement to fair value. The carrying values of cash and cash equivalents, accounts receivable, accounts payable and accrued expenses, and loans payable represent fair value based upon their short-term nature.

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of March 31, 2022 and December 31, 2021, respectively:

	Fair Value at March 31,		Fair Value Measurement Using
	2022		Level 1		Level 2		Level 3
Derivative liability	$	112,537	$	-	$	-	$	112,537

	Fair Value at December 31,		Fair Value Measurement Using
	2021		Level 1		Level 2		Level 3
Derivative liability	$	110,992	$	-	$	-	$	110,992

The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the three months ended March 31, 2022 and 2021:

	Three Months Ended March 31,
	2022		2021
Balance at January 1	$	110,992	$	93,172
(Gain) loss on change in fair value of derivative liability		1,545		(1,070	)
Balance, December 31	$	112,537	$	92,102

Income Taxes – The unaudited condensed financial statements have been prepared in conformity with FASB Accounting Standards Codification 740 (“ASC 740”), Income Taxes.  In accordance with ASC 740, deferred taxes are provided based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities.  Deferred taxes are measured using the enacted tax rates expected to be applied when temporary differences are settled or realized. 

The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component of income tax expense (benefit). The Company did not recognize any interest or penalties during the three months ended March 31, 2022 and 2021, nor did it have any interest or penalties accrued as of March 31, 2022 and December 31, 2021.

F-9

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Equity-based compensation – We account for our stock-based compensation under ASC 718 “Compensation - Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the shorter of the service period or the vesting period of the stock-based compensation. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. The Company estimates the fair value of each stock option at the grant date by using the Black-Scholes option pricing model. Determining the fair value of stock-based compensation at the grant date under this model requires judgment, including estimating volatility, employee stock option exercise behaviors and forfeiture rates. The assumptions used in calculating the fair value of stock-based compensation represent the Company’s best estimates, but these estimates involve inherent uncertainties and the application of management judgment.

As the Company’s units do not trade on an active market, the value of the options is estimated on the value of common stock at the time of grants, which is determined using an independent appraisal.

Recent Accounting Pronouncements

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments—Credit Losses (“ASU 2016-13”), which requires the measurement of expected credit losses for financial instruments carried at amortized cost, such as accounts receivable, held at the reporting date based on historical experience, current conditions and reasonable forecasts. The main objective of this ASU is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. In November 2018, the FASB issued ASU No. 2018-19, Codification Improvements to Topic 326, Financing Instruments—Credit Losses. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. On November 15, 2019, the FASB delayed the effective date of FASB ASC Topic 326 for certain small public companies and other private companies. As amended, the effective date of ASC Topic 326 was delayed until fiscal years beginning after December 15, 2022 for SEC filers that are eligible to be smaller reporting companies under the SEC’s definition. The Company does not currently believe the adoption of this standard will have a significant impact on its unaudited condensed financial statements, given its history of minimal bad debt expense relating to trade accounts receivable.

In October 2021, the FASB issued ASU 2021-07—Compensation—Stock Compensation (“ASU 2021-07”): Determining the Current Price of an Underlying Share for Equity-Classified Share-Based Awards. The measurement objective in ASU 2021-07 for share-based awards is fair value based, and the current price input is measured at fair value. This input is used in determining an award’s fair value. The practical expedient in this Update allows a non-public entity to determine the current price of a share underlying an equity classified share-based award using the reasonable application of a reasonable valuation method. The practical expedient in this Update is effective prospectively for all qualifying awards granted or modified during fiscal years beginning after December 15, 2021, and interim periods within fiscal years beginning after December 15, 2022. Early application, including application in an interim period, is permitted for financial statements that have not yet been issued or made available for issuance as of October 25, 2021. The Company is currently evaluating the impact of adopting this guidance.

Except as noted above, the guidance issued by the FASB during the current year is not expected to have a material effect on the Company’s unaudited condensed financial statements. A variety of proposed or otherwise potential accounting standards are currently under consideration by standard setting organizations and regulatory agencies. Because of the tentative and preliminary nature of such proposed standards, management has not yet determined the effect if any that the implementation of such proposed standards would have on the Company’s unaudited condensed financial statements.

F-10

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Earnings (Loss) per Share

Basic net loss per share is calculated using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is calculated by dividing earnings (loss) by the weighted number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Accordingly, the outstanding Series Preferred Stock is considered anti-dilutive in which 652,759 were issued and outstanding at March 31, 2022 and 2021, respectively. The outstanding stock options are considered anti-dilutive in which 471,357 were issued and outstanding at March 31, 2022 and 2021.

Note 3 – Going Concern

Management believes it may not have sufficient cash to fund its liabilities and operations for at least the next twelve months from the issuance of these unaudited condensed financial statements.

These unaudited condensed financial statements have been prepared on a going concern basis which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business. The Company’s management has evaluated whether there is substantial doubt about the Company’s ability to continue as a going concern and has determined that there was substantial doubt about the Company’s ability to continue as a going concern for twelve months from the issuance date of this report. This determination was based on the following factors: (1) the Company’s available cash as of the date of this filing will not be sufficient to fund its anticipated level of operations for the next 12 months; (2) the Company will require additional financing for the fiscal year ending December 31, 2022 to continue at its expected level of operations; and (3) if the Company fails to obtain the needed capital, it will be forced to delay, scale back, or eliminate some or all of its development activities or perhaps cease operations. In the opinion of management, these factors, among others, raise substantial doubt about the ability of the Company to continue as a going concern as of the date of the end of the period and for one year from the issuance of these unaudited condensed financial statements.

The Company also may depend on raising additional debt or equity capital to stay operational, which may be difficult for the Company to raise if needed. The terms of any financing, if the Company is able to complete one, will likely not be favorable to the Company.

The accompanying unaudited condensed financial statements do not include any adjustments that might be necessary should the Company be unable to continue as a going concern.

Note 4 – Notes Payable

Notes payable as of March 31, 2022 and December 31, 2021 consist of the following:

	March 31, 2022			December 31, 2021
Economic Injury Disaster Loan	$	309,500		$	40,400
Paycheck protection Program Loan		-			-
Convertible note, net of debt discount		84,681			84,681
Total notes payable		394,181			125,081
Less: current portion of notes payable		(84,681	)		(84,681	)
Notes payable, net of current portion	$	309,500		$	40,400

F-11

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Economic Injury Disaster Loan

Entities negatively impacted by the coronavirus (“COVID-19”) pandemic were eligible to apply for loans sponsored by the United States Small Business Administration (“SBA”) Economic Injury Disaster Loan (“EIDL Loan”) program. On July 15, 2020, the Company received cash proceeds of $40,400 under this program. In addition, in July 2020, the Company received $6,000 from the SBA as a COVID-19 Economic Injury Disaster Loan Advance (the “EIDL Advance”). The proceeds can be used to fund payroll, healthcare benefits, rent and other qualifying expenses, and the loan is not subject to a loan forgiveness provision. The standard EIDL Loan repayment terms include interest accruing at 3.75% per annum effective July 15, 2020; the payment schedule contains a one-year deferral period on initial principal and interest payments; the loan term is thirty years; and there is no prepayment penalty or fees. The Company pledged all assets of the Company as collateral for the loan. As of March 31, 2022 and December 31, 2021, the amounts outstanding totaled $309,500 and $40,400, respectively, and is classified as part of notes payable on the unaudited condensed balance sheets. Additionally, the Company entered into a security agreement with the SBA in which this promissory note is collateralized by certain of the Company’s property as specified within the security agreement. On January 6, 2021, the SBA announced a one-year extension of the deferral period for loans that commenced in 2020 delaying payments of principal and interest to July 2022. On October 8, 2021, the Company received notice of forgiveness from the SBA. Pursuant to an SBA Procedural Notice in December 2020, the EIDL Advance was also forgiven. The Company had recognized the entire EIDL Advance amount of $6,000 as grant income, which was included in other income (expense) in the fourth quarter of 2021.

In February 2022, the Company agreed to the second and third modifications of the EIDL Loan. The EIDL was modified to include additional borrowings of $269,200, which were received in full in February 2022. Periodic monthly payments have increased to $1,506. Additionally, the Company entered into an amended security agreement with the SBA in which this promissory note, and the modifications, is collateralized by certain of the Company’s property as specified within the amended security agreement.

Paycheck Protection Program

On April 18, 2020, the Company entered into a loan agreement with a financial institution for a loan of $91,035 pursuant to the Paycheck Protection Program (the “PPP”) under the Coronavirus Aid, Relief, and Economic Security Act enacted on March 27, 2020 (the “CARES Act”). This loan was evidenced by a promissory note dated April 18, 2020 (the “PPP Note”) and had maturity two years from the disbursement date. This loan bore interest at a rate of 1.00% per annum, with the first six months of interest deferred. Principal and interest were payable monthly commencing one year after the disbursement date and could be prepaid by the Company at any time prior to maturity with no prepayment penalties. This loan contained customary events of default relating to, among other things, payment defaults or breaches of the terms of the loan. Upon the occurrence of an event of default, the lender could require immediate repayment of all amounts outstanding under the note. The principal and interest of the loan were repayable in 17 monthly equal installments of $15,476 each.

The Company performed calculations for the PPP Note forgiveness according to the terms and conditions of the SBA’s Loan Forgiveness Application and, based on such calculations, expected that the PPP Note would be forgiven in full. In addition, the Company has determined that it was probable the Company would meet all the conditions of the PPP Note forgiveness.

On October 18, 2021 the Company received notification from the SBA that the PPP Note has been forgiven in its entirety. The Company has recognized the forgiveness of the loan amount of $91,035 as forgiveness of note payable – PPP loan, which was included in other income (expense) in the fourth quarter of 2021.

F-12

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Convertible Note

On July 7, 2020, the Company issued a $84,681 convertible promissory note (the “Convertible Note”) to a third party (the “Holder”) in exchange for $84,681. The Convertible Note bears interest at 10%, per annum. All unpaid principal and accrued interest under the Convertible Note will be due and payable in full one year from issuance. After six months from the issuance date, the Holder may elect to convert into that number of shares of common stock equal to the quotient obtained by dividing the outstanding principal balance and unpaid accrued interest under this Note by the amount equal to the anticipate public market price of the Company’s common stock multiplied by fifty percent (50%). 

Derivative liability

The Company issued a convertible note with variable conversion provisions. The conversion terms of the convertible notes are variable based on certain factors, such as the future price of the Company’s common stock. The number of shares of common stock to be issued is based on the future price of the Company’s common stock. The number of shares of common stock issuable upon conversion of the promissory note is indeterminate. Due to the fact that the number of shares of common stock issuable could exceed the Company’s authorized share limit, the equity environment is tainted, and all additional convertible debentures and warrants are included in the value of the derivative liabilities. Pursuant to ASC 815-15 Embedded Derivatives, the fair values of the variable conversion options and warrants and shares to be issued were recorded as derivative liabilities on the issuance date and revalued at each reporting period.

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase that are categorized within Level 3 of the fair value hierarchy for the three months ended March 31, 2022 and 2021 is as follows:

	March 31, 2022			March 31, 2021
Stock price	$	0.10		$	0.10
Exercise price	$	0.05		$	0.05
Contractual term (in years)		0.41			0.25
Volatility (annual)		83	%		83	%
Risk-free rate		1.63	%		0.07	%

Annual maturities of the notes payable are as follows:

For the year ending	Amount
December 31, 2022 (remainder of year)	$	117,330
December 31, 2023		18,072
December 31, 2024		18,072
December 31, 2025		18,072
December 31, 2026		18,072
Thereafter		427,873
Total payments		617,491
Less: interest payments		(223,310	)
Present value of notes payable		394,181

Interest expense for the three months ended March 31, 2022 and 2021 was $5,010 and $35,550, respectively.

F-13

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Note 5 – Stockholders’ Equity

Preferred Stock

The Company has been authorized to issue 10,000,000 shares of $0.001 par value Preferred Stock. The Board of Directors is expressly vested with the authority to divide any or all of the Preferred Stock into series and to fix and determine the relative rights and preferences of the shares of each series so established, within certain guidelines established in the Articles of Incorporation. All classes of preferred stock have the same rights as discussed below.

Each share of Convertible Preferred Stock shall the same voting rights per share as common stock and may be converted into one (1) share of $0.001 par value common stock. The holders shall be entitled to participate pro rata in any dividends paid on the Common Stock on an as-if-converted basis.  Dividends are payable only when, as and if declared by the Board of Directors. In the event of any liquidation or winding up of the Company, the holders shall be entitled to receive in preference to the holders of the Common Stock a per share amount equal to the greater of: (i) the Original Purchase Price plus any declared but unpaid dividends or (ii) the amount such holder would have received had the shares of Preferred Stock been converted into Common Stock immediately  prior to the liquidation or winding up (the “Liquidation Preference”). After the payment of the Liquidation Preference to the holders, the remaining assets of  the Company shall be distributed to the holders of the Common Stock on a pro-rata basis. A consolidation, merger, acquisition, sale of voting control or sale of all or substantially all of the assets of the Company in which the stockholders of the Company do not own a majority of the outstanding shares of the surviving corporation shall be deemed to be a liquidation or winding up for purposes of the Liquidation Preference (a “Deemed Liquidation Event”), unless otherwise elected by holders of at least a majority.

On November 18, 2021, pursuant to the Founders Agreement, Michael Lakshin, President, and Edward Aizman, CEO, were issued 500 shares of Super Preferred Stock.

As of March 31, 2022 and December 31, 2021, there were 652,259 shares of the Company’s Series AA Preferred stock issued and outstanding, respectively, and 500 of the Company Super Preferred Stock issued and outstanding, respectively.

Common Stock

The Company has been authorized to issue 20,000,000 shares of common stock, $0.001 par value. Each share of issued and outstanding common stock shall entitle the holder thereof to fully participate in all shareholder meetings, to cast one vote on each matter with respect to which shareholders have the right to vote, and to share ratably in all dividends and other distributions declared and paid with respect to common stock, as well as in the net assets of the corporation upon liquidation or dissolution.

As of March 31, 2022 and December 31, 2021 and 2020, there were 18,150,000 shares of the Company’s common stock issued and outstanding.

Note 6 - Commitments and Contingencies

Potential Acquisitions

In 2021, the Company signed two letters of intent to acquire substantially all the assets of Talent Coefficient, LLC and to acquire the business and assume the liabilities of Interview Mastery, Inc. As of March 31, 2022, the consideration for these acquisitions has not been determined and these acquisitions have not been completed.

COVID-19 pandemic contingencies

The spread of the COVID-19 outbreak in the United States has resulted in economic uncertainties which may negatively impact the Company’s business operations. While the disruption is expected to be temporary, there is uncertainty surrounding the duration and extent of the impact. The impact of the coronavirus outbreak on the unaudited condensed financial statements cannot be reasonably estimated at this time.

F-14

BOWMO, INC.

NOTES TO UNADITED CONDENSED FINANCIAL STATEMENTS

THREE MONTHS ended MARCH 31, 2022 AND 2021

Adverse events such as health-related concerns about working in our offices, the inability to travel and other matters affecting the general work environment could harm our business and our business strategy. While we do not anticipate any material impact to our business operations as a result of the coronavirus, in the event of a major disruption caused by the outbreak of pandemic diseases such as coronavirus, we may lose the services of our employees or experience system interruptions, which could lead to diminishment of our business operations. Any of the foregoing could harm our business and delay the implementation of our business strategy and we cannot anticipate all the ways in which the current global health crisis and financial market conditions could adversely impact our business.

Management is actively monitoring the global situation on its financial condition, liquidity, operations, industry, and workforce.

Note 7 – Income Taxes

The Company recorded no income tax expense for the three months ended March 31, 2022 and 2021 because the estimated annual effective tax rate was zero. In determining the estimated annual effective income tax rate, the Company analyzes various factors, including projections of the Company’s annual earnings and taxing jurisdictions in which the earnings will be generated, the impact of state and local income taxes, the ability to use tax credits and net operating loss carry forwards, and available tax planning alternatives.

As of March 31, 2022 and December 31, 2021, the Company provided a full valuation allowance against its net deferred tax assets since the Company believes it is more likely than not that its deferred tax assets will not be realized.

Note 9 – Related Party Transactions

For the three months ended March 31, 2022 and 2021, payments of $21,003 and $0 were made to the President, Michael Lakshin, of the Company for payroll through an entity owned by the President.

For the three months ended March 31, 2022 and 2021, expenses of $21,000 and $0 were incurred for recruitment services by an entity owned by Michael Neece, Chief Marketing Officer.

Note 10- Subsequent Events

On May 4, 2022, Cruzani, Inc. (“Cruzani”), Bowmo Merger Sub, Inc. (“Merger Sub”).Bowmo, Inc. (“Bowmo”) and Michael E. Lakshin on behalf of the shareholders of Bowmo entered into an Agreement and Plan of Merger (the “Agreement”), pursuant to which Merger Sub will merge with and into Bowmo. Pursuant to the Agreement, the purchase price for Bowmo (the “Purchase Price”) shall be shares of Cruzani Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities.

F-15