UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2024

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from __________ to __________

Commission File No.: 000-54624

Bowmo, inc.

(Exact name of registrant as specified in its charter)

Wyoming		26-4144571
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

99 Wall Street, Suite 891, New York City, New York 10005

(Address of principal executive offices)

(212) 398-0002

(Registrant’s telephone number, including area code)

Former name, former address and former fiscal year, if changed since last report

Indicate by check mark whether the registrant (1) has filed all reports to be filed by Section 13 and Section 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to files such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

☐	Large accelerated filer	☐	Accelerated filer
☒	Non-accelerated filer	☒	Smaller reporting company
		☐	Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		BOMO		OTC Markets - Other

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~October 11~~November 13, 2024, there ~~were~~ were 136,458,010 shares of common stock outstanding.

Table of Contents

PART I		1
Item 1.	Condensed Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2223
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2527
Item 4.	Controls and Procedures	2627
PART II		2728
Item 1.	Legal Proceedings	2728
Item 1A.	Risk Factors	2728
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2728
Item 3.	Defaults Upon Senior Securities	2728
Item 4.	Mining Safety Disclosures	2728
Item 5.	Other Information	2728
Item 6.	Exhibits	2728
	Signatures	2829

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Consolidated Balance Sheets as March 31, 2024 (unaudited) and December 31, 2023	2
Consolidated Balance Sheets as June 30, 2024 (unaudited) and December 31, 2023		2
Consolidated Statements of Operations for the Three Months Ended March 31, 2024 and 2023 (unaudited)	3
Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2024 and 2023 (unaudited)		3
Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2024 and 2023 (unaudited)	4
Consolidated Statements of Stockholders’ Deficit for the Six Months Ended June 30, 2024 and 2023 (unaudited)		4
Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2024 and 2023 (unaudited)	5
Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2024 and 2023 (unaudited)		5
Notes to Condensed Consolidated Financial Statements (unaudited)	6	6

~~bowmo~~Bowmo, Inc. and Subsidiaries Consolidated Balance Sheets

	March 31, 2024			December 31, 2023 (audited)
	June 30, 2024 (unaudited)			December 31, 2023 (audited)
ASSETS
Cash and cash equivalents	$	212,~~009~~517		$	6,308
Accounts receivable		18,172			18,172
Prepaid expenses and other current assets		~~45,388~~-			1,838
Total Current Assets		6530,~~569~~689			26,318
Total Assets	$	65,569		$	26,318
Loan to related party – Michael Laskshin		24,475			-
Loan to related party – Eddie A.		1,400			-
Prepaid expenses		858			-
Total Other Assets		26,733			-
Total Assets	$	57,422		$	26,318
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current Liabilities:
Accounts payable		1,~~189~~204,~~952~~990			1,144,~~755~~735
Accrued expenses		13,500			213,~~696~~707
Accrued interest		364,598			364,598
Accrued officer compensation		1,~~509~~533,~~499~~583			1,384,499
Accrued payroll taxes		91,127			-
Loans payable, current portion		30,000			30,000
Loans payable, related party		~~254~~269,500			254,500
Convertible Notes, net of debt discount		189,590			440,109
Convertible Notes, net of debt discount of $273,330 and $206,570		105,753			440,109
Put premium on stock settled debt		205,684			205,684
Acquisition payable		200,000			-
Derivative liability		~~819~~578,~~944~~363			433,818
Total Current Liabilities		4,~~777~~597,~~267~~098			4,471,~~659~~650
Loans payable, net of current portion		193,202			193,202
Total Liabilities		4,~~970~~790,~~469~~300			4,664,~~861~~852
Commitments and Contingencies
STOCKHOLDERS’ DEFICIT:
Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		33,815			33,815
Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		33,815			33,815
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		50			50
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		50			50
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		50,000			50,000
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		50,000			50,000
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		12			12
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		12			12
Series E Preferred stock to be issued		166,331			166,331
Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-			-
Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		-			-
Series G Preferred stock, 1,000,000 shares authorized, par value $0.0001; 1,000,000 and 0 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		1,000			1,000
Series G Preferred stock, 1,000,000 shares authorized, par value $0.0001; 1,000,000 and 0 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		1,000			1,000
Series H Preferred stock, 10,000 shares authorized, par value $0.0001; 0 and 10 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-			10
Series H Preferred stock, 1,000,000 shares authorized, par value $0.0001; 1,000,000 and 0 and 10 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		-			10
Series AA Preferred stock, 10,000,000 shares authorized, par value $0.0001; 0 and 652,259 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-			-
Series AA Preferred stock, 10,000,000 shares authorized, par value $0.0001; 0 and 652,259 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		-			-
Series Super Preferred stock, 10,000,000 shares authorized, par value $0.0001; 0 and 500 shares issued and outstanding as of March 31, 2024 and December 31, 2023, respectively		-			-
Series Super Preferred stock, 10,000,000 shares authorized, par value $0.0001; 0 and 500 shares issued and outstanding as of June 30, 2024 and December 31, 2023, respectively.		-			-
Common stock 40,000,000,000 shares authorized, $0.00001 par value; 109,541,546 and 53,520,830 shares issued and outstanding, respectively at March 31, 2024 and December 31, 2023*		1,096			535
Common stock 40,000,000,000 shares authorized, $0.00001 par value; 136,458,010 and 53,520,830 shares issued and outstanding, respectively at June 30, 2024 and December 31, 2023.*		1,365			535
Common stock to be issued, 2,550,000 and 2,550,000 shares as of March 31, 2024 and December 31, 2023, respectively		26			26
Common stock to be issued, 2,550,000 and 2,550,000 shares as of June 30, 2024 and December 31, 2023, respectively		26			26
Treasury stock, at cost 2,917 shares as of March 31, 2024 and December 31, 2023, respectively		(773,500	)		(773,500	)
Treasury stock, at cost 2,917 shares as of June 30, 2024 and December 31, 2023, respectively.		(773,500	)		(773,500	)
Additional paid in capital *		9,~~161~~471,~~022~~985			8,876,064
Accumulated deficit		(13,~~544~~683,~~752~~963	)		(12,992,877	)
Total Stockholders’ Deficit		(4,~~904~~732,~~900~~878	)		(4,638,~~533~~534	)
Total Liabilities and Stockholders’ Deficit	$	6557,~~569~~422		$	26,318

The accompanying notes are an integral part of these consolidated financial statements

Amounts have been adjusted by a 1000 to 1 reverse split during 2023.

~~bowmo~~Bowmo, Inc. and Subsidiaries

Consolidated Statements of Operations

	March 31, 2024			March 31, 2023
	For the Three Months Ended June 30,						For the Six Months Ended June 30,
Revenue	$	-		$	4,476
	2024			2023			2024			2023
Cost of revenue		-			-
Revenue	$	-		$	-		$	-		$	4,476
Gross Profit		-			4,476
Cost of revenue		-			-			-			-
Operating Expenses
Gross Profit		-			-			-			4,476
Compensation expense		125,000			121,314
Operating Expenses
Consulting fees		-			30,000
Compensation expense		125,000			100,805			250,000			222,119
Professional fees		39,500			160,054
Consulting fees		-			30,000			-			60,000
General and administrative		31,249			76,581
Professional fees		7,500			3,415			65,000			163,469
Total Operating Expenses		195,749			387,949
General and administrative		30,357			30,840			61,606			107,421
Loss from Operations		(195,749	)		(383,473	)
Total Operating Expenses		162,857			165,060			376,606			553,009
Other Income (Expenses)
												v
Interest expense		-			(269,500	)
Loss from Operations		(162,857	)		(165,060	)		(376,606	)		(548,533	)
Gain on new methodology for accounting for debt conversion features		-
Other Income (Expenses)
Initial recognition of derivative liability		-			(32,429	)
Interest expense		-			(227,905	)		-			(497,405	)
Change in fair value of derivative liability		(356,126	)		1,303,044
Gain on new methodology for accounting for debt conversion features		-			-			-			-
Total other income (expenses)		(356,126	)		1,001,115
Initial recognition of derivative liability		-			-			-			(32,429	)
Loss before income taxes		(551,875	)		617,642
Change in fair value of derivative liability		41,646			(872,763	)		(314,480	)		430,281
Provision for income taxes		-			-
Total other income (expenses)		41,646			(1,100,668	)		(314,480	)		(99,553	)
NET (Loss) Income	$	(551,875	)	$	617,642
Loss before income taxes		(121,211	)		(1,265,728)			(691,086	)		(648,086	)
Net loss per common share – basic and diluted	$	(0.01	)	$	0.00
Provision for income taxes		-			-			-			-
Weighted average common shares – basic and diluted *		*109,541,546			28,158,862,202
NET (Loss) Income		(121,211	)		(1,265,728	)	$	(691,086	)	$	(648,086	)
Net loss per common share – basic and diluted	$	(0.00	)	$	(0.04	)	$	(0.01	)	$	(0.02	)
Weighted average common shares – basic and diluted *		126,232,788	*		32,265,169			72,390,257	*		30,223,359

Amounts have been adjusted by a 1000 to 1 reverse split during 2023.

The accompanying notes are an integral part of these consolidated financial statements

~~bowmo~~Bowmo, Inc. and Subsidiaries

Consolidated Statement of Changes in Stockholders’ Deficit For the ~~Six~~Three ~~Months~~and Six Ended June 30, 2024 and 2023

	Preferred Stock AA				Super Preferred Stock				Preferred Stock A				Preferred Stock B				Preferred Stock C				Preferred Stock D				Preferred Stock E				Preferred Stock G				Preferred Stock H					Common Stock				Common Stock to be issued												Total Equity
	Shares		Amount ($)		Shares		Amount ($)		Shares		Amount ($)		Shares		Amount ($)		Shares		Amount ($)		Shares		Amount ($)		Shares		Amount ($)		Shares		Amount ($)		Shares		Amount ($)			Shares		Amount ($)		Shares		Amount ($)		Additional Paid-in		Treasury Stock			Accumulated Deficit			Equity /(Deficit) $
Balance as of December 31, 2022		0	$	0		0	$	0		3,381,520	$	33,815		5,000	$	50		5,000,000	$	50,000		125,000	$	12		0	$	166,331		1,000,000	$	1,000		0	$	0			27,049,736,362	$	270,497		0	$	26	$	3,599,032	$	(773,500	)	$	(9,243,925	)	$	(5,896,662	)
Net Loss for 1st Quarter 2023																																																				617,642			617,642
Stock-based compensation																																														$	56,628							$	56,628
Balance as of March 31, 2023		0	$	0		0	$	0		3,381,520	$	33,815		5,000	$	50		5,000,000	$	50,000		125,000	$	12		0	$	166,331		1,000,000	$	1,000		0	$	0			27,049,736,362	$	270,497		0	$	26	$	3,599,032	$	(773,500	)	$	(8,626,283	)	$	(5,279,020	)
Relative fair value of warrants issued with convertible debt																																														$	24,989							$	24,989
Balance as of December 31, 2023		0		0		0		0		3,381,520		33,815		5,000		50		5,000,000		50,000		125,000		12		0	$	166,331		1,000,000	$	1,000		10,000	$	10			53,520,830	$	535		0	$	26	$	8,876,064	$	(773,500	)	$	(12,992,877	)	$	(4,638,533	)
Share issued for extinguishment of convertible debt																																							5,391,441,059	$	53,914					$	470,731							$	524,645
Equity Issuance Q1 2024																																			$	(10	)		56,020,726	$	560					$	284,958							$	285,508
Net Loss for six months ended June 30, 2023																																																				(648,086	)		(648,086	)
Net Loss for 1st Quarter 2024																																																				(551,875	)		(551,875	)
Balance as of June 30, 2023		0	$	0		0	$	0		3,381,520	$	33,815		5,000	$	50		5,000,000	$	50,000		125,000	$	12		0	$	166,331		1,000,000	$	1,000		0	$	0			32,441,177,421	$	324,412		0	$	26	$	4,151,380	$	(773,500	)	$	(9,892,011	)	$	(5,938,485	)
Balance as of March 31, 2024		0	$	0		0	$	0		3,381,520	$	33,815		5,000	$	50		5,000,000	$	50,000		125,000	$	12		0	$	166,331		1,000,000	$	1,000		10,000	$	0			109,541,556	$	1,096		0	$	26	$	9,161,022	$	(773,500	)	$	(13,544,752	)	$	(4,904,900	)
Balance as of December 31, 2023		0		0		0		0		3,381,520		33,815		5,000		50		5,000,000		50,000		125,000		12		0	$	166,331		1,000,000	$	1,000		10,000	$	10			53,520,830	$	535		0	$	26	$	8,876,064	$	(773,500	)		(12,992,877	)	$	(4,638,534	)
Equity Issuance during 2024																																			$	(10	)		82,937,180	$	829					$	368,467							$	369,286
Derivative liability adjustments for Q2 2024																																														$	227,455							$	227,455
Net Loss for six months ended June 30, 2024																																																				(691,086	)		(691,086	)
Balance as of June 30, 2024		0	$	0		0	$	0		3,381,520	$	33,815		5,000	$	50		5,000,000	$	50,000		125,000	$	12		0	$	166,331		1,000,000	$	1,000		10,000	$	0			136,458,010	$	1,365		0	$	26	$	9,471,985	$	(773,500	)	$	(13,683,963	)	$	(4,732,878	)

The accompanying notes are an integral part of these consolidated financial statements.

~~Kindly present the Statement of Changes in Stockholders’ Deficit for the period under review, March 31, 2024~~4

4Bowmo, Inc. and Subsidiaries

~~bowmo,~~Consolidated Statements ~~Inc.~~of ~~and~~Cash ~~Subsidiaries~~Flows

Consolidated Statements of Cash Flows

	June 30,			June 30,
	2024			2023
Cash Flows from Operating Activities
Net loss	$	(691,086	)	$	648,086
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Interest expense incurred on put premium on stock settled debt		-			60,000
Amortization of debt discount		(66,760	)		442,550
Stock-based compensation and shares issued for services		-			154,628
Expenses incurred on extinguishment of convertible debt and accrued interest		-			20,490
Initial derivative expense		-			32,429
Change in fair value of derivative liability		314,480			(430,281	)
Changes in operating assets and liabilities (net of amounts acquired):
Accounts receivable		-			15,543
Prepaid expenses and other current assets		980			-
Related party loans		(25,875	)		-
Accounts payable		(109,688	)		138,483
Accrued expenses		(200,207	)		(287	)
Accrued Interest		-			(8,128	)
Accrued compensation		149,083			133,281
Accrued payroll taxes		91,127
Acquisition payable		200,000			-
Net Cash (Used In) Provided By Operating Activities		(337,946	)		(88,378	)

Cash Flows from Investing Activities
Cash acquired in reverse merger		-			-
Cash acquired in acquisition		-			-
Net Cash Provided by Investing Activities		-			-

Cash Flows from Financing Activities
Proceeds from loans payable		15,000			(980	)
Proceeds from equity issuances		596,751			-
Repayment of loans		(267,596	)		-
Net Cash Provided by Financing Activities		344,155			(980	)

Net Change in Cash and Cash Equivalents		6,209			(89,358	)

Cash And Cash Equivalents - Beginning of Year		6,308			167,103

Cash And Cash Equivalents - End of Year		12,517		$	77,745

Supplemental Disclosure of Cash and Non-cash Transactions:
Cash paid for interest	$	-		$	-
Cash paid for interest	$	-		$	-

Non-Cash Transactions
Conversion of convertible debt to Common Stock	$	369,286		$	-
Derivative liability adjustments to Additional Paid-In Capital	$	227,455		$	-

	March 31,			March 31,
	2024			2023
Cash Flows from Operating Activities
Net loss	$	(551,875	)	$	617,642
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Interest expense incurred on put premium on stock settled debt		(30,000	)		30,000
Amortization of debt discount		-			245,146
Stock-based compensation and shares issued for services		-			96,314
Expenses incurred on extinguishment of convertible debt and accrued interest		-			17.075
Initial derivative expense		-			32.429
Change in fair value of derivative liability		356,126			(1,303,044	)
Changes in operating assets and liabilities (net of amounts acquired):
Accounts receivable		-			15,542
Prepaid expenses and other current assets		(43,550	)		-
Accounts payable		60,197			138,972
Accrued expenses		(200,197	)		(286	)
Accrued Interest		-			(8,127	)
Accrued compensation		125,000			38,850
Acquisition payable		200,000			-
Net Cash (Used In) Provided By Operating Activities		(84,299	)		(79,487	)
Cash Flows from Investing Activities
Cash acquired in reverse merger		-			-
Cash acquired in acquisition		-			-
Net Cash Provided by Investing Activities		-			-
Cash Flows from Financing Activities
Proceeds from loans payable		15,000			-
Proceeds from equity issuances		285,518			-
Repayment of loans		(220,518	)		-
Net Cash Provided by Financing Activities		80,000			-
Net Change in Cash and Cash Equivalents		(4,299	)		(79,487	)
Cash And Cash Equivalents - Beginning of Year		6,308			167,103
Cash And Cash Equivalents - End of Year		2,009		$	87,616
Supplemental Disclosure of Cash and Non-cash Transactions:
Cash paid for interest	$			$
Cash paid for interest	$			$
Non-Cash Transaction Conversion of convertible debt to Common Stock	$	285,518		$

The accompanying notes are an integral part of these consolidated financial statements

~~The accompanying notes are an integral part of these consolidated financial statements~~5

5Bowmo, Inc. and Subsidiaries

~~bowmo,~~Notes to ~~Inc.~~the ~~and~~Audited ~~Subsidiaries~~Consolidated Financial Statements

~~Notes~~For the toSix ~~the~~Months ~~Audited~~Ended ~~Consolidated~~June ~~Financial Statements~~30, 2024 and 2023

~~For~~NOTE 1 ~~the~~– ~~Three Months Ended March 31, 2024 and 2023~~BACKGROUND

~~NOTE 1 – BACKGROUND~~Reverse Merger and Corporate Restructure

~~Reverse~~ On May 4, 2022, Cruzani, Inc. (“Cruzani” or the “Predecessor”) entered into a merger agreement (the “Merger Agreement”) with Bowmo, Inc. (“Bowmo”) and Bowmo Merger Sub, Inc. to acquire Bowmo. (the “Acquisition”). The transactions contemplated by the Merger Agreement were consummated on May 4, 2022, and pursuant to the terms of the Merger Agreement, all outstanding shares of Bowmo were exchanged for ~~Corporate Restructure~~shares of Cruzani’s common stock and Bowmo became Cruzani’s wholly owned subsidiary.

~~On May 4, 2022, Cruzani, Inc. (“Cruzani”~~The ormerger ~~the~~was ~~“Predecessor”)~~effected ~~entered~~pursuant ~~into~~to ~~a merger agreement (~~the “Merger Agreement”). ~~with~~The ~~Bowmo,~~merger ~~Inc.~~is ~~(“Bowmo”) and~~being ~~Bowmo~~accounted ~~Merger~~for ~~Sub,~~as ~~Inc.~~a toreverse ~~acquire~~merger whereby Bowmo. (is the ~~“Acquisition”).~~acquirer for ~~The~~accounting ~~transactions~~purposes. ~~contemplated~~Bowmo byis considered the ~~Merger~~acquiring ~~Agreement~~company ~~were consummated~~for onaccounting ~~May~~purposes 4,as ~~2022,~~upon ~~and~~completion ~~pursuant to the terms~~ of the Merger ~~Agreement~~, ~~all~~Bowmo’s former ~~outstanding~~stockholders ~~shares~~held ofa ~~Bowmo~~majority ~~were exchanged for shares~~ of ~~Cruzani’s~~the ~~common~~voting ~~stock~~interest ~~and~~of ~~Bowmo~~the ~~became~~combined ~~Cruzani’s wholly owned subsidiary~~company.

~~The~~Pursuant to the merger, ~~was~~the ~~effected~~Company ~~pursuant~~issued toSeries ~~the~~G ~~Merger Agreement.~~Preferred ~~The~~Stock ~~merger~~holding isthe ~~being~~voting ~~accounted~~rights ~~for~~to as78% aof ~~reverse~~the ~~merger~~total ~~whereby~~voting equity securities to Bowmo’s isstockholders. ~~the~~Upon ~~acquirer~~completion ~~for~~of ~~accounting~~the ~~purposes.~~acquisition, Bowmo is ~~considered~~ treated as the ~~acquiring~~surviving ~~company~~entity ~~for~~and accounting ~~purposes~~acquirer asalthough Cruzani ~~upon~~was ~~completion~~the oflegal ~~the~~acquirer. ~~Merger~~Accordingly, ~~Bowmo’s~~the ~~former~~historical ~~stockholders~~financial ~~held~~statements aare ~~majority~~those of ~~the voting interest of the combined company~~Bowmo.

~~Pursuant to the merger, the Company issued Series~~Accounting Gfor ~~Preferred~~Reverse Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders. Upon completion of the acquisition, Bowmo is treated as the surviving entity and accounting acquirer although Cruzani was the legal acquirer. Accordingly, the historical financial statements are those of Bowmo.Merger

~~Accounting~~The fair ~~for~~value ~~Reverse~~of ~~Merger~~Cruzani assets acquired and liabilities assumed was based upon management’s estimates.

The following ~~fair~~table ~~value~~summarizes ofthe ~~Cruzani~~allocation ~~assets~~of ~~acquired~~purchase ~~and liabilities~~price ~~assumed~~of ~~was~~the ~~based upon management’s estimates.~~acquisition: 

The following table summarizes the allocation of purchase price of the acquisition: 

Tangible Assets Acquired:	Allocation
Cash and cash equivalents		517
Accounts payable		(326,400	)
Accrued interest		(1,197,027	)
Accrued officer compensation		(453,333	)
Convertible Notes		(620,933	)
Put premium on stock settled debt		(230,743	)
Loans payable		(254,500	)
Net Tangible Assets Acquired	$	(3,082,419	)

Equity Acquired:
Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding		(33,815	)
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding		(50	)
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding		(50,000	)
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding		(12	)
Series E Preferred stock to be issued		(166,331	)
Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 shares issued and outstanding		-
Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding		(89,550	)
Treasury stock, at cost – 2,917 shares		773,500
Additional paid in capital		(2,648,676	)

Consideration:
Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders		1,000

Tangible Assets Acquired:	Allocation
Cash and cash equivalents		517
Accounts payable		(326,400	)
Accrued interest		(1,197,027	)
Accrued officer compensation		(453,333	)
Convertible Notes		(620,933	)
Put premium on stock settled debt		(230,743	)
Loans payable		(254,500	)
Net Tangible Assets Acquired	$	(3,082,419	)
Equity Acquired:
Series A Preferred stock, 3,500,000 shares authorized, par value $0.01; 3,381,520 shares issued and outstanding		(33,815	)
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 shares issued and outstanding		(50	)
Series C Preferred stock, 10,000,000 shares authorized, par value $0.01; 5,000,000 shares issued and outstanding		(50,000	)
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 shares issued and outstanding		(12	)
Series E Preferred stock to be issued		(166,331	)
Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 shares issued and outstanding		-
Common stock 20,000,000,000 shares authorized, $0.00001 par value; 8,955,014,498 shares issued and outstanding		(89,550	)
Treasury stock, at cost – 2,917 shares		773,500
Additional paid in capital		(2,648,676	)
Consideration:
Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo’s stockholders		1,000

Organization and Business

Bowmo, Inc. (FKA Cruzani, Inc.) (the “Company”) is an AI-powered recruiting platform. The Company’s principal lines of business are direct placement of candidates with employers and Recruiting as a Service which allows the Company’s customers to outsource the management of their recruiting process to the Company. The Company offers recruiting software and services through an online AI-driven platform to connect potential candidates to employers for all businesses looking to address hiring needs. The Company was incorporated as a Delaware corporation in 2016.

6NOTE 2 – GOING CONCERN

~~NOTE~~The accompanying 2consolidated –financial ~~GOING~~statements ~~CONCERN~~have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company as a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations.

The Company ~~accompanying~~incurred ~~consolidated~~a ~~financial~~net ~~statements have~~loss ~~been~~for ~~prepared~~the insix ~~conformity~~months ~~with~~ended ~~generally~~June ~~accepted~~30, ~~accounting~~2024, ~~principles~~of ~~which~~$691,086, ~~contemplate~~of ~~continuation~~which ofapproximately ~~the~~$376,606 ~~Company~~was asdue ato ~~going-concern~~operations ~~basis.~~and ~~The~~the ~~going~~remainder ~~concern~~was ~~basis~~due ~~assumes~~primarily ~~that~~to ~~assets~~interest ~~are~~expense ~~realized,~~ and derivative liabilities. ~~are~~At ~~extinguished~~June in30, 2024, the ~~ordinary~~Company ~~course~~has ofa ~~business~~working atcapital ~~amounts~~deficit ~~disclosed~~of in$4,566,409 ~~the~~and ~~consolidated~~an ~~financial~~accumulated ~~statements.~~deficit ~~The~~of ~~Company has incurred recurring losses from operations~~$13,682,963.

The Company’s ~~incurred~~ability to continue as a ~~net~~going ~~loss~~concern ~~for~~depends ~~the~~upon ~~three months~~its ~~ended~~ability ~~March~~to ~~31,~~obtain ~~2024,~~adequate offunding ~~$551,875,~~to support its operations through continuing investments of ~~which~~debt ~~approximately~~and/or ~~$195~~equity by qualified investors/creditors,~~749~~ ~~was~~internally ~~due~~generated toworking ~~operations~~capital and ~~the~~monetization of ~~remainder~~intellectual ~~was~~property ~~due~~assets. ~~primarily~~These factors raise substantial doubt about the Company’s ability to ~~interest~~ ~~expense~~continue ~~and~~as ~~derivative~~a ~~liabilities~~going concern. These Atconsolidated ~~March~~financial ~~31,~~statements ~~2024,~~do not include any adjustments that might be necessary if the Company ~~has~~is unable to continue as a ~~working~~going ~~capital~~concern. ~~deficit~~Management ofis ~~$4,711,698~~currently ~~and~~pursuing ana ~~accumulated~~business strategy which includes raising the necessary funds to finance the Company’s ~~deficit~~development ofand ~~$13,544,752~~marketing efforts.

~~The Company’s ability to continue as a going~~NOTE ~~concern~~3 ~~depends~~– ~~upon~~SUMMARY ~~its~~OF ~~ability~~SIGNIFICANT toACCOUNTING obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.POLICIES

~~NOTE 3 – SUMMARY OF SIGNIFICANT ACCOUNTING~~Basis ~~POLICIES~~of Presentation

~~Basis~~The Company’s financial statements have been prepared in accordance with accounting principles generally accepted in the United States of ~~Presentation~~America (“GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.

~~The Company’s financial statements have~~Use ~~been prepared in accordance with accounting principles generally accepted in the United States~~ of America (“GAAP”).The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and 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 revenues and expenses during the reporting period. Actual results could differ from those estimates. Management further acknowledges that it is solely responsible for adopting sound accounting practices, establishing and maintaining a system of internal accounting control and preventing and detecting fraud. The Company’s system of internal accounting control is designed to assure, among other items, that (1) recorded transactions are valid; (2) valid transactions are recorded; and (3) transactions are recorded in the proper period in a timely manner to produce financial statements which present fairly the financial condition, results of operations and cash flows of the Company for the respective periods being presented.Estimates

~~Use~~The preparation of ~~Estimates~~financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stock-based compensation, fair values relating to derivative liabilities, debt discounts and the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates include the fair value of the Company’s stock, stockCOVID-~~based compensation, fair values~~19 ~~relating~~Impacts toon ~~derivative~~Accounting ~~liabilities,~~Policies ~~debt discounts~~ and ~~the valuation allowance related to deferred tax assets. Actual results may differ from these estimates.~~Estimates

COVID-19 Impacts on Accounting Policies and Estimates In light of the currently unknown ultimate duration and severity of COVID-19, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply our significant accounting policies. As COVID-19 continues to develop, we may make changes to these estimates and judgments over time, which could result in meaningful impacts to our financial statements in future periods.

~~COVID-19 Impacts on Accounting Policies and Estimates~~Principals ~~In light~~ of the currently unknown ultimate duration and severity of COVID-19, we face a greater degree of uncertainty than normal in making the judgments and estimates needed to apply our significant accounting policies. As COVID-19 continues to develop, we may make changes to these estimates and judgments over time, which could result in meaningful impacts to our financial statements in future periods.Consolidation

~~Principals~~The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of ~~Consolidation~~the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.

The consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (GAAP). The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated.7

Cash and Cash Equivalents

The Company accounts for cash and cash equivalents under FASB ASC 305, Cash and Cash Equivalents, and considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. At ~~March~~June 3130, 2024 and December 31, 2023, the Company had cash and cash equivalents of $212,~~009~~517 and $876,~~616~~308, respectively. There are no amounts that are uninsured by the FDIC (Federal Deposit Insurance Corporation).

7Deferred Income Taxes and Valuation Allowance

~~Deferred~~We recognize ~~Income~~deferred ~~Taxes~~tax assets and ~~Valuation~~liabilities ~~Allowance~~for the expected future tax consequences of events that have been included in the financial statements or tax returns in accordance with applicable accounting guidance for accounting for income taxes, using currently enacted tax rates in effect for the year in which the differences are expected to reverse. We record a valuation allowance when necessary to reduce deferred tax assets to the amount expected to be realized. For the years ended December 31, 2023 and 2022, respectively, due to cumulative losses, we recorded a valuation allowance against our deferred tax asset that reduced our income tax benefit for the period to zero. As of December 31, 2023 and 2022, we had no liabilities related to federal or state income taxes and the carrying value of our deferred tax asset was zero.

WeThe Company ~~recognize~~accounts for income taxes applying FASB ASC 740, which requires the recognition of deferred tax ~~assets~~liabilities and ~~liabilities~~ assets for ~~the~~ expected future tax consequences of events that have been included in the financial statements or tax returns. inUnder ~~accordance~~this ~~with applicable accounting guidance for accounting for income taxes~~method, ~~using~~deferred ~~currently enacted~~ tax liabilities ~~rates~~and inassets ~~effect for the year in which the differences~~ are ~~expected~~determined tobased ~~reverse.~~on ~~We record a valuation allowance when necessary to reduce deferred tax assets to~~ the ~~amount~~difference ~~expected to~~between ~~be realized. For~~ the ~~years~~financial ~~ended~~statement ~~December 31, 2023~~ and ~~2022,~~tax ~~respectively,~~bases ~~due~~of toassets ~~cumulative~~and ~~losses, we recorded a valuation~~liabilities ~~allowance~~using ~~against~~enacted ~~our deferred~~ tax ~~asset~~rates ~~that~~in ~~reduced~~effect ~~our income tax benefit~~ for the ~~period~~year toin ~~zero.~~which Asthe ofdifferences ~~December~~are ~~31,~~expected ~~2023 and 2022, we had no liabilities related~~ to ~~federal or state income taxes and the carrying value of our deferred tax asset was zero~~reverse.

~~The Company accounts for income taxes applying~~Financial FASB ASC 740, which requires the recognition of deferred tax liabilities and assets for expected future tax consequences of events that have been included in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse.Instruments

The Company adopted the provisions of Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January 1, 2008. ASC 825-10 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 825-10 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 825-10 establishes three levels of inputs that may be used to measure fair value:

~~The Company adopted the provisions of Accounting~~Level ~~Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”) on January~~ 1, ~~2008.~~– ~~ASC~~Quoted ~~825-10~~prices ~~defines fair value as the price that would be received from selling an asset or paid to transfer a liability~~ in anactive ~~orderly~~markets ~~transaction between market participants at the measurement date. When determining the fair value measurements~~ for identical 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 nonperformanceliabilities. ASC 825-10 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 825-10 establishes three levels of inputs that may be used to measure fair value:

Level 2 – Observable inputs other than Level 1 –prices ~~Quoted~~such as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all significant inputs are observable or can be derived principally from or corroborated by observable market data for ~~identical~~substantially ~~assets~~the full term of the assets or liabilities.

Level 3 2 – ~~Observable~~Unobservable inputs ~~other~~to ~~than~~the ~~Level~~valuation 1methodology ~~prices~~that ~~such~~are ~~as quoted prices for similar assets or liabilities; quoted prices in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which all~~ significant ~~inputs~~to ~~are~~the ~~observable~~measurement orof ~~can~~fair bevalue ~~derived principally from or corroborated by observable market data for substantially the full term~~ of ~~the~~ assets or liabilities.

~~Level~~All items 3required –to ~~Unobservable~~be ~~inputs~~recorded toor measured on a recurring basis are based upon level 3 inputs. To the extent that valuation ~~methodology~~is based on models or inputs that are ~~significant~~less toobservable or unobservable in the ~~measurement~~market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of ~~assets~~the orfair ~~liabilities~~value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed and is determined based on the lowest level input that is significant to the fair value measurement.

~~All items required to be recorded or measured~~Upon onadoption aof ~~recurring~~ASC ~~basis are based upon level 3 inputs. To the extent that valuation is based on models or inputs that are less observable or unobservable in the market~~825-10, ~~the~~there ~~determination~~was ofno ~~fair~~cumulative ~~value~~effect ~~requires~~adjustment ~~more judgment. In certain cases, the inputs used~~ to ~~measure~~beginning ~~fair value~~retained ~~may~~earnings ~~fall into different levels of the fair value hierarchy. In such cases, for disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is disclosed~~ and isno ~~determined~~impact ~~based~~ on the ~~lowest~~financial ~~level input that is significant to the fair value measurement~~statements.

~~Upon~~The carrying ~~adoption~~value of ~~ASC~~the ~~825-10~~Company’s cash and cash equivalents, ~~there~~accounts ~~was~~receivable, noaccounts ~~cumulative~~payable, short-term borrowings (including ~~effect~~convertible ~~adjustment~~notes topayable), ~~beginning~~and ~~retained~~other ~~earnings~~current assets and noliabilities ~~impact~~approximate onfair ~~the~~value ~~financial~~because ~~statements~~of their short-term maturity.

The carrying value of the Company’s cash and cash equivalents, accounts receivable, accounts payable, short-term borrowings (including convertible notes payable), and other current assets and liabilities approximate fair value because of their short-term maturity.8

Convertible Instruments

The Company evaluates and accounts for conversion options embedded in its convertible instruments in accordance with various accounting standards.

ASC 480 “Distinguishing Liabilities From Equity” provides that instruments convertible predominantly at a fixed rate resulting in a fixed monetary amount due upon conversion with a variable quantity of shares (“stock settled debt”) be recorded as a liability at the fixed monetary amount.

8ASC 815 “Derivatives and Hedging” generally provides three criteria that, if met, require companies to bifurcate conversion options from their host instruments and account for them as free standing derivative financial instruments. These three criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument. Professional standards also provide an exception to this rule when the host instrument is deemed to be conventional as defined under professional standards as “The Meaning of Conventional Convertible Debt Instrument.”

~~ASC~~The Company ~~815~~accounts ~~“Derivatives~~for ~~and~~convertible ~~Hedging” generally~~instruments ~~provides~~(when ~~three~~it ~~criteria~~has determined that, ifthe ~~met,~~instrument ~~require~~is ~~companies~~not toa ~~bifurcate~~stock settled debt and the embedded conversion options should not be bifurcated from their host instruments) ~~and~~in ~~account~~accordance with professional standards when “Accounting for ~~them~~Convertible asSecurities ~~free~~with ~~standing~~Beneficial ~~derivative~~Conversion ~~financial~~Features,” ~~instruments.~~as ~~These~~those ~~three~~professional ~~criteria~~standards ~~include~~pertain ~~circumstances~~to in“Certain ~~which~~Convertible Instruments.” ~~(a)~~Accordingly, the ~~economic~~Company ~~characteristics and~~records, ~~risks~~when ofnecessary, discounts to convertible notes for the ~~embedded~~intrinsic ~~derivative~~value ~~instrument~~of ~~are~~conversion options ~~not~~embedded ~~clearly~~in ~~and~~debt ~~closely~~instruments ~~related~~based toupon the ~~economic~~differences ~~characteristics~~between ~~and~~the ~~risks~~fair value of the ~~host contract,~~underlying ~~(b)~~common ~~the~~stock ~~hybrid~~at ~~instrument~~the ~~that~~commitment date ~~embodies~~of ~~both~~ the ~~embedded~~note ~~derivative~~transaction ~~instrument~~ and the ~~host~~effective ~~contract~~conversion isprice ~~not~~embedded ~~re-measured~~in ~~at fair~~the ~~value~~note. Discounts under ~~otherwise~~these ~~applicable~~arrangements ~~generally~~are ~~accepted~~amortized over ~~accounting~~the ~~principles~~term ~~with~~of ~~changes~~the inrelated ~~fair~~debt ~~value~~to ~~reported~~their inearliest ~~earnings~~date asof ~~they occur,~~redemption. ~~and~~The ~~(c)~~Company aalso ~~separate~~records ~~instrument~~when ~~with~~necessary ~~the~~deemed ~~same~~dividends ~~terms as~~ for the ~~embedded~~intrinsic ~~derivative~~value ~~instrument~~of ~~would~~conversion beoptions ~~considered~~embedded ain ~~derivative~~preferred ~~instrument. Professional~~shares ~~standards~~based ~~also~~upon ~~provide~~the andifferences ~~exception~~between tothe ~~this~~fair ~~rule~~value ~~when~~of the ~~host~~underlying common ~~instrument~~stock isat ~~deemed~~the tocommitment bedate ~~conventional~~of asthe ~~defined~~share ~~under~~transaction ~~professional standards~~and asthe ~~“The~~effective ~~Meaning~~conversion ofprice ~~Conventional~~embedded ~~Convertible~~in ~~Debt~~the ~~Instrument~~preferred shares.”

~~The Company accounts for convertible instruments~~ASC ~~(when~~815-40 itprovides ~~has~~that ~~determined~~generally ~~that~~if ~~the~~an ~~instrument~~event is not awithin ~~stock~~the ~~settled~~entity’s ~~debt~~control and ~~the~~could ~~embedded~~require ~~conversion~~net ~~options~~cash ~~should not be bifurcated from their host instruments) in accordance with professional standards when “Accounting for Convertible Securities with Beneficial Conversion Features~~settlement,” asthen ~~those professional standards pertain to “Certain Convertible Instruments.” Accordingly,~~ the ~~Company records,~~contract ~~when~~shall ~~necessary,~~be ~~discounts~~classified toas ~~convertible~~an ~~notes~~asset ~~for~~or ~~the~~a intrinsic value of conversion options embedded in debt instruments based upon the differences between the fair value of the underlying common stock at the commitment date of the note transaction and the effective conversion price embedded in the noteliability. Discounts under these arrangements are amortized over the term of the related debt to their earliest date of redemption. The Company also records when necessary deemed dividends for the intrinsic value of conversion options embedded in preferred shares based upon the differences between the fair value of the underlying common stock at the commitment date of the share transaction and the effective conversion price embedded in the preferred shares.

~~ASC 815-40 provides that generally if an event~~Convertible isNotes ~~not~~with ~~within~~Fixed ~~the~~Rate ~~entity’s~~Conversion ~~control and could require net cash settlement, then the contract shall be classified as an asset or a liability.~~Options

~~Convertible~~The Company ~~Notes~~may enter into convertible notes, some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability as stock settled debt in accordance with ~~Fixed~~ASC ~~Rate~~480 ~~Conversion~~- “Distinguishing Liabilities from Equity” ~~Options~~and measures the convertible note at its fixed monetary amount, which is the result of the share price discount at the time of conversion, and records the put premium, as applicable, on the note date with a charge to interest expense.

~~The Company may enter into convertible notes,~~Derivative some of which contain, predominantly, fixed rate conversion features, whereby the outstanding principal and accrued interest may be converted by the holder, into common shares at a fixed discount to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity” and measures the convertible note at its fixed monetary amount, which is the result of the share price discount at the time of conversion, and records the put premium, as applicable, on the note date with a charge to interest expense.Instruments

~~Derivative~~The Company’s ~~Instruments~~derivative financial instruments consist of derivatives with the sale of a convertible notes in 2024 and 2023. 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 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.

~~The Company’s derivative financial instruments~~Business consist of derivatives with the sale of a convertible notes in 2023. 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 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.Combinations

~~Business~~The Company ~~Combinations~~accounts for its business combinations using the acquisition method of accounting. Under the acquisition method, assets acquired, liabilities assumed, and consideration transferred are recorded at the date of acquisition at their respective fair values. Definite-lived intangible assets are amortized over the expected life of the asset. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill.

~~The~~Goodwill represents ~~Company~~the ~~accounts~~excess ~~for~~purchase ~~its~~price ~~business~~over ~~combinations using~~ the ~~acquisition~~fair ~~method~~value of ~~accounting.~~the ~~Under~~tangible ~~the~~net ~~acquisition~~assets ~~method,~~and intangible assets acquired, ~~liabilities~~in ~~assumed,~~a ~~and~~business ~~consideration transferred~~combination. Acquisition-related expenses are ~~recorded~~recognized atseparately ~~the~~from ~~date~~business ofcombinations ~~acquisition~~and atare ~~their~~expensed ~~respective~~as incurred. The Company remeasures fair ~~values.~~value ~~Definite-lived~~as ~~intangible~~of ~~assets~~each ~~are~~reporting ~~amortized~~date ~~over~~and ~~the~~changes ~~expected life~~resulting offrom events after the ~~asset.~~acquisition ~~Any~~date, ~~excess~~are ofrecognized ~~the~~as ~~purchase~~follows: ~~price~~1) ~~over~~if the contingent ~~estimated~~consideration ~~fair~~is ~~values~~classified ofas equity, the ~~net~~contingent ~~assets~~consideration ~~acquired~~is not re-measured and its subsequent settlement is ~~recorded~~accounted for within equity, or 2) if the contingent consideration is classified as ~~goodwill~~a liability, the changes in fair value and accretion costs are recognized in earnings.

Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. Acquisition-related expenses are recognized separately from business combinations and are expensed as incurred. The Company remeasures fair value as of each reporting date and changes resulting from events after the acquisition date, are recognized as follows: 1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or 2) if the contingent consideration is classified as a liability, the changes in fair value and accretion costs are recognized in earnings.9

9Revenue Recognition

For annual reporting periods after December 15, 2017, the Financial Accounting Standards Board (“FASB”) made effective ASU 2014-09 Revenue from Contracts with Customers, to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The objective of the guidance is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and uncertainty of revenue and cash flows arising from a contract with a customer. The principle is to recognize revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. Two options were made available for implementation of the standard: the full retrospective approach or modified retrospective approach. The guidance became effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted.

~~For~~The Company ~~annual~~generates ~~reporting~~revenue ~~periods~~from ~~after~~(1) ~~December~~Recruiting ~~15, 2017,~~as ~~the~~a ~~Financial~~Service ~~Accounting Standards Board~~ (“~~FASB~~Raas”) ~~made effective ASU 2014-09 Revenue from Contracts with Customers~~, to supersede previous revenue recognition guidance under current U.S. GAAP. Revenue is now recognized in accordance with FASB ASC Topic 606, Revenue Recognition. The objective of the guidance is to establish the principles that an entity shall apply to report useful information to users of financial statements about the nature, amount, timing, and ~~uncertainty~~(2) ofDirect ~~revenue and cash flows arising from a contract with a customer~~Placement. The principle is to recognize revenue to depict the transfer of promised services to customers in an amount that reflects the consideration to which the Company expects to be entitled in exchange for those services. Two options were made available for implementation of the standard: the full retrospective approach or modified retrospective approach. The guidance became effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, with early adoption permitted.

~~The Company generates revenue from (1)~~ Recruiting as a Service ~~(“Raas”), and (2) Direct Placement.~~:

~~Recruiting~~RaaS allows asthe aCompany’s ~~Service:~~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 service ~~allows~~contracts ~~the~~with ~~Company’s~~ customers are month-to-month ~~outsource the~~for ~~management~~a offixed ~~their~~price. ~~recruiting~~Revenues ~~process~~are ~~allowing~~recognized ~~the~~on ~~Company~~a togross ~~use~~basis ~~the~~when ~~Application~~each tomonthly ~~assist its customers hiring needs by strategically~~subscription ~~gearing the~~ service tois ~~reach the customer’s objectives~~completed. ~~Revenue from RaaS consists of monthly billing to the customer for services provided.~~

~~RaaS service contracts with customers are month-to-month~~Direct ~~for a fixed price. Revenues are recognized on a gross basis when each monthly subscription service is completed.~~Placement

~~Direct~~The Company ~~Placement~~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.

~~The Company generates direct~~ Direct placement ~~revenue by~~revenues ~~earning~~are ~~one-time~~recognized ~~fees~~on ~~for~~a ~~each~~gross ~~time~~basis anon ~~employer~~the ~~hires~~date ~~one~~of hire of the ~~candidates~~candidate ~~that~~placed ~~the~~with ~~Company~~an ~~refers.~~employer, as ~~The~~it ~~Company~~is ~~sources~~more ~~qualified~~than ~~candidate~~probable ~~referrals~~that ~~for~~a ~~the~~significant ~~employers’~~revenue ~~available~~reversal ~~jobs~~will ~~through~~not ~~the~~occur. This ~~use~~fee ofis ~~the~~only ~~Company’s~~charged ~~Application.~~to ~~Upon~~ the employer. ~~hiring one~~Any orpayments ~~more~~received ofprior to the ~~Company’s~~hire ~~candidate~~date ~~referrals,~~are ~~the~~recorded ~~Company~~as ~~earns~~deferred ~~the~~revenue ~~direct~~on ~~placement~~the consolidated balance ~~fee,~~sheets. ~~which~~Payments ~~consists~~for ofrecruitment anservices ~~amount agreed~~are ~~upon~~typically ~~between~~due ~~the~~within ~~Company~~30 ~~and~~days ~~its~~of ~~customers.~~completion ~~The fee is a percentage~~ of ~~the referred candidates’ first year’s base salary~~services.

Direct placement ~~revenues~~revenue ~~are~~is ~~recognized~~subject onto a 90-180 day guarantee that the candidate will not resign or be terminated in that time period. The ~~gross~~Company ~~basis~~uses onhistorical evidence as well as additional factors to determine and estimate the ~~date~~amount of ~~hire~~consideration ofreceived that the ~~candidate~~Company ~~placed~~does ~~with~~not anexpect ~~employer~~to be entitled to. For any amounts received for which the Company does not expect to be entitled, as it would not recognize revenue when the candidate is ~~more~~hired ~~than~~but ~~probable~~would ~~that~~recognize those amounts received as a ~~significant~~refund ~~revenue~~liability. The ~~reversal~~Company ~~will~~included ~~not~~in ~~occur. This~~the ~~fee~~transaction isprice ~~only~~the ~~charged~~estimated toamount of variable consideration per the ~~employer~~expected value method. ~~Any~~A ~~payments~~refund liability would be credited for the difference between cash consideration received ~~prior~~and tovariable consideration recognized. The refund liability would be updated at the ~~hire~~end ~~date~~of ~~are~~each ~~recorded~~reporting asperiod ~~deferred~~for any changes in circumstances. As of December 31, 2023 and 2022 ~~revenue~~there was no refund liability on the consolidated balance sheets. ~~Payments~~as ~~for~~historically ~~recruitment~~no ~~services~~direct ~~are~~placement ~~typically~~revenue ~~due~~has been ~~within~~refunded 30to ~~days~~the ~~of completion of services~~Company.

~~Direct placement revenue is subject to a 90-180~~Revenue 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 December 31, 2023 and 2022Segementation

~~there~~For six ~~was no refund~~months ~~liability on~~ended ~~the consolidated balance~~June ~~sheets~~30, as2024, ~~historically~~and noJune ~~direct~~30, ~~placement~~2023, ~~revenue~~revenues ~~has~~can ~~been~~be ~~refunded~~categorized tointo the ~~Company.~~following:

Revenue Segementation

	June 30, 2024		June 30, 2023

Direct placement	$	-	$	4,476
Recruiting as a Service		-		-
Total revenues	$	-	$	4,476

~~For three months ended March 31, 2024, and the~~Cost ~~year~~of ~~ended December 31, 2023,~~ revenues ~~can be categorized into the following:~~

	March 31, 2024		December 31, 2023
Direct placement	$	-	$	78,458
Recruiting as a Service		-		169,976	*
Total revenues	$	-	$	243,434

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

* (the $169,976 was a result the difference between $78,458 and the other unidentified revenue accounts)10

~~Cost~~ Concentrations of ~~revenues~~credit risk

~~Cost~~Financial instruments ofwhich ~~revenue~~potentially subject the Company to credit risks consist primarily of ~~employee~~cash ~~costs~~and cash equivalents, ~~third~~and accounts receivable. ~~party~~Cash ~~staffing~~and ~~costs,~~cash ~~hosting~~equivalents ~~service~~are ~~fees,~~held ~~and~~in ~~other~~United ~~fees,~~States ~~outsourced~~financial ~~recruiter~~institutions. ~~fees~~At ~~and~~times ~~commissions~~such amounts may exceed federally insured limits.

10Stock-based compensation

~~Concentrations~~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 ~~credit~~the ~~risk~~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.

~~Financial instruments which potentially subject~~Recently ~~the~~Issued ~~Company~~Accounting 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.Pronouncements

~~Stock-based~~We have ~~compensation~~reviewed the FASB issued Accounting Standards Update (“ASU”) accounting pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.

~~We account for our stock-based compensation under~~Change 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~~account anprinciple 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.

~~Recently~~Commencing with ~~Issued~~the ~~Accounting~~second ~~Pronouncements~~quarter of 2022, the Company prospectively changed its accounting treatment for securities that contain predominantly, fixed rate conversion features by recording the derivative feature as a put premium on stock settled debt. See Note 7 for further discussion. The company believes this change in accounting principle is preferable as it applies a more consistent method of accounting for convertible notes that contain similar conversion features.

~~We have reviewed the FASB issued Accounting Standards~~NOTE ~~Update~~4 ~~(“ASU”)~~– ~~accounting~~BUSINESS pronouncements and interpretations thereof that have effectiveness dates during the periods reported and in future periods. The Company has carefully considered the new pronouncements that alter previous generally accepted accounting principles and does not believe that any new or modified principles will have a material impact on the corporation’s reported financial position or operations in the near term. The applicability of any standard is subject to the formal review of our financial management and certain standards are under consideration.COMBINATIONS

~~Change~~Interview Mastery inAsset ~~account principle~~ Purchase

~~Commencing~~On December 16, 2022, the Company entered into an Asset Purchase Agreement (the “APA”) with a related party, Interview Mastery Corporation (“Interview Mastery”), a Delaware corporation, by and through Michael R. Neece (“Neece”), the ~~second~~Company’s Chief ~~quarter~~Product Officer, and Caseridus, Inc. Under the terms of ~~2022~~the APA, the Company will pay the purchase price through the issuance of 1,000,000,000 (pre-reverse split) shares of the Company’s ~~prospectively~~common ~~changed~~stock ~~its~~to ~~accounting~~the ~~treatment~~stockholders ~~for~~of ~~securities~~Interview Mastery, valued at the stock price of $0.0002 on the acquisition date, that ~~contain~~vest ~~predominantly~~immediately for all of the business assets of Interview Mastery. An additional 1,000,000,000 ~~fixed~~(pre-reverse ~~rate~~split) ~~conversion~~shares ~~features~~of byCompany ~~recording~~common stock will be issued as compensation in consideration of Neece’s employment with the ~~derivative~~Company ~~feature~~which asshall vest over a ~~put~~four ~~premium~~(4) year period during which 250,000,000 (pre-reverse split) shares will vest on ~~stock~~the ~~settled~~first-year anniversary ~~debt.~~of ~~See~~Neece’s ~~Note 7~~employment, ~~for~~followed ~~further~~by ~~discussion.~~vesting ~~The~~in ~~company~~increments ~~believes~~of ~~this~~62,500,000 ~~change~~shares per quarter (3-month period) thereafter inuntil ~~accounting~~the ~~principle~~full amount is ~~preferable~~vested and all of which shall be contingent upon Neece’s continual employment with the Company. These shares were valued using the share price of $0.0002 at the date of acquisition, and they will be expensed as itstock-based ~~applies~~compensation based aon ~~more~~the ~~consistent~~vesting ~~method~~terms contingent upon continual employment of ~~accounting~~Neece. ~~for~~In ~~convertible~~connection ~~notes~~with ~~that~~the ~~contain~~APA, ~~similar~~the Company created a new board ~~conversion~~seat ~~features~~and offered this seat to Neece who was formally invited to join the Company’s Board of Directors.

~~NOTE~~The acquisition 4was –accounted ~~BUSINESS~~for ~~COMBINATIONS~~as a business combination in accordance with the acquisition method under the guidance in ASC 805-10 and 805-20. This business combination was accounted for as a related party acquisition, as Neece is the chief product officer of the Company.

~~Interview~~Accordingly, the ~~Mastery~~total ~~Asset~~purchase ~~Purchase~~consideration was allocated to net assets acquired based on their respective historical costs. The assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their historical costs as of the acquisition date.

On December 16, 2022, the Company entered into an Asset Purchase Agreement (the “APA”) with a related party, Interview Mastery Corporation (“Interview Mastery”), a Delaware corporation, by and through Michael R. Neece (“Neece”), the Company’s Chief Product Officer, and Caseridus, Inc. Under the terms of the APA, the Company will pay the purchase price through the issuance of 1,000,000,000 (pre-reverse split) shares of the Company’s common stock to the stockholders of Interview Mastery, valued at the stock price of $0.0002 on the acquisition date, that vest immediately for all of the business assets of Interview Mastery. An additional 1,000,000,000 (pre-reverse split) shares of Company common stock will be issued as compensation in consideration of Neece’s employment with the Company which shall vest over a four (4) year period during which 250,000,000 (pre-reverse split) shares will vest on the first-year anniversary of Neece’s employment, followed by vesting in increments of 62,500,000 shares per quarter (3-month period) thereafter until the full amount is vested and all of which shall be contingent upon Neece’s continual employment with the Company. These shares were valued using the share price of $0.0002 at the date of acquisition, and they will be expensed as stock-based compensation based on the vesting terms contingent upon continual employment of Neece. In connection with the APA, the Company created a new board seat and offered this seat to Neece who was formally invited to join the Company’s Board of Directors.11

The final ~~acquisition~~allocation ~~was~~of ~~accounted~~the ~~for~~purchase asprice ~~a business combination~~ in ~~accordance~~connection with the ~~acquisition~~Interview ~~method~~Mastery ~~under~~acquisition ~~the guidance in ASC 805-10 and 805-20. This business combination~~ was ~~accounted for~~calculated as ~~a related party acquisition, as Neece is the chief product officer of the Company.~~follows:

Accordingly, the total purchase consideration was allocated to net assets acquired based on their respective historical costs. The assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their historical costs as of the acquisition date.

Description	Fair Value		Weighted Average Useful Life (Years)
Cash	$	1,633
Prepaid expenses		997
Loss on acquisition – related party		197,370
	$	200,000

11Total acquisition costs incurred were $58,092 recorded as a component of General and administrative expenses. As a result of the business combination, the Company recognized a related party loss of $197,370 which is included in general and administrative expenses on the consolidated statements of operations during the year ended December 31, 2022.

~~The final allocation of the purchase price in~~Pro ~~connection~~Forma ~~with the Interview Mastery acquisition was calculated as follows:~~Information

Description	Fair Value		Weighted Average Useful Life (Years)
Cash	$	1,633
Prepaid expenses		997
Loss on acquisition – related party		197,370
	$	200,000

The results of operations of Interview Mastery will be included in the Company’s consolidated financial statements as of the date of acquisition through the current period end. The following supplemental pro-forma financial information approximate combined financial information assumes that the acquisition had occurred at the beginning of the years ended December 31, 2022 and 2021:

Total acquisition costs incurred were $58,092 recorded as a component of General and administrative expenses. As a result of the business combination, the Company recognized a related party loss of $197,370 which is included in general and administrative expenses on the consolidated statements of operations during the year ended December 31, 2022.

	December 31,			December 31,
	2022			2021
Revenue	$	198,982		$	216,367
Net Loss	$	(4,595,717	)	$	(287,779	)
Earnings (Loss) per common share, basic and diluted	$	-		$	(0.02	)

~~Pro~~NOTE 5 ~~Forma~~– ~~Information~~LOANS PAYABLE

~~The~~As a ~~results~~result of ~~operations~~the ofreverse ~~Interview~~merger ~~Mastery will~~that beoccurred ~~included~~on inMay ~~the~~4, ~~Company’s~~2022, ~~consolidated financial statements~~ as ofdiscussed ~~the~~in ~~date~~Note of1, ~~acquisition through~~ the ~~current~~Company ~~period~~assumed ~~end. The~~Loans ~~following~~1 ~~supplemental~~through ~~pro-forma~~5 ~~financial~~on ~~information approximate combined financial information assumes that~~ the ~~acquisition had~~table ~~occurred~~below atfrom ~~the beginning of the years ended December 31, 2022 and 2021:~~Cruzani.

	December 31,			December 31,
	2022			2021
Revenue	$	198,982		$	216,367
Net Loss	$	(4,595,717	)	$	(287,779	)
Earnings (Loss) per common share, basic and diluted	$	-		$	(0.02	)

The Cruzani loan payable balances are as follows:

NOTE 5 – LOANS PAYABLE

	Rate			June 30, 2024		December 31, 2023
Loan 1		1	%	$	42,000	$	27,000
Loan 2		1	%		3,000		3,000
Loan 3		8	%		64,000		64,000
Loan 4		8	%		160,500		160,500
Loan 5					-		-
Total				$	269,500	$	254,500

~~As a result~~ Annual maturities of the ~~reverse~~Cruzani ~~merger~~notes ~~that~~payable ~~occurred on~~are ~~May 4, 2022,~~ as ~~discussed in Note 1, the Company assumed Loans 1 through 5 on the table below from Cruzani.~~follows:

The Cruzani loan payable balances are as follows:

For the year ending	Amount
December 31, 2024		6,807
December 31, 2025		7,066
December 31, 2026		7,336
December 31, 2027		7,616
Thereafter		240,675
Total payments	$	269,500

	Rate			March 31, 2024		December 31, 2023
Loan 1		1	%	$	42,000	$	27,000
Loan 2		1	%		3,000		3,000
Loan 3		8	%		64,000		64,000
Loan 4		8	%		160,500		160,500
Loan 5		3.75	%		-		-
Total				$	269,500	$	254,500

~~Annual maturities~~Loans 1 through 5 are past due as of the ~~Cruzani~~issuance ~~notes~~of ~~payable~~these ~~are~~financial ~~as follows:~~statements.

For the year ending	Amount
December 31, 2024		6,807
December 31, 2025		7,066
December 31, 2026		7,336
December 31, 2027		7,616
Thereafter		240,675
Total payments	$	269,500

Loan 1) On May 30, 2013, and August 12, 2013, Cruzani received advances from a director for $2,000 and $25,000, respectively. On August 12, 2013, the Company entered into an unsecured, non-guaranteed, demand loan agreement with the director for $27,000. The loan bears interest at 1% per annum compounded monthly.

~~Loans~~Loan 2) 1On ~~through~~February 527, ~~are~~2014, ~~past~~and ~~due~~March as19, 2015, Cruzani received advances from a director of $6,000, and $10,200, respectively. During the year ~~issuance~~ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum ofcompounded ~~these~~and ~~financial~~calculated ~~statements~~monthly.

Loan 1 3) On ~~May~~September 3018, ~~2013~~2014, ~~and~~May ~~August 12~~29, ~~2013~~2015, ~~Cruzani~~ ~~received~~July ~~advances~~3, ~~from~~2015, aDecember ~~director for $~~2,~~000~~ ~~and $25~~2015,~~000,~~ ~~respectively.~~and OnJanuary ~~August 12~~4, ~~2013~~2016, ~~the~~Cruzani ~~Company~~ entered into an unsecured, non-guaranteed, loan ~~demand~~agreements ~~loan~~pursuant ~~agreement~~to ~~with~~which the ~~director~~Company ~~for~~received proceeds of $2735,000, $4,000, $5,000, $22,000, and $45,000, respectively. The ~~loan~~loans bear ~~bears~~ interest at 18% per annum compounded ~~monthly~~annually and are due 1 year after the date of issuance.

Loan 4) On December 4, 2014, January 29, 2015, August 12, 2015, August 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, Cruzani issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance.

Loan 5) 2Entities 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 ~~February~~July 15, 272020, ~~2014~~the Company received cash proceeds of $40,400 ~~and~~under ~~March~~this 19program. In addition, ~~2015~~in July 2020, ~~Cruzani~~ the Company received ~~advances~~$6,000 from the SBA as a ~~director~~COVID-19 ofEconomic $6Injury Disaster Loan Advance (the “EIDL Advance”). The proceeds can be used to fund payroll,~~000~~ healthcare benefits, rent and ~~$10~~other qualifying expenses,~~200,~~ ~~respectively~~and the loan is not subject to a loan forgiveness provision. ~~During~~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 ~~ended~~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 December 31, ~~2015~~2021, the amounts outstanding totaled $40,400, and was classified as part of notes payable on the consolidated balance sheet. Additionally, the Company ~~repaid~~entered into a security agreement with ~~$13~~the SBA in which this promissory note is collateralized by all tangible and intangible assets of the Company. On January 6,~~200~~ 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. Pursuant to an SBA Procedural Notice in December 2020, the EIDL Advance was forgiven. The ~~advances~~Company ~~are~~has ~~unsecured~~recognized the entire EIDL Advance amount of $6,000 ~~due~~as ongrant ~~demand~~income, ~~and~~which ~~bears~~is ~~interest~~included atin 1%other ~~per~~income ~~annum~~(expense) ~~compounded~~in ~~and~~the ~~calculated~~consolidated ~~monthly~~statement of operations for the year ended December 31, 2021.

~~Loan~~In February 3)2022, Onthe ~~September~~Company ~~18,~~agreed ~~2014,~~to ~~May~~the ~~29,~~first ~~2015,~~and ~~July~~second modifications of the EIDL Loan. The EIDL was modified to include additional 3,borrowings ~~2015~~of $269,200, ~~December~~which 2were received in full in February 2022. Periodic monthly payments have increased to $1,556 ~~2015~~in the first modification, and ~~January~~reduced 4to $1,506 ~~2016~~in the second modification. Additionally, ~~Cruzani~~the Company entered into ~~unsecured,~~an ~~non-guaranteed,~~amended ~~loan~~security ~~agreements~~agreement with ~~pursuant~~the toSBA in which ~~the Company~~this ~~received~~promissory ~~proceeds~~note, ofand ~~$35,000,~~the $4modifications,~~000,~~ ~~$5,000,~~is ~~$22,000,~~collateralized by all tangible and ~~$45,000,~~intangible ~~respectively.~~assets of the Company. The ~~loans~~balance ~~bear~~of ~~interest~~the ~~at 8%~~EIDL ~~per~~loan ~~annum compounded~~balance ~~annually~~at ~~and~~March ~~are~~31, ~~due~~2024, 1and ~~year~~December ~~after~~31, ~~the~~2023 ~~date~~$193,202 ofand ~~issuance~~$193,202, respectively.

~~Loan 4) On December 4, 2014, January 29, 2015,~~NOTE ~~August~~6 ~~12,~~– ~~2015,~~CONVERTIBLE ~~August~~NOTES 21, 2015, September 1, 2015, September 15, 2015, November 13, 2015, and December 23, 2015, Cruzani issued unsecured notes payable of $20,000, $20,000, $20,000, $25,000, $40,000, $25,000, $30,000 and $10,000, respectively, to a significant shareholder. The notes bear interest at an annual rate of 8% per annum, are uncollateralized, and due 1 year after the date of issuance.

Loan 5) 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~~following ~~loan~~table issummarizes ~~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~~convertible ~~schedule~~notes ~~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 ~~December~~June 3130, ~~2021~~2024, ~~the amounts outstanding totaled $40,400,~~ and was classified as part of notes payable on the consolidated balance sheet. Additionally, the Company entered into a security agreement with the SBA in which this promissory note is collateralized by all tangible and intangible assets of the Company. 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. Pursuant to an SBA Procedural Notice in December ~~2020,~~ the EIDL Advance was forgiven. The Company has recognized the entire EIDL Advance amount of $6,000 as grant income, which is included in other income (expense) in the consolidated statement of operations for the year ended December 31, ~~2021.~~2023:

							Put Premium
	June 30,			December 31,			On Stock
Creditor	2024			2023			Settled Debt
Frondeur	$	16,083		$	123,793		$	16,083
Kings Wharf		46,900			42,200			-
1800 Diagonal Lending		152,000			117,000			40,000
Trillium		124,000			-			124,000
Matterhorn		-			8,454			-
Travel Data Solutions		-			125,000			-
Third Party *		40,099			230,232			25,601
Total		379,083			646,679			205,684
Less: Debt discount		(273,330	)		(206,570	)
Total Convertible notes payable	$	105,753		$	440,109

~~NOTE 6 – CONVERTIBLE NOTES~~ 13

~~The following table summarizes the convertible~~Frondeur ~~notes as of March 31, 2024, and December 31, 2023:~~

							Put Premium
	March 31,			December 31,			On Stock
Creditor	2024			2023			Settled Debt
Frondeur	$	30,000		$	123,793		$	30,000
Kings Wharf		42,200			42,200			-
Diagonal Lending		117,000			117,000			-
Trillium		-			-			30,000
Matterhorn		-			8,454			-
Travel Data Solutions		-			125,000			-
Third Party *		236,960			230,232			176,570
Total		426,160			646,679			236,570
Less: Debt discount		(236,570	)		(206,570	)
Total Convertible notes payable	$	189,590		$	440,109

Between June 1, 2022 and December 1, 2022, the Company entered into several convertible notes with Frondeur Partners, LLC bearing interest at 10% per annum and totaling $160,000. These convertible notes are convertible between 50% and 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. During the years ended December 31, 2023 and 2022,the lender opted to convert certain portions of the note into shares of the Company’s common stock. Through March 31, 2024, the Company issued three convertible notes. The total principal amount of these notes is $30,000. They bear interest at 12% and are due in full at October 31, 2024, November 30, 2024 and December 31, 2024, respectively. Due to these conversions, the remaining principal balances at June 30, 2024, and December 31, 2023, was $16,083 and $123,793, respectively.

13Between November 1, 2021 and May 1, 2022, Cruzani entered into several convertible notes with Frondeur Partners, LLC bearing interest at 10% per annum and totaling $175,000. These convertible notes were convertible at 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of December 31, 2022, these convertible notes were converted into shares of the Company’s common stock.

~~Frondeur~~During the three months ended March 31, 2024, the Company issued three additional convertible notes to Fondeur. The aggregate principal amount of these notes is $30,000, and the notes are dated January 1, 2024 ($10,000), February 1, 2024 ($10,000) and March 1, 2024 ($10,000). They bear interest at 12% and are due in full at October 31, 2024, November 30, 2024 and December 31, 2024, respectively. During Due to these conversions, the remaining principal balances at June 30, 2024, and December 31, 2023, was $16,083 and $123,793, respectively. The Company granted 150,000 warrants to purchase 150,000 shares of the Company’s common stock with these convertible notes. These warrants have an exercise price of $0.0001 and a term of five years.

~~Between June 1, 2022 and December 1, 2022, the~~Kings Company entered into several convertible notes with Frondeur Partners, LLC bearing interest at 10% per annum and totaling $160,000. These convertible notes are convertible between 50% and 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. During the years ended December 31, 2023 and 2022,the lender opted to convert certain portions of the note into shares of the Company’s common stock. Through March 31, 2024, the Company issued three convertible notes. The total principal amount of these notes is $30,000. They bear interest at 12% and are due in full at October 31, 2024, November 30, 2024 and December 31, 2024, respectively. Due to these conversions, the remaining principal balances at March 31, 2024, and December 31, 2023, was $30,000 and $123,793, respectively.Wharf

~~Between~~On October ~~November 1~~19, ~~2021 and May 1,~~ 2022, ~~Cruzani~~ the Company entered into ~~several~~a convertible ~~notes~~note with ~~Frondeur~~King ~~Partners,~~Wharf ~~LLC~~Opportunities Fund bearing interest at 108% ~~per~~totaling ~~annum~~$275,000. The ~~and~~note ~~totaling~~included an original issue discount of $~~175~~25,000. ~~These~~This convertible ~~notes~~ ~~were~~note is convertible at 70the lesser of $0.0001 or 50% of the lowest ~~close~~trading ~~bid~~ price of the Company’s stock price for a ~~twenty~~thirty day period. ~~These~~ The embedded conversion option of the convertible note ~~notes~~contains ~~were~~conversion ~~accounted~~features that qualify for embedded derivative classification as ~~stock~~a ~~settled~~result ~~debt~~of invariable ~~accordance~~conversion ~~with~~price ~~ASC~~features, which ~~480~~is -not ~~“Distinguishing~~a ~~Liabilities~~fixed ~~from~~discount ~~Equity”~~rate. See Note 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, ~~resulting~~Eddie inAizman, ~~put~~and ~~premiums~~President, Michael Lakshin. Additionally, on ~~stock~~October ~~settled~~19, ~~debt~~2022, ~~being~~both ~~recognized~~Mr., ~~See~~Aizman ~~Note~~and 7Mr. AsLakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. During the years ended December 31, 2023 and 2022, ~~these~~the ~~convertible~~lender ~~notes~~opted ~~were~~to ~~converted~~ convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at June 30, 2024, and December 31, 2023, was $46,900 and $42,200, respectively.

~~During the three months ended March 31, 2024, the Company issued three~~1800 ~~additional~~Diagonal convertible notes to Fondeur. The aggregate principal amount of these notes is $30,000, and the notes are dated January 1, 2024 ($10,000), February 1, 2024 ($10,000) and March 1, 2024 ($10,000). They bear interest at 12% and are due in full at October 31, 2024, November 30, 2024 and December 31, 2024, respectively. During Due to these conversions, the remaining principal balances at March 31, 2024, and December 31, 2023, was $30,000 and $123,793, respectively. The Company granted 150,000 warrants to purchase 150,000 shares of the Company’s common stock with these convertible notes. These warrants have an exercise price of $0.0001 and a term of five years.Lending

~~Kings~~November 10, ~~Wharf~~2023, the Company entered into a convertible note with 1800 Diagonal Lending bearing interest at 10% totaling $77,000. This convertible note is convertible at the lesser of $0.0001 or 61% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that quality for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. The outstanding remaining principal balances at June 30, 2024, and December 31, 2023, was $112,000 and $77,000, respectively.

~~On October 19~~December 12, ~~2022~~2023, the Company entered into a convertible note with ~~King~~1800 ~~Wharf~~Diagonal ~~Opportunities~~Lending ~~Fund~~ bearing interest at 810% totaling $~~275~~40,000. ~~The note included an original issue discount of $25,000.~~ This convertible note is convertible at the lesser of $0.0001 or 5061% of the lowest trading price of the Company’s stock price for a thirty -day period. The embedded conversion option of the convertible note contains conversion features that ~~qualify~~quality for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. ~~See~~The ~~Note~~outstanding 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman, and President, Michael Lakshin. Additionally, on October 19, 2022, both Mr., Aizman and Mr. Lakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. During the years ended December 31, 2023 and 2022, the lender opted to convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at ~~March~~ 31June 30, 2024, and December 31, 2023, was $4240,~~200~~000 and $4240,~~200~~000, respectively.

During the six months ended June 30, 2024, the Company entered into a convertible note with 1800 Diagonal Lending bearing interest at 10% totaling $35,000. This convertible note is convertible at the lesser of $0.0001 or 61% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that quality for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. The outstanding remaining principal balances at June 30, 2024, and December 31, 2023, was $35,000 and $0, respectively.

November 10, 2023, the Company entered into a convertible note with Diagonal Lending bearing interest at 10% totaling $77,000. This convertible note is convertible at the lesser of $0.0001 or 61% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that quality for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. The outstanding remaining principal balances at March 31, 2024, and December 31, 2023, was $77,000 and $77,000, respectively.14

December 12, 2023, the Company entered into a convertible note with Diagonal Lending bearing interest at 10% totaling $40,000. This convertible note is convertible at the lesser of $0.0001 or 61% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that quality for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. The outstanding remaining principal balances at March 31, 2024, and December 31, 2023, was $40,000 and $40,000, respectively.Trillium

Between May 25, 2021 and July 6, 2021, Cruzani entered into two convertible notes with Trillium Partners, LP bearing interest at 10% per annum and totaling $44,000. These convertible notes were convertible at a fixed price of $0.0001. During the years ended December 31, 2023 and 2022, the lender opted to convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at June 30, 2024, and December 31, 2023, was $0 and $0.

Between June ~~May 25~~1, ~~2021~~2022 and ~~July~~December 6, ~~2021~~2022, ~~Cruzani~~ the Company entered into ~~two~~several convertible notes with Trillium Partners, LP bearing interest at between 10% and 12% per annum and totaling $44332,~~000~~800. These convertible notes ~~were~~are convertible at a fixed price ofbetween $0.0001. and $0.0002. During the years ended December 31, 2023 and 2022, the lender opted to convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at ~~March 31~~June 30, 2024, and December 31, 2023, was $0 and $0, respectely.

~~Between~~On October ~~June 1~~19, 2022 ~~and December 6~~, ~~2022,~~ the Company entered into ~~several~~a convertible ~~notes~~note with Trillium Partners, LP bearing interest ~~between~~at 108% ~~and~~totaling ~~12%~~$275,000. ~~per~~The note ~~annum~~included ~~and~~an ~~totaling~~ original issue discount of $~~332~~25,~~800~~000. ~~These~~This convertible ~~notes~~ ~~are~~note is convertible at athe ~~fixed~~lesser ~~price~~of ~~between~~ $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty day period. The embedded conversion option of the convertible note contains conversion features that qualify for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. See Note 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman, and $0President, Michael Lakshin.~~0002~~ Additionally, on October 19, 2022, both Mr., Aizman and Mr. Lakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. During the years ended December 31, 2023 and 2022, the lender opted to convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at ~~March~~June 3130, 2024, and December 31, 2023, was $062,000 and $0, ~~respectely~~respectively.

OnDuring the ~~October~~six 19months ended June 30, ~~2022~~2024, the Company entered into a four additional convertible ~~note~~notes with Trillium Partners, LP bearing interest of at10% 8to 12% totaling $~~275~~62,000. ~~The~~These ~~note~~notes ~~included~~include an original issue ~~discount~~discounts of totaling $257,000. ~~This~~These ~~convertible~~ note ishave 6 months maturity dates and are convertible at the lesser of $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty day period. The embedded conversion option of the convertible note contains conversion features that qualify for embedded ~~derivative~~ derivative classification as a result of variable conversion price features, which is not a fixed discount rate. ~~See~~The Note 8. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman, and President, Michael Lakshin. Additionally, on October 19, 2022, both Mr., Aizman and Mr. Lakshin, entered into pledge agreements in which they each have agreed to secure the Company’s payment obligations to the lender with a guaranty and a pledge of 163,461 shares of Series G preferred stock of the Company, for a total of 326,922 shares of Series G Preferred Stock. During the years ended December 31, 2023 and 2022, the lender opted to convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at ~~March 31~~June 30, 2024, and December 31, 2023, was $062,000 and $0, respectively.

14Matterhorn

On August 15, 2023, the Company entered into a convertible note with Matterhorn Partners LLC bearing interest at 12% totaling $25,000. The note included an original issue discount of $4,000. This convertible note is convertible at the lesser of $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that quality for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman and President, Michael Lakshin. During the years ended December 31, 2023 and 2022, the lender opted to convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at June 30, 2024, and December 31, 2023, was $ 0 and $8,454, respectively.

~~On August 15, 2023, the Company entered into a~~Travel ~~convertible~~Data note with Matterhorn Partners LLC bearing interest at 12% totaling $25,000. The note included an original issue discount of $4,000. This convertible note is convertible at the lesser of $0.0001 or 50% of the lowest trading price of the Company’s stock price for a thirty-day period. The embedded conversion option of the convertible note contains conversion features that quality for embedded derivative classification as a result of variable conversion price features, which is not a fixed discount rate. This convertible note is fully guaranteed by the Company’s Chief Executive Officer, Eddie Aizman and President, Michael Lakshin. During the years ended December 31, 2023 and 2022, the lender opted to convert certain portions of the note into shares of the Company’s common stock. Due to these conversions, the remaining principal balances at March 31, 2024, and December 31, 2023, was $ 0 and $8,454, respectively.Solutions

On November 18, 2017, Cruzani entered into a convertible promissory note for $25,000 with Travel Data Solutions, Inc., pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agree upon conversion price, bearing interest rate at 10% per annum and due on November 30, 2019. During January and February 2018, the Company received an additional $75,000 under the same terms as the previously issued convertible promissory note. During the year ended December 31, 2023, the balance of the note was converted into shares of the Company’s common stock. As of June 30, 2024, and December 31, 2023, the outstanding balance was $ 0 and $125,000, respectively.

On November 18, 2017, Cruzani entered into a convertible promissory note for $25,000 with Travel Data Solutions, Inc., pursuant to which the Company received proceeds of $25,000. The notes are convertible at any time after September 13, 2018 at a mutually agree upon conversion price, bearing interest rate at 10% per annum and due on November 30, 2019. During January and February 2018, the Company received an additional $75,000 under the same terms as the previously issued convertible promissory note. During the year ended December 31, 2023, the balance of the note was converted into shares of the Company’s common stock. As of March 31, 2024, and December 31, 2023, the outstanding balance was $ 0 and $125,000, respectively.15

Third Party

As a result of the reverse merger that occurred on May 4, 2022, as discussed in Note 1, the Company assumed convertible notes from Cruzani (1-3 below). Convertible debt outstanding during the three months ended March 31, 2024, and the year ended December 31, 2023, consist of the following:

Between May 20, 2020 and October 1, 2021, Cruzani entered into several convertible notes with Livingston Asset Management bearing interest at 10% per annum and totaling $331,600. These convertible notes were convertible at 70% of the lowest close bid price of the Company’s stock price for a twenty day period. These convertible notes were accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. As of December 31, 2022, these convertible notes were converted into shares of the Company’s common stock.

On November 17, 2021, Cruzani entered into a convertible note with Oscaleta Partners, LLC bearing interest at 10% per annum and totaling $11,000. This convertible note was convertible at 50% of the lowest close bid price of the Company’s stock price for a twenty day period. This convertible note was accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in a put premium on stock settled debt being recognized. As of December 31, 2022, the convertible note was converted into shares of the Company’s common stock.

3) On July 7, 2020, the Company issued a $84,681 convertible promissory note to a third party 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%). This convertible note was accounted for as stock settled debt in accordance with ASC 480 - “Distinguishing Liabilities from Equity”, resulting in put premiums on stock settled debt being recognized. See Note 7. As of December 31, 2022, this convertible note is in default and the principal and accrued interest balance remain outstanding. During the year ended December 31, 2023, the Company had additional borrowings of $6,728. As of ~~March~~June 3130, 2024, and December 31, 2023, the outstanding balance was $~~236~~40,~~960~~099 and $230,232, respectively

15NOTE 7 – PUT PREMIUM ON STOCK SETTLED DEBT

~~NOTE~~At the end of the quarter ended June 30, 2022, the Company decided to adopt ASC 480- “Distinguishing Liabilities from Equity.” When they enter into convertible notes, some of which contain, predominantly, fixed rate conversion features (See Note 7 –for ~~PUT~~conversion terms), ~~PREMIUM~~whereby ONthe ~~STOCK~~outstanding ~~SETTLED~~principal and accrued interest may be converted by the holder, into common shares at a fixed discount ~~DEBT~~to the market price of the common stock at the time of conversion. This results in a fair value of the convertible note being equal to a fixed monetary amount. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a put premium on the consolidated balance sheets, as applicable, on the note date with a charge to interest expense.

~~At the end of the quarter ended June 30, 2022,~~The ~~the~~put ~~Company~~premiums ~~decided~~are toexpensed ~~adopt~~on ~~ASC~~issuance ~~480- “Distinguishing Liabilities from Equity.” When they enter into convertible notes, some~~ of ~~which contain, predominantly, fixed rate conversion features (See Note 7 for conversion terms), whereby~~ the ~~outstanding~~debt ~~principal~~with ~~and accrued interest may be converted by~~ the ~~holder,~~liability ~~into~~released ~~common shares at a fixed discount~~ to ~~the~~additional ~~market~~paid ~~price~~in ofcapital ~~the~~on ~~common stock at the time of~~ conversion. ~~This results in a fair value~~ of the ~~convertible note being equal to a fixed monetary amount~~principal. The Company records the convertible note liability at its fixed monetary amount by measuring and recording a put premium on the consolidated balance sheets, as applicable, on the note date with a charge to interest expense.

~~The~~In previous ~~put~~years, ~~premiums~~the ~~are~~Company ~~expensed~~had onrecorded ~~issuance~~such ofitems ~~the~~as derivative liabilities (See Note 8). Thus, there was a charge to put premium on stock settled debt ~~with~~and ~~the~~a decrease to derivative liability ~~released~~for all convertible debt determined to ~~additional~~have ~~paid~~fixed inrate ~~capital~~conversion options. On a going-forward basis, all put premiums will be recorded as a liability as put premium on ~~conversion~~stock ofsettled debt on the consolidated ~~principal~~balance sheets with a charge to interest expense.

~~In previous years, the Company had recorded~~The ~~such~~company ~~items~~believes asthis ~~derivative~~change ~~liabilities~~in ~~(See~~accounting ~~Note~~principles ~~8).~~in ~~Thus,~~preferable ~~there~~as ~~was~~it applies a ~~charge~~more toconsistent ~~put~~method ~~premium~~of onaccounting ~~stock settled debt and a decrease to derivative liability~~ for ~~all~~ convertible notes ~~debt~~that ~~determined~~contain tosimilar ~~have~~conversion ~~fixed~~features. ~~rate~~This ~~conversion~~accounting ~~options.~~change Onresulted in a ~~going-forward~~gain ~~basis,~~on ~~all~~new ~~put premiums~~methodology ~~will~~for beaccounting ~~recorded~~for asdebt conversion afeatures ~~liability~~of as$0 ~~put~~and ~~premium~~$27,856 on ~~stock~~the ~~settled~~statement ~~debt~~of onoperations for the ~~consolidated~~years ~~balance~~ended ~~sheets~~December ~~with~~31, a2023 ~~charge~~and ~~to interest~~December ~~expense~~31, 2022, respectively.

The company believes this change in accounting principles in preferable as it applies a more consistent method of accounting for convertible notes that contain similar conversion features. This accounting change resulted in a gain on new methodology for accounting for debt conversion features of $0 and $27,856 on the statement of operations for the years ended December 31, 2023 and December 31, 2022, respectively.16

NOTE 8 – DERIVATIVE LIABILITIES

Commencing with the second quarter of 2022, the Company changed its accounting treatment for securities that contain predominantly, fixed rate conversion features by recording the derivative feature as a put premium on stock settled debt.

The embedded conversion options of certain of the Company’s convertible debentures summarized in Note 6 contain variable conversion features that qualify for embedded derivative classification under ASC 815-15 Embedded Derivatives. The fair value of these liabilities is re-measured at the end of every reporting period and the change in fair value is reported in the statement of operations as a gain or loss on derivative financial instruments.

The table below sets forth a summary of changes in the fair value of the Company’s Level 3 financial liabilities:

	Total
Balance as of December 31, 2021	$	110,992
Change Due to Issuances		2,718,645
Transfer to put premium		(112,537	)
Change in fair value		(544,850	)
Balance as of December 31, 2022		2,172,250
Change Due to Issuances		(4,035,300	)
Transfer to put premium		651,156
Change in fair value		1,645,712
Balance as of December 31, 2023		433,818
Change in fair value		~~386~~144,~~126~~545
Balance as of March 31, 2024	$	819,944
Balance as of June 30, 2024	$	578,363

The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are share price, expected volatility and the expected option term (the time from the issuance date until the maturity date). The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interest rate is based on the yield from governmental zero-coupon bonds with an equivalent term. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement.

16The following table shows the assumptions used in the calculations of its derivatives:

The following table shows the assumptions used in the calculations of its derivatives:

	June 30, 2024	December 31, 2023
Stock price	$0.0001 - $0.1500	$0.0001 - $0.1500
Exercise price	$0.00003 - $0.2572	$0.00003 - $0.2572
Contractual term (in years)	7.00 – 0.025	7.00 – 0.025
Volatility (annual)	174% - 2068%	174% - 2068%
Risk-free rate	4.41% - 5.57%	4.41% - 5.57%

	March 31, 2024	December 31, 2023
Stock price	$0.0001 - $0.1500	$0.0001 - $0.1500
Exercise price	$0.00003 - $0.2572	$0.00003 - $0.2572
Contractual term (in years)	7.00 – 0.025	7.00 – 0.025
Volatility (annual)	174% - 2068%	174% - 2068%
Risk-free rate	4.41% - 5.57%	4.41% - 5.57%

NOTE 9 – RELATED PARTY TRANSACTIONS

~~NOTE~~For the six months ended June 30, 2024, and the year ended December 31, 2023, expenses of $9,693 –and ~~RELATED~~$38,771 ~~PARTY~~were ~~TRANSACTIONS~~incurred for recruitment services by an entity owned by Michael Neece, Chief Product Officer.

~~For~~ Per the ~~three~~agreement ~~months~~with ~~ended~~Michael ~~March 31~~Neece, ~~2024~~a salary of $12,500 and a bonus of $4,167 was accrued for the year ended December 31, 2022. For the year ended December 31, 2023, ~~expenses~~an ofadditional $9150,~~693~~000 in salary and a bonus of $3850,~~771~~000 ~~were~~was ~~incurred~~accrued. ~~for~~For ~~recruitment~~the ~~services~~six bymonths anended ~~entity~~June ~~owned~~30, 2024, byan ~~Michael Neece~~additional $75,000 ~~Chief~~in ~~Product~~salary ~~Officer~~was accrued.

~~Per~~On December ~~the~~16, ~~agreement with Michael Neece~~2022, ~~a salary of $12~~Bowmo,~~500~~ ~~and~~Inc. a(the ~~bonus~~“Company”) ofentered ~~$4,167~~into ~~was~~an ~~accrued~~Asset ~~for~~Purchase Agreement (the ~~year~~“APA”) ~~ended~~with ~~December~~a 31related party, ~~2022.~~Interview ~~For~~Mastery ~~the~~Corporation ~~year~~(“Interview ~~ended December 31~~Mastery”), ~~2023,~~a anDelaware ~~additional $150~~corporation,~~000~~ inby ~~salary~~ and athrough ~~bonus~~Michael ofR. ~~$50,000~~Neece ~~was~~(“Neece”) and ~~accrued~~Caseridus, Inc. ~~For~~Michael Neece, the ~~three~~seller ~~Months~~of ~~ended~~Interview ~~March 31~~Mastery, ~~2024,~~is ~~and~~the ~~additional~~chief ~~$37,500~~product inofficer ~~salary~~of ~~was accrued~~the Company.

OnThrough June ~~December~~30, 162024, ~~2022~~the Company owed Eddie Aizman and Michael Lakshin compensation based on their employment agreements; the agreements provide for annual salaries of $180,000 ~~Bowmo~~and $200,000, ~~Inc~~respectively commencing on September 6, 2022. (During the ~~“Company”)~~year ended December 31, 2022, ~~entered~~salaries ~~into~~of an$57,205 ~~Asset~~and ~~Purchase~~$63,562, ~~Agreement~~were ~~(the~~accrued ~~“APA”)~~for ~~with~~Eddie aAizman ~~related~~and ~~party~~Michael Lakshin, ~~Interview~~respectively. ~~Mastery~~During ~~Corporation~~the ~~(“Interview~~six months ended June 30, ~~Mastery”)~~2024, aand ~~Delaware~~the ~~corporation,~~year byended ~~and~~December ~~through~~31, ~~Michael~~2023, R.salaries ~~Neece~~of ~~(“Neece”)~~$180,000 and ~~Caseridus~~$200,000, ~~Inc.~~were accrued for Eddie Aizman and Michael ~~Neece~~Lakshin, ~~the~~respectively ~~seller~~on an annualized basis. As of ~~Interview~~June ~~Mastery~~30, is2024, the ~~chief~~total ~~product~~due ~~officer~~to ofEddie ~~the~~Aizman ~~Company~~and Michal Lakshin is $327,205 and $363,562, respectively.

~~Through~~On July ~~March 31~~8, ~~2024~~2019, the Company ~~owed~~executed ~~Eddie Aizman~~an ~~and Michael Lakshin compensation based on their~~ employment ~~agreements;~~agreement ~~the~~with ~~agreements~~Conrad ~~provide for annual salaries of $180,000 and $200,000, respectively commencing on September 6, 2022~~Huss. ~~During~~The ~~the~~agreement ~~year~~provides ~~ended December 31, 2022, salaries of $57,205 and $63,562, were accrued~~ for ~~Eddie~~a ~~Aizman~~salary ~~and Michael Lakshin, respectively. During the three months ended March 31, 2024, and the year ended December 31, 2023, salaries~~ of $~~180~~10,000 ~~and~~per ~~$200,000, were accrued for Eddie Aizman and Michael Lakshin, respectively on an annualized basis~~month. As As of ~~March~~June 3130, 2024, ~~the~~no ~~total~~additional ~~due~~amounts tohave ~~Eddie~~been ~~Aizman~~credited ~~and~~to ~~Michal~~accrued ~~Lakshin is $282,205 and $313,562, respectively~~compensation.

On July 8, 2019, the Company executed an employment agreement with Conrad Huss. The agreement provides for a salary of $10,000 per month. As of March 31, 2024, no additional amounts have been credited to accrued compensation.17

NOTE 10 – COMMON STOCK

The Company has been authorized to issue 40,000,000,000 shares of common stock, $0.00001 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.

During the year ended December 31, 2022, the Company issued 18,094,721,962 (pre-reverse split) shares of common stock for the extinguishment of convertible debt.

During the year ended December 31, 2023, the Company issued 6,364,768,689 (post-reverse split) shares of common stock for the extinguishment of convertible debt.

During the three and six months ended ~~March~~June 3130, 2024, the Company issued 5653,~~020~~520,~~716~~730 and 82,937,180 shares of common stock respectively for the extinguishment of convertible debt.

As of ~~March~~June 3130, 2024, the Company had ~~109~~136,~~541~~458,~~546~~ 010 shares of common stock outstanding.

Acquisition of Interview Mastery

As discussed in Note 4, on December 16, 2022, the Company acquired Interview Mastery at a purchase price of 1,000,000,000 (pre-reverse split) shares of the Company’s common stock, valued at $200,000 using the stock price on the acquisition date. As of ~~March~~June 3130, 2024 and December 31, 2023, these shares have not been issued and are recorded as a liability within accrued expenses on the consolidated balance sheet.

Michael Neece employment agreement

On December 16, 2022, the Company entered into an employment agreement with Michael Neece, Chief Product Officer. Under the agreement, 1,000,000,000 (pre-reverse split) shares of Company common stock will be issued as compensation in consideration of Neece’s employment with the Company which shall vest over a four (4) year period during which 250,000,000 (pre-reverse split) shares will vest on the first-year anniversary of Neece’s employment, followed by vesting in increments of 62,500,000 (pre-reverse split) shares per quarter (3-month period) thereafter until the full amount is vested and all of which shall be contingent upon Neece’s continual employment with the Company. These shares were valued using the share price of $0.0002 at the date of acquisition, and they will be expensed as stock-based compensation based on the vesting terms contingent upon continual employment of Neece. As of December 31, 2023 and December 31, 2022, 250,000 and ~~250,000~~0 shares have vested, respectively.

17NOTE 11 – WARRANTS

~~NOTE~~In connection 11with –the ~~WARRANTS~~issuance of convertible notes to Trillium and Fondeur, the Company issued 38,650,000 post-reverse split) common stock purchase warrants to purchase 38,650,000 shares of the Company’s common stock pursuant to the terms therein as a commitment fee. During the three months ended March 31, 2024, the Company, in connection with the three additional notes issued to Fondeur, granted the issuance of an additional 150,000 warrants to purchase 150,000 shares of the Company’s common stock.

InThese warrants ~~connection~~have ~~with~~an ~~the~~exercise ~~issuance~~price ofper ~~convertible~~share ~~notes~~between to$0.025- ~~Trillium~~$0.0010 ~~and Fondeur,~~ the ~~Company~~above ~~issued 38,650,000~~and ~~post-reverse~~expire ~~split)~~between ~~common~~five ~~stock~~and ~~purchase~~seven ~~warrants~~years. toThe ~~purchase 38,650,000~~aggregate ~~shares~~fair value of the ~~Company’s~~ ~~common~~warrants, ~~stock~~which ~~pursuant~~was toallocated against the ~~terms~~debt ~~therein~~proceeds astotaled a$596,927 based ~~commitment~~on ~~fee.~~the ~~During~~Black Scholes Merton pricing model using the ~~three~~following ~~months~~estimates: ~~ended~~exercise ~~March~~price ~~31,~~ranging ~~2024~~from $0.00025 and $0.0025, 2.50% ~~the~~to ~~Company~~4.28% risk free rate, 266.74% into ~~connection~~699.48% ~~with~~volatility ~~the~~and ~~three~~expected ~~additional~~life ~~notes~~of ~~issued~~the warrants of 5 to 7 years. ~~Fondeur,~~The ~~granted~~fair ~~the~~value ~~issuance~~was ofcredited anto additional paid ~~150,000~~in ~~warrants~~capital and debited to ~~purchase~~debt ~~150,000 shares~~discount ofto be amortized over the ~~Company’s~~term ~~common~~of ~~stock~~the loan.

These warrants have an exercise price per share between $0.025- $0.001 the above and expire between five and seven years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $596,927 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.0025 and $0.025, 2.50% to 4.28% risk free rate, 266.74% to 699.48% volatility and expected life of the warrants of 5 to 7 years. The fair value was credited to additional paid in capital and debited to debt discount to be amortized over the term of the loan.18

A summary of the status of the Company’s outstanding stock warrants and changes during the periods is presented below:

	Shares available to purchase with warrants*		Weighted Average Price		Weighted Average Remaining life
Outstanding, December 31, 2023		38,650,000	$	0.001	$	6.54
Issued		39,150,000		0.001		-
Exercised		-		-		-
Forfeited		-		-		-
Expired		-		-		-
Outstanding, March 31, 2024		38,800,000	$	0.001	$	6.56
Outstanding, June 30, 2024		77,800,000	$	0.001	$	6.45
Exercisable, March 31, 2024		38,800,000	$	0.001	$	6.56
Exercisable, June 30, 2024		77,800,000	$	0.001	$	6.45

*The Company ~~Post~~uses ~~reverse~~Level ~~split~~3 ~~shares~~inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

The Company uses Level 3 inputs for its valuation methodology for its conversion option liabilities as their fair values were determined by using the Binomial option pricing model based on various assumptions. The model incorporates the price of a share of the Company’s common stock (as quoted on the Over the Counter Bulletin Board), volatility, risk free rate, dividend rate and estimated life. Significant changes in any of these inputs in isolation would result in a significant change in the fair value measurement. As, required, these are classified based on the lowest level of input that is significant to the fair value measurement. The following table shows the assumptions used in the calculations:

Range of Exercise Prices		Number Outstanding June 30, 2024				Weighted Average Remaining Contractual Life		Weighted Average Exercise Price
$0.025-0.0010			77,800,000			6.45 years		$	0.0001

Range of Exercise Prices		Number Outstanding December 31, 2023				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price
$0.025-0.0010			38,800,000				6.56 years			$	0.001

NOTE 12 – PREFERRED STOCK

~~NOTE~~Series AA 12and –Super ~~PREFERRED~~Convertible ~~STOCK~~Preferred Stock, has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the conversion rate of one share of common stock for one share of Preferred Stock.

~~Series~~As of AAJune ~~and~~30, ~~Super Convertible Preferred Stock~~2024, ~~has~~and aDecember ~~par~~31, ~~value of $0.001~~2023, ~~may~~there beare ~~converted~~0 atand ~~the~~0 ~~holder’s election into~~ shares of ~~common~~Series ~~stock~~AA atand ~~the~~Super ~~conversion rate~~preferred ~~of one share of common~~ stock ~~for~~outstanding, ~~one share of Preferred Stock~~respectively.

AsSeries A ofConvertible ~~March~~Preferred 31Stock, ~~2024,~~has ~~and~~a ~~December~~par ~~31,~~value ~~2023~~of $0.01, ~~there~~may be converted at the holder’s election into shares of common ~~are~~stock 0at ~~and~~the 0conversion rate of ten shares of common stock for one share of Series AAA ~~and~~Preferred ~~Super~~Stock. ~~preferred~~Each share is entitled to 10 votes, voting with the common stock ~~outstanding~~as a single class, ~~respectively~~has liquidation rights of $2.00 per share and is not entitled to receive dividends.

18As of June 30, 2024, and December 31, 2023, there are 3,381,520 and 3,381,520 shares of Series A preferred stock outstanding, respectively.

Series B A Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ~~ten~~4,000 shares of common stock for one share of Series AB Preferred Stock. Each share is entitled to 10 4,000 votes, voting with the common stock as a single class, has liquidation rights of $20.0001 per share and is not entitled to receive dividends.

As of ~~March~~June 3130, 2024, and December 31, 2023, there are 35,~~381,520~~000 and 35,~~381,520~~000 shares of Series AB preferred stock outstanding, respectively.

Series C B Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of ~~4,000~~ 400 shares of common stock for one share of Series BC Preferred Stock. Each share is entitled to ~~4,000~~400 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is ~~not~~ entitled to receive four hundred times the dividends declared and paid with respect to each share of Common Stock.

As of ~~March~~June 3130, 2024, and December 31, 2023, there are 5,000,000 and 5,000,000 shares of Series BC preferred stock outstanding, respectively.

Series C Convertible Preferred Stock, has a par value of $0.01, may be converted at the holder’s election into shares of common stock at the conversion rate of 400 shares of common stock for one share of Series C Preferred Stock. Each share is entitled to 400 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is entitled to receive four hundred times the dividends declared and paid with respect to each share of Common Stock.19

AsSeries D ofConvertible ~~March~~Preferred 31Stock, ~~2024,~~has ~~and~~a ~~December~~par ~~31,~~value ~~2023~~of $0.0001, ~~there~~may be converted at a ratio of the Stated Value plus dividends accrued ~~are~~but 5unpaid divided by the fixed conversion price of $0.0015,~~000~~ which conversion price is subject to adjustment. Series D is non-voting,~~000~~ has ~~and~~liquidation 5rights to be paid in cash,~~000~~ before any payment to common or junior stock,~~000~~ ~~shares~~140% of ~~Series~~the CStated ~~preferred~~Value ~~stock~~($2.00) ~~outstanding,~~per ~~respectively~~share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends.

~~Series~~As of DJune ~~Convertible Preferred Stock~~30, ~~has~~ ~~a par value of $0.0001~~2024, ~~may~~and beDecember ~~converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion price of $0.0015~~31, ~~which conversion price is subject to adjustment. Series D is non-voting~~2023, ~~has~~there ~~liquidation~~are ~~rights to be paid in cash~~125, ~~before~~000 ~~any~~and ~~payment to common or junior stock~~125,000 ~~140%~~shares of ~~the~~Series ~~Stated~~D ~~Value~~preferred ~~($2.00)~~stock ~~per~~outstanding, ~~share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends~~respectively.

AsSeries E ofConvertible ~~March~~Preferred 31Stock, ~~2024~~has a par value of $0.001, and ~~December~~a ~~31,~~stated ~~2023~~value of $1.00 per share, ~~there~~subject to adjustment. The shares of Series E Convertible Preferred Stock can convert at a conversion price that is equal to the amount that is 61% of the lowest trading price of the Company’s common stock during the 20 trading days immediately preceding such conversion. The shares of Series E Convertible Preferred Stock are ~~125~~subject to redemption by the Company at its option from the date of issuance until the date that is 180 days therefrom,~~000~~ subject ~~and~~to ~~125~~premium that ranges from 120% to 145%,~~000~~ ~~shares~~increasing ofby 5% during each 30-day period following issuance. Series DE ~~preferred~~carries ~~stock~~a ~~outstanding~~12% cumulative dividend, ~~respectively~~which will increase to 22% upon an event of default, is non-voting, and has liquidation rights to be paid in cash, before any payment to common or junior stock.

Series F E Convertible Preferred Stock, has a par value of $0.001, ~~and~~may abe ~~stated~~converted ~~value~~at ofthe ~~$1.00~~holder’s ~~per~~election ~~share,~~into ~~subject to adjustment. The~~ shares of ~~Series E Convertible Preferred Stock~~common ~~can~~stock ~~convert~~ at ~~a conversion price that is equal to~~ the ~~amount~~current ~~that~~conversion israte ~~61%~~ of ~~the~~93,761,718 ~~lowest~~shares ~~trading price~~ of ~~the Company’s~~ common stock ~~during~~ ~~the~~for 20one ~~trading~~share ~~days immediately preceding such conversion. The shares~~ of Series EF ~~Convertible~~ Preferred Stock. ~~are~~Each ~~subject~~share ~~to redemption by the Company at its option from the date of issuance until the date that~~ is ~~180 days therefrom, subject to premium that ranges from~~entitled ~~120%~~ to ~~145%~~93,761,718 ~~increasing~~votes, byvoting 5%with ~~during~~the ~~each~~common ~~30-day~~stock ~~period~~as ~~following issuance. Series E carries~~ a ~~12%~~single ~~cumulative dividend~~class, ~~which will increase to 22% upon an event of default, is non-voting, and~~ has no liquidation rights toand beis ~~paid~~not inentitled ~~cash, before any payment~~ to ~~common~~receive ~~or junior stock~~dividends.

~~Series~~As of FJune ~~Convertible~~30, ~~Preferred Stock~~2024, ~~has~~ aand ~~par~~December ~~value~~31, ~~of $0.001~~2023, ~~may~~there ~~be converted at the holder’s election into~~ are 0 and 0 shares of ~~common stock at the current conversion rate of 93,761,718 shares of common stock for one share of~~ Series F preferred ~~Preferred Stock. Each share is entitled to 93,761,718 votes, voting with the common~~ stock ~~as a single class~~issued, ~~has no liquidation rights and is not entitled to receive dividends~~respectively.

AsSeries G ofConvertible ~~March~~Preferred 31Stock, ~~2024,~~has ~~and~~a ~~December~~par 31value of $0.001, ~~2023December~~may be converted at the holder’s election into shares of common 31stock for a period ending 18 months following issuance at the conversion rate that will result, ~~2023~~in the aggregate, ~~there~~in ~~are 0~~ the holders of Series G Preferred Stock receiving that number of shares of Common Stock which equals Seventy Eight Percent (78%) of the total issued and 0 outstanding shares of commons stock of the company on a fully diluted basis. The Series ~~F preferred~~G Preferred Stock shall vote with the common stock ~~issued~~as a single class, has liquidation rights of $0.001 per share and is entitled to receive an annal dividend of 6% of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation, or conversion.

~~Series~~As of GJune ~~Convertible Preferred Stock~~30, ~~has~~ a2024 ~~par~~and ~~value~~December ~~of $0.001~~31, ~~may be converted at the holder’s election into shares of common stock for a period ending 18 months following issuance at the conversion rate that will result~~2023, inthere ~~the~~are ~~aggregate~~1,000,000 ~~in the holders of Series G Preferred Stock receiving that number of shares of Common Stock which equals Seventy Eight Percent (78%) of the total issued~~ and ~~outstanding~~1,000,000 shares of ~~commons stock of the company on a fully diluted basis. The~~ Series G ~~Preferred~~preferred ~~Stock shall vote with the common~~ stock ~~as a single class~~issued, ~~has liquidation rights of $0~~respectively.~~001 per share and is entitled to receive an annal dividend of 6% of the Stated Value (the “Divided Rate”), which shall be cumulative, payable solely upon redemption, liquidation, or conversion.~~

~~There~~During the ~~are~~year ~~1,000,000~~ended ~~and~~December 131,~~000~~ 2022,~~000~~ ~~shares~~as ofconsideration ~~Series G~~for ~~preferred~~the ~~stock~~reverse ~~issued~~merger, asthe ofCompany ~~March~~issued 311,000,000 ~~2024~~shares ~~and~~of ~~December~~Series ~~31,~~G ~~2023,~~Convertible Preferred ~~respectively~~stock.

~~During~~On November 18, 2021, pursuant to the ~~year~~Founders ~~ended~~Agreement, ~~December~~Michael 31Lakshin, ~~2022~~President, asand ~~consideration~~Edward Aizman, CEO, were issued 500 shares of ~~for~~Super ~~the~~Preferred ~~reverse~~Stock ~~merger~~at a fair value of $50. These preferred shares, along with the ~~Company~~652,259 ~~issued~~Series 1AA preferred stock,~~000~~ were cancelled on May 4,~~000~~ ~~shares~~2022, upon completion of ~~Series~~the GReverse ~~Convertible~~Merger. ~~Preferred~~See ~~stock~~Note 1.

~~On November 18, 2021, pursuant to the Founders~~NOTE ~~Agreement,~~13 ~~Michael~~– ~~Lakshin,~~COMMITMENTS ~~President,~~AND and Edward Aizman, CEO, were issued 500 shares of Super Preferred Stock at a fair value of $50. These preferred shares, along with the 652,259 Series AA preferred stock, were cancelled on May 4, 2022, upon completion of the Reverse Merger. See Note 1.CONTINGENCIES

19Contingency arising from indebtedness owed to Oasis Capital, LLC

~~NOTE~~A contingency 13arises –when ~~COMMITMENTS~~there ~~AND~~is ~~CONTINGENCIES~~a situation for which the outcome is uncertain, and which should be resolved in the future, Generally Accepted Accounting Principles require recognition of only those losses that are probable and for which a loss amount can be reasonably estimated.

~~Contingency~~The following ~~arising~~details ~~from~~the ~~indebtedness~~nature ~~owed~~of the contingency with Oasis Capital LLC (“Oasis”). In the normal course of its business, Oasis files notices to convert (“conversion notices”) a portion of its outstanding ownership of the Company’s indebtedness into shares of common stock. As a customary procedure for the annual audit for the period ended December 31, 2020, of Cruzani, Cruzani’s auditors confirmed its outstanding balance of the indebtedness and related accrued interest. During the year ended December 31, 2021, Oasis ~~Capital~~submitted conversions which stated that the outstanding indebtedness was far greater than that which was on the Company’s books. The total amount of the increased indebtedness was approximately $1.2 million. After investigation, ~~LLC~~the Company determined that the difference related to liquidated damages that the Company does not believe that it owes.

ASince the ~~contingency~~Company ~~arises~~believes ~~when~~that ~~there is a situation for which~~ the ~~outcome~~loss is ~~uncertain,~~not probable and ~~which~~no ~~should~~litigation behas ~~resolved~~been inpursued ~~the~~at ~~future~~this time, ~~Generally~~there ~~Accepted~~has ~~Accounting~~been ~~Principles~~no ~~require~~ recognition of this ~~only~~liability ~~those~~on ~~losses~~the ~~that~~books ~~are probable~~ and ~~for~~records ~~which~~of athe ~~loss amount can be reasonably estimated~~Company.

The following details the nature of the contingency with Oasis Capital LLC (“Oasis”). In the normal course of its business, Oasis files notices to convert (“conversion notices”) a portion of its outstanding ownership of the Company’s indebtedness into shares of common stock. As a customary procedure for the annual audit for the period ended December 31, 2020, of Cruzani, Cruzani’s auditors confirmed its outstanding balance of the indebtedness and related accrued interest. During the year ended December 31, 2021, Oasis submitted conversions which stated that the outstanding indebtedness was far greater than that which was on the Company’s books. The total amount of the increased indebtedness was approximately $1.2 million. After investigation, the Company determined that the difference related to liquidated damages that the Company does not believe that it owes.20

~~Since the Company believes that the loss is not probable and no litigation has been pursued at this time, there has been no recognition of this liability on the books and records of the Company.~~Legal

~~Legal~~During the normal course of business, the Company may be exposed to litigation. When the Company becomes aware of potential litigation, it evaluates the merits of the case in accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to the matter, possible legal or settlement strategies and the likelihood of an unfavorable outcome. If the Company determines that an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals. A contingency arises when there is a situation for which the outcome is uncertain, and which should be resolved in the future, Generally Accepted Accounting Principles require recognition of only those losses that are probable and for which a loss amount can be reasonably estimated.

~~During~~On February ~~the~~13, ~~normal course of business~~2017, ~~the~~Baum ~~Company may~~Glass be& ~~exposed~~Jayne toPLLC ~~litigation.~~(“Plaintiff”) ~~When~~obtained ~~the~~a ~~Company~~default ~~becomes~~judgment ~~aware~~against ~~of potential litigation, it evaluates~~ the ~~merits~~Company ~~of the case~~ in ~~accordance with FASB ASC 450-20-50, Contingencies. The Company evaluates its exposure to~~ the ~~matter, possible legal or settlement strategies and~~amount ~~the likelihood~~ of ~~an unfavorable outcome~~$27,084. IfPlaintiff ~~the~~has ~~Company~~not ~~determines~~attempted ~~that~~enforced ~~an unfavorable outcome is probable and can be reasonably estimated, it establishes the necessary accruals~~collection. AThe ~~contingency~~amount ~~arises~~was ~~when~~included ~~there is a situation for which the outcome is uncertain, and which should be resolved~~ in ~~the~~accounts ~~future,~~payable ~~Generally~~as ~~Accepted Accounting Principles require recognition~~ of ~~only~~June ~~those~~30, ~~losses that are probable and for which a loss amount can be reasonably estimated~~2024.

~~On February 13, 2017, Baum Glass & Jayne PLLC~~NOTE ~~(“Plaintiff”)~~14 ~~obtained~~– aINCOME ~~default~~TAX ~~judgment against the Company in the amount of $27,084. Plaintiff has not attempted enforced collection. The amount was included in accounts payable as of March 31, 2023.~~

~~NOTE~~There was 14no –income ~~INCOME~~tax ~~TAX~~expense reflected in the results of operations for the years ended December 31, 2023 and 2022 because the Company incurred a net loss for tax purposes.

~~There~~As of ~~was~~December no31, ~~income~~2023 ~~tax~~and ~~expense~~2022, ~~reflected~~the inCompany ~~the results~~had federal and state net operating loss carry forwards of ~~operations~~$12,992,877 ~~for~~and ~~the~~$9,243,925, ~~years~~respectively which ~~ended~~may ~~December~~be 31used to offset future taxable income. Approximately $1,696,000 ~~2023~~will ~~and~~begin ~~2022~~to ~~because~~expire ~~the~~in ~~Company~~2036 ~~incurred~~while a$5,920,000 ~~net~~will ~~loss~~not ~~for~~expire but ~~tax~~will ~~purposes~~be limited in annual utilization of 80% of current year income.

~~As of December 31, 2023 and 2022, the Company~~The ~~had~~tax ~~federal~~effects ~~and state net operating loss carry forwards~~ of ~~$12,992,877~~temporary ~~and~~differences ~~$9,243,925, respectively~~ which ~~may~~give berise ~~used~~ to ~~offset~~deferred ~~future taxable~~tax ~~income.~~assets ~~Approximately~~(liabilities) ~~$1,696,000~~are ~~will~~summarized ~~begin~~as ~~to expire in 2036 while $5,920,000 will not expire but will be limited in annual utilization of 80% of current year income.~~follows:

The tax effects of temporary differences which give rise to deferred tax assets (liabilities) are summarized as follows:

	December 31, 2023			December 31, 2022
Deferred tax assets / (liabilities)
Net operating loss carry forward	$	3,361,000		$	2,923,000
Stock-based compensation		517,618			245,000
Accrued expenses		192,697			193,000
Net deferred tax assets		4,017,315			3,361,000
Valuation allowance		(4,017,315	)		(3,361,000	)
Net deferred tax assets, net of valuation allowance	$	-		$	-

	December 31, 2023			December 31, 2022
Deferred tax assets / (liabilities)
Net operating loss carry forward	$	3,361,000		$	2,923,000
Stock-based compensation		517,618			245,000
Accrued expenses		192,697			193,000
Net deferred tax assets		4,017,315			3,361,000
Valuation allowance		(4,017,315	)		(3,361,000	)
Net deferred tax assets, net of valuation allowance	$	-		$	-

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Deferred tax assets consist primarily of the tax effect of NOL carry-forwards. The Company has provided a full valuation allowance on the deferred tax assets because of the uncertainty regarding its realizability.

20Reconciliation of the statutory federal income tax to the Company’s effective income tax rate for the years ended December 31, 2023 and 2022:

Reconciliation of the statutory federal income tax to the Company’s effective income tax rate for the years ended December 31, 2023 and 2022:

	December 31, 2023			December 31, 2022
Statutory federal income tax rate		21.0	%		21.00	%
State tax, net of federal benefit		15.29	%		15.29	%
Permanent differences		2.50	%		2.50	%
Valuation allowance		(38.79	)%		(38.79	)%
Effective rate		-	%		-	%

	December 31, 2023			December 31, 2022
Statutory federal income tax rate		21.0	%		21.00	%
State tax, net of federal benefit		15.29	%		15.29	%
Permanent differences		2.50	%		2.50	%
Valuation allowance		(38.79	)%		(38.79	)%
Effective rate		-	%		-	%

Internal Revenue Code Section 382 limits the ability to utilize net operating losses if a 50% change in ownership occurs over a three-year period. Such limitation of the net operating losses may have occurred, but we have not analyzed it at this time as the deferred tax asset is fully reserved.

~~Internal~~On March ~~Revenue~~27, ~~Code~~2020, ~~Section~~the ~~382~~US ~~limits~~government signed the ~~ability to~~CARES ~~utilize~~Act ~~net~~into ~~operating~~law, ~~losses if~~ a ~~50%~~$2 ~~change~~trillion inrelief ~~ownership~~package ~~occurs~~to ~~over~~provide asupport ~~three-year~~to ~~period.~~individuals, ~~Such~~businesses, and ~~limitation~~government oforganizations during the ~~net~~COVID-19 ~~operating~~pandemic. ~~losses may~~During ~~have~~2020, ~~occurred~~$91,035 ~~but~~in wePPP ~~have~~relief ~~not~~was ~~analyzed~~received itunder atthe ~~this~~CARES ~~time~~Act asand ~~the~~was forgiven ~~deferred~~free ~~tax~~of ~~asset~~taxation isin ~~fully reserved~~2021.

OnThe Company’s ~~March~~policy ~~27,~~is ~~2020,~~to ~~the~~record USinterest ~~government~~and ~~signed~~penalties ~~the CARES~~associated ~~Act~~with ~~into~~unrecognized ~~law,~~tax abenefits $2as ~~trillion~~additional ~~relief~~income ~~package~~taxes toin ~~provide~~the statement ~~support~~of tooperations. As ~~individuals,~~of ~~businesses~~December 31, 2023 and ~~government~~2022 ~~organizations~~the ~~during~~Company ~~the COVID-19~~had ~~pandemic~~no unrecognized tax benefits. ~~During~~There ~~2020,~~were ~~$91,035~~no changes in the ~~PPP~~Company’s ~~relief~~unrecognized ~~was~~tax ~~received~~benefits ~~under~~during the ~~CARES~~years ~~Act~~ended December 31, 2023 and ~~was~~2022. ~~forgiven~~The ~~free~~Company ofdid ~~taxation~~not inrecognize ~~2021~~any interest or penalties during fiscal 2023 or 2022 related to unrecognized tax benefits.

~~The Company’s policy is to record interest~~For ~~and penalties associated with unrecognized tax benefits as additional income taxes in~~ the ~~statement~~years ofended ~~operations. As of~~ December 31, 2023 and 2022, the ~~Company~~net ~~had~~increase ~~no unrecognized tax benefits. There were no changes~~ in ~~the~~valuation ~~Company’s~~allowance ~~unrecognized~~was ~~tax~~approximately ~~benefits during the years ended December 31~~$710,315 ~~2023~~ and ~~2022.~~$1,777,000, ~~The Company did not recognize any interest or penalties during fiscal 2023 or 2022 related to unrecognized tax benefits~~respectively.

~~For~~Tax years ~~the~~2018-2021 ~~years~~remain ~~ended~~open ~~December~~to ~~31,~~examination ~~2023~~for ~~and~~federal ~~2022, the~~income ~~net~~tax ~~increase~~purposes inand ~~valuation~~by ~~allowance~~other ~~was~~major ~~approximately~~taxing ~~$710,315~~jurisdictions ~~and~~to ~~$1,777,000,~~which ~~respectively~~the Company is subject.

~~Tax years 2018-2021 remain open to examination~~NOTE ~~for~~15 ~~federal~~– ~~income~~SUBSEQUENT ~~tax purposes and by other major taxing jurisdictions to which the Company is subject.~~EVENTS

~~NOTE~~In accordance 15with –ASC ~~SUBSEQUENT~~855-10, ~~EVENTS~~the company has analyzed its operations subsequent to June 30, 2024, through the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.

Through March 31, 2024, the Company issued three convertible notes. The total principal amount of these notes is $30,000. They bear interest at 12% and are payable at October 31, 2024, November 30, 2024 and December 31, 2024, respectively. The Company granted 150,000 warrants to purchase 150,000 shares of the Company’s common stock with these convertible notes. These warrants have an exercise price of $0.0001 and a term of five years.22

21Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

~~Item~~The statements 2.contained ~~Management’s~~in ~~Discussion~~the following MD&A and ~~Analysis~~elsewhere throughout this Quarterly Report on Form 10-Q, including any documents incorporated by reference, that are not historical facts, including statements about our beliefs and expectations, are “forward-looking statements” within the meaning of ~~Financial~~the ~~Condition~~U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements preceded by, followed by or that include the words “may,” “could,” “would,” “should,” “believe,” “expect,” “anticipate,” “plan,” “estimate,” “target,” “project,” “intend” and ~~Results~~similar words or expressions. In addition, any statements that refer to expectations, projections, or other characterizations of ~~Operations~~future events or circumstances are forward-looking statements.

~~The~~These forward-looking statements, ~~contained in~~which ~~the~~reflect ~~following~~our ~~MD&A~~management’s ~~and~~beliefs, ~~elsewhere~~objectives, ~~throughout~~and ~~this~~expectations ~~Quarterly~~as ~~Report~~of onthe ~~Form~~date ~~10-Q~~hereof, ~~including~~are ~~any~~based on ~~documents~~the ~~incorporated~~best byjudgement ~~reference, that~~of ~~are~~our ~~not~~management. ~~historical~~All ~~facts,~~forward-looking ~~including~~ statements ~~about~~speak ~~our~~only ~~beliefs~~as ~~and~~of ~~expectations,~~the date on which they are “made. Such forward-looking statements” ~~within the~~are ~~meaning~~subject ofto ~~the~~certain ~~U.S.~~risks, ~~Private~~uncertainties ~~Securities~~and ~~Litigation~~assumptions ~~Reform~~relating ~~Act~~to offactors ~~1995.~~that ~~Forward-looking~~could ~~statements~~cause ~~include~~actual ~~statements~~results ~~preceded~~to ~~by, followed~~differ bymaterially orfrom ~~that~~those ~~include~~anticipated ~~the~~in ~~words~~such ~~“may~~statements,” ~~“could~~including,” ~~“would~~without limitation,” ~~“should~~the following: economic,” ~~“believe~~social and political conditions,” ~~“expect,”~~global ~~“anticipate,”~~economic ~~“plan,”~~downturns ~~“estimate,”~~resulting ~~“target,”~~from ~~“project~~extraordinary events and other securities industry risks; interest rate risks; liquidity risks; credit risk with clients and counterparties; risk of liability for errors in clearing functions; systemic risk; systems failures,” delays ~~“intend”~~and capacity constraints; network security risks; competition; reliance on external service providers; new laws and ~~similar~~regulations ~~words~~affecting our orbusiness; ~~expressions.~~net Incapital ~~addition~~requirements; extensive regulation, ~~any~~regulatory ~~statements~~uncertainties ~~that~~and ~~refer~~legal matters; failure to ~~expectations~~maintain relationships with employees, ~~projections~~customers, business partners or ~~other~~governmental ~~characterizations of~~entities; ~~future~~the ~~events~~inability to achieve synergies or ~~circumstances~~to ~~are~~implement ~~forward~~integration plans and other consequences associated with risks and uncertainties detailed in our filings with the SEC, including our most recent filings on Forms 10-~~looking~~K ~~statements~~and 10-Q.

~~These forward-looking~~We ~~statements,~~caution ~~which~~that ~~reflect our management’s beliefs, objectives, and expectations as of~~ the ~~date~~foregoing ~~hereof,~~list ~~are based on the best judgement~~ of ~~our~~factors ~~management.~~is ~~All~~not ~~forward-looking statements speak only as of the date on which they are made. Such forward-looking statements are subject to certain risks~~exclusive, ~~uncertainties~~ and ~~assumptions~~new ~~relating to~~ factors ~~that~~may ~~could~~emerge, ~~cause~~or ~~actual~~changes ~~results~~ to ~~differ materially from those anticipated in such statements, including, without limitation,~~ the ~~following:~~foregoing ~~economic,~~factors ~~social~~may ~~and political conditions~~occur, ~~global~~ ~~economic~~that ~~downturns~~could ~~resulting~~impact ~~from~~our ~~extraordinary~~business. ~~events~~We ~~and~~undertake ~~other~~no ~~securities~~obligation ~~industry~~to ~~risks;~~publicly ~~interest~~update ~~rate~~or ~~risks;~~revise ~~liquidity~~these ~~risks;~~statements, ~~credit risk~~whether ~~with~~as ~~clients~~a ~~and~~result ~~counterparties; risk~~ of ~~liability for errors in clearing functions; systemic risk; systems failures, delays and capacity constraints; network security risks; competition; reliance on external service providers;~~ new ~~laws and regulations affecting~~ ~~our~~information, ~~business;~~future ~~net~~events ~~capital~~or ~~requirements; extensive regulation~~otherwise, ~~regulatory~~except ~~uncertainties and legal matters; failure~~ to ~~maintain relationships with employees, customers, business partners or governmental entities;~~ the ~~inability~~extent torequired ~~achieve~~by ~~synergies or to implement integration plans and other consequences associated with risks and uncertainties detailed in our filings with~~ the ~~SEC,~~federal ~~including~~securities ~~our most recent filings on Forms 10-K and 10-Q~~laws.

WeCertain information ~~caution~~contained ~~that~~in ~~the~~this ~~foregoing~~discussion and elsewhere in this report may include “forward-looking statements” within the ~~list~~meaning of ~~factors~~the Private Securities Litigation Reform Act of 1995 and is subject to the safe harbor created by that act. The safe harbor created by the Private Securities Litigation Reform Act will not ~~exclusive,~~apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51) of the Securities Exchange Act of 1934 and ~~new~~Rule ~~factors~~3(a)(51-1) ~~may~~under ~~emerge~~the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made, except to the extent otherwise specifically provided by rule, regulation or ~~changes~~order toof the ~~foregoing~~Securities and Exchange Commission. We caution readers that certain important factors may ~~occur,~~affect ~~that~~our actual results and could ~~impact~~cause ~~our~~such ~~business.~~results to differ materially from any forward-looking Westatements ~~undertake~~which nomay ~~obligation~~be deemed to ~~publicly~~have ~~update~~been made in this Report or ~~revise~~which ~~these~~are otherwise made by or on our behalf. For this purpose, any statements contained in this report that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the generality of the foregoing, ~~whether~~words such as a“may,” ~~result~~“will,” of“expect,” ~~new~~“believe,” “explore,” ~~information~~“consider,” ~~future~~“anticipate,” ~~events~~“intend,” or“could,” ~~otherwise~~“estimate,” ~~except~~“plan,” toor “propose” or the ~~extent~~negative ~~required~~variations byof ~~the~~those ~~federal~~words ~~securities~~or ~~laws~~comparable terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks and uncertainties associated with:

~~Certain~~● ~~information~~Our ~~contained in~~ability ~~this~~to ~~discussion~~raise ~~and~~capital ~~elsewhere~~necessary into ~~this~~sustain ~~report~~our ~~may~~anticipated ~~include~~operations ~~“forward-looking~~and ~~statements”~~implement ~~within~~our ~~the~~business ~~meaning~~plan, of● ~~the~~Our ~~Private Securities~~ability ~~Litigation~~to ~~Reform~~implement ~~Act~~our ofbusiness ~~1995~~plan, ~~and~~● isOur ~~subject~~ability to ~~the~~generate ~~safe~~sufficient ~~harbor~~cash ~~created~~to bysurvive, ~~that~~● ~~act.~~ The ~~safe~~degree ~~harbor~~and ~~created~~nature byof ~~the~~our ~~Private Securities~~competition, ~~Litigation~~● ~~Reform~~The ~~Act~~lack ~~will not apply to certain “forward looking statements” because we issued “penny stock” (as defined in Section 3(a)(51)~~ of ~~the~~diversification ~~Securities Exchange Act~~ of ~~1934~~our ~~and~~business ~~Rule 3(a)(51-1) under the Exchange Act) during the three year period preceding the date(s) on which those forward looking statements were first made~~plan, ~~except~~● toThe ~~the~~general ~~extent~~volatility ~~otherwise specifically provided by rule, regulation or order~~ of the ~~Securities~~capital ~~and~~markets ~~Exchange Commission. We caution readers that certain important factors may affect our actual results~~ and ~~could~~the ~~cause~~establishment ~~such~~of ~~results~~a tomarket ~~differ~~for ~~materially from any forward-looking statements which may be deemed to have been made in this Report or which are otherwise made by or on~~ our ~~behalf. For this purpose~~shares, ~~any~~and ~~statements~~● ~~contained~~Disruption in ~~this~~the ~~report~~economic ~~that~~and ~~are not~~financial ~~statements~~conditions ofprimarily ~~historical~~from ~~fact may be deemed to be forward-looking statements. Without limiting~~ the ~~generality~~impact of ~~the~~past ~~foregoing,~~terrorist ~~words such~~attacks asin ~~“may,”~~the ~~“will,”~~United ~~“expect~~States,” ~~“believe,”~~threats ~~“explore,”~~of ~~“consider,” “anticipate,”~~future ~~“intend~~attacks,” ~~“could,”~~police ~~“estimate,”~~and ~~“plan,”~~military oractivities ~~“propose” or~~overseas ~~the~~and ~~negative~~other ~~variations~~disruptive ofworldwide ~~those~~political ~~words~~and oreconomic ~~comparable~~events ~~terminology are intended to identify forward-looking statements. Factors that may affect our results include, but are not limited to, the risks~~ and ~~uncertainties~~environmental ~~associated~~weather ~~with:~~conditions.

●We are ~~Our~~also ~~ability~~subject to ~~raise~~other ~~capital~~risks ~~necessary~~detailed tofrom ~~sustain~~time ~~our~~to ~~anticipated~~time ~~operations~~in ~~and implement~~ our ~~business~~other ~~plan,~~filings ●with ~~Our~~SEC ~~ability~~and toelsewhere ~~implement~~in ~~our~~this ~~business~~Annual ~~plan,~~Report. ●Any ~~Our~~one or ~~ability~~more toof ~~generate~~these ~~sufficient cash to survive~~uncertainties, ●risks ~~The degree~~ and ~~nature~~other ofinfluences ~~our~~could ~~competition,~~materially ●affect ~~The lack of diversification of~~ our ~~business~~results ~~plan, ● The general volatility~~ of ~~the~~operations ~~capital markets~~ and ~~the~~whether ~~establishment~~forward-looking statements ofmade aby ~~market~~us ~~for~~ultimately ~~our~~prove ~~shares,~~to ~~and~~be ●accurate. ~~Disruption~~Our inactual ~~the~~results, ~~economic~~performance and ~~financial~~achievements ~~conditions~~could ~~primarily~~differ materially from those ~~the~~expressed ~~impact~~or ofimplied ~~past terrorist attacks~~ in ~~the~~these ~~United~~forward-looking ~~States,~~statements. ~~threats~~We ofundertake ~~future~~no ~~attacks,~~obligation ~~police~~to ~~and~~publicly ~~military~~update ~~activities~~or ~~overseas~~revise ~~and~~any ~~other~~forward-looking statements, ~~disruptive~~whether ~~worldwide~~from ~~political~~new ~~and~~information, ~~economic~~future events ~~and~~or ~~environmental weather conditions~~otherwise.

We are also subject to other risks detailed from time to time in our other filings with SEC and elsewhere in this Annual Report. Any one or more of these uncertainties, risks and other influences could materially affect our results of operations and whether forward-looking statements made by us ultimately prove to be accurate. Our actual results, performance and achievements could differ materially from those expressed or implied in these forward-looking statements. We undertake no obligation to publicly update or revise any forward-looking statements, whether from new information, future events or otherwise.23

22Recent Event

~~Recent~~On March ~~Event~~22, 2024, we entered into a Plan and Agreement of Merger (the “Merger Agreement”) with OWNverse, LLC, a Delaware limited liability company (“OWNverse”), pursuant to which OWNverse would become a wholly-owned subsidiary of our company. Pursuant to the Merger Agreement, our company would deliver an aggregate of 2,000 shares of to-be-designated Series I Preferred Stock of the Company, an aggregate of $2,000,000 in principal amount promissory notes that are to be due and payable two years from their issuance dates and promissory notes with an aggregate of up to $270,000 that are to be due and payable six months from their issuance dates. The consummation of the Merger Agreement has not been completed, due to our company’s lack of capital. There is no assurance that we will be able to obtain sufficient capital to do so. However, the owners of OWNverse remain, as of the date of this Quarterly Report, committed to completing the Merger.

~~On March 22, 2024, we entered into a Plan and~~2022 ~~Agreement~~Acquisition of– ~~Merger~~Interview (the “Merger Agreement”) with OWNverse, LLC, a Delaware limited liability company (“OWNverse”), pursuant to which OWNverse would become a wholly-owned subsidiary of our company. Pursuant to the Merger Agreement, our company would deliver an aggregate of 2,000 shares of to-be-designated Series I Preferred Stock of the Company, an aggregate of $2,000,000 in principal amount promissory notes that are to be due and payable two years from their issuance dates and promissory notes with an aggregate of up to $270,000 that are to be due and payable six months from their issuance dates. The consummation of the Merger Agreement has not been completed, due to our company’s lack of capital. There is no assurance that we will be able to obtain sufficient capital to do so. However, the owners of OWNverse remain, as of the date of this Quarterly Report, committed to completing the Merger.Mastery

Effective December 16, 2022, ~~Acquisition~~pursuant –to an Asset Purchase Agreement (the “APA”) with Interview Mastery (“Interview Mastery”), by and through Michael R. Neece (“Neece”) and Caseridus, Inc. Under the terms of the APA, the Company is to pay the purchase price through the issuance of 22,000,000 shares of the Company’s common stock in two tranches: (i) 11,000,000 shares of Company common stock to the stockholders of Interview Mastery that vest immediately for all of the business assets of Interview Mastery, valued at $200,000 based on the acquisition date share price; and (ii) 11,000,000 shares of Company common stock issued in consideration of Neece’s employment with the Company which shall vest over a four (4) year period during which 25% of the shares will vest on the first-year anniversary of Neece’s employment, followed by vesting in increments of 6.25% of the shares per quarter (3-month period) thereafter until the full amount is vested and all of which shall be contingent upon Neece’s continual employment with the Company. As of the date of this Annual Report, none of the shares issuable in connection with the APA has been issued, and as such, has been recorded as a liability in accrued expenses on the consolidated balance sheets. In connection with the APA, the Company is to create a new board seat and offer such seat to Neece who will be formally invited to join the Company’s Board of Directors. As of the date of this Annual Report, none of these actions has been taken by the Company.

~~Effective~~This acquisition ~~December~~was ~~16,~~accounted ~~2022,~~for ~~pursuant~~as toa anbusiness ~~Asset Purchase~~combination ~~Agreement~~in ~~(the~~accordance ~~“APA”)~~ with ~~Interview Mastery (“Interview Mastery”), by and through Michael R. Neece (“Neece”) and Caseridus, Inc. Under~~ the ~~terms~~acquisition ofmethod ~~the~~under ~~APA,~~ the ~~Company~~guidance ~~is to pay the purchase price through the issuance of 22,000,000 shares of the Company’s common stock~~ in ~~two~~ASC ~~tranches:~~805-10 ~~(i) 11,000,000 shares of Company common stock to the stockholders of Interview Mastery~~and ~~that~~805-20. ~~vest~~This ~~immediately for all of the~~ business ~~assets~~combination ofwas ~~Interview~~accounted ~~Mastery, valued~~for atas ~~$200,000 based~~a onrelated ~~the~~party acquisition ~~date share price; and (ii) 11~~,~~000,000~~ ~~shares~~as ~~of Company common stock issued in consideration of~~ Neece’s ~~employment~~is ~~with~~ the ~~Company~~chief ~~which shall~~product ~~vest~~officer ~~over a four (4) year period during which 25%~~ of the ~~shares will vest on the first-year anniversary of Neece’s employment,~~Company ~~followed~~Accordingly, ~~by vesting in increments of 6.25% of~~ the ~~shares~~total ~~per~~purchase ~~quarter~~consideration ~~(3-month~~was ~~period)~~allocated ~~thereafter~~to ~~until~~net ~~the~~acquired ~~full~~based ~~amount~~on istheir ~~vested~~respective ~~and~~historical ~~all of which shall be contingent upon Neece’s continual employment with the Company~~costs. AsThe ofassets ~~the date of this Annual Report~~acquired, ~~none of the~~ ~~shares~~and ~~issuable~~liabilities ~~in connection with the APA has been issued~~assumed, ~~and~~if ~~as such~~any, ~~has been recorded as a liability~~ in ~~accrued expenses on the consolidated balance sheets. In connection with the APA, the Company is to create~~ a ~~new~~business ~~board~~purchase ~~seat~~combination ~~and offer such seat to Neece who will~~ be ~~formally invited~~recognized toat ~~join~~their ~~the~~historical ~~Company’s~~costs ~~Board~~as of ~~Directors. As of~~ the ~~date~~acquisition ~~of this Annual Report, none of these actions has been taken by the Company~~date.

~~This~~The final ~~acquisition~~allocation ~~was~~of ~~accounted~~the ~~for~~purchase asprice ~~a business combination~~ in ~~accordance~~connection with the ~~acquisition~~Interview ~~method~~Mastery ~~under the guidance in ASC 805-10 and 805-20. This business combination was accounted for as a related party~~ acquisition, ~~as Neece is the chief product officer of the Company Accordingly, the total purchase consideration~~ was ~~allocated~~calculated ~~to net acquired based on their respective historical costs. The assets acquired, and liabilities assumed, if any, in a business purchase combination be recognized at their historical costs~~ as ~~of the acquisition date.~~follows:

The final allocation of the purchase price in connection with the Interview Mastery acquisition was calculated as follows:

Description	Fair Value		Weighted Average Useful Life (Years)
Cash	$	1,633
Prepaid expenses		997
Loss on acquisition – related party		197,370

Description	Fair Value		Weighted Average Useful Life (Years)
Cash	$	1,633
Prepaid expenses		997
Loss on acquisition – related party		197,370

No acquisition costs were incurred. The approximate revenue and net loss for the acquired business as a standalone entity per ASC 805 from January 1, 2021, to December 31, 2021, was $14,692 and $21,862, respectively, and, from January 1, 2022, to December 16, 2022, $13,059 and $15,279, respectively.

~~No acquisition costs were incurred. The approximate~~Results ~~revenue~~of and net loss for the acquired business as a standalone entity per ASC 805 from January 1, 2021, to December 31, 2021, was $14,692 and $21,862, respectively, and, from January 1, 2022, to December 16, 2022, $13,059 and $15,279, respectively.Operations

~~Results~~The following discussion and analysis of ~~Operations~~the results of operations and financial condition for the six months ended June 30, 2024 and 2023, should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Quarterly Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Forward-Looking Statements.”

~~The following discussion and analysis of the~~Six ~~results~~Months ofEnded ~~operations~~June ~~and financial condition for the three months ended March 31~~30, 2024 ~~and 2023~~, ~~should~~Compared beto ~~read in conjunction with our consolidated financial statements and~~ the ~~notes~~Six toMonths ~~those~~Ended ~~consolidated~~June ~~financial statements that are included elsewhere in this Quarterly Report. Our discussion includes forward-looking statements based upon current expectations that involve risks and uncertainties~~30, ~~such as our plans, objectives, expectations and intentions~~2023. ~~Actual results and the timing of events could differ materially from those anticipated in these forward-looking statements as a result of a number of factors. See “Forward-Looking Statements.”~~

~~Three~~Revenue. We ~~Months~~derived ~~Ended~~no ~~March~~revenues 31from operations for the six months ended June 30, 2024, ~~Compared~~ compared to revenues for the ~~Three~~six ~~Months~~months ~~Ended~~ended ~~March~~June 3130, 2023, of $4,476. Our lack of revenues during current period is due to our lack of operating capital. We are unable to predict if and when we will obtain the capital needed to begin to generate revenues again.

Revenue. We derived no revenues from operations for the three months ended March 31, 2024, compared to revenues for the three months ended March 31, 2023, of $4,476. Our lack of revenues during current period is due to our lack of operating capital. We are unable to predict if and when we will obtain the capital needed to begin to generate revenues again.24

23Cost of Revenue. Cost of revenues for the six months ended June 30, 2024 and 2023, was $0 and $0, respectively.

~~Cost of Revenue~~Compensation Expense. ~~Cost~~Compensation ofexpense ~~revenues~~ for the ~~three~~ six months ended ~~March~~June 3130, 2024, ~~and~~was $250,000, compared to the six months ended June 30, 2023, when ~~were~~we reported compensation expense of $0222,119. In both periods, compensation expense consisted entirely of compensation paid and accrued to officers.

~~Compensation~~ Consulting Expense. ~~Compensation~~Consulting expense for the ~~three~~six months ended ~~March~~June 3130, 2024, was $~~125~~0,~~000,~~ compared to the ~~three~~six months ended ~~March~~June 3130, 2023, when ~~we reported compensation~~ ~~expense~~consulting ofexpenses was $~~121~~60,~~314~~000. ~~In both periods, compensation expense consisted entirely of compensation paid and accrued to officers.~~

~~Consulting~~General and ~~Expense~~Administrative Expenses. ~~Consulting~~General ~~expense~~ and administrative expenses for the ~~three~~six months ended ~~March~~June 3130, 2024, was $061,606, compared to $107,421 for the ~~three~~six months ended ~~March~~June 3130, 2023,. ~~when~~The ~~consulting~~decrease ~~expenses~~in ~~was~~the ~~$30,000~~current period is attributable to our lack of operating capital.

~~General and Administrative Expenses~~Professional fees. ~~General and~~Professional ~~administrative~~fees ~~expenses~~ for the ~~three~~six months ended ~~March~~June 3130, 2024, ~~was~~were $3165,~~249~~000, compared to $76163,~~581~~469 for the ~~three~~six months ended ~~March~~June 3130, 2023. The decrease in ~~the~~professional ~~current~~fees ~~period~~ is ~~attributable~~primarily due to our lower level of operations required by our lack of operating capital.

~~Professional~~Other Income ~~fees~~(Expense). ~~Professional~~For ~~fees for~~ the ~~three~~six months ended ~~March~~June 3130, 2024, ~~were~~total other expense was $39314,~~500~~480, ~~compared~~comprised toexclusively ~~$160,054~~of ~~for~~change in fair value of derivative liability. For the ~~three~~six months ended ~~March~~June 3130, 2023., ~~The~~total ~~decrease~~other inexpense ~~professional fees~~was is$99,553, ~~primarily~~comprised ~~due~~of tochange ~~our~~in ~~lower~~the ~~level~~ value of ~~operations~~derivative ~~required~~liabilities byof ~~our~~$32,429 ~~lack~~and ofinterest ~~operating~~expense ~~capital~~of $497,405.

~~Other~~ Net Income (~~Expense~~Loss). ~~For~~The ~~the~~Company ~~three~~reported ~~months ended~~a ~~March~~net ~~31,~~loss ~~2024,~~of ~~total other expense was~~ $~~356~~691,~~126,~~086 ~~comprised~~for ~~exclusively of change in fair value of derivative liability. For~~ the ~~three~~ six months ended ~~March~~June 3130, ~~2023~~2024, ~~total~~compared ~~other~~to net income of $1648,~~001,115~~086 for ~~was primarily attributable to~~ the ~~recognition~~six ~~and~~months ~~change~~ended inJune ~~the value of derivative liabilities of $1~~30,~~270,615~~ ~~off set by interest expense of $(269,500)~~2023.

~~Net Income (Loss). The Company reported~~Liquidity aand ~~net~~Capital ~~loss of $551,875 for the three months ended March 31, 2024, compared to net income of $617,642 for the three months ended March 31, 2023.~~Resources

~~Liquidity~~For the ~~and~~six ~~Capital~~months ~~Resources~~ended June 30, 2024, we used $337,946 of cash in operating activities, compared to the six months ended June 30, 2023, when we used $88,378 of cash in operating activities.

For the ~~three~~six months ended ~~March~~June 3130, 2024, ~~we used~~and ~~$84~~2023,~~299~~ ofinvesting ~~cash in operating~~ activities, ~~compared~~did tonot ~~the~~use ~~three~~or ~~months~~provide ~~ended March 31, 2023, when we used $79,487 of~~ cash ~~in operating activities~~.

For the ~~three~~six months ended ~~March~~June 3130, 2024, ~~and~~financing activities provide $3434,155 of cash, compared to the for the six months ended June 30, 2023, ~~investing~~when financing activities ~~did~~used ~~not~~$980 ~~use~~of ~~or provide~~ cash.

~~For~~The Company ~~the~~currently ~~three~~owes ~~months~~approximately ~~ended March 31~~$500,000 ~~2024,~~on ~~financing activities~~non-convertible ~~provide~~loans ~~$80~~payable,~~000~~ all of ~~cash,~~which ~~compared~~are toin ~~the~~default, ~~for~~and ~~the~~approximately ~~three~~$450,000 for ~~months~~outstanding ~~ended~~convertible ~~March 31~~notes, ~~2023,~~net ~~when~~of ~~financing~~discounts, ~~activities~~all ~~neither~~of ~~used nor~~which ~~provided~~are ~~cash~~in default.

~~The~~In addition, entities negatively impacted by the 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 ~~currently~~received cash ~~owes~~proceeds ~~approximately~~of $~~500~~40,400 under this program. In addition, in July 2020, the Company received $6,000 from the SBA as a COVID-19 Economic onInjury ~~non~~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-~~convertible~~year ~~loans~~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 December 31, 2021, the amounts outstanding totaled $40,400, and was classified as part of notes payable on the consolidated balance sheet. Additionally, the Company entered into a security agreement with the SBA in which this promissory note is collateralized by all tangible and intangible assets of ~~which~~the ~~are~~Company. inIn ~~default~~addition, the Company’s CEO, Edward Aizman, provided his personal guaranty of the EIDL Loan and ~~approximately~~pledged ~~$450~~certain of his personal assets in conjunction with his guaranty. On January 6,~~000~~ 2021, the SBA announced a one-year extension of the deferral period for ~~outstanding~~loans ~~convertible~~that ~~notes,~~commenced ~~net~~in 2020 delaying payments of ~~discounts~~principal and interest to July 2022. Pursuant to an SBA Procedural Notice in December 2020, the EIDL Advance was forgiven. The Company has recognized the entire ~~all~~EIDL Advance amount of $6,000 as grant income, which ~~are~~is included in ~~default~~other income (expense) in the consolidated statement of operations for the year ended December 31, 2021.

In addition, entities negatively impacted by the 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 December 31, 2021, the amounts outstanding totaled $40,400, and was classified as part of notes payable on the consolidated balance sheet. Additionally, the Company entered into a security agreement with the SBA in which this promissory note is collateralized by all tangible and intangible assets of the Company. In addition, the Company’s CEO, Edward Aizman, provided his personal guaranty of the EIDL Loan and pledged certain of his personal assets in conjunction with his guaranty. 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. Pursuant to an SBA Procedural Notice in December 2020, the EIDL Advance was forgiven. The Company has recognized the entire EIDL Advance amount of $6,000 as grant income, which is included in other income (expense) in the consolidated statement of operations for the year ended December 31, 2021.25

In February 2022, the Company agreed to the first and second 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 $1,556 in the first modification and reduced to $1,506 in the second modification. Additionally, the Company entered into an amended security agreement with the SBA in which this promissory note, and the modifications, is collateralized by all tangible and intangible assets of the Company. The balance of the EIDL loan balance at December 31, 2023 is $309,500, respectively. The Company is in default under the EIDL Loan and the EIDL Loan has been referred by the SBA to the U.S. Treasury Offset Program. The Company is currently in the process of addressing the charged-off status of the EIDL Loan with the SBA and simultaneously submitting an application to the SBA’s Hardship Accommodation Program (HAP), whereby the Company hopes to receive some relief while arranging for, and keeping current, reduced payments thereon. There is no assurance that the Company will be able to secure any such relief.

24Going Concern

~~Going~~The accompanying ~~Concern~~unaudited interim consolidated condensed financial statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations and has an accumulated deficit of $(13,683,963). The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.

~~The accompanying unaudited interim consolidated~~Critical ~~condensed~~Accounting ~~financial~~Estimates statements have been prepared in conformity with generally accepted accounting principles which contemplate continuation of the Company on a going-concern basis. The going concern basis assumes that assets are realized, and liabilities are extinguished in the ordinary course of business at amounts disclosed in the consolidated financial statements. The Company has incurred recurring losses from operations and has an accumulated deficit of $(13,544,752). The Company’s ability to continue as a going concern depends upon its ability to obtain adequate funding to support its operations through continuing investments of debt and/or equity by qualified investors/creditors, internally generated working capital and monetization of intellectual property assets. These factors raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Management is currently pursuing a business strategy which includes raising the necessary funds to finance the Company’s development and marketing efforts.Policies

~~Critical~~The preparation ~~Accounting~~of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Note 1 to the Financial Statements describes the significant accounting policies and methods used in the preparation of the Financial Statements. Estimates are used for, but not limited to, contingencies and ~~Policies~~taxes. Actual results could differ materially from those estimates. The following critical accounting policies are impacted significantly by judgments, assumptions, and estimates used in the preparation of the Financial Statements.

~~The~~We are ~~preparation~~subject ofto ~~financial~~various ~~statements~~loss incontingencies ~~conformity with~~arising ~~accounting principles generally accepted~~ in the ~~United~~ordinary ~~States~~course of ~~America~~business. ~~requires~~We ~~management~~consider tothe ~~make~~likelihood ~~estimates~~of ~~and~~loss ~~assumptions~~or ~~that~~impairment ~~affect the reported amounts~~ of ~~assets~~an ~~and~~asset ~~liabilities~~or ~~and~~ the ~~disclosure~~incurrence of ~~contingent~~a ~~assets~~liability, ~~and~~as ~~liabilities~~well ofas ~~the~~our ~~date~~ability ofto ~~the~~reasonably ~~financial statements~~estimate ~~and~~ the ~~reported~~amount ~~amounts~~ of ~~revenues~~loss ~~and~~in ~~expenses~~determining ~~during~~loss ~~the reporting period~~contingencies. ~~Note 1 to the Financial Statements describes~~ ~~the~~An ~~significant~~estimated ~~accounting~~loss ~~policies~~contingency ~~and~~is ~~methods~~accrued ~~used~~when inmanagement ~~the~~concludes ~~preparation~~that ofit ~~the~~is ~~Financial~~probable ~~Statements.~~that ~~Estimates~~an ~~are~~asset ~~used~~has ~~for,~~been ~~but~~impaired ~~not~~or ~~limited~~a liability ~~to,~~has ~~contingencies~~been incurred and ~~taxes.~~the ~~Actual~~amount ~~results~~of ~~could~~the ~~differ~~loss ~~materially~~can ~~from~~be ~~those~~reasonably ~~estimates~~estimated. ~~The~~We ~~following~~regularly ~~critical~~evaluate ~~accounting~~current ~~policies~~information ~~are impacted~~available ~~significantly~~to byus ~~judgments,~~to determine ~~assumptions,~~whether ~~and~~such ~~estimates~~accruals ~~used~~should inbe ~~the preparation of the Financial Statements~~adjusted.

We recognize ~~are~~deferred ~~subject~~tax toassets ~~various~~(future ~~loss~~tax ~~contingencies~~benefits) ~~arising in~~and ~~the~~liabilities ~~ordinary~~for ~~course~~the ofexpected ~~business.~~future Wetax ~~consider~~consequences ~~the likelihood~~ of ~~loss~~temporary ordifferences between ~~impairment~~the ofbook ancarrying ~~asset~~amounts orand the ~~incurrence~~tax basis of aassets ~~liability,~~and ~~as well~~liabilities. asThe ~~our~~deferred ~~ability~~tax toassets ~~reasonably~~and ~~estimate~~liabilities represent the expected ~~amount~~future oftax ~~loss~~return inconsequences ~~determining~~of ~~loss~~those ~~contingencies.~~differences, Anwhich ~~estimated~~are ~~loss~~expected ~~contingency~~to isbe ~~accrued when~~either ~~management~~deductible ~~concludes~~or ~~that~~taxable itwhen isthe ~~probable~~assets ~~that~~and liabilities anare ~~asset~~recovered ~~has~~or ~~been~~settled. ~~impaired~~Future ortax abenefits ~~liability~~have ~~has~~ been ~~incurred~~fully ~~and~~offset ~~the~~by ~~amount~~a of100% ~~the~~valuation ~~loss can~~allowance beas ~~reasonably~~management ~~estimated.~~is Weunable to ~~regularly~~determine ~~evaluate~~that ~~current~~it ~~information~~is ~~available~~more tolikely usthan tonot ~~determine~~that ~~whether~~this ~~such~~deferred ~~accruals~~tax ~~should~~asset will be ~~adjusted~~realized.

~~We recognize deferred tax assets (future tax benefits)~~Recent ~~and~~Accounting liabilities for the expected future tax consequences of temporary differences between the book carrying amounts and the tax basis of assets and liabilities. The deferred tax assets and liabilities represent the expected future tax return consequences of those differences, which are expected to be either deductible or taxable when the assets and liabilities are recovered or settled. Future tax benefits have been fully offset by a 100% valuation allowance as management is unable to determine that it is more likely than not that this deferred tax asset will be realized.Pronouncements

~~Recent~~The Company ~~Accounting~~has ~~Pronouncements~~implemented all new accounting pronouncements that are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

~~The Company has implemented all new accounting~~Off ~~pronouncements~~Balance ~~that~~Sheet are in effect. These pronouncements did not have any material impact on the financial statements unless otherwise disclosed, and the Company does not believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.Arrangements

~~Off~~We have ~~Balance~~not ~~Sheet~~entered ~~Arrangements~~into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.

We have not entered into any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources and would be considered material to investors.26

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to smaller reporting companies.

25Item 4. Controls and Procedures.

~~Item~~Evaluation of 4.Disclosure Controls and Procedures.

~~Evaluation~~We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of ~~Disclosure~~the ~~Controls~~Securities Exchange Act of 1934, as amended (the “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and ~~Procedures~~reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended June 30, 2024.

~~We maintain disclosure controls and procedures~~The ~~(as~~following ~~defined~~aspects ~~in Rules 13a-15(e) and 15d-15(e)~~ of the ~~Securities~~Company ~~Exchange~~were ~~Act~~noted ~~of 1934,~~ as ~~amended~~potential ~~(the~~material “Exchange Act”) that are designed to be effective in providing reasonable assurance that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission (the “SEC”), and that such information is accumulated and communicated to our management to allow timely decisions regarding required disclosure. Our Chief Executive Officer and Chief Financial Officer evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, they concluded that our disclosure controls and procedures were not effective for the quarterly period ended March 31, 2024.weaknesses:

~~The~~1. ~~following~~We ~~aspects~~do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the ~~Company~~Sarbanes-Oxley ~~were~~Act ~~noted as~~which ~~potential~~is applicable to us for the period ended June 30, 2024. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material ~~weaknesses:~~weakness.

12. We do not have ~~written~~sufficient ~~documentation~~resources ofin our ~~internal~~accounting ~~control~~function, ~~policies~~which ~~and~~restricts ~~procedures.~~the ~~Written~~Company’s ~~documentation~~ability ofto ~~key~~gather, ~~internal~~analyze ~~controls~~and ~~over~~properly review information related to financial reporting isin a ~~requirement~~timely manner. As a result, as of ~~Section~~the ~~404~~date of filing, we have not completed our ASC 606 implementation process and, thus, cannot disclose the ~~Sarbanes-Oxley~~quantitative ~~Act~~impact ~~which~~of isadoption ~~applicable~~on our financial statements. In addition, due to usour ~~for~~size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the ~~period~~extent ~~ended~~possible, ~~March~~the 31initiation of transactions, ~~2022~~the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have ~~written~~segregation ~~documentation~~ of ~~our~~duties ~~internal controls and procedures~~ on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

23. We ~~do not~~ have ~~sufficient~~inadequate ~~resources~~controls into ~~our~~ensure ~~accounting~~that ~~function,~~information ~~which~~necessary ~~restricts the Company’s ability~~ to ~~gather, analyze and~~ properly ~~review~~record ~~information~~transactions ~~related~~is toadequately ~~financial~~communicated ~~reporting~~on in a timely ~~manner.~~basis Asfrom ~~a result, as of the date of filing, we have not completed our ASC 606 implementation process and, thus, cannot disclose the quantitative impact of adoption on our~~ non-financial ~~statements.~~personnel ~~In addition, due~~ to ~~our~~those ~~size~~responsible ~~and~~for ~~nature,~~financial ~~segregation of all conflicting duties may not always be possible and may not be economically feasible~~reporting. ~~However,~~Management toevaluated the ~~extent~~impact ~~possible,~~of the ~~initiation~~lack of ~~transactions,~~timely ~~the~~communication ~~custody~~between ofnon–financial ~~assets~~personnel and ~~the~~financial ~~recording~~personnel ~~of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties~~ on our assessment of our ~~disclosure~~reporting controls and procedures and has concluded that the control deficiency ~~that resulted~~ represented a material weakness.

34. WeCertain ~~have~~control ~~inadequate~~procedures ~~controls~~were unable to ~~ensure~~be ~~that~~verified ~~information~~due ~~necessary~~ to ~~properly~~performance ~~record~~not ~~transactions~~being issufficiently ~~adequately~~documented. ~~communicated~~As onan aexample, ~~timely~~some ~~basis~~procedures ~~from~~requiring ~~non-financial~~review ~~personnel~~of certain reports could not be verified due to ~~those~~there ~~responsible~~being ~~for~~no ~~financial~~written ~~reporting~~documentation of such review. Management evaluated the impact of ~~the~~its ~~lack~~failure ofto ~~timely~~maintain ~~communication~~proper ~~between~~documentation ~~non–financial~~of ~~personnel~~the ~~and~~review ~~financial~~process ~~personnel~~ on ~~our~~its assessment of ~~our~~its reporting controls and procedures and has concluded ~~that~~deficiencies ~~the control deficiency~~ represented a material weakness.

4.In designing ~~Certain~~and ~~control~~evaluating ~~procedures~~disclosure ~~were~~controls ~~unable~~and toprocedures, bemanagement ~~verified~~recognizes ~~due~~that toany ~~performance~~controls ~~not~~and ~~being~~procedures, ~~sufficiently~~no ~~documented.~~matter Ashow anwell designed ~~example~~and operated, ~~some~~can ~~procedures~~provide ~~requiring~~only ~~review~~reasonable, ~~of certain reports could~~ not beabsolute ~~verified~~assurance ~~due~~of toachieving ~~there~~the ~~being~~desired ~~no written documentation of such review~~objectives. ~~Management~~Also, ~~evaluated~~ the ~~impact~~design of ~~its~~a control ~~failure~~system tomust ~~maintain~~reflect ~~proper documentation of~~ the ~~review~~fact ~~process~~that onthere ~~its~~are ~~assessment~~resource ofconstraints ~~its reporting controls~~ and ~~procedures~~the ~~and~~benefits ~~has~~of ~~concluded~~controls ~~deficiencies~~must ~~represented~~be aconsidered ~~material~~relative ~~weakness~~to their costs.

~~In designing and evaluating disclosure controls~~Changes ~~and~~in ~~procedures,~~Internal management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute assurance of achieving the desired objectives. Also, the design of a control system must reflect the fact that there are resource constraints and the benefits of controls must be considered relative to their costs.Controls

~~Changes~~Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in ~~Internal~~the ~~Controls~~Company’s internal controls over financial reporting during the quarter ended June 30, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer concluded that no change occurred in the Company’s internal controls over financial reporting during the quarter ended March 31, 2024, that has materially affected, or is reasonably likely to materially affect, the Company’s internal controls over financial reporting.27

26PART II – OTHER INFORMATION

~~PART~~Item. 1. IILegal ~~– OTHER INFORMATION~~Proceedings.

~~Item.~~From time 1to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. ~~Legal~~Litigation is ~~Proceedings~~subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

~~From~~As of ~~time~~the todate ~~time,~~of wethis ~~may~~filing, ~~become~~there ~~involved~~are inno ~~various lawsuits~~material ~~and~~pending legal or governmental proceedings ~~which~~relating ~~arise~~to inour ~~the~~Company ~~ordinary~~or ~~course~~properties ofto which ~~business.~~we ~~Litigation~~are isa ~~subject~~party, and, to ~~inherent~~our ~~uncertainties~~knowledge, ~~and~~there ~~an adverse~~are ~~result~~no inmaterial ~~these~~proceedings orto ~~other~~which ~~matters~~any ~~may~~of ~~arise~~our ~~from~~directors, ~~time~~executive officers, or affiliates are a party adverse to ~~time~~us ~~that~~or ~~may~~which ~~harm~~have ~~our~~a ~~business~~material interest adverse to us.

~~As of the date of this filing, there are no material~~Item ~~pending~~1A. ~~legal~~Risk or governmental proceedings relating to our Company or properties to which we are a party, and, to our knowledge, there are no material proceedings to which any of our directors, executive officers, or affiliates are a party adverse to us or which have a material interest adverse to usFactors.

~~Item~~We are ~~1A.~~a ~~Risk~~smaller ~~Factors~~reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934 and, as such, are not required to provide the information under this Item.

~~We are a smaller reporting company as defined~~Item by2. ~~Rule~~Unregistered ~~12b-2~~Sales of ~~the~~Equity Securities ~~Exchange~~and ~~Act~~Use of ~~1934 and, as such, are not required to provide the information under this Item~~Proceeds.

~~Item~~We issued 2.no ~~Unregistered~~securities ~~Sales~~during ofthe ~~Equity~~three ~~Securities~~months ~~and~~ended ~~Use~~June of30, ~~Proceeds~~2024, not previously reported.

~~We issued no securities during the three months~~Item ~~ended~~3. ~~March~~Defaults ~~31,~~Upon ~~2024,~~Senior ~~not previously reported~~Securities.

~~Item 3. Defaults Upon Senior Securities.~~None

~~None~~Item 4. Mine Safety Disclosures.

~~Item 4~~Not applicable. ~~Mine Safety Disclosures.~~

~~Not~~Item 5. ~~applicable~~Other Information.

~~Item 5~~None. ~~Other Information.~~

~~None~~Item 6. Exhibits

Item 6. Exhibits

Exhibit		Description
31.1		Section 302 Certification of Principal Executive Officer and Financial Officer*
32.1		Section 906 Certification of Principal Executive Officer and Financial Officer*
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

Exhibit		Description
31.1		Section 302 Certification of Principal Executive Officer and Financial Officer*
32.1		Section 906 Certification of Principal Executive Officer and Financial Officer*
101.INS		Inline XBRL Instance Document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document.
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

*	filed herewith

* filed herewith28

27SIGNATURES

~~SIGNATURES~~In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

In accordance with the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOWMO, INC.

Date: November 13, 2024	By:	/s/ Michael Lakshin
	Name:	Michael Lakshin
	Title:	President and Chairman of the Board
		(Principal Executive Officer)
		(Principal Financial and Accounting Officer)

	BOWMO, INC.
Date: October 29, 2024	By:	/s/ Michael Lakshin
	Name:	Michael Lakshin
	Title:	President and Chairman of the Board
		(Principal Executive Officer)
		(Principal Financial and Accounting Officer)

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