Acquisitions

Interview mastery

On December 16 2022, bowmo, Inc. (the "Company") entered into an Asset Purchase Agreement (the "APA") with Interview Mastery Corporation ("Interview Mastery"), a Delaware corporation, by and through Michael R. Neece ("Neece") and Caseridus, Inc. Under the terms of the APA, the Company will pay the purchase price through the issuance of 2,000,000,000 shares of the Company's common stock in two tranches: (i) 1,000,000,000 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 of $0.0002 ; and (ii) 1,000,000,000 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 250,000,000 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. As of December 31, 2022, the 1,000,000,000 shares of common stock for the acquisition of Interview Mastery have not 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 shall create a new board seat and offer such seat to Neece who will be formally invited to join the Company's Board of Directors.

The acquisition was accounted for 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 Accordingly, the total purchase consideration was allocated 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.

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



                                                       Weighted Average
                                                          Useful Life
Description                            Fair Value           (Years)
Cash                                  $      1,633
Prepaid expenses                               997

Loss on acquisition - related party 197,370

$    200,000



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There were no acquisition costs 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.

Results of Operations The following discussion and analysis of the results of operations and financial condition for the years ended December 31, 2022 and 2021 should be read in conjunction with our consolidated financial statements and the notes to those consolidated financial statements that are included elsewhere in this Annual 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."

Revenues

Revenues for the year ended December 31, 2022 totaled $186,000, a decrease of $16,000 or 8% compared to $202,000 of revenues for the year ended December 31, 2021. This was primarily caused by a reduction in our Recruiting as a Service revenue, offset by an increase in our direct placement revenue.

Cost of Revenues

Cost of revenues for the year ended December 31, 2022 totaled $76,000, an increase of $24,000 or 47% compared to $52,000 cost of revenues for the year ended December 31, 2021. This was primarily the result of increased costs associated with direct placement revenue.

Compensation Expense

Compensation expense for the year ended December 31, 2022 and 2021 was $432,000 and $404,000, respectively, and consists entirely of compensation paid to officers.

Consulting Fees

Consulting fees for the year ended December 31, 2022 was $182,000, an increase of $182,000 or 100% from $0 through the year ended December 31, 2021. The increase is due to the consulting contract acquired in the Merger on May 4, 2022 with a fee of $10,000 to $25,000 per month, payable in a note, in which the consultant shall provide accounting and financial statement services, evaluate business acquisition opportunities,

a

nd help in securing financing.

General and administrative expenses

General and administrative expenses for the year ended December 31, 2022 were $364,000 compared to $21,000 for the year ended December 31, 2021. The increase was primarily due to payments for investor relations, an increase in development expenses

and a loss of $197,000 as a result of the related party loss on the acquisition of Interview Mastery.

Professional fees

Professional fees for the year ended December 31, 2022 were $780,000, an increase of $766,000 or 5,485% compared to $14,000 for the year ended December 31, 2021. The increase in expenses were due to greater legal and accounting expenses and expenses associated with SEC filings and the extinguishment of debt.




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Other Income (Expense)

Total other expense for the year ended December 31, 2022 was $2,933,000, an
increase of $2,955,000 or
13,205
% compared to $22,000 of income for the year ended December 31, 2021. The
increase in expense is primarily the result the recognition and change in the
value of derivative liabilities in 2022 of $2,033,000 and additionally the
increase of interest expense by $870,000 in 2022 compared to 2021.

Net Loss

The Company had a net loss of $4,580,000 for the year ended December 31, 2022, as compared to a net loss of $266,000 for the year ended December 31, 2021. The increase in net loss is a result of the explanations above.

Liquidity and Capital Resources

For the year ended December 31, 2022, we used $618,000 in operating activities compared to $274 provided by in the prior year. Cash used in 2022 is primarily the result of a net loss of $4,580,000, the change in the fair value of derivative liabilities of $545,000, and a gain on new methodology for accounting for debt conversion features $28,000, offset by interest expense on put premium on stock settled debt of $146,000, loss on acquisition from related party of $197,000, amortization of debt discount of $289,000, stock-based compensation of $216,000, initial derivative expense of $2,578,000, and an increase in accounts payable and accrued interest of $972,000.

For the years ended December 31, 2022 and 2021, our cash flows from investing activities was $2,150 and $0, respectively. The increase is primarily the result of the cash acquired in the reverse merger and acquisition.

For the year ended December 31, 2022, we generated $782,000 through financing activities compared to $0 in the year ended December 31, 2021. The increase in funds was due greater funds from financings as the Company evaluates its operating options.

The Company currently owes $564,000 on notes payable, most of which are in default, and $670,000 for outstanding convertible notes, net of discounts. $209,681 of the convertible notes payable are in default.

Going Concern

The accompanying consolidated financial statements 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 has an accu mulated deficit of approximately $9.2 million, and a net loss for the year ended December 31, 2022 of $4.6 million. Of the loss, approximately $1.6 million was due to operations and the remainder was due primarily to interest expense and the derivative liabilities. 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.

There can be no assurance that sufficient funds required during the next year or thereafter will be generated from operations or available from external sources such as debt or equity financings, or other potential sources. The inability to generate cash flow from operations or to raise capital from external sources will force the Company to substantially curtail and cease operations, therefore, having a material adverse effect on its business. Furthermore, there can be no assurance that any funds, if available, will possess attractive terms or not have a significant dilutive effect on the Company's existing stockholders.

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