Forward Looking Statements

This Quarterly Report on Form 10-Q contains forward-looking statements. For this purpose, any statements contained in this Report that are not statements of historical fact may be deemed to be forward-looking statements. Forward-looking information includes statements relating to future actions, prospective products, future performance or results of current or anticipated products, sales and marketing efforts, costs and expenses, interest rates, outcome of contingencies, financial condition, results of operations, liquidity, business strategies, cost savings, objectives of management, and other matters. You can identify forward-looking statements by those that are not historical in nature, particularly those that use terminology such as "may," "will," "should," "expects," "anticipates," "contemplates," "estimates," "believes," "plans," "projected," "predicts," "potential," or "continue" and similar expressions or the negative of these similar terms. The Private Securities Litigation Reform Act of 1995 provides a "safe harbor" for forward-looking information to encourage companies to provide prospective information about themselves without fear of litigation so long as that information is identified as forward-looking and is accompanied by meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those projected in the information.

These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that we cannot predict. In evaluating these forward-looking statements, you should consider various factors, including the following: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash, which are explained below under "Liquidity and Capital Resources". We assume no obligation to update forward-looking statements, except as otherwise required under the applicable federal securities laws. Unless stated otherwise, terms such as the "Company," "Cruzani," "we," "us," "our," and similar terms shall refer to Cruzani, Inc., a Nevada corporation, and its subsidiaries.

Results of Operations

Three Months Ended June 30, 2022 Compared to the Three Months Ended June 30, 2021

Revenues

Revenues for the three months ended June 30, 2022 totaled $61 thousand, an increase of $52 thousand or 580% compared to $9 thousand of revenues for the three months ended June 30, 2021. This was primarily a result of increased operations for the three months ended June 30, 2022.

Cost of Revenues

Cost of revenues for the three months ended June 30, 2022 totaled $21 thousand, an increase of $21 thousand or 100% compared to $0 cost of revenues for the three months ended June 30, 2021. This was primarily a result of increased revenue activities, resulting in increased costs for the three months ended June 30, 2022.

Compensation Expense

Compensation expense for the three months ended June 30, 2022 and June 30, 2021 was $101 thousand and $103 thousand, respectively, and consists entirely of compensation paid to officers..

Consulting Fees

Consulting fees for the three months ended June 30, 2022 was $47 thousand, an increase of $47 thousand or 100% from $0 through the three months ended June 30, 2021. The increase is due to the consulting contract acquired in the Merger on May 4, 2022 with a fee of $25,000 per month, payable in a note, the consultant shall provide accounting and financial statement services, evaluate business acquisition opportunities and help in securing financing.

General and administrative expenses

General and administrative expenses for the three months ended June 30, 2022 were $49 thousand compared to $641 for the three months ended June 30, 2021. The increase was primarily due to payments for investor relations.




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Professional fees

Professional fees for the three months ended June 30, 2022 were $121 thousand, an increase of $121 thousand or 100% compared to $0 for the three months ended June 30, 2021. The increase in expenses were due to greater legal expenses and expenses associated with the extinguishment of debt.

Other Income (Expense)

Total other expense for the three months ended June 30, 2022 were $10 thousand, a decrease of $14 thousand or 58% compared to $24 thousand of expense for the three months ended June 30, 2021. The decrease is a result of the gain on new methodology for accounting for debt conversion features, offset by the decrease in interest expense

Net Loss

The Company had a net loss of $287 thousand for the three months ended June 30, 2022, as compared to a net loss of $119 thousand for the three months ended June 30, 2021. The increase in net loss is a result of the explanations above.

Six Months Ended June 30, 2022 Compared to the Six Months Ended June 30, 2021

Revenues

Revenues for the six months ended June 30, 2022 totaled $150 thousand, an increase of $141 thousand or 1565% compared to $9 thousand of revenues for the six months ended June 30, 2021. This was primarily a result of increased operations for the three months ended June 30, 2022.

Cost of Revenues

Cost of revenues for the six months ended June 30, 2022 totaled $48 thousand, an increase of $48 thousand or 100% compared to $0 cost of revenues for the six months ended June 30, 2021. This was primarily a result of increased revenue activities, resulting in increased costs for the three months ended June 30, 2022.

Compensation Expense

Compensation expense for the six months ended June 30, 2022 and June 30, 2021 was $203 thousand and $204 thousand, respectively, and consists entirely of compensation paid to officers..

Consulting Fees

Consulting fees for the three months ended June 30, 2022 was $47 thousand, an increase of $47 thousand or 100% from $0 through the six months ended June 30, 2021. The increase is due to the consulting contract acquired in the Merger on May 4, 2022 with a fee of $25,000 per month, payable in a note, the consultant shall provide accounting and financial statement services, evaluate business acquisition opportunities and help in securing financing.

General and administrative expenses

General and administrative expenses for the six months ended June 30, 2022 were $55 thousand compared to $1 thousand for the six months ended June 30, 2021. The increase was primarily due to payments for investor relations.

Professional fees

Professional fees for the six months ended June 30, 2022 were $131 thousand, an increase of $131 thousand or 100% compared to $0 for the six months ended June 30, 2021. The increase in expenses were due to greater legal expenses and expenses associated with the extinguishment of debt.

Other Income (Expense)

Total other expense for the six months ended June 30, 2022 were $17 thousand, a decrease of $59 thousand or 58% compared to $24 thousand of expense for the three months ended June 30, 2021. The decrease is a result of the gain on new methodology for accounting for debt conversion features, offset by the decrease in interest expense

Net Loss

The Company had a net loss of $351 thousand for the three months ended June 30, 2022, as compared to a net loss of $255 thousand for the three months ended June 30, 2021. The increase in net loss is a result of the explanations above.




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Quarterly Developments

None.

Significant Developments

Acquisition of Bowmo, Inc.

On May 4, 2022, the Company entered into a merger agreement (the "Merger Agreement") with 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 will be exchanged for shares of the Company's common stock and Bowmo became the Company's wholly owned subsidiary.

The Merger was effected pursuant to the Merger Agreement. The Merger is being accounted for as a reverse merger whereby Bowmo is the acquirer for accounting purposes. Bowmo is considered the acquiring company for accounting purposes as upon completion of the Merger, Bowmo's former stockholders held a majority of the voting interest of the combined company.

Pursuant to the Merger, the Company issued Series G Preferred Stock holding the voting rights to 78% of the total voting equity securities to Bowmo's stockholders.

Going Concern

The accompanying 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 $(5,014,544). 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.

Critical Accounting Estimates and Policies

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 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 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.

We are subject to various loss contingencies arising in the ordinary course of business. We consider the likelihood of loss or impairment of an asset or the incurrence of a liability, as well as our ability to reasonably estimate the amount of loss in determining loss contingencies. An estimated loss contingency is accrued when management concludes that it is probable that an asset has been impaired or a liability has been incurred and the amount of the loss can be reasonably estimated. We regularly evaluate current information available to us to determine whether such accruals should be adjusted.

We recognize deferred tax assets (future tax benefits) and 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.

Recent Accounting Pronouncements

The Company has 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.




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Off Balance Sheet Arrangements

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.

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