Exhibit 99.1

Auditors’ Report

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of Bowmo, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Bowmo, Inc. as of December 31, 2021 and 2020, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

We have served as the Company's auditor since 2022

Lakewood, CO

July 20, 2022

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

BOWMO, INC.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT

yearS ended December 31, 2021 AND 2020

The accompanying notes are an integral part of these financial statements

The accompanying notes are an integral part of these financial statements

BOWMO, INC.

BOWMO, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

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

A financial asset or liability’s classification within the hierarchy is determined based on the lowest level input that is significant to the fair value measurement. The table below summarizes the fair values of our financial assets and liabilities as of December 31, 2021 and 2020 respectively:

The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the years ended December 31, 2021 and 2020:

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

The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component of income tax expense (benefit). The Company did not recognize any interest or penalties during the years ended December 31, 2021 and 2020, nor did it have any interest or penalties accrued as of December 31, 2021 and 2020.

BOWMO, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

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

Recent Accounting Pronouncements

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

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

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

Earnings (Loss) per Share

Basic net loss per share is calculated using the weighted average number of common shares outstanding during the periods. Diluted earnings per share is calculated by dividing earnings (loss) by the weighted number of common shares outstanding. If there is a loss from operations, diluted EPS is computed in the same manner as basic EPS is computed. Accordingly, the outstanding Series Preferred Stock is considered anti-dilutive in which 652,759 and 652,259 were issued and outstanding at December 31, 2021 and 2020, respectively. The outstanding stock options are considered anti-dilutive in which 471,357 were issued and outstanding at December 31, 2021 and 2020.

BOWMO, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

Note 3 – Going Concern

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

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

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

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

BOWMO, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

Economic Injury Disaster Loan

Entities negatively impacted by the coronavirus (“COVID-19”) pandemic were eligible to apply for loans sponsored by the United States Small Business Administration (“SBA”) Economic Injury Disaster Loan (“EIDL Loan”) program. On July 15, 2020, the Company received cash proceeds of $40,400 under this program. In addition, in July 2020, the Company received $6,000 from the SBA as a COVID-19 Economic Injury Disaster Loan Advance (the “EIDL Advance”). The proceeds can be used to fund payroll, healthcare benefits, rent and other qualifying expenses, and the loan is not subject to a loan forgiveness provision. The standard EIDL Loan repayment terms include interest accruing at 3.75% per annum effective July 15, 2020; the payment schedule contains a one-year deferral period on initial principal and interest payments; the loan term is thirty years; and there is no prepayment penalty or fees. The Company pledged all assets of the Company as collateral for the loan. As of December 31, 2021 and 2020, the amounts outstanding totaled $40,400 and $46,400, respectively, and is classified as part of notes payable on the balance sheets. Additionally, the Company entered into a security agreement with the SBA in which this promissory note is collateralized by certain of the Company’s property as specified within the security agreement. On January 6, 2021, the SBA announced a one-year extension of the deferral period for loans that commenced in 2020 delaying payments of principal and interest to July 2022. On October 8, 2021, the Company received notice of forgiveness from the SBA. Pursuant to an SBA Procedural Notice in December 2020, the EIDL Advance was also forgiven. The Company has recognized the entire EIDL Advance amount of $6,000 as grant income, which is included in other income (expense) in the statement of operations for the year ended December 31, 2021. See Note 10 – Subsequent Events for subsequent modifications of the EIDL Loan.

Paycheck Protection Program

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

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

On October 18, 2021 the Company received notification from the SBA that the PPP Note has been forgiven in its entirety. The Company has recognized the forgiveness of the loan amount of $6,000 as forgiveness of note payable – PPP loan, which is included in other income (expense) in the statement of operations for the year ended December 31, 2021.

Convertible Note

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

BOWMO, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

Derivative liability

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

A summary of quantitative information with respect to valuation methodology and significant unobservable inputs used for the Company’s common stock purchase that are categorized within Level 3 of the fair value hierarchy for the years ended December 31, 2021 and 2020 is as follows:

Annual maturities of the notes payable are as follows:

Interest expense for the years ended December 31, 2021 and 2020 was $56,837 and $46,447, respectively.

Note 5 – Stockholders’ Equity

Preferred Stock

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

BOWMO, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

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

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

During 2020, pursuant to an agreement with a preferred shareholder, 2,831,075 shares of the Company’s preferred stock were surrendered for no consideration.

As of December 31, 2021 and 2020, there were 652,259 shares of the Company’s Series AA Preferred stock issued and outstanding, respectively, and 500 and 0 of the Company’s Super Preferred Stock issued and outstanding, respectively.

Common Stock

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

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

In 2020, pursuant to the Founders Agreement, Michael Lakshin, President, was issued 7,000,000 shares of the Company’s common stock for no consideration valued at $700,000.

Note 6 – Stock Options

During the year ended December 31, 2015, the Company adopted the Bowmo, Inc. 2015 Stock Incentive Plan (the “Plan”) under which options exercisable for shares of common stock have been or may be granted to employees, directors, and consultants. A total of 2,000,000 shares of common stock are reserved for issuance under the Plan. At December 31, 2021 and 2020, there were 1,528,643 shares of common stock, respectively, reserved for future awards under the Plan. The Company issues new shares of common stock from the shares reserved under the Plan upon exercise of options.

The Plan is administered by the Board of Directors (the “Board”). The Board is authorized to select from among eligible employees, and directors those individuals to whom options are to be granted and to determine the number of shares to be subject to, and the terms and conditions of the options. Generally, the interpretation and construction of any provision of the Plan or any options granted hereunder is within the discretion of the Board.

The Plan provides that options may or may not be Incentive Stock Options (ISOs) within the meaning of Section 422 of the Internal Revenue Code. Only employees of the Company are eligible to receive ISOs, while employees, non-employee directors, consultants, and service providers are eligible to receive options which are not ISOs, i.e. “Non-Qualified Stock Options.”

BOWMO, INC.

NOTES TO FINANCIAL STATEMENTS

YEARS ENDED DECEMBER 31, 2021 AND 2020

The fair value of each option granted is estimated on the grant date using the Black-Scholes option pricing model or the value of the services provided, whichever is more readily determinable. The Black-Scholes option pricing model takes into account, as of the grant date, the exercise price and expected life of the option, the current price of the underlying stock and its expected volatility, expected dividends on the stock and the risk-free interest rate for the term of the option.

The following is a summary of the stock options granted, forfeited or expired, and exercised under the Plan for the years ended December 31, 2021 and 2020 respectively: