ThZeal - The Zeal

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q/A

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

For the quarterly period ended June 30, 2022

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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

CRUZANI, 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

Former address: 211 Greenwood Avenue, 2-2, Unit 129, Bethel CT 06801

Former telephone number: (646) 893-1112

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

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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

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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.

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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12-b2 of the Exchange Act). Yes

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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		CZNI		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

August 15

, 2022, there were 18,572,705,574 shares of Common Stock, par value $0.0001 per shares outstanding.

Table of Contents

PART I

Item 1.	Condensed Financial Statements	1
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	24
Item 4.	Controls and Procedures	24

PART II

Item 1.	Legal Proceedings	25
Item 1A.	Risk Factors	25
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	25
Item 3.	Defaults Upon Senior Securities	25
Item 4.	Mining Safety Disclosures	25
Item 5.	Other Information	25
Item 6.	Exhibits	25
	Signatures	26

Explanatory Note

Cruzani Inc. (the “

Company

”) is filing this Amendment No. 1 to Quarterly Report on Form 10-Q/A (the “

Amendment

”) to amend its Annual Report on Form 10-Q for the quarter ended June 30, 2022, as filed by the Company with the Securities and Exchange Commission (the “

SEC

”) on August 15, 2022 (the “

Original Form 10-Q

”). The purpose of this Amendment is to do the following: correct the reported number of shares of common stock outstanding as of August 15, 2022.

No attempt has been made in this Amendment to modify or update the other disclosures presented in the Original Form 10-Q. This Amendment does not reflect events occurring after the filing of the original report (i.e., those events occurring after August 15, 2022) or modify or update those disclosures that may be affected by subsequent events. Accordingly, this Amendment should be read in conjunction with the Original Form 10-Q and the Company’s other filings with the SEC.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

Condensed Consolidated Balance Sheets as June 30, 2022 (unaudited) and December 31, 2021	2

Condensed Consolidated Statements of Operations for the three months and six months ended June 30, 2022 and 2021 (unaudited)	3

Condensed Consolidated Statements of Stockholders’ Deficit for the three and six months ended June 30, 2022 and 2021 (unaudited)	4-5

Condensed Consolidated Statements of Cash Flows for the six months ended June 30, 2022 and 2021 (unaudited)	6

Notes to Condensed Consolidated Financial Statements (unaudited)	7

Cruzani, Inc. and Subsidiaries
Condensed Consolidated Balance Sheets

	June 30, 2022			December 31, 2021
	(Unaudited)
ASSETS
Cash and cash equivalents	$	284,820		$	385
Accounts receivable		-			37,638

Total Assets	$	284,820		$	38,023

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities:
Accounts payable	$	392,253		$	65,853
Accrued expenses		286			286
Accrued interest		1,183,742			18,602
Accrued officer compensation		1,069,074			556,394
Convertible Notes		286,210			84,681
Put premium on stock settled debt		159,684			-
Derivative liability		-			110,992
Deferred revenue		-			3,108
Loans payable, current portion		257,185			-
Total Current Liabilities		3,348,434			839,916

Loans payable, net of current portion		306,815			40,401
Total Liabilities		3,655,249			880,317

Commitments and Contingencies (Note 13)

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 June 30, 2022 and December 31, 2021, respectively		33,815			-
Series B Preferred stock, 10,000 shares authorized, par value $0.01; 5,000 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		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 June 30, 2022 and December 31, 2021, respectively		50,000			-
Series D Preferred stock, 125,000 shares authorized, par value $0.0001; 125,000 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		12			-
Series E Preferred stock to be issued		166,331			-
Series F Preferred stock, 101 shares authorized, par value $0.0001; 101 and 0 shares issued and outstanding as of June 30, 2022 and December 31, 2021, 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 June 30, 2022 and December 31, 2021, respectively		1,000			-
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, 2022 and December 31, 2021, respectively		-			652
Series Super Preferred stock, 10,000,000 shares authorized, par value $0.0001; 0 and 500 shares issued and outstanding as of June 30, 2022 and December 31, 2021, respectively		-			1
Common stock 20,000,000,000 shares authorized, $0.0001 par value; 15,628,974,812 and 18,150,000 shares issued and outstanding, respectively at June 30, 2022 and December 31, 2021		156,290			18,150
Common stock to be issued, 2,550,000 and 0 shares as of June 30, 2022 and December 31, 2021, respectively		26			-
Treasury stock, at cost – 2,917 shares and 0 shares as of June 30, 2022 and December 31, 2021, respectively		(773,500	)		-
Additional paid in capital		2,010,091			3,802,391
Accumulated deficit		(5,014,544	)		(4,663,488	)
Total Stockholders’ Deficit		(3,370,429	)		(842,294	)
Total Liabilities and Stockholders’ Deficit	$	284,820		$	38,023

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

Cruzani, Inc. and Subsidiaries
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	For the Six Months Ended June 30,
	2022			2021
CASH FLOWS FROM OPERATING ACTIVITIES:
Net l oss	$	(351,056	)	$	(255,462	)
Adjustments to reconcile net l oss to net cash (used in) provided by operating activities:
Convertible debt issued for services		46,667			-
Gain on new methodology for accounting for debt conversion features		(27,856	)		-
Expenses incurred on extinguishment of convertible debt and accrued interest		58,481			-
Change in fair value of derivative liability		1,545			(68	)
Debt discount amortization		13,748			42,456
Interest expense incurred on put premium on stock settled debt		10,714			-
Changes in Operating Assets and Liabilities:
Accounts receivable		37,638			-
Accrued interest		18,698			16,491
Accrued officer compensation		59,347			196,630
Deferred revenue		(3,108	)		-
Net Cash (Used in) provided by Operating Activities		(135,182	)		47

CASH FLOWS FROM INVESTING ACTIVITIES:
Cash acquired in Merger		517			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from loans payable		269,100			-
Proceeds from convertible notes		150,000
Net Cash Provided by Financing Activities		419,100			-

Net Increase in Cash		284,435			47
Cash at Beginning of Period		385			111
Cash at End of Period	$	284,820		$	158

Cash paid during the period for:
Interest	$	-		$	-
Income taxes	$	-		$	-

Supplemental disclosure of non-cash activity:
Common stock issued for extinguishment of debt and accrued interest	$	374,185		$	-
Tangible assets acquired in Merger	$	3,082,419		$	-
Equity acquired in Merger, net of cancellation of shares	$	3,063,589		$	-
Debt discount associated with issuance of warrants	$	306,200		$	-
Put premium on stock settled debt extinguishment	$	466,454		$	-
Issuance of Series G Preferred Stock	$	1,000		$	-

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

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

NOTE 1 – SUMMARY OF BUSINESS AND BASIS OF PRESENTATION

Organization and Business

Cruzani, Inc. (“Cruzani” or the “Company”) had been a franchise development company that builds and represents popular franchise concepts, and other related businesses, throughout the United States as well as international markets. The Company was originally formed as a limited liability company on February 5, 1999 under the name The Powerhouse, L.L.C. pursuant to the laws of the State of Oklahoma. On November 9, 2006, Powerhouse Productions, L.L.C. filed Articles of Conversion changing the entity from a limited liability company to a corporation under the name Harcom Productions, Inc. On January 25, 2010, Articles of Merger were filed with the State of Oklahoma merging U.S. Highland, Inc., an Oklahoma corporation into Harcom Productions, Inc. and the name of the corporation was changed to US Highland, Inc. US Highland, Inc. was a recreational power sports Original Equipment Manufacturer (“OEM”), developing motorcycles, quads, single cylinder engines, and v-twin engines under its own brand and for other OEMs. During 2017, the Company exited the recreational power sports OEM and leisure activity vehicles markets.

On May 4, 2022, the Company acquired Bowmo, Inc. (“Bowmo”), a privately held Delaware corporation formed in 2016. Upon completion of the acquisition, Bowmo is treated as the surviving entity and accounting acquirer although the Company was the legal acquirer. Accordingly, the Company’s historical financial statements are those of Bowmo.

Reverse Merger and Corporate Restructure

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.

Acquisition Accounting

The fair value of Cruzani assets acquired and liabilities assumed was based upon management’s estimates.

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	)
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

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Basis of Presentation

The accompanying unaudited interim consolidated condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). These unaudited consolidated condensed financial statements should be read in conjunction with the audited financial statements and footnotes for the year ended December 31, 2021 included on the Company’s Form 10-K. The results of the three and six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the full year ending December 31, 2022.

In the opinion of management, all adjustments necessary to present fairly the financial position as of June 30, 2022 and the results of operations and cash flows presented herein have been included in the financial statements. All such adjustments are of a normal and recurring nature. Interim results are not necessarily indicative of results of operations for the full year.

Principles of Consolidation

The accompanying unaudited interim consolidated condensed financial statements include the accounts of the Company. All financial information has been prepared in conformity with accounting principles generally accepted in the United States of America. All significant intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles 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.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less when purchased to be cash equivalents.

Concentrations of Credit Risk

We maintain our cash in bank deposit accounts, the balances of which at times may exceed federally insured limits. We continually monitor our banking relationships and consequently have not experienced any losses in our accounts. We believe we are not exposed to any significant credit risk on cash.

Accounts receivable

Accounts receivable include amounts due from customers. The amounts as of June 30, 2022 and December 31, 2021 are certain to be collected and no amount has been accrued for doubtful accounts based on specific reviews performed by management.

Deferred Revenue

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

Deferred revenue as of June 30, 2022 and December 31, 2021 is summarized as follows:

	June 30, 2022		December 31, 2021
Recruiting as a service		-		3,108
Total deferred revenue	$	-	$	3.108

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Revenue Recognition

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

The Company generates revenue from the following activities:

Software as a Service (“SaaS”):

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

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

Recruiting as a Service (“RaaS”):

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

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

Direct Placement:

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

Direct placement revenues are recognized on a gross basis on the date of hire of the candidate placed with an employer,

as it is more than probable that a significant revenue reversal will not occur.

This fee is only charged to the employer. Any payments received prior to the hire date are recorded as deferred revenue on the

unaudited condensed

balance sheets. Payments for recruitment services are typically due within 30 days of completion of services.

Direct placement revenue is subject to a 90-180 day guarantee that the candidate will not resign or be terminated in that time period. The Company uses historical evidence as well as additional factors to determine and estimate the amount of consideration received that the Company does not expect to be entitled to. For any amounts received for which the Company does not expect to be entitled, it would not recognize revenue when the candidate is hired but would recognize those amounts received as a refund liability. The Company included in the transaction price the estimated amount of variable consideration per the expected value method. A refund liability would be credited for the difference between cash consideration received and variable consideration recognized. The refund liability would be updated at the end of each reporting period for any changes in circumstances. As of June 30, 2022 and December 31, 2021, there was no refund liability on the

unaudited condensed

balance sheets as historically no direct placement revenue has been refunded to the Company.

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Revenue Disaggregation

For the three and six months ended June 30, 2022 and 2021, revenues can be categorized into the following:

	Three months ended
	June 30, 2022		June 30, 2021

Direct placement	$	61,000	$	-
Recruiting as a Service		181		9,000
Total revenues	$	61,181	$	9,000

	Six months ended
	June 30, 2022		June 30, 2021

Direct placement	$	100,750	$	-
Recruiting as a Service		49,098		9,000
Total revenues	$	149,848	$	9,000

Cost of Revenues

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

Concentrations of credit risk

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

As of June 30, 2022, no customers accounted for more than 10% of accounts receivable. As of December 31, 2021, two customers accounted for more than 10% of accounts receivable, at 80% and 19%, for a total of 99%.

During the three months ended June 30, 2022, two customers accounted for more than 10% of revenue, at 83% and 11%, for a total of 94%. During the three months ended June 30, 2021, one customer accounted for more than 10% of revenue at 100%.

During the six months ended June 30, 2022, four customers accounted for more than 10% of revenue, at 60%, 14%, 14% and 12%, for a total of 100%. During the six months ended June 30, 2021, one customer accounted for more than 10% of revenue at 100%.

Fair value of financial instruments

The Company follows paragraph 825-10-50-10 of the FASB Accounting Standards Codification for disclosures about fair value of its financial instruments and paragraph 820-10-35-37 of the FASB Accounting Standards Codification (“Paragraph 820-10-35-37”) to measure the fair value of its financial instruments. Paragraph 820-10-35-37 establishes a framework for measuring fair value in accounting principles generally accepted in the United States of America (U.S. GAAP), and expands disclosures about fair value measurements. To increase consistency and comparability in fair value measurements and related disclosures, Paragraph 820-10-35-37 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three (3) broad levels. The fair value hierarchy gives the highest priority to quoted prices (unadjusted) in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The three (3) levels of fair value hierarchy defined by Paragraph 820-10-35-37 are described below:

Level 1:

Quoted market prices available in active markets for identical assets or liabilities as of the reporting date.

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Level 2:

Pricing inputs other than quoted prices in active markets included in Level 1, which are either directly or indirectly observable as of the reporting date.

Level 3:

Pricing inputs that are generally unobservable inputs and not corroborated by market data.

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 and warrants are measured at fair value. The Company’s derivative instruments and warrants 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 June 30, 2022 and December 31, 2021, respectively:

	Fair Value at June 30,		Fair Value Measurement Using
	2022		Level 1		Level 2		Level 3

Derivative liability	$	-	$	-	$	-	$	-
Warrants	$	293,096	$	-	$	-	$	293,096

	Fair Value at December 31,		Fair Value Measurement Using
	2021		Level 1		Level 2		Level 3

Derivative liability	$	110,992	$	-	$	-	$	110,992
Warrants	$	-	$	-	$	-	$	-

The reconciliation of the derivative liability measured at fair value on a recurring basis using unobservable inputs (Level 3) is as follows for the six months ended June 30, 2022 and 2021:

Balance at December 31, 2020	$	93,172
Addition of new derivative liabilities		-
Change in fair value of derivative liability		(68	)
Balance at June 30, 2021	$	93,104

Balance at December 31, 2021	$	110,992
Change in fair value of derivative liability		1,545
Transfer to put premium		(112,537	)
Balance at June 30, 2022	$	472,605

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Convertible Notes with Fixed Rate Conversion Options

The Company 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 at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense in accordance with ASC 480 - “Distinguishing Liabilities from Equity”.

Income Taxes

The unaudited condensed financial statements have been prepared in conformity with FASB Accounting Standards Codification 740 (“ASC 740”),

Income Taxes

. In accordance with ASC 740, deferred taxes are provided based on the temporary differences between the financial statement carrying amounts and the tax bases of assets and liabilities. Deferred taxes are measured using the enacted tax rates expected to be applied when temporary differences are settled or realized.

The Company did not have any material uncertain tax positions. The Company’s policy is to recognize interest and penalties accrued related to unrecognized benefits as a component of income tax expense (benefit). The Company did not recognize any interest or penalties during the three and six months ended June 30, 2022 and 2021, nor did it have any interest or penalties accrued as of June 30, 2022 and December 31, 2021.

Equity-based compensation

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

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 at June 30, 2022 and 2021, respectively. The outstanding stock options and warrants are considered anti-dilutive at June 30, 2022 and 2021.

Recently issued 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.

NOTE 2 – 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.

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

NOTE 3 – CASH AND CASH EQUIVALENTS

Cash and cash equivalents includes deposits on account held in escrow by our attorney. As of June 30, 2022 and December 31, 2021, the balances were as follows:

		June 30, 2022				December 31, 2021
Total		$	517			$	-

NOTE 4 – ACCRUED INTEREST

Accrued interest represents interest accrued on our long term indebtedness. A reconciliation of accrued interest at June 30, 2022 follows below:

Balance at December 31, 2021	$	18,602
Add: Accrued interest acquired in Merger		1,197,027
Add: Accrued interest on outstanding indebtedness		18,698
Less: Accrued interest extinguished on conversions of debt		(50,585	)
Accrued interest, June 30, 2022	$	1,183,742

NOTE 5 – CONVERTIBLE NOTES

On June 15, 2022, the Company issued a $165,000 convertible promissory note (the “Convertible Note”) to Trillium Partners, LP in exchange for $150,000. The Convertible Note bears interest at 12%, per annum. All unpaid principal and accrued interest under the Convertible Note will be due and payable in full one year from issuance. The note converts at $0.0001 per common share and Trillium Partners LP may elect to convert 1,500,000 shares of the Company’s common stock at any time.

The following table summarizes the convertible notes as of June 30, 2022 and December 31, 2021:

Creditor	Date Issued		Interest Rate			Maturity Date		June 30, 2022			December 31, 2021
Travel Data Solutions, Inc.		18-Nov-17		10	%		30-Nov-19	$	100,000		$	-
Travel Data Solutions, Inc.		18-Jan-19		10	%		31-Jan-20		25,000			-
Third Party		07-Jul-20		10	%		07-Jul-21		84,681			84,681
Trillium Partners, LP		25-May-21		12	%		25-May-22		22,000			-
Trillium Partners, LP		6-Jul-21		10	%		06-Jul-22		22,000			-
Frondeur Partners LLC		1-Dec-21		10	%		30-Sep-22		25,000			-
Frondeur Partners LLC		1-Jan-21		10	%		30-Oct-22		25,000			-
Frondeur Partners LLC		01-Feb-22		10	%		30-Nov-22		25,000			-
Frondeur Partners LLC		01-Mar-22		10	%		31-Dec-22		25,000			-
Frondeur Partners LLC		1-Apr-21		10	%		31-Jan-23		25,000			-
Frondeur Partners LLC		01-May-22		10	%		28-Feb-23		25,000			-
Frondeur Partners LLC		01-Jun-22		10	%		31-Mar-23		25,000			-
Trillium Partners, LP		15-June-22		12	%		15-Jun-23		165,000			-
Total								$	593,681		$	84,681
Less: debt discount									(307,471	)		-
Convertible notes payable, total									286,210			84,681

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

NOTE 6 – LOANS PAYABLE

The loan payable balances are as follows:

	Rate			June 30, 2022		December 31, 2021
Loan 1		1	%	$	27,000	$	-
Loan 2		1	%		3,000		-
Loan 3		8	%		64,000		-
Loan 4		8	%		160,500		-
Loan 5		3.75	%		309,500		40,400
Total				$	564,000	$	40,400

Loans 1 through 4 are past due as of the issuance of these financial statements.

Loan 1)

On May 30, 2013 and August 12, 2013, the Company 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.

Loan 2)

On February 27, 2014, and March 19, 2015, the Company received advances from a director of $6,000, and $10,200, respectively. During the year ended December 31, 2015, the Company repaid $13,200. The advances are unsecured, due on demand and bears interest at 1% per annum compounded and calculated monthly.

Loan 3)

On September 18, 2014, May 29, 2015, July 3, 2015, December 2, 2015, and January 4, 2016, the Company entered into unsecured, non-guaranteed, loan agreements pursuant to which the Company received proceeds of $35,000, $4,000, $5,000, $22,000, and $45,000, respectively. The loans bear interest at 8% per annum compounded 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, the Company 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) In February 2022, the Company agreed to the second and third modifications of the Economic Injury Disaster Loan (“EIDL” or “Loan 5”). The EIDL was modified to include additional borrowings of $269,200, which were received in full in February 2022. Periodic monthly payments have increased to $1,506. Additionally, the Company entered into an amended security agreement with the SBA in which this promissory note, and the modifications, is collateralized by certain of the Company’s property as specified within the amended security agreement.

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Annual

maturities of the loans payable are as follows:

For the year ending	Amount
December 31, 2022 (remainder of year)	$	254,500
December 31, 2023		5,994
December 31, 2024		6,807
December 31, 2025		7,066
December 31, 2026		7,336
Thereafter		282,297
Total payments		564,000

NOTE 7 – PUT PREMIUM ON STOCK SETTLED DEBT

At the end of the quarter ended June 30, 2022, the Company decided to adopt ASC 480- ” Distinguishing Liabilities from Equity.” When the 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 at its fixed monetary amount by measuring and recording a premium, as applicable, on the note date with a charge to interest expense.

In previous quarters, the Company had recorded such items as derivative liabilities. Thusly, there was a charge to put premium on stock settled debt and a decrease to derivative liability. On a going-forward basis, all put premiums will be charged to interest expense.

The reconciliation of put premium on stock settled debt is as follows

Balance at December 31, 2021	$	-
Add: put premium acquired in Merger		230,743
Add: Gain on new methodology for accounting for debt conversion features		84,681
Add: put premium on new debt issuances		10,714
Less: put premium on convertible debt extinguished		(166,457	)
Balance at June 30, 2022	$	159,681

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Put premium on stock settled debt by individual note is as follows:

Creditor	Date Issued		Maturity Date		30-Jun-22		Discount Percentage			Put premium on stock settled debt
Travel Data Solutions, Inc.		18-Nov-17		30-Nov-19	$	100,000		-		$	-
Travel Data Solutions, Inc.		18-Jan-19		31-Jan-20	$	25,000		-			-
Third party		7-Jul-20		7-Jul-21		84,681		50	%		84,681
Trillium Partners, LP		25-May-21		25-May-22		22,000		0	%		-
Trillium Partners, LP		06-Jul-21		06-Jul-22		22,000		0	%		-
Frondeur Partners LLC		01-Dec-21		30-Sep-22		25,000		30	%		10,714
Frondeur Partners LLC		01-Jan-22		31-Oct-22		25,000		30	%		10,714
Frondeur Partners LLC		01-Feb-22		30-Nov-22		25,000		30	%		10,714
Frondeur Partners LLC		01-Mar-22		31-Dec-22		25,000		30	%		10,714
Frondeur Partners LLC		01-Apr-22		31-Jan-23		25,000		30	%		10,714
Frondeur Partners LLC		01-May-22		28-Feb-23		25,000		30	%		10,714
Frondeur Partners LLC		01-Jun-22		31-Mar-23		25,000		30	%		10,716
Trillium Partners, LP		15-Jun-22		15-Jun-23		150,625		0	%		-
Put premium on stock settled debt					$	588,156				$	159,681

NOTE 8 – DERIVATIVE LIABILITIES

The embedded conversion options of the Company’s convertible debentures summarized in Note 5, and its convertible preferred Series E stock. contain conversion features that qualify for embedded derivative classification. 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. Commencing with the second quarter of 2022, the Company changed its accounting treatment for such securities by recording the derivative feature as a put premium on stock settled debt. See Note 7 above for further discussion.

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

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 periods ended June 30, 2022 and December 31, 2021 is as follows:

	June 30, 2022		December 31, 2021
Stock price		-	$	0.10
Exercise price		-	$	0.05
Contractual term (in years)		-		0.66
Volatility (annual)		-		83	%
Risk-free rate		-		0.39	%

NOTE 9 – COMMON STOCK

The Company has been authorized to issue 20,000,000,000 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.

During the six months ended June 30, 2022, the Company issued

7,662,768,291

shares of common stock for the extinguishment of convertible debt as follows:

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Creditor	Date		Shares Issued		Principal Retired		Accrued Interest		Fees		Total
Livingston Asset Management LLC		7-Mar-22		154,190,143	$	25,000	$	4,085	$	3,295	$	32,380
Livingston Asset Management LLC		7-Mar-22		152,370,190		25,000		3,703		3,295		31,998
Trillium Partners, LP		7-Mar-22		220,029,400		17,000		4,085		3,295		24,380
Livingston Asset Management LLC		17-Mar-22		462,218,243		25,000		3,295		3,295		31,590
Livingston Asset Management LLC		6-May-22		315,275,000		9,500		2,969		3,295		15,764
Livingston Asset Management LLC		6-May-22		392,525,000		12,500		3,831		3,295		19,626
Livingston Asset Management LLC		19-May-22		50,910,200		1,100		396		1,050		2,546
Livingston Asset Management LLC		19-May-22		185,850,000		4,500		1,498		3,295		9,293
Livingston Asset Management LLC		6-Jun-22		376,768,000		18,750		4,329		3,295		26,374
Livingston Asset Management LLC		6-Jun-22		316,566,800		10,000		3,773		2,055		15,828
Livingston Asset Management LLC		10-Jun-22		163,772,200		-		6,134		2,055		8,189
Livingston Asset Management LLC		14-Jun-22		140,214,000		6,250		270		3,295		9,815
Oscalata partners LLC		15-Jun-22		300,727,400		11,000		741		3,295		15,036
Livingston Asset Management LLC		17-Jun-22		467,932,429		25,000		4,460		3,295		32,755
Livingston Asset Management LLC		17-Jun-22		463,470,571		25,000		4,148		3,295		32,443
Livingston Asset Management LLC		22-Jun-22		458,010,714		25,000		3,766		3,295		32,061
Livingston Asset Management LLC		23-Jun-22		453,588,000		25,000		3,456		3,295		31,751
Livingston Asset Management LLC		23-Jun-22		443,529,286		25,000		2,752		3,295		31,047
Livingston Asset Management LLC		27-Jun-22		434,833,714		25,000		2,023		3,415		30,438
Livingston Asset Management LLC		27-Jun-22		413,336,143		25,000		519		3,415		28,934
Livingston Asset Management LLC		28-Jun-22		434,891,429		25,000		2,027		3,415		30,442
Livingston Asset Management LLC		29-Jun-22		432,347,429		25,000		1,849		3,415		30,264
Frondeur Partners, LLC		30-Jun-22		429,412,000		25,000		1,644		3,415		30,059
Total				7,662,768,291	$	415,600	$	65,753	$	71,660	$	553,013

NOTE 10 – WARRANTS

In connection with the issuance of a convertible note with Frondeur Partners, LLC (“Frondeur”) and funding of $25,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 62,500,000 shares of the Company’s common stock pursuant to the terms therein as a commitment fee.

These warrants have an exercise price per share of $0.0001 the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $12,493 at June 30, 2022 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.0001, 2.94% risk free rate, 300.20% volatility and expected life of the warrants of 5 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.

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

In connection with the issuance of a convertible note with Trillium Partners, LP (“Trillium”) and funding of $165,000 on the Note, the Company also issued a common stock purchase warrant to purchase up to 1,500,000 shares of the Company’s common stock pursuant to the terms therein as a commitment fee.

These warrants have an exercise price per share of $0.0001 the above and expire in five years. The aggregate fair value of the warrants, which was allocated against the debt proceeds totaled $299,974 at June 30, 2022 based on the Black Scholes Merton pricing model using the following estimates: exercise price ranging from $0.0001, 3.39% risk free rate, 288.23% volatility and expected life of the warrants of 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.

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 Fair Value
Outstanding, December 31, 2021		-		$.-	$	-

Issued		1,562,500,000	$	0.0001	$	0.0002
Exercised		-	$	-	$	-
Forfeited		-	$	-	$	-
Expired		-	$	-	$	-
Outstanding, June 30, 2022		1,562,500,000	$	0.0001	$	0.0002

Exercisable, June 30, 2022		1,562,500,000	$	0.0001	$	0.0002

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, 2022				Weighted Average Remaining Contractual Life				Weighted Average Exercise Price
$	0.0001				1,562,500,000				6.92 years			$	0.0001

NOTE 11 – PREFERRED STOCK

Series AA and Super Convertible 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.

As of June 30, 2022, and December 31, 2021, there are 0 and 652,759 shares of Series AA and Super preferred stock outstanding, respectively.

Series 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 shares of common stock for one share of Series A Preferred Stock. Each share is entitled to 10 votes, voting with the common stock as a single class, has liquidation rights of $2.00 per share and is not entitled to receive dividends.

As of June 30, 2022, and December 31, 2021, there are 3,381,520 and 0 shares of Series A preferred stock outstanding, respectively.

Series 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 shares of common stock for one share of Series B Preferred Stock. Each share is entitled to 4,000 votes, voting with the common stock as a single class, has liquidation rights of $0.01 per share and is not entitled to receive dividends.

As of June 30, 2022, and December 31, 2021, there are 5,000 and 0 shares of Series B 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.

As of June 30, 2022, and December 31, 2021, there are 5,000,000 and 0 shares of Series C preferred stock outstanding, respectively.

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

Series D Convertible Preferred Stock

, has a par value of $0.0001, may be converted at a ratio of the Stated Value plus dividends accrued but unpaid divided by the fixed conversion price of $0.0015, which conversion price is subject to adjustment. Series D is non-voting, has liquidation rights to be paid in cash, before any payment to common or junior stock, 140% of the Stated Value ($2.00) per share plus any dividends accrued but unpaid thereon and is entitled to 8% cumulative dividends.

As of June 30, 2022, and December 31, 2021, there are 125,000 and 0 shares of Series D preferred stock outstanding, respectively.

Series E Convertible Preferred Stock,

has a par value of $0.001, and a stated value of $1.00 per share, 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 subject 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 120% to 145%, increasing by 5% during each 30-day period following issuance. Series E carries a 12% cumulative dividend, 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 Convertible Preferred Stock

has a par value of $0.001, may be converted at the holder’s election into shares of common stock at the current conversion rate of 93,761,718 shares of common stock for one share of Series F Preferred Stock. Each share is entitled to 93,761,718 votes, voting with the common stock as a single class, has no liquidation rights and is not entitled to receive dividends.

As of June 30, 2022 and December 31, 2021, there are 101 and 0 s

hares of Series F

preferred stock issued.

Series G Convertible Preferred Stock

has a par value of $0.001, 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, in the aggregate, 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 shares of commons stock of the company on a fully diluted basis. The Series G Preferred Stock shall vote with the common stock 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.

There are 1,000,000 and 0 shares of Series G preferred stock issued as of June 30, 2022 and December 31, 2021, respectively.

NOTE 12 – RELATED PARTY TRANSACTIONS

For the three months ended June 30, 2022 and 2021, expenses of $19,875 and $0 were incurred for recruitment services by an entity owned by Michael Neece, Chief Marketing Officer.

For the six months ended June 30, 2022 and 2021, expenses of $40,875 and $0 were incurred for recruitment services by an entity owned by Michael Neece, Chief Marketing Officer.

Through June 30, 2022, the Company owed Eddie Aizman and Michael Lakshin compensation based on their employee agreements. The agreements provide for a salary of $200,000 and 180,000 per year, respectively. As of June 30, 2022, $597,074 has been credited to accrued 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 June 30, 2022, $472,000 has been credited to accrued compensation.

NOTE 13 – COMMITMENTS AND CONTINGENCIES

Potential Acquisitions

In 2021, the Company signed two letters of intent to acquire substantially all the assets of Talent Coefficient, LLC and to acquire the business and assume the liabilities of Interview Mastery, Inc. As of June 30, 2022, the consideration for these acquisitions has not been determined and these acquisitions have not been completed.

COVID-19 pandemic contingencies

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

Cruzani, Inc. and Subsidiaries

Notes to Unaudited Consolidated Condensed Financial Statements

June 30, 2022

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

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

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.

On February 13, 2017, Baum Glass & Jayne PLLC (“Plaintiff”) obtained a default judgment against the Company in the amount of $27,083.74. Plaintiff has not attempted enforced collection. The amount was included in accounts payable as of June 30, 2022 and December 31, 2021.

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.

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, 2021, the Company’s auditors confirmed its outstanding balance of the indebtedness and related accrued interest. During the quarter ended March 31, 2022, Oasis submitted one such conversion 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 $1.6 million. After investigation, the Company determined that the difference related to liquidated damages that the Company does not believe that it owes.

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.

NOTE 14 – IMPACT OF CLIMATE CHANGE

The Financial Stability Board created the Task Force on Climate-related Financial Disclosures (TCFD) to improve and increase reporting of climate-related financial information. The TCFD requires that the impact of climate change upon risk assessment, capital allocation and strategic planning be discussed.

At this time, the impact cannot be determined.

NOTE 15 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date of this filing.

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

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.

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.

Quarterly Developments

None.

Significant Developments

Acquisition of Bowmo, Inc.

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

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.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable to smaller reporting companies.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the 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 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, 2022.

The following aspects of the Company were noted as potential material weaknesses:

We 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 Sarbanes-Oxley Act which is applicable to us for the period ended June 30, 2022. 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 weakness.

We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. As 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 financial statements. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording 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 controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

Certain control procedures were unable to be verified due to performance not being sufficiently documented. As an example, some procedures requiring review of certain reports could not be verified due to there being no written documentation of such review. Management evaluated the impact of its failure to maintain proper documentation of the review process on its assessment of its reporting controls and procedures and has concluded deficiencies represented a material weakness.

In designing and evaluating disclosure controls and procedures, 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.

	Three Months Ended			Three Months Ended			Six Months Ended			Six Months Ended
	June 30, 2022			June 30, 2021			June 30, 2022			June 30, 2021

Revenue	$	61,181		$	9,000		$	149,848		$	9,000
Cost of revenue		20,891			-			48,470			-

Gross profit		40,290			9,000			101,378			9,000

Operating expenses:
Compensation expense		101,017			103,267			203,285			204,535
Consulting fees		46,667			-			46,667			-
Professional fees		120,718			-			130,718			-
General and administrative		48,588			641			54,915			1,048

Total operating expenses		316,990			103,908			435,585			205,583

Loss from operations		(276,700	)		(93,908	)		(334,207	)		(196,583	)

Other income (expenses):
Interest expense		(38,150	)		(23,397	)		(43,160	)		(58,947	)
Gain on new methodology for accounting for debt conversion features		27,856						27,856
Change in fair value of derivative liability					(1,002	)		(1,545	)		68
Total other income (expenses)		(10,294	)		(24,399	)		(16,849	)		(58,879	)

Loss before income taxes		(286,994	)		(118,307	)		(351,056	)		(255,462	)
Provision for income taxes		-			-			-			-
Net Loss		(286,994	)		(118,307	)		(351,056	)		(255,462	)

Net loss per common share – basic and diluted	$	-		$	(0.01	)	$	-		$	(0.01	)
Weighted average common shares – basic and diluted		6,730,708,291			18,150,000			3,392,972,124			18,150,000

							Super										Series B												Series G								Series E Preferred
	Series AA Preferred Stock						Preferred Stock						Series A Preferred Stock				Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Preferred Stock				Series G Preferred Stock				Stock to be issued				Common Stock				Common Stock		Additional
	Shares			Amount			Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		to be Issued		Paid-In Capital			Treasury Stock			Accumulated Deficit			Total

Balance December 31, 2021		652,259			652			500			1			—		—		—		—		—		—		—		—		—		—		—		—		—		—		18,150,000		18,150		—		3,802,391			—			(4,663,488	)		(842,294	)
																																																									—
Net loss		—			—			—			—			—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—			—			(64,062	)		(64,062	)

Balance, March 31, 2022		652,259			652			500			1			—		—		—		—		—		—		—		—		—		—		—		—		—		—		18,150,000		18,150		—		3,802,391			—			(4,727,550	)		(906,356	)

Recapitalization at reverse merger - May 4, 2022		(652,259	)		(652	)		(500	)		(1	)		3,381,520		33,815		5,000		50		5,000,000		50,000		125,000		12		101		0		1,000,000		1,000		—		166,331		8,936,864,497		71,400		26		(2,630,899	)		(773,500	)		—			(3,082,418	)

Warrants issued		—			—			—			—			—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		306,220									306,220

Shares issued for extinguishment of convertible debt		—			—			—			—			—		—		—		—		—		—		—		—		—		—		—		—		—		—		6,673,960,315		66,740		—		532,379			—			—			599,119

Net loss		—			—			—			—			—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—			—			(286,994	)		(286,994	)

Balance, June 30, 2022		—			—			—			—			3,381,520		33,815		5,000		50		5,000,000		50,000		125,000		12		101		0		1,000,000		1,000		—		166,331		15,628,974,812		156,290		26		2,010,091			(773,500	)		(5,014,544	)		(3,370,429	)

																																	Series E Preferred
	Series AA Preferred Stock				Super Preferred Stock				Series A Preferred Stock				Series B Preferred Stock				Series C Preferred Stock				Series D Preferred Stock				Series F Preferred Stock				Series G Preferred Stock				Stock to be issued				Common Stock				Additional Paid-In		Additional Paid-In		Treasury		Accumulated
	Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Capital		Stock		Deficit			Total

Balance December 31, 2020		652,259		652		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		18,150,000		18,150		3,802,342		3,802,342		—		(4,397,571	)		(576,427	)

Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		(137,155	)		(137,155	)

Balance, March 31, 2021		652,259		652		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		18,150,000		18,150		3,802,342		3,802,342		—		(4,534,726	)		(713,582	)

Net loss		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		(118,307	)

Balance, June 30, 2021		652,259		652		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		—		18,150,000		18,150		3,802,342		3,802,342		—		(4,653,033	)		(713,582	)

Exhibit		Description
31		Section 302 Certification of Principal Executive Officer and Financial Officer*
32		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).

	CRUZANI, INC.

Date: August 17 , 2022	By:	Michael Lakshin
	Name:	Michael Lakshin
	Title:	President and Chairman of the Board
		(Principal Executive, Financial, and Accounting Officer)