UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~September~~March 3031, ~~2022~~2023

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

For the transition period from _______________ to _______________.

Commission file number: 000-53316

GOFBA, INC.

(Exact name of registrant as specified in its charter)

California		94-3453342
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3281 E. Guasti Road, Suite 700 Ontario, CA		91761
(Address of principal executive offices)		(Zip Code)

(909) 212-7662

Registrant’s telephone number, including area code

_________________________________

(Former address, if changed since last report)

__________________________________

(Former fiscal year, if changed since last report)

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

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
None		None		None

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

Common Stock, no par value

(Title of class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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 file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

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

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

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

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Applicable only to issuers involved in bankruptcy proceedings during the preceding five years:

Indicate by check mark whether the registrant filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☐ No ☐

Applicable only to corporate issuers:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. As of ~~November~~May 1410, ~~2022~~2023, there were 51,152,134 shares of common stock, no par value, outstanding.

GOFBA, INC.

TABLE OF CONTENTS

~~PART I - FINANCIAL INFORMATION~~	PART I - FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited)	~~F-1~~	F-1
	Condensed Consolidated Balance Sheets		F-2
	Condensed Consolidated Statements of Operations		F-3
	Condensed Consolidated Statements of Stockholders' Deficit		F-4
	Condensed Consolidated Statements of Cash Flows		F-5
	Notes to Condensed Consolidated Financial Statements		F-6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		3
Item 3.	Quantitative and Qualitative Disclosures About Market Risk		149
Item 4.	Controls and Procedures		149
~~PART II - OTHER INFORMATION~~	PART II - OTHER INFORMATION
Item 1.	Legal Proceedings		1611
Item 1A.	Risk Factors		1611
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		1611
Item 3.	Defaults Upon Senior Securities		1611
Item 4.	Mine Safety Disclosures		1611
Item 5.	Other Information		1611
Item 6.	Exhibits		1712
	Signatures		1913

Table of Contents

ITEM 1. Condensed Consolidated Financial Statements

~~CONDENSED~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS ~~(UNAUDITED)~~

Condensed Consolidated Balance Sheets of Gofba, Inc. as of September 30, 2022 (unaudited) and December 31, 2021	F-2
Condensed Consolidated Balance Sheets as of March 31, 2023 (Unaudited) and December 31, 2022		F-2
Condensed Consolidated Statements of Operations of Gofba, Inc. for the Three and Nine months Ended September 30, 2022 and 2021 (Unaudited)	F-3
Condensed Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-3
Condensed Consolidated Statements of Stockholders’ Deficit of Gofba, Inc. for the Three and Nine months Ended September 30, 2022 and 2021 (Unaudited)	F-4
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-4
Condensed Consolidated Statements of Cash Flows of Gofba, Inc. for the Nine months Ended September 30, 2022 and 2021 (Unaudited)	F-5
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2023 and 2022 (Unaudited)	F-5
Notes to Condensed Consolidated Financial Statements (Unaudited)	F-6

F-1

Table of Contents

GOFBA, INC.

Condensed Consolidated Balance Sheets

As of ~~September~~March 3031, ~~2022~~2023 (Unaudited) and December 31, ~~2021~~2022

	September 30,			December 31,
	March 31,			December 31,
	2022			2021
	2023			2022
Assets	(000's)			(000's)
	(000's)			(000's)
Assets
Current assets
Cash and cash equivalents	$	51		$	451
Prepaid expenses and other current assets		28			28
Total current assets		3329			7329
Property and equipment, net		32			172
Software development costs, net (Note 3)		~~1,142~~-			~~1,018~~-
Total assets	$	1,178		$	1,108
Right-of-use assets (Note 8)		3,309			3,567
Total assets	$	3,340		$	3,598
Liabilities and Stockholders’ Deficit
Current liabilities
Accounts payable and accrued expenses	$	2,~~203~~257		$	2,~~108~~358
Current lease liabilities (Note 8)		1,080			1,061
Deposits on common stock subscriptions (Note 4)		131			131
Stockholder payable (Note 5)		8,~~004~~658			78,~~026~~331
Note payable (Note 6)		~~396~~409			~~330~~402
Note payable - related party (Note 7)		1,691			1,~~285~~691
Interest payable – related party (Note 7)		~~293~~339			~~236~~317
Total current liabilities		1214,~~718~~564			1114,~~116~~291
Long-term liabilities
Note payable - related party (Note 7)		~~110~~365			-118
Total liabilities		12,828			11,116
Noncurrent lease liabilities (Note 8)		2,229			2,506
Commitments and contingencies (Notes 7, 9, 11, 12)
Total noncurrent liabilities		2,594			2,624
Total liabilities		17,159			16,915
Commitments and contingencies (Notes 7, 8, 10, 11)
Stockholders’ deficit (Note 4)
Common stock, no par value; 200,000,000 shares authorized; 51,152,134 and 51,143,634 shares outstanding at September 30, 2022 and December 31, 2021, respectively		16,544			16,501
Common stock, no par value; 200,000,000 shares authorized; 51,152,134 and 51,152,134 shares outstanding at March 31, 2023 and December 31 2022, respectively		16,544			16,544
Non-controlling interest		(2,~~585~~685	)		(2,~~560~~679	)
Accumulated deficit		(2527,~~609~~678	)		(2327,~~949~~182	)
Total stockholders’ deficit		(1113,~~650~~819	)		(1013,~~008~~317	)
Total liabilities and stockholders’ deficit	$	13,~~178~~340		$	13,~~108~~598

See accompanying notes to unaudited condensed consolidated financial statements

F-2

Table of Contents

GOFBA, INC.

Condensed Consolidated Statements of Operations

For the Three ~~and~~Months ~~Nine months~~ Ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 (Unaudited)

	Three Months Ended September 30,						Nine Months Ended September 30,
	The Three Months Ended March 31,
	2022			2021			2022			2021
	2023			2022
	(000's)			(000's)			~~(000's)~~			~~(000's)~~
	(except share and per share amounts)						~~(except share and per share amounts)~~
Revenues	$	-			-		$	-		$	-
Cost of goods sold		-			-			-			-
Gross profit		-			-			-			-
Costs and expenses
General and administrative		~~424~~438			~~539~~464			~~1,352~~			~~1,505~~
Professional fees		7664			87122			~~290~~			~~309~~
Depreciation and amortization		12-			1716			43			56
Total costs and expenses		~~512~~502			~~643~~602			~~1,685~~			~~1,870~~
Loss from operations		(~~512~~502	)		(~~643~~602	)		~~(1,685~~	)		~~(1,870~~	)
Other income		-			88			-			88
Net loss		(502	)		(602	)
Net loss		(512	)		(555	)		(1,685	)		(1,782	)
Net loss attributable to non-controlling interest		(6	)		(8	)
Net loss attributable to non-controlling interest		(8	)		(16	)		(25	)		(70	)
Net loss attributable to the Company	$	(496	)	$	(594	)
Net loss attributable to the Company	$	(504	)	$	(539	)	$	(1,660	)	$	(1,712	)
Net loss per share
Net loss per share
Basic	$	(0.01	)	$	(0.01	)
Basic	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)
Diluted	$	(0.01	)	$	(0.01	)
Diluted	$	(0.01	)	$	(0.01	)	$	(0.03	)	$	(0.03	)
Weighted average common shares outstanding
Weighted average common shares outstanding
Basic		51,152,134			51,146,008
Basic		51,152,134			51,138,475			51,150,115			51,132,042
Diluted		51,152,134			51,146,008
Diluted		51,152,134			51,138,475			51,150,115			51,132,042

See accompanying notes to unaudited condensed consolidated financial statements

F-3

Table of Contents

GOFBA, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three ~~and~~Months ~~Nine months~~ Ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022

(Unaudited)

	Common Stock				Non-controlling			Accumulated
	Shares		Amount		Interest			Deficit			Total
			(000's)		(000's)			(000's)			(000's)
Balance, December 31, 2022		51,152,134	$	16,544	$	(2,679	)	$	(27,182	)	$	(13,317	)
Sales of common stock for cash (Note 4)		-		-								-
Net loss		-		-		(6	)		(496	)		(502	)
Balance, March 31, 2023		51,152,134	$	16,544	$	(2,685	)	$	(27,678	)	$	(13,819	)
Balance, December 31, 2021		51,143,634	$	16,501	$	(2,560	)	$	(23,949	)	$	(10,008	)
Sales of common stock for cash (Note 4)		8,500		43		-			-			43
Net loss		-		-		(8	)		(594	)		(602	)
Balance, March 31, 2022		51,152,134	$	16,544	$	(2,568	)	$	(24,543	)	$	(10,567	)
Net loss		-		-		(9	)		(562	)		(571	)
Balance, June 30, 2022		51,152,134		16,544		(2,577	)		(25,105	)		(11,138	)
Sales of common stock for cash (Note 4)		-		-		-			-			-
Net loss		-		-		(8	)		(504	)		(512	)
Balance, September 30, 2022		51,152,134	$	16,544	$	(2,585	)	$	(25,609	)	$	(11,650	)
Balance, December 31, 2020		51,128,298	$	16,424	$	(2,457	)	$	(21,677	)	$	(7,710	)
Net loss		-		-		(27	)		(608	)		(635	)
Balance, March 31, 2021		51,128,298		16,424		(2,484	)		(22,285	)		(8,345	)
Sales of common stock for cash (Note 4)		2,936		15		-			-			15
Net loss		-		-		(27	)		(565	)		(592	)
Balance, June 30, 2021		51,131,234		16,439		(2,511	)		(22,850	)		(8,922	)
Sales of common stock for cash (Note 4)		12,400		62		-			-			62
Net loss		-		-		(16	)		(539	)		(555	)
Balance, September 30, 2021		51,143,634	$	16,501	$	(2,527	)	$	(23,389	)	$	(9,415	)

See accompanying notes to unaudited condensed consolidated financial statements

F-4

Table of Contents

GOFBA, INC.

~~Condensed~~ Consolidated Statements of Cash Flows

For the ~~Nine~~Three ~~months~~Months Ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 (Unaudited)

	Nine Months Ended September 30,
	The Three Months Ended March 31,
	2022			2021
	2023			2022
	(000's)			(000's)
Cash flows from operating activities
Net loss	$	(~~1,685~~502	)	$	(~~1,782~~602	)
Less: Net loss attributable to non-controlling interest		256			708
Net loss attributable to the Company		(~~1,660~~496	)		(~~1,712~~594	)
Adjustments to reconcile net loss to net cash used in operating activities:
Net loss attributable to non-controlling interest		(256	)		(708	)
SBA Loan forgiveness (Note 8)		-			(88	)
Non-cash lease expense (Note 8)		319			319
Non-cash lease expense (Note 9)		958			942
Depreciation and amortization expense		-			16
Depreciation and amortization expense		43			56
Changes in:
Prepaid expenses and other current assets		-			12
Accounts payable and accrued expenses		(101	)		137
Accounts payable and accrued expenses		(58	)		248
Interest payable - note payable		7			6
Interest payable - note payable		18			2
Interest payable - related party		23			16
Interest payable - related party		58			48
Net cash used in operating activities		(254	)		(108	)
Net cash used in operating activities		(666	)		(562	)
Cash flows from financing activities
Proceeds from sales of common stock		43-			7743
Proceeds from SBA Loan		-			88
Proceeds from note payable - related party		247			-
Proceeds from note payable - related party		516			-
Proceeds from note payable		-			42
Proceeds from note payable		48			270
Net advances from stockholder payable		7			(1	)
Net advances from stockholder payable		19			151
Net cash provided by financing activities		254			84
Net cash provided by financing activities		626			586
Net (decrease) increase in cash and cash equivalents		-			(24	)
Net (decrease) increase in cash and cash equivalents		(40	)		24
Cash and cash equivalents, beginning of the period		1			45
Cash and cash equivalents, beginning of the period		45			36
Cash and cash equivalents, end of period	$	1		$	21
Cash and cash equivalents, end of period	$	5		$	60
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest	$	1-		$	-
Income taxes	$	1		$	1
Non-cash investing activities:
Accrual of software developments costs	$	~~153~~-		$	~~157~~47

See accompanying notes to unaudited condensed consolidated financial statements

F-5

Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

1. Business and Significant Accounting Policies

Business

Gofba, Inc. (“Gofba”) was incorporated on November 6, 2008, pursuant to the laws of the State of California. The Company ishas developed a unique bundled internet solution, consisting of search, chat, email, and offsite file transfer and storage modules, created to address dangerous, pressing issues not adequately addressed by its competitors. Gofba was established to provide users with a safe haven on the internet.

Basis of Presentation

The accompanying condensed consolidated financial statements have been prepared on an accrual basis of accounting in accordance with United States Generally Accepted Accounting Principles (“U.S. GAAP”), as set forth in the Financial Accounting Standards Board’s (“FASB”) Accounting Standards Codification (“ASC”).

The unaudited condensed consolidated financial statements herein have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”). The accompanying interim unaudited condensed consolidated financial statements have been prepared under the presumption that users of the interim financial information have either read or have access to the audited consolidated financial statements for the latest fiscal year ended December 31, ~~2021~~2022. Accordingly, note disclosures which would substantially duplicate the disclosures contained in the December 31, ~~2021~~2022 audited consolidated financial statements may have been omitted from these interim unaudited condensed consolidated financial statements.

Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments considered necessary for a fair presentation have been included. Operating results for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2022~~2023. For further information, refer to the audited consolidated financial statements and notes for the fiscal year ended December 31, ~~2021~~2022.

Principles of Consolidation

The accompanying condensed consolidated financial statements include the accounts of Gofba and the accounts of Great Tech, Inc. (“GTI”), an entity wholly-owned by Gofba’s Chairperson, President and majority stockholder. The consolidated entities are referred to herein as the “Company” and intercompany balances and transactions have been eliminated in consolidation.

Management determined that GTI is a variable interest entity primarily because it is thinly capitalized and may require additional capital to finance its activities. Management also determined that Gofba is the primary beneficiary of GTI based primarily on common stockholders and the related party nature of GTI’s decision-makers and daily business operators.

F-6

Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

Management Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and the 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.

Future Operations, Liquidity, and Capital Resources

The Company has not yet commenced its primary revenue-generating operations and has a material working capital deficit, ~~and~~ a history of experiencing operating losses, and a net stockholders’ deficit. Historically, the Company’s primary sources of liquidity come from sales of subscriptions to purchase shares of the Company’s common stock. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, ~~subject to available cash flows,~~ the Company continued to develop its technologies, its strategy to monetize its intellectual properties and its business plan. Management intends to rely on additional sales of the Company’s common stock, as well as related party relationships, to provide sufficient liquidity to meet the Company’s cash requirements for a period of at least the next twelve months. Given the uncertain nature of management’s plans, combined with the Company’s significant stockholders’ deficit, there is substantial doubt about the Company’s ability to continue as a going concern. The accompanying ~~condensed~~ consolidated financial statements have been prepared assuming that the Company will continue as a going concern; however, there can be no assurance that its operations will become profitable or that sources of financing, including the issuance of debt and/or equity securities, will be available at times and on terms acceptable to the Company, or at all. From January 1, ~~2022~~2023 through ~~September~~March 3031, ~~2022~~2023, the Company ~~sold subscriptions to issue 8,500 shares of its common stock to 4 non-affiliated investors in exchange for $42,500 of cash proceeds and~~ received cash proceeds of $~~564~~247,000 from the issuance of notes payable. All previous stock sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1. The Company requires significant amounts of cash to fund its planned development activities and repay its debt, and as such management plans to raise additional funds throughout ~~2022~~2023 to meet its working capital needs.

The Company plans to continue its focus on creating new revenue generating activities through various initiatives. Since the Company experienced impairment losses (further discussed below) and since the Company has not completed development of its technologies and has not established any sources of recurring revenue to cover its operating costs, the Company plans to continue to fund its losses through continued issuance of its common stock and support from its primary stockholder and other related parties.

F-7 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

In March 2020, the World Health Organization characterized a novel coronavirus disease (“COVID-19”) as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns. The ultimate impact of the COVID-19 pandemic on the Company’s business, results of operations, development of the Company’s technologies, and ability to raise capital is unknown and will depend on future developments, which are highly uncertain and cannot be predicted with confidence. Any resulting financial impact cannot be reasonably estimated at this time, but management expects it will continue to have a material impact on the Company’s business, financial condition and results of operations.

Cash and Cash Equivalents

The Company considers all highly liquid investments with a maturity of three months or less, when acquired, to be cash equivalents. Substantially all of the Company’s cash and cash equivalents are maintained at ~~one~~two financial ~~institution~~institutions domiciled in the United States. Amounts on deposit with these financial institutions may, from time to time, exceed the federally-insured limit~~, as well as coverage provided by the Securities Investment Protection Corporation~~.

Property and Equipment

Property and equipment is recorded at cost. The Company provides for depreciation over estimated useful lives of between three and six years using the straight-line method. Leasehold improvements are depreciated over the lesser of the estimated useful life or the lease term. Repairs and maintenance expenditures that do not significantly add value to property and equipment, or prolong its life, are charged to expense as incurred. Gains and losses on dispositions of property and equipment are included in the operating results of the related period.

~~Software~~F-7 ~~Development~~Table ~~Costs~~of Contents

Software development costs are capitalized once the technological feasibility of a product is established. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established and the evaluation is performed on a product-by-product basis. For products where proven technology exists, this may occur early in the development cycle. When a product is ready for its intended use, capitalized software development costs are amortized over an estimated useful life of four years.

F-8 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

Software Development Costs

Impairment of Long-Lived Assets

Management reviews the recoverability of long-lived assets, such as property and equipment and software development costs, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment for possible impairment is based on the Company’s ability to recover the carrying value of the asset or asset group from the expected pre-tax cash flows, undiscounted and without interest charges, from the related operations. If the ~~aggregate~~aggregation of the net cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. The determination and measurement of impairment of long-lived assets requires management to estimate future cash flows and the fair value of long-lived assets. Management determined that there were no impairment charges to be recognized for the nine months ended September 30, 2022 and 2021. There can be no assurance, however, that market conditions and technologies will not change or demand for the Company’s products will materialize, which could result in an impairment of long-lived assets in the future.

Factors that management estimates include, among others, the economic lives of the assets, sales volume, pricing, inflation, long-term growth rates, cost of capital, marketing and capital spending. The variability of these factors depends on a number of conditions, and thus our accounting estimates may change from period to period. When performing impairment tests, the Company estimates the fair values of the assets using management’s best assumptions, which it believes are consistent with those a market participant would use. Furthermore, if management uses different assumptions in future periods and estimates when impairment tests are performed, different results amounts could occur.

Income Taxes

The Company uses the asset and liability method of accounting for income taxes. Accordingly, deferred income tax liabilities and assets are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Current income taxes are based on the year’s taxable income for federal and state income tax reporting purposes.

The Company’s net deferred tax assets at ~~September~~March 3031, ~~2022~~2023 and ~~2021~~December 31, 2022 consist principally of net operating losses. The Company provided a 100% valuation allowance for the tax effect of these net operating losses, and as a result, no benefit for income taxes has been provided in the accompanying ~~condensed~~ consolidated statements of operations. The Company provided the valuation allowance since management could not determine that it was “more likely than not” that the benefits of the deferred tax assets would be realized.

U.S. GAAP prescribes a comprehensive model for how a company should recognize, measure, present, and disclose in its financial statements uncertain tax positions that it has taken or expects to take on a tax return. A favorable tax position is to be included in the calculation of tax liabilities and expenses if a company concludes that it is more likely than not that its adopted tax position will prevail if challenged by tax authorities. The Company did not recognize any adjustments regarding its tax accounting treatments for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. As a result of the Company’s net operating losses, all income tax return years remain open to examination by tax authorities.

F-98 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

Revenue Recognition

The Company recognizes revenue when a customer obtains control of promised services or products. The amount of revenue recognized reflects the consideration that the Company expects to be entitled to receive in exchange for these services/products. To achieve this core principle, management applies the following steps:

1. Identification of the contract, or contracts, with the customer

The Company determines it has a contract with a customer when the contract is approved, it can identify each party’s rights regarding the services to be transferred, it can identify the payment terms for the services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, the Company evaluates whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. The Company applies judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

2. Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract.

3. Determination of the transaction price

The transaction price is determined based on the consideration to which the Company expects to be entitled in exchange for transferring services (or products) to the customer. Variable consideration is included in the transaction price if, in management’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

4. Allocation of the transaction price to the performance obligation in the contract

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price.

F-10 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

5. Recognition of the revenue when, or as, a performance obligation is satisfied

Revenue is recognized at the time the related performance obligation is satisfied by transferring the control of the promised service (or product) to a customer. Revenue is recognized as control is transferred to the customer, in an amount that reflects the consideration expected to be received.

Revenue is recorded at the net sales price, which is the transaction price, and includes estimates of variable consideration. The amount of variable consideration that is included in the transaction price is constrained to the extent that it is probable that a significant reversal in the amount of the cumulative revenue will not occur when the uncertainty is resolved.

Net Loss per Share

Basic net loss per share is calculated by dividing net loss by the weighted-average common shares outstanding during the period. Diluted net loss per share is calculated by dividing the net loss by the weighted-average shares and dilutive potential common shares outstanding during the period. When applicable, dilutive potential shares may consist of dilutive shares issuable upon the exercise or vesting of outstanding stock options and warrants computed using the treasury stock method. During a period where a net loss is incurred, dilutive potential shares are excluded from the computation of dilutive net loss per share, as the inclusion is anti-dilutive.

Leases

The Company determines if a contract contains a lease at its inception based on whether or not the Company has the right to control the asset during the contract period and other facts and circumstances. The Company is the lessee in a lease contract when it obtains the right to control the asset. Operating lease right-of-use (“ROU”) assets represent the Company’s right to use an underlying asset for the lease. Operating lease liabilities represent the Company’s obligation to make lease payments arising from the lease and are included in our current and noncurrent liabilities in its consolidated balance sheet. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at the commencement date. Leases with a lease term of 12 months or less at inception are not recorded on the Company's consolidated balance sheet and are expensed on a straight-line basis over the lease term in the Company's consolidated statement of income. When determining the lease term, the Company includes renewal or termination options that it is reasonably certain to exercise. As most of the Company leases do not provide an implicit interest rate, the Company uses an incremental borrowing rate based on the information available at the commencement date in determining the present value of future payments.

Recent Accounting Pronouncements

In December 2019, the FASB issued ASU 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes” (“ASU 2019-12”) as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards. ASU 2019-12 removes certain exceptions from Topic 740, Income Taxes, including (i) the exception to the incremental approach for intra period tax allocation; (ii) the exception to accounting for basis differences when there are ownership changes in foreign investments; and (iii) the exception in interim period income tax accounting for year-to-date losses that exceed anticipated losses. ASU 2019-12 also simplifies GAAP in several other areas of Topic 740 such as (i) franchise taxes and other taxes partially based on income; (ii) transactions with a government that result in a step up in the tax basis of goodwill; (iii) separate financial statements of entities not subject to tax; and (iv) enacted changes in tax laws in interim periods. ASU 2019-12 is effective for annual reporting periods beginning after December 15, 2021 (and interim periods within fiscal year 2023), and early adoption is permitted. The Company ishas ~~currently~~adopted ~~evaluating the impact of adopting~~ ASU 2019-12 on its ~~condensed~~ consolidated financial statements and related disclosures.

F-11 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

In February 2016, the FASB issued ASU No. 2016-02, “Leases” (Topic 842) (“ASU 2016-02”). Under ASU 2016-02, an entity will be required to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. ASU 2016-02 offers specific accounting guidance for a lessee, a lessor, and sale and leaseback transactions. Lessees and lessors are required to disclose qualitative and quantitative information about leasing arrangements to enable a user of the financial statements to assess the amount, timing and uncertainty of cash flows arising from leases. ASU 2016-02 is effective for the Company for annual reporting periods beginning after December 15, 2021 (and interim periods within fiscal year 2023), and requires a modified retrospective adoption, with early adoption permitted. While management is continuing to assess all potential impacts of the standard, management currently believes the most significant impact relates to the accounting and reporting of operating leases on the consolidated balance sheet and the expectation that the Company’s assets and liabilities will increase significantly.

Reclassifications

Certain prior year amounts have been reclassified for comparative purposes to conform to the current-year financial statement presentation. These reclassifications had no effect on previously reported results of operations.

2. Property and Equipment

Property and equipment, net consisted of the following:

	September 30,			December 31,
	March 31,			December 31,
	2022			2021
	2023			2022
Office furniture, equipment and software	$	206,000		$	206,000
Less accumulated depreciation		(~~203~~204,000	)		(~~189~~204,000	)
Property and equipment, net	$	32,000		$	172,000

Depreciation expense for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021 was $2,000 and $7,000, respectively. Depreciation expense for the nine months ended September 30,~~ 2022 ~~and 2021~~ was $~~14,000~~420 and $206,000, respectively.

F-9

Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

3. Software Development Costs

Software development costs, net consisted of the following:

	September 30,			December 31,
	March 31,			December 31,
	2022			2021
	2023			2022
Capitalized software in-process	$	1,~~041~~097,000		$	~~888~~1,097,000
Website development		763,000			763,000
Less accumulated amortization		(~~662~~672,000	)		(~~633~~672,000	)
Software development costs, net	$	1,142,000		$	1,018,000
Software impairment		(1,188,000	)		(1,188,000	)
Software development costs, net	$	-		$	-

Amortization expense for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 was ~~$10,000~~zero and $10,000, respectively. ~~Amortization expense for the nine months ended September 30, 2022 and 2021 was $29,000 and $36,000, respectively.~~

F-12 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

4. Stockholders’ Equity (Deficit)

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock, no par value. The Company has not issued, nor established any series for, any of its preferred stock. The Company’s preferred stock is “blank check preferred” whereby the Company’s Board of Directors may create a series of preferred stock and set the rights and preferences of such preferred stock, without further stockholder approval. The availability or issuance of preferred shares in the future could delay, defer, discourage or prevent a change in control.

Common Stock

The Company has authorized 200,000,000 shares of common stock, no par value, and as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the shares outstanding were 51,152,134 shares and 51,~~143~~152,~~634~~ 134 shares, respectively. Of these outstanding shares, 50,041,498 shares were issued as of ~~September~~March ~~30, 2022 and December~~ 31, ~~2021~~2023.

In 2014, the Company agreed to issue 42,634,878 shares of its common stock to the Company’s co-founder, who is also the Company’s Chairperson and President. These shares were promised to this individual as a co-founder upon incorporating the Company in 2008. These shares were issued by the Company in March 2018.

In 2014, the Company agreed to issue 1,000,000 shares of its common stock to the Company’s co-founder, who is also the Company’s Chief Executive Officer. These shares were promised to this individual as a co-founder upon incorporating the Company in 2008. These shares were issued by the Company in March 2018.

On the date these shares were agreed to be issued, the Company’s business model was still in development, as was a significant portion of its technologies. Further, the Company’s liquidity was extremely limited. As a result, the estimated fair value of these ‘founder shares’ was nominal on the date the Company committed to their issuance.

F-1310 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

During the first quarter of 2018, the Company’s board of directors voluntarily elected to approve the issuance of shares of common stock to a number of individuals and entities, including directors and officers, that have worked with the Company over the last several years and assisted with the creation and testing of the Company’s various products. The Company was not obligated to issue these shares and the shares were not issued pursuant to any consulting agreement or stock compensation plan. In total, the Company approved the issuance of an aggregate of 1,228,610 shares of its common stock. The awarded shares were fully-vested on the date of grant and the Company recognized a charge to professional fees in the amount of $3,072,000, which was based on the estimated fair value of common stock awarded.

During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the Company sold no subscriptions toand ~~issue~~issued no ~~8,500~~ shares of common stock ~~in exchange for $42,500 of cash proceeds~~. ~~These sales were made pursuant to the Company’s primary offering in its effective Registration Statement on Form S-1.~~

Deposits on Common Stock Subscriptions

Since inception of the Company, and before the issuance of the Company’s disclosure statement in January 2017 (see below), the Company received gross cash proceeds of approximately $11,000,000 as deposits from investors who have indicated an interest in purchasing shares of the Company’s common stock. The Company has refunded an aggregate of approximately $2,350,000.

In a disclosure statement from the Company dated January 9, 2017, each potential investor was asked to ratify their investment decision and thereby acquire shares of the Company’s common stock. The Company also provided each potential investor the option of rescinding its investment interest, in which case the Company would return any deposit they submitted and would not issue them any shares of common stock. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, deposits of approximately $8,650,000 have been ratified.

In addition, as of ~~September~~March 3031, ~~2022~~2023, the Company has not received a response from individuals or entities representing deposits of $131,000. Based on the refundable nature of the Company’s common stock subscriptions, and until each potential investor ratified their investment decision, amounts received by the Company have been presented as liabilities in the accompanying ~~condensed~~ consolidated balance sheets. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, deposits on common stock subscriptions were $131,000. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, the Company did not make any payment to return deposits on common stock subscriptions.

Warrants and Stock Options

There are no warrants or stock options granted, issued or outstanding as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022.

F-14 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (unaudited)

5. Stockholder Payable

The Company has primarily relied on the financial and human resources, relationships, funding and expertise of its founding stockholders, who are husband and wife, since inception. As a result, the Company advances and receives funds as the Company’s cash needs dictated and during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, amounts funded and/or loaned to the Company by its Chairperson, President and majority stockholder were $~~980~~327,000 and $1319,~~098,~~000, respectively, and amounts returned during the same periods were $21,000 and $51,000, respectively. As of ~~September~~March 3031, ~~2022~~2023 and, December 31, ~~2021~~2022, the stockholder payable balance outstanding was $8,~~004~~658,000 and $78,~~026~~331,000, respectively. The stockholder payable does not bear interest, is not collateralized and has no formal repayment terms.

~~6. Notes~~F-11 ~~Payable~~Table of Contents

On June 18, 2021, the Company entered into a promissory note with an investor of the Company. Under the terms of the promissory note, the Company borrowed $270,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting July 15, 2021 with the principal balance paid on June 15, 2022. In June 2022, the parties ratified an extension of the maturity date of the note to June 15, 2023. As of September 30, 2022, the balance of the promissory note and interest payable was $270,000 and $14,175, respectively. For the three months ended September 30, 2022 and 2021, the Company incurred interest expense from the promissory note in the amount of $4,725 and $4,725, respectively. For the nine months ended September 30, 2022, the Company incurred interest expense from the promissory note in the amounts of $14,175 and $4,725, respectively.

On November 18, 2021, the Company entered in another promissory note with the same investor. Under the terms of the promissory note, the Company borrowed $60,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting December 15, 2021 with the principal balance due on November 18, 2022. The balance of the promissory note as of September 30, 2022 was $60,000 and interest payable related to the promissory note as of September 30, 2022 was $3,150. For the three and nine months ended September 30, 2022, the Company incurred interest expense from the promissory note of $1,050 and $3,150, respectively. There was no such note during the three and nine months ending September 30, 2021.

F-15 Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

~~On February 24, 2022, the Company entered in another promissory note with a different investor and member of the Board of Directors of the Company~~6. Note ~~Under~~Payable the terms of the promissory note, the Company borrowed $42,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting February 24, 2022 with the principal balance paid on March 15, 2023. The balance of the promissory note as of September 30, 2022 was $42,000 and interest payable related to the promissory note as of September 30, 2022 was $735. For the three and nine months ended September 30, 2022, the Company incurred interest expense from the promissory note of $735 and $1,715, respectively. There was no such note during the three and nine months ending September 30, 2021.

On ~~March~~June 3118, ~~2022~~2021, the Company entered ininto ~~another~~a promissory note with ~~the~~an ~~same~~ investor of the Company. Under the terms of the promissory note, the Company borrowed $6270,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting ~~August~~July 3015, ~~2022~~2021 with the principal balance paid on ~~July~~June 3015, 2022. In June 2022, the parties ratified an extension of the maturity date of the note to June 15, 2023. The balance of the promissory note as of ~~September~~March 3031, 2023 and December 31, 2022 was $6270,000 and interest payable related to the promissory note as of ~~September~~March 3031, 2023 and December 31, 2022 was $~~35.~~23,600 and $18,900, respectively. For the three ~~and nine~~ months ended ~~September~~March 3031, 2023 and 2022, the Company incurred interest expense from the promissory note ofin ~~$70. There was no such note during~~ the ~~three~~amount of $4,725 and ~~nine months ending September 30~~$4,725, ~~2021~~respectively.

On November 18, 2021, the Company entered in another promissory note with the same investor. Under the terms of the promissory note, the Company borrowed $60,000 at 7% at annual, simple interest and was obligated to pay monthly interest starting December 15, 2021 with the principal balance paid on November 18, 2022. ~~Notes~~ ~~Payable~~The –note ~~Related~~has ~~Party~~ been renewed with a new due date of November 18, 2023. The balance of the promissory note as of March 31, 2023 and December 31, 2022 was $60,000 and interest payable related to the promissory note as of March 31, 2023 and December 31, 2022 was $5,250 and $4,200, respectively. For the three months ended March 31, 2023 and 2022, the Company incurred interest expense from the promissory note of $1,050 and $1,050, respectively.

On ~~May~~February 124, ~~2018~~2022, the Company entered ~~into~~in aanother promissory note with a ~~trust~~different ~~controlled~~investor byand member of the ~~Company’s~~Board ~~Chairperson,~~of ~~President~~Directors ~~and~~of ~~majority~~the ~~stockholder~~Company. Under the terms of the promissory note, the Company borrowed $142,~~285,~~000 at 57% at annual, simple interest and was obligated to ~~repay~~pay ~~the~~monthly ~~principal and~~ interest ~~amounts~~starting onFebruary ~~January 1~~24, 2022. Onwith ~~March 30, 2022,~~ the ~~parties~~principal ~~ratified~~balance anpaid ~~extension~~on ofMarch ~~the maturity date of the note to January 1~~15, 2023. The ~~promissory~~ note ~~contains~~has ~~standard~~been ~~acceleration~~renewed ~~provisions~~with ~~upon~~a annew ~~event~~due date of ~~default~~March ~~and~~15, ~~the borrowing is not collateralized~~2024. The balance of the promissory note as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022 was $160,~~285,~~000, and interest payable related to the promissory note as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022 was $~~283~~1,~~000~~ 960 and ~~$236~~245,~~000,~~ respectively. For the three months ended ~~September~~March 3031, ~~2022,~~2023 and ~~2021 the Company incurred interest expense from the promissory note of $16,000 and $16,000, respectively. For the nine months ended September 30,~~ 2022, ~~and 2021~~ the Company incurred interest expense from the promissory note of $~~48,000~~ 735 and $48245,~~000,~~ respectively.

On ~~May~~March 631, 2022, the Company entered ~~into~~in another promissory note with the same ~~trust~~investor. Under the terms of the promissory note, the Company borrowed $~~406~~6,~~200~~000 at 57% at annual, simple interest and iswas obligated to ~~repay~~pay ~~the~~monthly ~~principal and~~ interest ~~amounts~~starting onAugust ~~December 1~~30, 2022. ~~The~~with ~~promissory~~the ~~note~~principal ~~contains~~balance ~~standard~~paid ~~acceleration~~on ~~provisions~~July ~~upon~~30, an2023. ~~event~~As of ~~default~~March ~~and~~31, ~~the~~2023 ~~note~~and isDecember ~~uncollateralized.~~31, ~~The~~2022, the balance of the promissory note ~~as of September 30, 2022~~ was $~~406~~6,~~200,~~ 000 and interest payable related to the promissory note aswas of$245 ~~September~~and ~~30, 2022 was~~ $8-0-,~~460~~ respectively. For the three ~~and nine~~ months ended ~~September~~March 3031, 2023 and 2022, the Company incurred interest expense from the promissory note of $~~3,385~~105 and $5-0-,~~075,~~ respectively. ~~There was no such note during the three and nine months ending September 30, 2021.~~

~~F-16~~7. Note ~~Table~~Payable of– ~~Contents~~Related Party

On May 1, 2018, the Company entered into a promissory note with a trust controlled by the Company’s Chairperson, President and majority stockholder. Under the terms of the promissory note, the Company borrowed $1,285,000 at 5% annual, simple interest and was obligated to repay the principal and interest amounts on January 1, 2022. On March 30, 2022, the parties ratified an extension of the maturity date of the note to January 1, 2023. The note has been renewed with a new due date of January 1, 2024. The promissory note contains standard acceleration provisions upon an event of default and the borrowing is not collateralized. As of March 31, 2023 and December 31, 2022 the balance of the promissory note was $1,285,000, and interest payable related to the promissory note was $316,000 and $300,000, respectively. For the three months ended March 31, 2023, and 2022 the Company incurred interest expense from the promissory note of $16,000 and $16,000, respectively.

On May 6, 2022, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $406,200 at 5% annual, simple interest and is obligated to repay the principal and interest amounts on December 1, 2022. The note has been renewed with a new due date of December 1, 2023. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of March 31, 2023 and December 31, 2022, the balance of the promissory note was $406,200, and interest payable related to the promissory note was $18,600 and $13,500, respectively. For the three months ended March 31, 2023 the Company incurred interest expense from the promissory note of $5,100. There was no such note during the three months ended March 31, 2022.

F-12

Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

On July 21, 2022, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $110,000 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. ~~The~~As ~~balance~~ of ~~the~~March ~~promissory~~31, ~~note~~2023 asand ofDecember ~~September 30~~31, 2022, the balance of the promissory note was $110,000, and interest payable related to the promissory note aswas ~~of September 30~~$3,700 ~~2022~~and ~~was~~ $~~915~~3,200, respectively. For the three ~~and nine~~ months ended ~~September~~March 3031, ~~2022~~2023 the Company incurred interest expense from the promissory note of $~~915~~1,400. There was no such note during the first three ~~and nine~~ months ~~ending~~in ~~September 30, 2021~~2022.

On December 12, 2022, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $8,170 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. ~~SBA~~The ~~Loan~~promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of March 31, 2023 and December 31, 2022, the balance of the promissory note was $8,170, and the interest payable related to the promissory note was $100 and zero, respectively. For the three months ended March 31, 2023 the Company incurred interest expense from the promissory note of $100. There was no such note during the first three months in 2022.

InOn ~~January~~February ~~2021~~28, 2023, the Company entered into aanother ~~Paycheck~~promissory ~~Protection~~note ~~Program~~with ~~Term Note (~~the ~~“Note”)~~same ~~with~~trust. aUnder ~~lender pursuant to~~ the ~~Paycheck~~terms ~~Protection Program~~ of the ~~Coronavirus~~promissory ~~Aid~~note, ~~Relief, and Economic Security Act (“CARES Act”) administered by~~ the ~~U.S. Small Business Administration (the “SBA”). The~~ Company ~~received~~borrowed ~~total proceeds of~~ $8873,~~000,~~400 at 5% ~~which management believes were used in accordance with the requirements of the CARES Act. Until the ten-month anniversary of the covered period of the Note (the “Deferment Period”)~~annual, ~~neither~~simple ~~principal nor~~ interest ~~is due~~ and ~~payable.~~is ~~Interest~~obligated ~~will continue~~ to ~~accrue~~repay ~~during~~ the ~~deferment period. After the Deferment Period, the outstanding~~ principal ofand ~~the~~interest ~~Note~~amounts ~~that~~by isAugust ~~not~~31, ~~forgiven~~2027. ~~will~~The ~~convert~~promissory tonote ancontains ~~amortizing~~standard ~~term~~acceleration ~~loan~~provisions atupon an ~~interest~~event ~~rate~~ of 1% ~~per~~default ~~annum~~and ~~requiring~~the ~~equal~~note ~~monthly~~is ~~payments of principal and interest~~uncollateralized. ~~The~~As ~~Company~~of isMarch ~~accounting~~31, ~~for~~2023, the ~~Note~~balance ~~using~~of the ~~debt~~promissory ~~model~~note ~~under~~was ~~ASC Topic 470. In August 2021~~$73,400, ~~all~~and ~~amounts due pursuant to~~ the ~~Note, including accrued~~ interest, ~~were~~payable ~~forgiven.~~related Asto ~~a result,~~ the ~~balance~~promissory ~~due~~note ~~under~~was ~~the~~$300. ~~Note~~There was $0 asno such ofnote ~~September~~in ~~30,~~ 2022 ~~and December 31, 2021~~.

9On February 28, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $161,295 ~~Commitments~~at 5% annual, simple interest and ~~Contingencies~~is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of March 31, 2023, the balance of the promissory note was $161,295, and the interest payable related to the promissory note was $670. There was no such note in 2022.

On March 03, 2023, the Company entered into another promissory note with the same trust. Under the terms of the promissory note, the Company borrowed $11,769 at 5% annual, simple interest and is obligated to repay the principal and interest amounts by August 31, 2027. The promissory note contains standard acceleration provisions upon an event of default and the note is uncollateralized. As of March 31, 2023, the balance of the promissory note was $11,769, and the interest payable related to the promissory note was $50. There was no such note in 2022.

8. Commitments and Contingencies

Commitments

Since inception, the Company has leased access to computer storage and processing space from a trust controlled by the Company’s Chairperson, President and majority stockholder. Under the terms of the agreement, the Company first became obligated to pay for these services on January 1, 2009, when the monthly payment was $44,000 or $525,000 for the 2009 year. From 2010 to 2014, the service payments were $875,000 annually. From 2015 through 2019, the service payments were $1,050,000 annually. The parties agreed to renew the agreement for 2020 under the same terms,. ~~and~~On on June 1, 2020, the Company leased two additional computer servers. As a result, the monthly lease payment was increased by $35,000 annually. For ~~2021,~~ the ~~parties agreed to renew the agreement under the same terms as the end of 2020. For~~ three months ~~September~~ended 30March 31, ~~2022~~2023 and ~~2021~~2022, expenses associated with these services were $271,000 and $271,000, respectively. ~~For nine months September 30, 2022 and 2021, expenses associated with these services were $814,000 and $814,000, respectively.~~ The Company’s board of directors has ratified and approved the terms of each annual service agreement. The master agreement expired October 30, 2020 and has since been renewed for an additional five years with a new expiration of October 30, 2025. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable (Note 5).

~~F-17~~In ~~Table~~October 2017, the Company entered into an operating lease with a trust controlled by the Company’s Chairperson, President, and majority stockholder for office and internet server space located in Chino Hills, California for monthly rent of ~~Contents~~$16,000. The agreement expired October 1, 2022 and has been renewed for an additional five years with a new expiration of October 1, 2027. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable (Note 5).

F-13

Table of Contents

GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

In ~~October~~August ~~2017~~2015, the Company entered into an operating lease ~~with~~(as aamended) ~~trust controlled by the Company’s Chairperson, President, and majority stockholder~~ for office ~~and internet server~~ space ~~located~~ in ~~Chino Hills~~Ontario, California, ~~for~~which ~~monthly~~expired ~~rent~~on ofOctober ~~$16~~31,~~000.~~ ~~The agreement expires~~2021. ~~October 1~~Currently, ~~2022. Amounts owed to~~ the ~~Chairperson,~~Company ~~President~~leases ~~and~~space ~~majority~~at ~~stockholder~~the ~~for~~location ~~amounts~~on ~~owing~~a ~~under~~month-to-month ~~this arrangement are included in stockholder payable (Note 5)~~basis.

In August 2015, the Company entered into an operating lease (as amended) for office space in Ontario, California, which expired on October 31, 2021. Currently, the Company leases space at the location on a month-to-month basis. Rent expense for office space for the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022 was $~~750 and $750~~48,500 ~~respectively. Rent expense for office space for the nine months ended September 30, 2022~~ and ~~2021 was~~ $248,~~100 and $2~~700,~~100,~~ respectively.

Balance sheet information related to operating leases with terms of more than 12 months is as follows (in thousands):

	March 31,		December 31,
	2023		2022
Operating lease right-of-use assets	$	3,309	$	3,567
Current portion of operating lease liabilities		1,080		1,061
Noncurrent portion of operating lease liabilities		2,229		2,506
Total operating lease liabilities	$	3,309	$	3,567

The Company had operating leases costs of $319,000 for each of the three months ended March 31, 2023 and 2022. Operating lease Right-of-use assets as of March 31, 2023 and December 31, 2022 were $3,309,000 and $3,567,000, respectively. The discount rate to measure the Company's operating lease obligations is 7% annually.

The Company's leases have remaining lease terms of 3 years to 5 years, inclusive of renewal or termination options that the Company is reasonably certain to exercise.

The following table summarizes the maturities of the Company's operating lease liabilities as of March 31, 2023 (in thousands $):

	Maturities of Operating Lease Liabilities
2023	$	958
2024		1,277
2025		1,096
2026		192
2027		160
Total operating lease payments		3,683
Less: Imputed interest		(374	)
Total operating lease liabilities	$	3,309

F-14

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GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (Unaudited)

Concentrations

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and money market funds. Management mitigates such potential risks by maintaining the Company’s cash balances with entities that management believes possess high-credit quality.

Other Contingencies

From inception of the Company through January 9, 2017, the date of the disclosure statement described in Note 4, the Company received cash proceeds as deposits from individuals who indicated an interest in purchasing shares of the Company’s stock. At the time of these transactions, management does not believe that the Company offered securities for sale, as defined by the Securities Act of 1933. However, if such transactions were deemed to be an offering of securities, management believes that the Company complied with Section 4(a)(2) of the Securities Act of 1933, including the requirement that each purchaser be an accredited investor (as defined) or a sophisticated investor (as defined). In the event that the Company was deemed to have offered securities for sale and did not comply with Section 4(a)(2) of the Securities Act of 1933, the Company may be required to refund amounts received and/or be subject to penalties from security regulators. The accompanying ~~condensed~~ consolidated financial statements do not include any amounts related to this uncertainty.

~~F-18~~Periodically, ~~Table~~the Company receives services from individuals that the Company classifies as independent contractors. Management believes that such individuals are independent contractors because, among other things, they can choose whether, when, and where to provide services and are free to provide services to others. However, if the Company was required to classify such individuals as employees, it would likely incur significant additional expenses, potentially including expenses associated with the application of ~~Contents~~wage and hour laws, employee benefits, social security contributions, taxes, and penalties. The accompanying consolidated financial statements do not include any amounts related to this uncertainty.

~~GOFBA, INC~~ 9. Income Taxes

~~Notes~~As toof ~~Condensed~~March ~~Consolidated~~31, ~~Financial~~2023, ~~Statements~~the ~~(unaudited)~~Company has net deferred income tax assets that are mainly comprised of Federal and state net operating loss carryforwards in the amounts of approximately $11,000,000.

Periodically, the Company receives services from individuals that the Company classifies as independent contractors. Management believes that such individuals are independent contractors because, among other things, they can choose whether, when, and where to provide services and are free to provide services to others. However, if the Company was required to classify such individuals as employees, it would likely incur significant additional expenses, potentially including expenses associated with the application of wage and hour laws, employee benefits, social security contributions, taxes, and penalties. The accompanying condensed consolidated financial statements do not include any amounts related to this uncertainty.

10. Income Taxes

As of September 30, 2022, the Company has net deferred income tax assets that are mainly comprised of Federal and state net operating loss carryforwards in the amounts of approximately $11,000,000.

Management has established a valuation allowance equal to the entire amount of the Company’s net deferred income tax assets due to the uncertainty that the deferred income tax assets will be realized by the Company’s ability to generate sufficient future taxable income.

Utilization of the net operating loss carryforwards may be subject to annual limitations under Sections 382 and 383 of the Internal Revenue Code of 1986 and similar state provisions due to equity ownership changes that have occurred previously or that could occur in future. These ownership changes may limit the amount of net operating loss carryforwards that can be utilized to offset future taxable income and tax.

The Company has reviewed its tax positions and has determined that it has no significant uncertain tax positions at ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022.

1110. Legal Proceedings

In the ordinary course of business, the Company is from time to time, involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon the Company’s ~~condensed~~ consolidated financial condition and/or results of operations. However, matters currently pending or threatened are not expected to have a material adverse effect on the Company’s ~~condensed~~ consolidated financial position or results of operations.

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GOFBA, INC.

Notes to Condensed Consolidated Financial Statements (~~unaudited~~Unaudited)

1211. Related Party Transactions

On March 02, 2023, February 28, 2023, May 6, 2022, March 31, 2022, February 24, 2022, November 18, 2021, June 18, 2021, ~~and~~ July 21, 2022, and December 12, 2022, the Company entered into promissory notes with investors and a Board of Director of the Company. See Note 6 and 7 above for further discussion.

On May 1, 2018, the Company entered into a promissory note with a trust controlled by the Company’s Chairperson, President and majority stockholder. See Note 7 above for further discussion.

Since inception, the Company has leased access to computer storage and processing space, as well as office space, from a trust controlled by the Company’s Chairperson, President and majority stockholder. See Note 98 above for further discussion.

On May 14, 2018, the Company entered into employment agreements with Anna Chin and William DeLisi to serve as the Company’s President and Chief Executive Officer, respectively, under which the Company agreed to compensate Ms. Chin and Mr. DeLisi each at the annual salary of $121,000, beginning January 1, 2018 and terminating on December 31, 2023, with the possibility of extending the term for one additional year. In the event the Company is not able to pay Ms. Chin and/or Mr. DeLisi cash compensation for their salaries, the Company may issue shares of its common stock, valued at $5.00 per share, in lieu of such cash compensation. Any such shares are to be issued at the end of each calendar quarter for any cash compensation they did not receive. Ms. Chin and Mr. DeLisi are also entitled to standard executive employee health and life insurance benefits and certain severance payments in the event of termination. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, amounts owed to these officers totaled $~~819~~893,000 and $~~805~~889,000, respectively, and such amounts are included in accounts payable and accrued expenses.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Disclaimer Regarding Forward Looking Statements

Our Management’s Discussion and Analysis or Plan of Operation contains not only statements that are historical facts, but also statements that are forward-looking. Forward-looking statements are, by their very nature, uncertain and risky. These risks and uncertainties include international, national and local general economic and market conditions; ~~the COVID-19 global pandemic;~~ demographic changes; our ability to sustain, manage, or forecast growth; our ability to successfully make and integrate acquisitions; new product development and introduction; existing government regulations and changes in, or the failure to comply with, government regulations; adverse publicity; competition; the loss of significant customers or suppliers; fluctuations and difficulty in forecasting operating results; changes in business strategy or development plans; business disruptions; the ability to attract and retain qualified personnel; the ability to protect technology; and other risks that might be detailed from time to time in our filings with the Securities and Exchange Commission.

Although the forward-looking statements in this Quarterly Report reflect the good faith judgment of our management, such statements can only be based on facts and factors currently known by them. Consequently, and because forward-looking statements are inherently subject to risks and uncertainties, the actual results and outcomes may differ materially from the results and outcomes discussed in the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this report and in our other reports as we attempt to advise interested parties of the risks and factors that may affect our business, financial condition, and results of operations and prospects.

Overview

We ~~are~~have developed a unique bundled internet solution, consisting of search, chat, email, and offsite file transfer and storage modules, created to address dangerous, pressing issues not adequately addressed by our competitors. Gofba was established to address the current dangers that threaten the everyday internet user. We see two primary threats. The first is unrestricted, free access to inappropriate material. We have developed proprietary search algorithms which eliminate or make scarce inappropriate material from search results. The second is security. To address this, we have developed proprietary security algorithms which provide an enhanced level of protection for users. ~~We believe we are the online solution to these problems; providing users with a safe haven on the internet.~~

Our management has identified several key initiatives as part of our long-term strategy.

Firstly, we plan to continue investing in software development to create new software products and services that meet the evolving needs of the current marketplace. We recognize that technology and consumer preferences are constantly changing, and it is essential to stay ahead of these changes to remain competitive in the market.

Secondly, we plan to establish partnerships with potential customers to develop custom software solutions and explore possible new revenue streams. This involves building relationships with key industry players and leveraging our expertise to deliver high-quality solutions.

Thirdly, we plan to optimize our operations and improve efficiency to reduce costs and maximize profitability. This involves implementing lean software development processes and investing in automation and technology to streamline operations and improve productivity.

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Furthermore, we plan to continue to monitor our assets for potential impairments and adjust the carrying values of our assets as necessary. This ongoing assessment ensures that our financial statements accurately reflect the value of our assets and provide investors with a transparent view of our financial position.

Overall, our management is confident in our ability to execute on our long-term strategy and deliver long-term shareholder value. While the recognition of impairment charges during the current year has had an impact on our financial position, management believes that our ongoing business operations are sound, and we remain committed to investing in our business and driving seeking growth opportunities.

Corporate Overview

We were incorporated in the State of California as Gofba, Inc. on November 6, 2008.

Our offices are located at 3281 E. Guasti Road, Suite 700, Ontario, CA 91761, telephone number (909) 212-7662.

This discussion and analysis should be read in conjunction with our ~~condensed~~ consolidated financial statements included as part of this report.

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Critical Accounting Policies

Revenue

We recognize revenue when a customer obtains control of promised services or products. The amount of revenue recognized reflects the consideration that we expect to be entitled to receive in exchange for these services/products. To achieve this core principle, management applies the following steps:

1. Identification of the contract, or contracts, with the customer

We determine that we have a contract with a customer when the contract is approved, it can identify each party’s rights regarding the services to be transferred, it can identify the payment terms for the services, it has determined the customer has the ability and intent to pay and the contract has commercial substance. At contract inception, we evaluate whether two or more contracts should be combined and accounted for as a single contract and whether the combined or single contract includes more than one performance obligation. We apply judgment in determining the customer’s ability and intent to pay, which is based on a variety of factors, including the customer’s historical payment experience or, in the case of a new customer, credit and financial information pertaining to the customer.

2. Identification of the performance obligations in the contract

Performance obligations promised in a contract are identified based on the services and the products that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from us, and are distinct in the context of the contract, whereby the transfer of the services and the products is separately identifiable from other promises in the contract.

3. Determination of the transaction price

The transaction price is determined based on the consideration to which we expect to be entitled in exchange for transferring services (or products) to the customer. Variable consideration is included in the transaction price if, in management s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur.

4. Allocation of the transaction price to the performance obligation in the contract

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5. Recognition of the revenue when, or as, a performance obligation is satisfied

Software Development Costs

Critical Accounting Estimates

The preparation of financial statements in conformity with GAAP requires estimates and assumptions that affect the reported amounts of assets and liabilities, revenues and expenses, and related disclosures of contingent liabilities in the ~~condensed~~ consolidated financial statements and accompanying notes. These judgments and estimates are based on past events and expectations of future outcomes. Actual results may differ from our estimates.

We continually review our accounting policies, how they are applied and how they are reported and disclosed in our financial statements. We have reviewed our critical accounting estimates with the audit and compliance committee of our Board of Directors.

See Note 1 of the Notes to the ~~Condensed~~ Consolidated Financial Statements included in Part 1, Item 1 of this Form 10-Q for a summary of significant accounting policies and the effect on our financial statements.

Following is a summary of our critical accounting estimates and how they are applied in preparation of the financial statements.

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Website development in progress

We capitalize the software development costs once the technological feasibility of a product is established. Significant management judgments and estimates are utilized in the assessment of when technological feasibility is established and the evaluation is performed on a product-by-product basis. The technological feasibility of product is established when we have completed all planning, designing, coding, and testing activities that are necessary to establish that the product can be produced to meet its design specifications including functions, features, and technical performance requirements. The amount of software development costs to be capitalized is allocated based on the time and cost of our employees and service providers spend creating and developing the product. As of March 31, 2023, and December 31, 2022 we determined that the website development in progress was impaired and recorded the impairment charge to write down the assets to their fair value of zero.

On4 ~~May~~Table ~~6, 2022, February 24, 2022, March 31, 2022, November 18, 2021, June 18, 2021, and July 21, 2022, we entered into promissory notes with investors and a Board~~ of ~~Director of the Company. See Note 6 to the accompanying condensed consolidated financial statements included in this report for further discussion.~~Contents

Impairment of Long-lived Assets

We review the recoverability of long-lived assets, such as property and equipment and software development costs, whenever events or changes in circumstances occur that indicate the carrying value of the asset or asset group may not be recoverable. The assessment for possible impairment is based on our ability to recover the carrying value of the asset or asset group from the expected pre-tax cash flows, undiscounted and without interest charges, from the related operations. If the aggregation of the net cash flows is less than the carrying value of such assets, an impairment loss is recognized for the difference between estimated fair value and carrying value. The determination and measurement of impairment of long-lived assets requires us to estimate future cash flows and the fair value of long-lived assets.

Factors that we estimate include, among others, the economic lives of the assets, sales volume, pricing, inflation, long-term growth rates, cost of capital, marketing and capital spending. The variability of these factors depends on a number of conditions, and thus our accounting estimates may change from period to period. When performing impairment tests, we estimate the fair values of the assets using our best assumptions, which we believe are consistent with those a market participant would use. Furthermore, if we use different assumptions in future periods and estimates when impairment tests are performed, different results could occur.

As of March 31, 2023, we completed an impairment assessment of our capitalized software and determined that the fair value of our capitalized software costs is zero.

Property and Equipment

Principles of Consolidation

Our ~~condensed~~ consolidated financial statements include the accounts of Gofba and the accounts of Great Tech, Inc. (GTI), an entity wholly-owned by Gofba’s Chairperson, President and majority stockholder. The consolidated entities are referred to herein as the “"Company”" and intercompany balances and transactions have been eliminated in consolidation.

Recent Accounting Pronouncements

Recent accounting pronouncements are disclosed in Note 1 to our ~~condensed~~ consolidated financial statements.

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Results of Operations

We have no revenue-generating operations, a material working capital deficit, ~~and~~ a history of experiencing operating losses, and a net stockholders’ deficit. Historically, our primary sources of liquidity have come from deposits on common stock subscriptions and operating expenses paid on our behalf by our Chairperson, President and majority stockholder. During ~~2021,~~2022 and the year-to-date period in ~~2022~~2023, we continued to develop our technologies, our strategy to monetize our intellectual properties and our business plan. Our management intends to rely on additional sales of our common stock, as well as loans and/or payments from our Chairperson, President and majority stockholder, to provide sufficient liquidity to meet our cash requirements for a period of at least the next twelve months. Given the uncertain nature of our plans, and our reliance on related parties, there is substantial doubt about our ability to continue as a going concern. The accompanying ~~condensed~~ consolidated financial statements have been prepared assuming that we will continue as a going concern; however, there can be no assurance that our operations will generate substantial revenue or become profitable or that sources of financing, including the issuance of debt and/or equity securities, and continued borrowings from related parties, will be available at times and on terms acceptable to us, or at all. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we issued promissory notes for $~~564~~247,000 cash proceeds~~, and sold subscriptions to issue 8,500 shares of common stock in exchange for $42,500 of cash proceeds~~. As of the date of this report, we continue to seek equity financing which we expect to be sold pursuant to our primary offering in our effective Registration Statement on Form S-1, which we are currently in process of amending and expect completion in the next fiscal quarter.

6We ~~Table~~plan to focus on creating revenue generating activities through various initiatives. Since we have not established any recurring sources of ~~Contents~~revenue to cover our operating costs, we plan to continue to fund our losses through continued issuance of our common stock and receiving financial support from related parties, including our Chairperson, President and majority stockholder.

WeDuring ~~plan~~the tothree ~~focus~~months onended ~~creating~~March ~~new~~31, ~~revenue~~2023, ~~generating~~we ~~activities~~continued ~~through~~efforts ~~various~~in ~~initiatives.~~launching ~~Since~~our weFive ~~have~~Star ~~not~~Business ~~established~~Listing ~~any~~services ~~recurring~~and ~~sources~~GOFBA ofNews ~~revenue~~modules. toDuring ~~cover~~the ~~our~~first ~~operating~~quarter ~~costs~~of 2023, wethere ~~plan~~were tono ~~continue~~revenues togenerated ~~fund~~from ~~our~~these ~~losses~~two ~~through~~new ~~continued~~modules. ~~issuance~~We ofexpect ~~our~~these ~~common~~new ~~stock~~modules to grow and ~~receiving~~increase ~~financial~~in ~~support~~user ~~from~~activity ~~related~~but ~~parties,~~we ~~including~~cannot ~~our~~reasonably ~~Chairperson,~~estimate ~~President~~the ~~and~~financial ~~majority~~impact ~~stockholder~~at this time on our business.

During the nine months ended September 30, 2022, we continued efforts in launching our Five Star Business Listing services and GOFBA News modules. During the nine months ended September 30, 2022, there were no revenues generated from these two new modules. We expect these new modules to grow and increase in user activity but we cannot reasonably estimate the financial impact at this time on our business.

In March 2020, the World Health Organization characterized a novel coronavirus disease (“COVID-19”) as a pandemic. COVID-19 has had a widespread and detrimental effect on the global economy as a result of the continued increase in the number of cases and affected countries and actions by public health and governmental authorities, businesses, other organizations and individuals to address the outbreak, including travel bans and restrictions, quarantines, shelter in place, stay at home or total lock-down orders and business limitations and shutdowns. The COVID-19 pandemic had a negative impact on our business, results of operations, and development of our technologies by causing increased difficulties in our efforts to raise equity capital. We have relied on third party loans and cash advances from related parties. We expect the pandemic to have a negative impact through 2022. Any resulting financial impact cannot be reasonably estimated at this time, but we expect it will continue to have a material impact on our business, financial condition and results of operations.

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Summary of Results of Operations

	Three Months Ended September 30,						Nine Months Ended September 30,
	The Three Months Ended March 31,
	2022			2021			2022			2021
	2023			2022
	(000's)			(000's)			~~(000's)~~			~~(000's)~~
Revenues	$	-		$	-		$	-		$	-
Cost of goods sold		-			-			-			-
Gross profit (loss)		-			-			-			-
Operating expenses:
General and administrative		~~424~~438			~~539~~464		$	~~1,352~~		$	~~1,505~~
Professional fees		7664			87122			~~290~~			~~309~~
Depreciation and amortization		12-			1716			43			56
Total operating expenses		~~512~~502			~~643~~602			~~1,685~~			~~1,870~~
Net operating loss		(~~512~~502	)		(~~643~~602	)	$	~~(1,685~~	)	$	~~(1,870~~	)
Other Income		-			88			-			88
Net Loss	$	(502	)	$	(602	)
Net Loss	$	(512	)	$	(555	)	$	(1,685	)	$	(1,782	)

Three Months ended September 30, 2022 compared to Three Months ended September 30, 2021

Revenue and Gross Profit

We generated no revenue during the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022.

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Net Loss

Our net loss decreased by $43100,000 to $~~512~~502,000 during the three months ended ~~September~~March 3031, ~~2022~~2023 from $~~555~~602,000 during the same period last year. The decrease in net loss compared to the prior year is a result of athe decline in general and administrative expenses of $~~115~~26,000, in professional fees of $1158,000 and in depreciation and amortization of $516,000. The decrease in net loss was partially offset by the decrease in other income of $88,000 attributable to our SBA Loan forgiven in 2021 where as there was no such forgiveness during the same period this year.

For the three months ended ~~September~~March 3031, ~~2022~~2023, our most significant expense is included in general and administrative expense and represents over $300,000 of services related to our use of a related party’s office space, server towers, super computers and virtual servers. The counterparty to this agreement is a trust controlled by our Chairperson, President and majority stockholder. The annual agreement stipulating the equipment utilized and the monthly fee is ratified and approved by our board of directors.

General and Administrative Expenses

General and administrative expenses decreased by $~~115~~26,000, to $~~424~~438,000 for the three months ended ~~September~~March 3031, ~~2022~~2023 from $~~539~~464,000 during the same period last year. During the ~~quarter~~three months ended ~~September~~March 3031, ~~2022~~2023, the most significant expenses related to our use of a related party’s server towers, office space, super computers and virtual servers from a trust controlled by our Chairperson, President and majority stockholder in the amount of $319,000, ~~software~~ and ~~application~~executive ~~maintenance~~compensation ~~expenses~~ of approximately $3970,000. The salary expense results from executive agreements, further discussed below and ~~executive~~in ~~compensation~~the notes. General and administrative expense also inlcudes legal, accounting and public company related expenses of approximately $1459,000 ~~(as~~associated anwith ~~additional~~us ~~$56~~preparing our 2022 Annual Report on Form 10-K,~~000~~ ~~was~~our ~~capitalized~~2023 asQuarterly ~~software~~Reports ~~development~~on ~~costs).~~Form ~~The~~10-Q ~~salary~~for ~~expense~~the ~~results~~quarter ~~from~~ended ~~executive~~March ~~agreements~~31, ~~further~~2023, ~~discussed~~and ~~below~~a post-effective amendment to our Registration Statement on Form S-1, which were filed during the three months ended March 31, 2023 with the Securities and inExchange Commission. We expect professional fees to fluctuate with the ~~notes~~needs of our business and overall strategy to implement our ~~2022~~business ~~condensed~~plan. ~~consolidated~~In ~~financial~~the ~~statements~~event we undertake a significant transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

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Professional Fees

Our professional fees decreased by $11,000, to $76,000 during the three months ended September 30, 2022 from $87,000 during the same period in 2021. Professional fees incurred during the three months ended September 30, 2022, related principally to our outsourced staffing fees of approximately $52,000 and legal, accounting and public company related expenses of approximately $24,000 associated with us preparing our second quarter Form 10-Q and a post-effective amendment to our Registration Statement on Form S-1, which were filed during the third quarter of 2022 with the Securities and Exchange Commission. We expect professional fees to fluctuate with the needs of our business and overall strategy to implement our business plan. In the event we undertake a significant transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Depreciation and Amortization Expenses

Our depreciation and amortization expenses decreased by $516,000 to ~~$12,000~~zero from $1716,000 during the three months ended ~~September~~March 3031, ~~2022~~2023, as compared to the same period last year. Fixed assets have been became fully depreciated during the last quarter of 2022.

Nine months ended September 30, 2022 compared to Nine months ended September 30, 2021

Revenue and Gross Profit

We generated no revenue during the nine months ended September 30, 2022 and 2021. We do not expect to generate significant future revenues from sales of customer hardware products.

Net Loss

Our net loss decreased by $185,000 to $1,685,000 during the nine months ended September 30, 2022 from $1,782,000 during the same period last year. The decrease in our net loss compared to the prior year is a result of a decline in general and administrative expenses of $153,000, in professional fees of $19,000, and in depreciation and amortization of $13,000. The decrease in net loss was partially offset by the decrease in other income of $88,000 attributable to our SBA Loan forgiven in 2021 where as there was no such forgiveness during the same period this year.

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For the nine months ended September 30, 2022, our most significant expense is included in general and administrative expense and represents over $900,000 of services related to our use of a related party’s office space, server towers, super computers and virtual servers. The counterparty to this agreement is a trust controlled by our Chairperson, President and majority stockholder. The annual agreement stipulating the equipment utilized and the monthly fee is ratified and approved by our board of directors.

General and Administrative Expenses

General and administrative expenses decreased by $153,000, to $1,352,000 for the nine months ended September 30, 2022 from $1,505,000 during the same period last year. During the nine months ended September 30, 2022, the most significant expenses related to our use of a related party’s server towers, office space, super computers and virtual servers from a trust controlled by our Chairperson, President and majority stockholder in the amount of $958,000, software and application maintenance expenses of approximately $196,000, and executive compensation of approximately $42,000 (as an additional $168,000 was capitalized as software development costs). The salary expense results from executive agreements, further discussed below and in the notes to our 2022 condensed consolidated financial statements.

Professional Fees

Our professional fees decreased by $19,000, to $290,000 during the nine months ended September 30, 2022 from $309,000 during the same period in 2021. Professional fees incurred during the nine months ended September 30, 2022, related principally to our outsourced staffing fees of approximately $170,000 and legal, accounting and public company related expenses of approximately $120,000 associated with us preparing our 2021 Annual Report on Form 10-K and first and second quarter Form 10-Qs and a post-effective amendment to our Registration Statement on Form S-1. We expect professional fees to fluctuate with the needs of our business and overall strategy to implement our business plan. In the event we undertake a significant transaction, such as an acquisition, securities offering, or file a registration statement, we would expect these fees to substantially increase during that period.

Depreciation and Amortization Expenses

Our depreciation and amortization expenses decreased by $13,000 to $43,000 from $56,000 during the nine months ended September 30, 2022, as compared to the same period last year.

Liquidity and Capital Resources

We are still developing our technology platforms and technologies and are incurring operating losses. As a result, we have no recurring revenue streams and we have never generated positive operating cash flows. Our cash on hand as of ~~September~~March 3031, ~~2022~~2023 was $51,000 and our monthly cash flow burn rate was approximately $4080,000. To assist with our cash requirements, during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, we obtained $~~564~~247,000 of cash proceeds from the issuance of promissory notes payable to existing investors and Board of Director. We need to continue raising funds through debt or equity financings for the remainder of ~~2022~~2023 to meet our current monthly cash requirements of approximately $4060,000. In addition, we have incurred a significant amounts of debt, $12.94 million including accrued interest, which is due beginning December 1, ~~2022~~2023. Since inception, our liquidity has been tight and we have significant short-term cash needs. Historically, these needs were satisfied through proceeds from deposits received for the sales of our common stock and loan and/or payments made on our behalf by our Chairperson, President and majority stockholder. We currently do not believe we will be able to satisfy our cash needs from our revenues for at least several years to come.

10During ~~Table~~the three months ended March 31, 2023, we continued to develop our platform and technologies, strategy to monetize our intellectual properties and our business plan. We intend to rely on additional sales of ~~Contents~~the our common stock, as well as related party relationships and resources, to provide sufficient liquidity to meet our cash requirements for a period of at least the next twelve months. Given the uncertain nature of these plans, there is substantial doubt about our ability to continue as a going concern. There can be no assurance that our operations will become profitable or that sources of financing, including the issuance of debt and/or equity securities, and borrowings from related parties, will be available at times and on terms acceptable to us, or at all. During the three months ended March 31, 2023, we sold no shares of stock subscriptions and made no payments to return deposits on common stock subscriptions.

~~During~~7 ~~the~~Table nine months ended September 30, 2022, we continued to develop our platform and technologies, strategy to monetize our intellectual properties and our business plan. We intend to rely on additional sales of the our common stock, as well as related party relationships and resources, to provide sufficient liquidity to meet our cash requirements for a period of at least the next twelve months. Given the uncertain nature of these plans, there is substantial doubt about our ability to continue as a going concern. There can be no assurance that our operations will become profitable or that sources of financing, including the issuance of debt and/or equity securities, and borrowings from related parties, will be available at times and on terms acceptable to us, or at all. During the nine months ended September 30, 2022, we sold 8,500 shares of stock subscriptions for cash proceeds of $42,500 and made no payments to return deposits on common stock subscriptions.Contents

We plan to focus on creating plans to revenue generating activities through various initiatives. Since we have not established any sources of recurring revenue to cover our operating costs, we plan to continue to fund our losses through continued issuance of our common stock and support from our majority stockholder and other related parties.

In order to repay our obligations in full, or in part, when due, we will be required to raise significant capital from other sources. There is no assurance, however, that we will be successful in these efforts.

As stated earlier in this report, the impact of the COVID-19 pandemic is highly uncertain and cannot be predicted with confidence; however, management expects it to negatively impact the development of the Company’s technologies and its ability to raise capital.

Cash Requirements

We had cash balances of $51,000 and $451,000 as of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, respectively. Based on limited revenues, current cash balances and current expected monthly cash burn rate of approximately $4080,000, we will need financial support from related parties and will need to raise money from the issuance of equity and/or debt securities, to fund operations. Further, we have a $1,285,000 note payable that is contractually due on January 1, ~~2023~~2024 (as amended), along with accrued interest of $~~293~~316,000. During the three months ended ~~September~~March 3031, ~~2022~~2023, we continued to seek out additional debt and/or equity financing ~~and~~by inobtaining promissory notes of total $247,000. In July 2022 and December 2022, we obtained aan $110,000 promissory note and a $8,170 promissory note, respectively. We may not be successful in obtaining the continued financial support of related parties and unrelated parties, borrowing additional funds or raising money from the issuance of our securities.

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Sources and Uses of Cash

Operating

We used cash for operating activities of $~~666~~254,000 during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, as compared to $~~562~~108,000 for the same period in ~~2021~~2022. The most significant factor in our operating cash used is our net loss, adjusted for non-cash expenses and impairment loss. In ~~the~~three ~~nine~~ months ended ~~September~~March 3031, ~~2022~~2023, the net cash used in operating activities consisted primarily of our net loss of $1502,~~685,~~000, offset by non-cash lease expenses of $~~958~~319,000. ~~During~~In the ~~nine~~three months ended ~~September~~March 3031, ~~2021~~2022, the net cash used in operating activities consisted primarily of our net loss of $1602,~~712,~~000, which was offset by non-cash lease expenses of $~~942~~319,000. We expect to continue to use significant cash amounts in our operating activities.

Investing

We did not use any cash in investing activities during ~~the~~year ~~nine months~~ ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022. We expect to use cash in investing activities in future periods, the extent of which is dependent on the availability of cash and business needs.

Financing

Net cash provided by financing activities for the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 was $~~626~~254,000, compared to $~~586~~84,000 for the same period in ~~2021~~2022. During the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023, cash proceeds from the ~~sale~~promissory notes issued to existing members of ~~common~~Board ~~stock~~of ~~subscriptions~~Directors were $42247,~~500~~000, and net advances from stockholder payable were $197,000. ~~We also received $564,000 from promissory notes issued to existing investors and member of Board of Directors.~~ During the same period last year, ~~financing activities consisted of~~ cash proceeds from ~~sales~~the sale of common stock ofsubscriptions were $7743,000, a promissory note ~~from existing investors~~ of $~~270~~42,000, and ~~advances~~net ~~from~~repayments against stockholder payable ofwere $~~151~~1,000. ~~Additionally, during the same period last year, we received $88,000 from a Small Business Administration loan obtained under the CARES Act.~~

Contractual Obligations

As a smaller reporting company, we are not required to provide this information.

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Off Balance Sheet Arrangements

We have no off balance sheet arrangements.

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Related Party Transactions

On May 14, 2018, we entered into employment agreements with Anna Chin and William DeLisi to serve as our President and Chief Executive Officer, respectively, under which we agreed to compensate Ms. Chin and Mr. DeLisi each at the annual salary of $121,000, beginning January 1, 2018 and terminating on December 31, 2023, with the possibility of extending the term for one additional year. In the event we are not able to pay Ms. Chin and/or Mr. DeLisi cash compensation for their salaries, we may issue shares of our common stock, valued at $5.00 per share, in lieu of such cash compensation. Ms. Chin and Mr. DeLisi are also entitled to standard executive employee health and life insurance benefits and certain severance payments in the event of termination. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, $~~819~~893,000 and ~~805~~889,000 are due to these officers.

Since our inception, we have leased access to server towers, super computers and virtual servers from a trust controlled by our Chairperson, President and majority stockholder. Under the terms of the agreement, we first became obligated to pay for these services on January 1, 2009, when the monthly payment was $44,000 or $525,000 for the 2009 year. From 2010 to 2014, the service payments were $875,000 annually. From 2015 through 2019, the service payments were $1,050,000 annually. The parties agreed to renew the agreement for 2020 under the same terms. On June 1, 2020, we leased two additional computer servers. As a result, the monthly lease payment was increased by $35,000 annually. For 2021, the parties agreed to renew the agreement under the same terms as the end of 2020. For the three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, expenses associated with these services were $271,000 and $271,000, respectively. ~~For the nine months ended September 30, 2022 and 2021, expenses associated with these services were $814,000 and $814,000, respectively.~~ Our board of directors has ratified and approved the terms of each annual service agreement. The agreement expired on October 30, 2020 and was renewed through October 30, 2025. Amounts owed to the Chairperson, President and majority stockholder for amounts owing under this arrangement are included in stockholder payable.

In October 2017, we entered into an operating lease with a trust controlled by our Chairperson, President, and majority stockholder for office and internet server space for monthly rent of $16,000. The agreement expires October 1, ~~2023~~2027. Amounts owed to the Chairperson, President and majority stockholder under this arrangement are included in stockholder payable.

We have primarily relied on the financial and human resources, relationships, funding and expertise of our founding stockholders, who are husband and wife, since inception. As a result, we advance and receive funds as our cash needs dictate and during the ~~nine~~three months ended ~~September~~March 3031, ~~2022~~2023 and ~~2021~~2022, amounts funded to us by our Chairperson, President and majority stockholder were $~~980~~327,000 and $1319,~~098,~~000, respectively, and amounts returned during the same periods were $21,000 and $51,000, respectively. As of ~~September~~March 3031, ~~2022~~2023 and December 31, ~~2021~~2022, the stockholder payable balance outstanding was $8,~~004~~658,000 and $78,~~026~~331,000, respectively. The stockholder payable does not bear interest, is not collateralized and has no formal repayment terms.

13On ~~Table~~March 02, 2023, February 28, 2023, December 12, 2022, July 21, 2022, May 6, 2022, February 24, 2022, March 31, 2022, November 18, 2021, and June 18, 2021 and, we entered into promissory notes with investors and a Board of ~~Contents~~Director of the Company. See Note 7 to the accompanying consolidated financial statements included in this report for further discussion.

On May 6, 2022, February 24, 2022, March 31, 2022, November 18, 2021, June 18, 2021 and July 21, 2022, we entered into promissory notes with investors and a Board of Director of the Company. See Note 6 to the accompanying condensed consolidated financial statements included in this report for further discussion.

ITEM 3 Quantitative and Qualitative Disclosures About Market Risk

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 4 Controls and Procedures

We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer), of the effectiveness of our disclosure controls and procedures (as defined) in Exchange Act Rules 13a – 15(c) and 15d – 15(e)). Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer, who are our principal executive officer and principal financial officer, respectively, concluded that, as of ~~September~~March 3031, ~~2022~~2023, our disclosure controls and procedures were not effective (1) to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms and (2) to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to us, including our chief executive and chief financial officers, as appropriate to allow timely decisions regarding required disclosure.

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Our Chief Executive Officer and Chief Financial Officer (our Principal Accounting Officer) do not expect that our disclosure controls or internal controls will prevent all error and all fraud. No matter how well conceived and operated, our disclosure controls and procedures can provide only a reasonable level of assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Further, 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. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Furthermore, smaller reporting companies face additional limitations. Smaller reporting companies employ fewer individuals and find it difficult to properly segregate duties. Often, one or two individuals control every aspect of the company’s operation and are in a position to override any system of internal control. Additionally, smaller reporting companies tend to utilize general accounting software packages that lack a rigorous set of software controls.

14Our ~~Table~~disclosure controls and procedures are not effective because of ~~Contents~~material weaknesses in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2022. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management has identified the following material weaknesses that have caused management to conclude that, as of December 31, 2022, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

Our disclosure controls and procedures are not effective because of material weaknesses in internal control over financial reporting. A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Our management assessed the effectiveness of our internal control over financial reporting as of December 31, 2021. In making this assessment, our management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control-Integrated Framework (2013). Based on this assessment, management has identified the following material weaknesses that have caused management to conclude that, as of December 31, 2021, our disclosure controls and procedures, and our internal control over financial reporting, were not effective at the reasonable assurance level:

1. We do not have sufficient segregation of duties within accounting functions, which is a basic internal control. 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.

2. We have not documented our internal controls. We have limited policies and procedures that cover the recording and reporting of financial transactions and accounting provisions. As a result, we may be delayed in our ability to calculate certain accounting provisions. While we believe these provisions are accounted for correctly in the attached financial statements, our lack of internal controls could lead to a delay in our reporting obligations. 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.

3. Our corporate governance and U.S. GAAP and SEC accounting resources were not commensurate with those required of a public company. Although we are working to increase our accounting resources as our budget allows, we do not have all resources in place, which could lead to a delay in our reporting obligations.

To address these material weaknesses, management performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented. Accordingly, we believe that the condensed consolidated financial statements included in this report fairly present, in all material respects, our financial condition, results of operations and cash flows for the periods presented.

Remediation of Material Weaknesses

In order to remediate the material weakness in our documentation, evaluation and testing of internal controls, we intend to hire additional qualified and experienced personnel to assist us in remedying these material weaknesses as our business grows and as additional financial and other resources become available to us.

Changes in Internal Control over Financial Reporting

There have been no changes in the our internal controls over financial reporting during the period covered by this report that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

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PART II – OTHER INFORMATION

ITEM 1 Legal Proceedings

In the ordinary course of business, we are from time to time involved in various pending or threatened legal actions. The litigation process is inherently uncertain and it is possible that the resolution of such matters might have a material adverse effect upon our financial condition and/or results of operations. However, in the opinion of our management, matters currently pending or threatened against us are not expected to have a material adverse effect on our financial position or results of operations.

ITEM 1A Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

ITEM 2 Unregistered Sales of Equity Securities and Use of Proceeds

During the three months ended ~~September~~March 3031, ~~2022~~2023, we did not issue any unregistered securities.

ITEM 3 Defaults Upon Senior Securities

There have been no events which are required to be reported under this Item.

ITEM 4 Mine Safety Disclosures

There have been no events which are required to be reported under this Item.

ITEM 5 Other Information

Status of Registered Offering

There have been no events which are required to be reported under this Item.

Status of Refunds to Pre-Subscribers

As noted in our previous filings with the Commission, certain individuals or entities that gave us pre-subscription orders between 2009 and 2016 for shares of our common stock at between $1 and $5 per share, to be issued in the future if certain conditions were met, requested the return of their funds prior to the conditions being met. AsIn of2017, ~~December~~we ~~31,~~sent ~~2019,~~a ~~thirty-one~~Disclosure ofStatement ~~the~~to ~~pre-subscribers~~those ~~that~~individuals ~~indicated~~asking if they ~~wish~~wished to ~~receive~~confirm ~~the~~their investment ~~back~~in ~~had~~Gofba ~~not~~and ~~received~~receive ~~their~~shares ~~money back. Those pre-subscribers that requested a return~~ of ~~their~~our ~~funds~~common ~~but~~stock, ~~had~~or ~~not~~if ~~received their funds had indicated to us~~ they ~~were~~desired ~~willing~~ to ~~wait~~rescind ~~until~~their weinvestment ~~completed our primary offering that is the subject of that S-1 Registration Statement that went effective with the Securities~~ and ~~Exchange Commission on November 12, 2019, before they~~ receive their ~~funds~~investment money back. AsApproximately 350 of ~~May~~those ~~15,~~individuals ~~2021,~~or weentities ~~had~~confirmed ~~raised~~their ~~$1,607,500~~investment ~~under~~in ~~our~~Gofba ~~primary~~and ~~offering,~~indicated ~~which~~they iswish ~~not~~to ~~the~~receive ~~entire~~shares ~~amount~~ of ~~our~~Gofba ~~primary~~common ~~offering~~stock, ~~but~~and is76 ~~more~~indicated ~~than~~they ~~the~~wish ~~total amount owed~~ to ~~the~~rescind ~~pre-subscribers~~their ~~requesting~~investment ain ~~return~~Gofba ofand receive their investment funds back. AsIn ~~a result, in~~ early May ~~2021~~2020, we sent letters to all those pre-subscribers that had requested a return of their funds but had not received them yet, asking that they confirm their address to us so we can return their funds. As we ~~receive~~received those letters back from pre-subscribers we ~~will~~returned ~~return~~ their funds timely to the address indicated by each pre-subscriber. As of March 31, 2023, we had refunded all investments back to pre-subscribers that requested them but still have not received a response from pre-subscribers representing deposits of $131,000, while pre-subscribers representing deposits of $9,000 have rescinded their investments. These amounts represent the only amounts still owed to pre-subscribers.

During the three months ended ~~September~~March 3031, ~~2022~~2023, we did not make any payment to return deposits on common stock subscriptions, and as of ~~September~~March 3031, ~~2022~~2023, $131,000 is owed to the pre-subscribers.

1611 Table of Contents

ITEM 6 Exhibits

Item No.	~~Description~~	Description
3.1(1)	~~Amended and Restated Articles of Incorporation of Gofba, Inc.~~	Amended and Restated Articles of Incorporation of Gofba, Inc.
3.2 (1)	~~Amended and Restated Bylaws of Gofba, Inc.~~	Amended and Restated Bylaws of Gofba, Inc.
10.1(1)	~~Lease with RAR2-Inland Empire Offices-CA, Inc. dated July 9, 2015~~	Lease with RAR2-Inland Empire Offices-CA, Inc. dated July 9, 2015
10.2(1)	~~Form of Stock Purchase Agreement for Litigation Settlement Offering~~	Form of Stock Purchase Agreement for Litigation Settlement Offering
10.3(1)	~~Settlement and Release Agreement by and between Gofba, Inc. and Sharlene Chang, et al dated October 3, 2017~~	Settlement and Release Agreement by and between Gofba, Inc. and Sharlene Chang, et al dated October 3, 2017
10.4(1)	~~Amendment No. 1 to Settlement and Release Agreement by and between Gofba, Inc. and Sharlene Chang, et al dated March 27, 2018~~	Amendment No. 1 to Settlement and Release Agreement by and between Gofba, Inc. and Sharlene Chang, et al dated March 27, 2018
10.5(1)	~~Computer Towers Lease Agreement dated November 1, 2006~~	Computer Towers Lease Agreement dated November 1, 2006
10.6(1)	~~Form of Annual Amendment to Computer Towers Lease Agreement~~	Form of Annual Amendment to Computer Towers Lease Agreement
10.7(1)	~~Employment Agreement with Anna Chin dated May 14, 2018~~	Employment Agreement with Anna Chin dated May 14, 2018
10.8(1)	~~Employment Agreement with William DeLisi dated May 14, 2018~~	Employment Agreement with William DeLisi dated May 14, 2018
10.9(1)	~~Promissory Note issued to Sunray Trust dated May 1, 2018~~	Promissory Note issued to Sunray Trust dated May 1, 2018
10.10(2)	~~Amendment No. 1 to Computer Tower Lease Agreement by and between Gofba, Inc. Sunray Trust dated January 1, 2021~~	Amendment No. 1 to Computer Tower Lease Agreement by and between Gofba, Inc. Sunray Trust dated January 1, 2021
10.11(2)	~~Amendment No. 1 to Promissory Note issued to Sunray Trust dated March 5, 2021~~	Amendment No. 1 to Promissory Note issued to Sunray Trust dated March 5, 2021
10.12(3)	~~Amendment to Computer Towers Lease Agreement dated November 1, 2021~~	Amendment to Computer Towers Lease Agreement dated November 1, 2021
31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith)
32.1		Section 1350 Certification of Chief Executive Officer (filed herewith).
32.2		Section 1350 Certification of Chief Accounting Officer (filed herewith).
101.INS **		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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)

17 Table of Contents

31.1		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer (filed herewith)
31.2		Rule 13a-14(a)/15d-14(a) Certification of Chief Accounting Officer (filed herewith)
32.1		Section 1350 Certification of Chief Executive Officer (filed herewith).
32.2		Section 1350 Certification of Chief Accounting Officer (filed herewith).
101.INS **		Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
101.SCH **		Inline XBRL Taxonomy Extension Schema Document
101.CAL **		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF **		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB **		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE **		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 **		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

_____________

*	Filed herewith.

**	XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

(1)	Incorporated by reference from our Registration Statement on Form S-1 filed with the Commission on May 25, 2018.
(2)	Incorporated by reference from our Annual Report on Form 10-K (12/31/19) filed with the Commission on April 14, 2020.
(3)	Incorporated by reference from our Annual Report on From 10-K (12/31/20) filed with the Commission on March 25, 2021

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SIGNATURES

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

	Gofba, Inc.
Dated: November 14, 2022	By:	/s/ William DeLisi
Dated: May 15, 2023	By:	/s/ William DeLisi
		William DeLisi
		Chief Executive Officer
Dated: November 14, 2022	By:	/s/ Anna Chin
Dated: May 15, 2023	By:	/s/ Anna Chin
		Anna Chin
		Chief Financial Officer

1913

Filing Compare · Gofba, Inc.