Exhibit List PartyCal. Super. - 6th Dist.December 7, 2020Exhibit 3 Electronically Filed by Superior Court of CA, County of Santa Clara, on 2/2/2022 3:08 PM Reviewed By: R. Walker Case #20CV373916 Envelope: 8200424 20CV373916 Santa Clara - Civil REDACTED xhibi Consolidated Financial Statements Years Ended December 31, 2020 and 2019 Sii&lilSA,iir,&D I.. i iedi hhiyp.:i:|i p, dli: iii i, rittOO CONF I NTIAL )BDQ VEL0050 Velocity Portfolio Group, Inc. and Subsidiaries onsoli i ci em t ear e ber , Th» reuux m mmmngivg ”wu- hnanciai smmmvnls wn) 2: mu: L; 800 USfi, LL52 a Defnwr-re Irmn liahyhly pJnm-rshm .m lhc U S mrmht ' o! BD lnlcmalinnal Umtwl .1 UK company limimd by guanmxe; “a NFI L0 Consolidated Financial Statements Years Ended December 31, 2020 and 2019 CONF IDENTIAL VEL0051 Velocity Portfolio Group, Inc. and Subsidiaries onsoli i ci l ement ear e ber , NFI ENTI L00 [BOO Tel 7'2-790-0900Fax 722-750-2222 www.bdo.corn 90 LVoodbrtdge Center Dr., IP'loor Woodbndge fdf 0709S Independent Auditor's Report Board of Directors Velocity Portfolio Group, Inc. and Subsidiaries Wall, New Jersey 07719 Opinion We have audited the consolidated financial statements of Velocity Portfolio Group, Inc. and Subsidiaries (the Company), which comprise the consolidated balance sheets as of December 31, 2020 and 2019, and the related consolidated statements of operations, changes in stokhlder'ficit, and cash flows for the years then ended, and the related notes to the consolidated financial statements. In our opinion, the accompanying consohdated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2020 and 2019, and the results of its operations and its cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Basis for Opinion We conducted our audits in accordance with auditing standards generagy accepted in the United States of America (GAAS). Our responsibilities under those standards are further described in the Auditor's Responsibihties for the Audit of the Financial Statements section of our report. We are required to be independent of the Company and to meet our other ethical responsibibties, in accordance with the relevant ethical requirements relating to our audits. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Responsibilities of Atanagement for the FinanciaI Statements Management is responsibie for the preparation and fair presentation of the consolidated financial statements in accordance with accounting principles generally accepted in the United States of America, and for the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. In preparing the consolidated financial statements, management is required to evaluate whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern within one year after the date that the consolidated financial statements are issued or available to be issued. BOOULO LLPPOPI * Io t dl hltyPPB IP Ih US» I, o!BOOI I .» Pll Id. Lk. P yl t dhyr. twh dion«PPlotlh Io flooohl okof PP ' k f m BOO th h. d fr«d Boo o prk dt ' lie Boo kt,ho I'o CONFIDENTIAL VEL0052 Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the consohdated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonabie assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resuiting from fraud is higher than for one resulting from error, as fraud may involve coilusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered material if there is a substantial likelihood that, individually or in the aggregate, they would infiuence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with GAAS, we: Exercise professional judgment and maintain professional skepticism throughout the audit. e Identify and assess the risks of material misstatement of the consohdated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financiai statements. e Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, no such opinion is expressed. o Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financial statements. e Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's abihty to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. August 13, 2021 Woodbridge, NJ 4 CONFIDENTIAL VEL0053 Auditor's Responsibilities for the Audit of the Financial Statements Our objectives are to obtain reasonable assurance about whether the consolidated financial statements as a whole are free from material misstatement, whether due to fraud or error, and to issue an auditor's report that includes our opinion. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS will always detect a material misstatement when it exists. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentations, or the override of internal control. Misstatements are considered materiai if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment made by a reasonable user based on the consolidated financial statements. In performing an audit in accordance with GAAS, we: o Exercise professional judgment and maintain professionai skepticism throughout the auciit. Identify and assess the risks of material misstatement of the consolidated financial statements, whether due to fraud or error, and design and perform audit procedures responsive to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. e Obtain an understanding of internal control relevant to the audit in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opimon on the effectiveness of the Company's internal control. Accordingly, no such opimon is expressed. o Evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluate the overall presentation of the consolidated financiat statements. o Conclude whether, in our judgment, there are conditions or events, considered in the aggregate, that raise substantial doubt about the Company's ability to continue as a going concern for a reasonable period of time. We are required to communicate with those charged with governance regarding, among other matters, the planned scope and timing of the audit, significant audit findings, and certain internal control-related matters that we identified during the audit. August 13, 202 I Woodbridge, NJ 4 CONFIDENTIAL VEL0054 CONFIDENTIAL VEL0055 Consolidated Financial Statements F A LOO Velocity Portfolio Group, inc. and Subsidiaries Consolidated Balance Sheets December 3 1, Assets Cash and cash equivalents Restricted cash Consumer receivables, net, including consolidated variable interest entity of $ 13,417,747 and $ -, respectively Prepaid expenses Property and equipment, net Income tax receivable Intangible assets, net Goodwill Other assets Total assets Liabilities, Redeemable Non-controlling Interest and Stockholders'eficit Accounts payable and accrued expenses Accrued court costs Debt, net of discount Notes payable Notes payable to related parties Convertible subordinated notes Other liabilities Total liabilities Redeemable non-controlhng interest Commitments and Contingencies (Note 13) Stockholders'eficit: Preferred stock, $0.001 par value, 2,000,000 shares authorized, no issued and outstanding share Common stock, $0.001 par value, 12,000,000 shares authorized, 9,868,221 and 9,808,221 shares issued and outstanding, respectively Treasury stock, at cost, 450,000 and 907,157 shares, respectively Additional paid-in capital Accumuiated deficit Total Velocity Portfolio Group, Inc. stockholders'eficit Total liabilities, redeemable non-controlling interest and stockholders'eficit See accompanying notes to 2020 2019 $ 1 consanaatea Jmanciat statements. CONFIDENTIAL VEL0056
