Form 10-K - Annual report [Section 13 and 15(d), not S-K Item 405]

Share Name	Share Symbol	Market	Type
FOMO Worldwide Inc (CE)	USOTC:IGOT	OTCMarkets	Common Stock

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2023

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to _____________

Commission file number 001-13126

FOMO WORLDWIDE, INC.

(Exact name of small business issuer as specified in its charter)

California		83-3889101
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

625 Stanwix St. #2504, Pittsburgh, PA 15222

(Address of principal executive offices) (Zip Code)

(630) 708-0750

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

Title of each class		Trading symbol(s)		Name of each exchange on which registered
Common		IGOT		OTC Pink Current

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 [X] 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] 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 definition 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	[X]
		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 has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. [ ]

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. [ ]

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]

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

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year 2023, was $338,237.

As of July 16, 2024 there were 112,745,800 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Form 10-K is unaudited and being filed without being audited by the Company’s Independent Registered Public Accounting Firm. We have engaged a PCAOB (#6993) audit firm Boladale Lawal & Co., of Lagos, Nigeria and intend to file audited results under Form 10-K/A in the near future.

TABLE OF CONTENTS

		Page

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	5
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	10
Item 8.	Financial Statements and Supplementary Data	10
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	11
Item 9A (T).	Controls and Procedures	11
Item 9B.	Other Information	12

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	13
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	14
Item 13.	Certain Relationships and Related Transactions	15
Item 14.	Principal Accountant Fees and Services	15

PART IV
Item 15.	Exhibits; Financial Statement Schedules	16
Item 16.	Form 10-K Summary	18

SIGNATURES		19

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith based on management’s views and assumptions as of the time the statements were made, but there can be no assurance that management’s expectations, beliefs, or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

As used in this Annual Report on Form 10-K (the “Annual Report”), the terms “FOMO,” “the Company,” “we,” “us” and “our” refer to FOMO WORLDWIDE, INC. and its subsidiaries.

PART I

Item 1. Description of Business.

Company Background

From 2014 through 2019, the Company, which was then known as “2050 Motors, Inc.” was seeking to import, market and sell in the United States, Puerto Rico, the U.S. Territories and Peru, the “e-Go” lightweight carbon fiber all-electric vehicle and electric light truck which was to be manufactured by Jiangsu Aoxin New Energy Automobile Co., Ltd. (“Aoxin Automobile”) located in the People’s Republic of China (the “PRC”). Although the Company had entered into a definitive agreement with Aoxin Automobile, due to export restrictions imposed by the PRC, as well as tariffs imposed by the United States as a result of its trade dispute with China, the Company encountered substantial delays and was unable to commercially launch the vehicles in the U.S. Accordingly, in May 2019, the Company discontinued its planned electric vehicle business and instead focused its efforts on exploring investment opportunities which management believed offered better potential to generate revenues and create shareholder value.

Acquisition of IAQ Technologies LLC

On October 19, 2020, the Company acquired 100% of the membership interests of Purge Virus, LLC in exchange for the issuance of 2,000,000 Series B Preferred Shares valued at $800,000 to its member. We subsequently changed the name of the company to IAQ Technologies LLC (“IAQ”). IAQ, which is based in Philadelphia, PA, is engaged in the marketing and sale of disinfection products and services to businesses, including hotels, hospitals, cruise ships, offices, and government facilities, as well as to individuals. Products and services marketed by IAQ include:

	●	Ultraviolet-C in-duct and portable devices;
	●	Hybrid disinfection devices with UVC, carbon filtration and HEPA filtration;
	●	Hybrid disinfection devices with UVC and Photo Plasma;
	●	Bio-polar ionization disinfection for virus and Volatile Organic Compound disinfection; and
	●	PPE (personal protective equipment) ranging from masks to gloves with factory-direct supply side logistics.

IAQ markets and sells its disinfection products and services through two in-house sales managers.

Acquisitions of Independence LED Lighting LLC and Energy Intelligence Center LLC

On February 12, 2021, the Company purchased the assets of Independence LED Lighting LLC (“iLED”), later rebranded as IAQ Technologies, LLC, in exchange for the issuance of 250,000 Series B Preferred Shares valued at $3.3 million iLED, is in the sale of clean air products intended for use in disinfecting and improving air quality.

On March 7, 2021, the Company purchased the assets of Energy Intelligence Center LLC (“EIC of PA”), an affiliate of iLED, in exchange for the issuance of 125,000 Series B Preferred Shares valued at $1,479,121. EIC is engaged in the commercialization, marketing and licensing of software designed to work in conjunction with a commercial building’s HVAC system to clean the air that circulates within the building.

Following the acquisitions of the assets of ILED and EIC, the Company combined the assets and businesses of iLED and EIC PA into a newly formed wholly-owned subsidiary, Energy Intelligence Center, LLC (“EIC Wyoming”). The assets of this business were combined with a successor entity and EIC was dissolved in 2024.

Acquisitions of SMARTSolution Technologies L.P. and SMARTSolution Technologies, Inc.

On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies L.P. and shares of SMARTSolution Technologies, Inc. (the General Partner) (collectively “SST”) pursuant to a Securities Purchase Agreement dated February 28, 2022 (the “SPA”), by and between the Company and Mitchell Schwartz (“Seller”), the beneficial owner of the general and limited partnership interests in SST. SST is a Pittsburgh, Pennsylvania–based audio/visual systems integration company that designs and builds presentation, teleconferencing and collaborative systems for businesses, educational institutions, and other nonprofit organizations.

Pursuant to the SPA, FOMO:

	●	issued to Seller 1,000,000 shares of its authorized but unissued Series B Preferred Shares;
	●	paid approximately $927,600 of SST’s indebtedness to the Seller and third parties;
	●	entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as SST’s Chief Executive Officer at an annual salary of $100,000; and
	●	as an incentive to retain SST’s other employees, issued to such employees, a total of 300,000,000 three-year common stock purchase warrants (the “Incentive Warrants”), each entitling the holder to purchase one share of SST common stock at an exercise price of $0.001 per share.

SST has been engaged in the education technology and services business for over 25 years. SST markets its systems to and installs these systems in elementary, middle and high schools, as well as colleges, universities, and commercial facilities. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms and teachers via personal computers, laptops, tablets, and similar devices. SST currently markets its systems primarily in Pennsylvania, Ohio and West Virginia, is in the process of expanding into the Alabama and Michigan markets and plans to expand further throughout the United States as opportunities present themselves either organically or through strategic acquisitions.

As a result of the growth in remote learning driven in part by the COVID-19 pandemic and government funding including ESSER Funds (Elementary Secondary School Emergency Relief) and the CARES Act (Coronavirus Aid, Relief, and Economic Security), SST is currently experiencing a significant increase in orders and sales and continuous growth in backlog. Since the closing of the acquisition, FOMO has secured several millions dollars financing to support SST’s fulfillment of additional orders and delivery of its backlog.

The digital smartboards which form the key element of SST’s interactive audio visual systems are primarily supplied by a leading manufacturer based in Canada, which is a subsidiary of a large multi-national company Hon Hai Precision Industry Co., Ltd., trading as Hon Hai Technology Group in China, Taiwan and Foxconn internationally. SST believes that its relationship with its supplier is adequate, although there can be no assurance that if the relationship with the supplier was interrupted or otherwise adversely affected that an alternative source of supply at commercially reasonable cost would be available or that SST’s business would not be seriously harmed. Due to liquidity issues and a business downturn since June 2023, SST is has been placed into receivership by our senior lender effective April 1, 2024 and will be carried as a discontinued operation for accounting purposes.

SST currently employs 4 people, including 1 in administration, 1 in sales management and 2 in installation. As a result of its backlog and due to turnover, SST is currently seeking to expand its installation and sales staff. On or around June 15, 2023, we merged out SMARTSolution Technologies LP into SMARTSolution Technologies, Inc. due our ownership of both the LP and the GP.

Formation of Diamond Technology Solutions, LLC

On or around June 15, 2023, we formed a new subsidiary Diamond Technology Solutions, LLC to offer a wide array of products and services to customers nationwide including smart boards, access control systems, smart cameras, indoor farming, and other. In January 2024, we merged the assets and intellectual property of our EIC business into DTS to further add to its offering. We are currently seeking to capitalize DTS for growth.

Corporate Information

We were incorporated in the State of California on February 27, 1990 and redomiciled to Wyoming on November 22, 2023. Our principal executive offices are located at 625 Stanwix St. #2504, Pittsburgh, PA 15222 and our telephone number is (630) 708-0750. Our website is www.fomoworldwide.com.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company currently rents property through its wholly owned subsidiary SMARTSolution Technologies LP at 831 West North Ave, Pittsburgh, PA 15233. The property rental is between SMARTSolution Technologies LP and GraMax LLC, which is wholly owned by SST’s Founder and Brand Ambassador, Mitchell Schwartz. On closing of the SST acquisitions on February 28, 2022, the initial lease term was five (5) years with an annual lease of $84,000 subject to modification. The lease is currently in default.

Item 3. Legal Proceedings.

We have been named in lawsuits by a former salesperson for unpaid commissions, by merchant cash advance providers CFS, Globex, and Swift Funding for $171,343.35 plus interest, $161,631.25 plus interest, and $142,739.21 plus interest respectively which have resulted in unsecured judgments, and by our senior lender Thermo Communications Funding, LLC in the amount of $1,074,276.15 plus interest. We are working to settle these claims through a planned capital raise and sales of assets subject to Court approval.

Item 4. Mine Safety Disclosures.

None.

PART II

Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our shares of common stock are quoted on the OTC Pink tier of the over-the-counter market operated by OTC Markets Group Inc. under the symbol “IGOT”. Such market is extremely limited. We can provide no assurance that our shares of common stock will be continued to be traded on the OTC Pink or another exchange, or if traded, that the current public market will be sustainable.

Holders of Record

As of the date of this Annual Report, there were approximately 457 holders of record of our common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single shareholder and accordingly, the Company believes that the number of beneficial owners of its common stock is significantly higher.

Dividends

We have never declared or paid any cash dividends on our common stock, nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

This Annual Report contains forward-looking statements. Our actual results could differ materially from those set forth because of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this Annual Report. See “Cautionary Note Regarding Forward Looking Statements” above.

Results of Operations

Year ended December 31, 2023 as compared to year ended December 31, 2022

Revenues. During the year ended December 31, 2023, the Company had operating revenues of $2,498,566, as compared to operating revenues of $$7,515,451 for the year ended December 31, 2022. The decrease from 2022 to 2023 was $5,016,975 (67%). The decline was due to a decline in sales at SST.

Cost of Revenues. During the year ended December 31, 2023, cost of revenues was $1,920,142, as compared to cost or revenues of $6,467,990 for the year ended December 31, 2022. The decrease from 2022 to 2023 was $4,547,848 (70%). Cost of sales primarily includes cost of equipment, cost of labor, cost of transportation and delivery, and allocation of corporate overhead. The decline was due to a decline in sales at SST.

Gross Profit. Gross profit for the year ended December 31, 2023 was $578,424as compared to gross profit of $1,047,551 for the year ended December 31, 2022. Gross profit expressed as a percentage of sales for 2022 was 23%, as compared to 14% for 2022.

Operating Expenses. During the year ended December 31, 2023, the Company incurred operating expenses of $2,241,606 consisting primarily of the impairment of Goodwill and Intangible assets, payroll, professional and consulting fees. Of the operating expense, $1,031,638 consists of non-cash expenses, such as depreciation and amortization and expenses for shares and warrants issued for services. During the year ended December 31, 2022, the Company incurred operating expenses of $2,645,480 consisting primarily of payroll, professional and consulting fees. Of the operating expense, $981,594 consists of non-cash expenses, such as depreciation and amortization and expenses for shares and warrants issued for services.

Other Income (Expenses). During the year ended December 31, 2023, the Company incurred other income (expense) $79,444 consisting of interest expense, amortization of debt discounts, gain on investments, debt settlement, loan forgiveness, loss on debt conversions, derivative liability expense and derivative expense. During the year ended December 31, 2022, the Company incurred other income (expense) $2,083,561 consisting of interest expense, amortization of debt discounts, loss on investments, debt settlement, loan forgiveness, loss on debt conversions, derivative liability expense and derivative expense.

Net Losses. As a result of the above, the Company incurred a net loss of $1,583,738, for the year ended December 31, 2023, as compared to a net loss of $3,681,490 for the year ended December 31, 2022.

Our Auditors Have Issued a Going Concern Opinion

The Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern as of December 31, 2023. The consolidated financial statements in this report on Form 10-K have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the consolidated financial statements, these conditions raise substantial doubt from the Company’s ability to continue as a going concern. The Company’s plans in regard to these matters are also described in the notes to the Company’s consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2023, the Company had:

●	a net loss of $1,583,738; and
●	net cash used in operations of $176,588.

Additionally, at December 31, 2023, the Company had:

●	an accumulated deficit of $25,799,891;
●	stockholders’ deficit of $3,120,474; and
●	a working capital deficit of $3,701,663.

Liquidity and Capital Resources at December 31, 2023

Operating Activities

For the years ended December 31, 2023 and 2022, the Company reflected net cash used in operating activities of $176,588 and $858,229, respectively, a decrease of $681,641 (79%). Operating activities primarily consist of a net loss of $1,583,738, offset by non-cash net expenses of $361,878, and increases in accounts receivable, inventory, and prepaid expenses, offset by an increase in accounts payable and decrease in deferred revenues.

Investing Activities

For the year ended December 31, 2023 and 2022, the Company reflected net cash provided by (used in) investing activities of $(9,007) and $89,941.

Financing Activities

For the year ended December 31, 2023 and 2022, the Company reflected net cash provided by financing activities of $93,071 and $817,612, respectively, a decrease of $724,541 (89%). Financing activities primarily consisted of proceeds and repayments from debt, proceeds and related drawdown on the accounts receivable credit facility and proceeds from the issuance of common stock and Class A preferred stock.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of capital and capital required to support sales and operations. The Company has cash on hand of $99,954 at December 31, 2022. Although the Company intends to raise additional debt and equity capital, the Company may continue to incur losses from operations and incur negative cash flows from operating activities over the near-term. Future potential losses could be significant as sales increase along with associated expenses related to compensation, professional fees, business development and regulatory compliance.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2023, and our current capital structure including equity-based instruments and our obligations and debts.

If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and is closely monitoring its cash balances, cash needs, and expense levels.

These factors create substantial doubt about our ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if we are unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

●	Pursuing additional capital raising opportunities (debt or equity),
●	Continue to execute on our strategic planning while increasing operational efficiency,
●	Continuing to explore and execute prospective partnering or distribution opportunities; and
●	Identifying unique market opportunities that represent potential positive short-term cash flow.

We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our clean air and audio/visual businesses. Consequently, our dependence on the proceeds from future debt or equity investments will be used to implement our business plan of expanding our business through mergers and acquisition and expanding revenues through growing sales in the clean air and audio/visual businesses. If we are unable to raise sufficient capital, we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this report, we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may be unavailable in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases, or debt which would increase our capital requirements and a possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

Summary of Significant Accounting Policies

See Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report.

Off-balance Sheet Arrangements

None.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not required under Regulation S-K for “smaller reporting companies.”

Item 8. Financial Statements and Supplementary Data

Our unaudited consolidated financial statements are set forth below.

FOMO WORLDWIDE, INC. and Subsidiaries

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Consolidated Balance Sheets, December 31, 2023 and 2022 (Unaudited)	F-2

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 (Unaudited)	F-3

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2023 and 2022 (Unaudited)	F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 (Unaudited)	F-5

Notes to Consolidated Financial Statements December 31, 2023 and 2022 (Unaudited)	F-6

F-1

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Balance Sheets (Unaudited)

	December 31, 2023		December 31, 2022
Assets

Current Assets
Cash	$	4,430	$	96,954
Accounts receivable - net		359,008		1,682,654
Loan receivable - related party		38,807		45,261
Inventory - net		69,982		382,457
Prepaids and other		8,267		9,458
Total Current Assets		480,494		2,216,784

Property and equipment - net		3,232		80,844
Operating lease - right-of-use asset		-		281,937
Intangible assets		-		514,476
Goodwill		-		350,110
Investments		694,400		140,006

Total Assets	$	1,178,126	$	3,584,157

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities
Bank overdraft	$	204	$	-
Accounts payable and accrued expenses		1,441,803		1,657,084
Accounts receivable credit facility		1,046,828		1,276,467
Operating lease liability		-		63,556
Deferred revenue		59,896		578,354
Warranty reserve		5,010		-
Loans payable - related parties		5,588		25,048
Convertible notes payable - net		214,750		645,006
Loans payable- other		720,396		243,692
Preferred dividend payable		289,518		171,646
Derivative liabilities		398,164		981,766
Total Current Liabilities		4,182,157		5,642,619

Long Term Liabilities
Loans payable - related parties		116,443		284,480
Operating lease liability		-		227,701
Total Long-Term Liabilities		116,443		512,181

Total Liabilities		4,298,600		6,154,800

Commitments and Contingencies (Note 10)

Stockholders’ Equity (Deficit)
Preferred stock, Class A, $0.0001 par value, 78,000,000 shares designated,
24,729,492 and 5,750,000 shares issued and outstanding, respectively		2,493		575
Preferred stock, Class B, $0.0001 par value, 20,000,000 shares designated,
6,083,316 and 5,289,982 shares issued and outstanding, respectively		624		529
Preferred stock, Class C, $0.0001 par value, 2,000,000 shares designated,
1,000,000 and 1,000,000 shares issued and outstanding, respectively		100		100
Common stock, no par value, unlimited shares authorized
104,000,514 and 86,201,881 shares issued and outstanding, respectively		9,533,145		9,023,334
Additional paid-in capital		13,143,055		12,503,100
Accumulated deficit		(25,799,891)		(24,098,281)
Total Stockholders’ Equity (Deficit)		(3,120,474)		(2,570,643)

Total Liabilities and Stockholders’ Equity (Deficit)	$	1,178,126	$	3,584,157

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

F-2

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statement of Operations (Unaudited)

	For the Years Ended December 31,
	2023		2022

Sales - net	$	2,498,566	$	7,515,541

Cost of sales		1,920,142		6,467,990

Gross profit		578,424		1,047,551

General and administrative expenses		1,442,270		2,645,480
Impairment of Goodwill and intangible assets		799,336		-
Total operating expenses		2,241,606		2,645,480

Loss from operations		(1,663,182)		(1,597,929)

Other income (expense)
Interest expense		(594,191)		(502,409)
Amortization of debt discount		(31,200)		(573,845)
Change in fair value of derivative liabilities		(73,339)		(165,883)
Derivative expense		-		(194,887)
Gain on debt extinguishment (derivative liabilities – convertible debt)		600,261		226,391
Loss on debt extinguishment		(255,850)		(205,691)
Unrealized gain (loss) on investment		517,377		(667,237)
Other expenses		(83,614)		-
Total other expense - net		79,444		(2,083,561)

Net income (loss)	$	(1,583,738)	$	(3,681,490)

Preferred stock dividends		(117,872)		(171,646)

Net loss available to common shareholders		(1,701,610)		(3,853,136)

Loss per share - basic and diluted	$	(0.02)	$	(0.04)

		93,033,917		83,088,894

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

F-3

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statement of Stockholders’ Deficit

For the years ended December 31, 2023 and 2022

Unaudited

	Preferred Stock - Class A			Preferred Stock - Class B			Preferred Stock - Class C			Common Stock								Total
														Additional				Stockholders’
														Paid-in		Accumulated		Equity
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Capital		Deficit		(Deficit)

December 31, 2021	5,750,000	$	575	5,249,982	$	525	1,000,000	$	100	7,177,931,757	$	8,631,776	$	11,301,942	$	(20,245,145)	$	(310,227)

Issuance of stock in cashless exercise of warrants	-		-	-		-	-		-	645,833,333		-		-		-		-

Issuance of stock for services	-		-	650,000		65	-		-	-		-		534,935		-		535,000

Acquisition of Smart Solutions Technologies, Inc. - net of broker fees	-		-	1,000,000		100	-		-	-		-		699,900		-		700,000

Shares returned in acquisition of Smart Solutions Technologies, Inc. - net of broker fees	-		-	(1,000,000)		(100)	-		-	-		-		(699,900)		-		(700,000)

Issuance of stock in conversion of debt and accrued interest	-		-	-		-	-		-	301,448,152		310,059		-		-		310,059

Return and cancellation of Series B shares	-		-	(250,000)		(25)	-		-	-		-		25		-		-

Conversion of Series B preferred stock into common stock	-		-	(360,000)		(36)	-		-	360,000,000		30		6		-		-

Warrants issued for services	-		-	-		-	-		-	-		-		227,211		-		227,211

Warrants issued for services - related party	-		-	-		-	-		-	-		-		13,981		-		13,981

Reclassification of financial instruments that ceased to be derivative liabilities (warrants)	-		-	-		-	-		-	-		-		425,000		-		425,000

Shares issued in transfer agent conversion	-		-	-		-	-		-	134,974,846		81,469		-		-		81,469

Preferred dividends																(171,646)		(171,646)

Net loss	-		-	-		-	-		-	-		-		-		(3,681,490)		(3,681,490)

December 31, 2022	5,750,000	$	575	5,289,982	$	529	1,000,000	$	100	8,620,188,088	$	9,023,334	$	12,503,100		(24,098,281)		(2,570,643)

Issuance of Series B preferred stock for services	-		-	385,000		39	-		-	-		-		128,461		-		128,500
Warrants issued for services - related party	-		-	-		-	-		-	-		-		32,309		-		32,309
Conversion of Accrued Salary to Series A Preferred shares	3,533,333		353	-		-	-		-	-		-		67,814		-		68,167
Conversion of Accrued Salary to Series B Preferred shares	-		-	567,834		56	-		-	-		-		178,244		-		178,300
Conversion of accrued salary to common stock	-		-	-		-	-		-	347,083,333		105,583		-		-		105,583
Conversion of Related Party Loan to Common Shares	-		-	-		-	-		-	50,000,000		50,000		-		-		50,000
Conversion of convertible debt to Series A Preferred Stock	15,646,159		1,565	-		-	-		-	-		-		233,127		-		234,692
Conversion of convertible debt and accrued interest to common stock	-		-	-		-	-		-	1,382,539,332		354,228		-		-		354,228
Preferred dividends	-		-	-		-	-		-	-		-		-		(117,872)		(117,872)
Net loss	-		-	-		-	-		-	-		-		-		(1,583,738)		(1,583,738)

December 31, 2023	24,929,492	$	2,493	6,242,816	$	624	1,000,000	$	100	10,399,810,753	$	9,533,145	$	13,143,055	$	(25,799,891)	$	(3,120,474)

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

F-4

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statement of Cash Flows

Unaudited

	For the Years Ended December 31,
	2023		2022

Sales - net	$	2,498,566	$	7,515,541

Cost of sales		1,920,142		6,467,990

Gross profit		578,424		1,047,551

General and administrative expenses		1,442,270		2,645,480
Impairment of Goodwill and intangible assets		799,336		-
Total operating expenses		2,241,606		2,645,480

Loss from operations		(1,663,182)		(1,597,929)

Other income (expense)
Interest expense		(594,191)		(502,409)
Amortization of debt discount		(31,200)		(573,845)
Change in fair value of derivative liabilities		(73,339)		(165,883)
Derivative expense		-		(194,887)
Gain on debt extinguishment (derivative liabilities – convertible debt)		600,261		226,391
Loss on debt extinguishment		(255,850)		(205,691)
Unrealized gain (loss) on investment		517,377		(667,237)
Other expenses		(83,614)		-
Total other expense - net		79,444		(2,083,561)

Net income (loss)	$	(1,583,738)	$	(3,681,490)

Preferred stock dividends		(117,872)		(171,646)

Net loss available to common shareholders		(1,701,610)		(3,853,136)

Loss per share - basic and diluted	$	(0.02)	$	(0.04)

		93,033,917		83,088,894

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

F-5

FOMO WORLDWIDE, INC. and subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

December 31, 2023 and 2022

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION

FOMO WORLDWIDE, INC. (“FOMO,” “we,” “our” or “the Company”), is a business incubator with subsidiaries focused on the sale of its smart board technology as well as related installation services. Additionally, the Company markets and sells clean air disinfection products.

On May 18, 2021, FOMO incorporated FOMO ADVISORS LLC, a Wyoming limited liability company, as a wholly owned private merchant banking subsidiary. Currently, this entity is inactive.

On December 14, 2021, FOMO incorporated FOMO CORP., later renamed “FOMO WORLDWIDE, INC.”, a Wyoming C-Corp., as a wholly owned subsidiary for the purposes of providing back office services to its employees and for its wholly owned and majority-owned businesses. The Company is currently performing a short-form merger of parent FOMO WORLDWIDE, INC. (CA) into and with FOMO WORLDWIDE, INC. (WY).

On February 28, 2022, the Company acquired SMARTSolution Technologies, LP and SMARTSolution Technologies, Inc. (together “SST”).

In June 2022, the Company applied with the State of California for a name change to FOMO WORLDWIDE, INC. The name change was subsequently approved.

On June 21, 2023, the Company established Diamond Technology Solutions LLC (“DTS”) in Pennsylvania. The Company intends DTS to offer education technology and services, including interactive flat panels, computer equipment, communications, security and access control products, and audio-visual solutions from U.S.-based vendors.

On June 27, 2023, the Company assigned 100% of the operating assets, customer lists and data, and software systems and support contracts from SST to DTS. The transfer closed on October 1, 2023 but was reversed subsequent to year-end

On August 3, 2023, the Company approved the transfer of 100% of the assets of EIC Wyoming to its wholly owned subsidiary Diamond Solution Technologies LLC (“DTS”). These assets include EIC Wyoming’s clean technology installation group’s employee contracts, vehicles, tools, and equipment and intellectual property and websites used to perform services for EIC contracts and orders as well as for other vendors and markets in the United States.

On November 22, 2023, we redomiciled FOMO WORLDWIDE, INC. to Wyoming through short-form merger into a wholly owned subsidiary by the same name.

FOMO WORLDWIDE, INC. and its subsidiaries are organized as follows:

Company Name	Incorporation Date			State of Incorporation
FOMO WORLDWIDE, INC. (“FOMO” or the “Company”)		1990			California
SMARTSolution Technologies, L.P. (“SST”)		1995	1		Pennsylvania
Energy Intelligence Center, LLC (“EIC”)		2021	2		Wyoming
Diamond Technology Solutions, LLC		2021	3		Wyoming

1	The Company was acquired on February 28, 2022
2	The Company was acquired and created through a series of transactions in 2020 and 2021. The Company was dissolved in 2023.
3	The Company was formed in June 2023.

F-6

SMARTSolution Technologies, L.P. and SMARTSolution Technologies, Inc.

On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies L.P. and shares of SMARTSolution Technologies, Inc. (collectively “SST”) pursuant to a Securities Purchase Agreement dated February 28, 2022 (the “SPA”), by and between the Company and Mitchell Schwartz (“Seller”), the beneficial owner of the general and limited partnership interests in SST. SST is a Pittsburgh, Pennsylvania–based audio/visual systems integration company that designs and builds presentation, teleconferencing and collaborative systems for businesses, educational institutions, and other nonprofit organizations.

Pursuant to the SPA, FOMO:

	●	issued to Seller 1,000 shares of its authorized but unissued Series B Preferred Shares;
	●	paid approximately $927,600 of SST’s indebtedness to the Seller and third parties;
	●	entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as SST’s Chief Executive Officer at an annual salary of $100,000; and
	●	as an incentive to retain SST’s other employees, issued to such employees, a total of 3,000,000 three-year common stock purchase warrants (the “Incentive Warrants”) (post-split), each entitling the holder to purchase one share of SST common stock at an exercise price of $0.10 per share.

As a result of the growth in remote learning driven in part by the COVID-19 pandemic and government funding including ESSER Funds (Elementary Secondary School Emergency Relief) and the CARES Act (Coronavirus Aid, Relief, and Economic Security), SST experienced a significant increase in orders and sales in 2022 due to a backlog in orders. In 2023 sales have dropped back to more historical levels.

The digital smartboards which form the key element of SST’s interactive audio-visual systems are primarily supplied by a leading manufacturer based in Canada, which is a subsidiary of a large multi-national company Hon Hai Precision Industry Co., Ltd., trading as Hon Hai Technology Group in China and Taiwan and Foxconn internationally. SST believes that its relationship with its supplier is stable, although there can be no assurance that if the relationship with the supplier was interrupted or otherwise adversely affected that an alternative source of supply at commercially reasonable cost would be available or that SST’s business would not be seriously harmed.

On June 12, 2023, because we owned both the limited partner and general partner interests, we filed with the Commonwealth of Pennsylvania to merge SMARTSolution Technologies LP with SMARTSolution Technologies, Inc. The combination was subsequently approved, thereby dissolving the limited partnership and combining its assets and liabilities with SMARTSolution Technologies, Inc., which is now the successor entity.

On June 27, 2023, the Company approved the transfer of 100% of the operating assets, customer lists and data, and software systems and support contracts from SST to DTS. This transfer occurred on Oct 1, 2023 but was reversed subsequent to year-end

See note 9.

F-7

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

Reverse Stock Split

On February 22, 2024, the Company effectuated a 1:100 reverse stock split. All common share and per share information has been retroactively updated to account for the reverse stock split; however, all series of preferred shares has their conversion ratios into common stock proportionately adjusted.

Consolidation

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include the allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of investments, valuation of goodwill and intangible assets, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation, estimated useful lives related to intangible assets and property and equipment, uncertain tax positions, and the valuation allowance on deferred tax assets.

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Cash

Cash consists of deposits in large national banks. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

F-8

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

	●	Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;
	●	Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and
	●	Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts receivable, inventory, accounts payable and accrued expenses, loans payable and notes payable are carried at historical cost. At December 31, 2023 and 2022 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.

Assets and liabilities measured at fair value are as follows as of December 31, 2023:

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	694,400	$	-	$	694,400	$	-
Total assets measured at fair value	$	694,400	$	-	$	694,400	$	-

Liabilities
Derivative liability	$	356,832	$	-	$	-	$	356,832
Total liabilities measured at fair value	$	356,832	$	-	$	-	$	356,832

F-9

Assets and liabilities measured at fair value are as follows as of December 31, 2022:

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	140,006	$	75,006		-	$	65,000
Total assets measured at fair value	$	140,006	$	75,006		-	$	65,000

Liabilities
Derivative liability	$	981,766		-		-	$	981,766
Total liabilities measured at fair value	$	981,766		-		-	$	981,766

Level 1 Investments consist of common stock, options, and warrants of publicly traded companies which are considered to be highly liquid and easily tradeable. The Company also holds Level 2 investments in the preferred stock of a publicly traded company, whose values are derived as if converted from the public company’s common stock. .The Company also holds Level 3 investments in the common stock of a private company.

Derivative liabilities are derived from certain convertible notes payable and warrants.

Cash and Cash Equivalents and Concentration of Credit Risk

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2023 and 2022, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At December 31, 2023 and 2022, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts Receivable

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance, as necessary.

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

Allowance for doubtful accounts at December 31, 2023 and 2022, were $15,587 and $0, respectively.

F-10

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.

The Company had the following concentrations at December 31, 2023 and 2022. All concentrations relate solely to the operations of SST.

	Year Ended			Year Ended
Customer	December 31, 2023			December 31, 2022
A		39	%		22	%
B		17	%		16	%
C		13	%		0	%
Total		69	%		38	%

Inventory

Inventory consists of finished products purchased from third-party suppliers. The Company’s inventory primarily consists of Smart Boards which are sold by SST.

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method for finished goods. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received.

At December 31, 2023 and 2022 inventory consisted of:

Classification	December 31, 2023		December 31, 2022
Smart Boards	$	69,880	$	382,355
Clean Air Technology		102		102
Total Inventory	$	69,982	$	382,457

The Company had the following vendor purchase concentrations at December 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST.

	Year Ended December 31,
Vendor	2023			2022
A		65	%		89	%
Total		65	%		89	%

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.

F-11

If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets. See Note 10.

Goodwill and Other Acquired Intangible Assets

The Company initially records goodwill and other intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested annually for impairment, historically during our fourth quarter. See Note 10.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets, which range from one to seven years.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.

Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of December 31, 2023 and 2022, which consist of convertible notes payable and certain warrants (excluding those for compensation) and has determined that such instruments qualify for treatment as derivative liabilities as they meet the criteria for liability classification under ASC 815.

Earnings Per Share (EPS)

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.

Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. In connection with the debt extinguishment, the Company typically records an increase to additional paid-in capital for any remaining liability balance.

Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

F-12

Original Issue Discount

For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.

Operating Lease

From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

See Note 10.

F-13

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

	●	Identification of the contract, or contracts, with a customer
	●	Identification of the performance obligations in the contract
	●	Determination of the transaction price
	●	Allocation of the transaction price to the performance obligations in the contract
	●	Recognition of the revenue when, or as, performance obligations are satisfied

Identify the contract with a customer.

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention 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, published credit and financial information pertaining to the customer.

Identify the performance obligations in the contract.

Performance obligations promised in a contract are identified based on the services 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 is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

Determine the transaction price.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2023 and 2022, contained a significant financing component.

F-14

Allocate the transaction price to performance obligations in the contract.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a 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 basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

Recognize revenue when or as the Company satisfies a performance obligation.

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

When determining revenues, no significant judgements or assumptions are required. For all transactions, the sales price is fixed and determinable (no variable consideration). All consideration from contracts is included in the transaction price. The Company’s contracts all contain single performance obligations.

For our contracts with customers, payment terms generally range from advance payments prior to product delivery and/or installation to certain cases where payment is due within 30 days from job completion. The timing of satisfying our performance obligations does not vary significantly from the typical timing of payment.

For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancelable. However, the Company acts as a reseller of warranties for its Smart Boards, which are serviced by the manufacturer, and in some cases requires SST to perform warranty related services.

Sales taxes and other similar taxes are excluded from revenue.

Smart Boards and Installation Services

Smart Boards are sold to customers and may require an upfront deposit. The Company also installs its Smart Boards in connection with the sale. All revenue is recognized at a point in time upon completion of any installation, which typically occurs within thirty (30) days of delivering the product.

Installation Services

Certain customers contract with the Company to perform installation only services where they have acquired products from a different company/seller. All revenue is recognized at a point in time upon completion of any installation.

Clean Air Technology

All sales are recognized upon delivery of products to the customer.

F-15

Contract Liabilities (Deferred Revenue)

Contract liabilities represent deposits made by customers before the satisfaction of a performance obligation and recognition of revenue. Upon completion of the performance obligation that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized.

At December 31, 2023 and 2022, the Company had deferred revenue of $59,896 and $578,354, respectively.

The following represents the Company’s disaggregation of revenues for the years ended December 31, 2023 and 2022:

		Years Ended December 31,
		2023				2022
Revenue		Revenue	% of Revenues			Revenue	% of Revenues
Smart boards and installation	$	7,014,591	93	%	$	2,114,298	85	%
Installation and repair services		471,942	6	%		384,268	15	%
Clean air technology products		29,008	1	%		-	1	%
Total Revenues	$	7,515,541	100	%	$	2,498,566	100	%

The Company had the following sales concentrations at December 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST.

	Years Ended December 31,
Customer	2023			2022
A		10	%		30	%
B		-	%		17	%
C		-	%		13	%
Total		10	%		60	%

Cost of Sales

Cost of sales primarily consists of product sales, purchased supplies, materials and overhead.

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

F-16

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended December 31, 2023 and 2022.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.

The Company recognized $10,148 and $34,937 in marketing and advertising costs during the years ended December 31, 2023 and 2022.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which the Company exchanges it equity instruments for goods or services. It also addresses transactions in which the Company incurs liabilities in exchange for goods or services that are based on the fair value of the Company’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

●	Exercise price,
●	Expected dividends,
●	Expected volatility,
●	Risk-free interest rate; and
●	Expected life of option

Stock Warrants

In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.

Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.

F-17

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

The following potentially dilutive equity securities outstanding as of December 31, 2023 were as follows:

	December 31, 2023
Series A, preferred stock (1)		12,464,750
Series B, preferred stock (2)		62,428,000
Series C, preferred stock (3)		10,000
Convertible notes and related accrued interest (4)		46,428,167
Warrants (5)		19,767,995
Total		141,098,912

1 –	Each share converts into 50 shares of common stock.

2 –	Each share converts into 1,000 shares of common stock.

3 –	Each share converts into 1 share of common stock.

4 -	Certain notes have exercise prices that have a discount to market and cause variability into the potential amount of common stock equivalents outstanding at each reporting period. As a result, the amount computed for common stock equivalents could change given the quoted closing trading price at each reporting period.

5 -	Represents those that are vested and exercisable.

Based on the potential common stock equivalents noted above at December 31, 2023, and the potential variability in stock prices, which directly affect the Company’s ability to determine if it has sufficient shares to settle all possible debt or equity conversions, the Company has determined that it does have sufficient authorized shares of common stock (unlimited) to settle any and all potential exercises of common stock equivalents.

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recently Issued Accounting Pronouncements

Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASUs on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

F-18

Note 3 – LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS

As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2023, the Company had:

●	Net loss of $1,583,738; and
●	Net cash used in operations was $176,588

Additionally, at December 31, 2023, the Company had:

●	Accumulated deficit of $25,799,891
●	Stockholders’ deficit of $3,120,474; and
●	Working capital deficit of $3,701,663

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $4,430, as well as a bank overdraft of $204, at December 31, 2023. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as product and service sales ramp up along with continuing expenses related to compensation, professional fees, development and regulatory are incurred.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

●	Pursuing additional capital raising opportunities (debt or equity),
●	Continue to execute on our strategic planning while increasing operational efficiency,
●	Continuing to explore and execute prospective partnering or distribution opportunities; and
●	Identifying unique market opportunities that represent potential positive short-term cash flow.

F-19

Note 4 – LOAN RECEIVABLE, RELATED PARTY

During 2021, the Company has advanced funds to an affiliate of the Company’s Chief Executive Officer, Himalaya Technologies, Inc. (OTC: HMLA) to pay for corporate operating expenses. The Company expects to receive repayment in 2024.

Effective September 1, 2022, the Company increased our available loan to Himalaya of $50,000 to $100,000.00 to fund its operations. On or around that date we waived all defaults on the loan and extended the maturity of the loan to December 31, 2023. Subsequent to year-end, the entire loan balance was repaid through cash payments and equity issuances by Himalaya to the Company.

The following is a summary of the Company’s advances – related party is as follows:

		Loan Receivable
Terms		Related Party

Issuance dates of advances		2021
Maturity date		Due on Demand
Interest rate		20	%
Collateral		Unsecured

Balance - December 31, 2021	$	53,732
Advances		25,149
Repayments		(33,620
Balance - December 31, 2022		45,261

Advances		40,694
Repayments		(20,131	)
Exercise of warrant for Preferred A Shares		(10,000	)
Acquisition of KANAB CORP.		(17,017	)
Balance – December 31, 2023	$	38,807

Note 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

	December 31,		December 31,		Estimated Useful
	2023		2022		Lives (Years)

Leasehold Improvements	$	-	$	178,278	40
Vehicles		53,777		53,777	5 – 10
Furniture		-		19,595	10
Equipment		9,408		9,408	5
Computer		-		-	5
		63,185		261,058
Accumulated depreciation		59,953		180,214
Total property and equipment - net	$	3,232	$	80,844

Depreciation expense for the years ended December 31, 2023 and 2022, was $ 6,243 and $6,117, respectively.

F-20

These amounts are included as a component of general and administrative expenses in the accompanying consolidated statements of operations.

In connection with the acquisition of SST on February 28, 2022, the Company acquired property and equipment with a net carrying amount of $82,553.

See Note 9.

Note 6 – INVESTMENTS

The Company’s marketable securities consist of investments in equity securities. Dividends and interest income are accrued as earned. Realized gains and losses are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances and situations change such that there is an indication that the carrying amounts may not be recovered. The changes in the fair value of these securities are recognized in current period earnings in accordance with ASC 825.

During the year ended December 31, 2019, the Company issued 400,000 shares of preferred class B stock in exchange for 210,000,000 shares of Peer-to-Peer Inc (PTOP). The shares were valued at the market price of $0.0023 per share, or $483,000, at the acquisition date. The shares are valued at the market prices at December 31, 2022 and 2021 of $0.00030 and $0.00070 and per share, respectively, for a total investment of $63,000 and $147,000, respectively.

During the year ended December 31, 2019, the Company received 1,000,000 shares of KANAB CORP. for consulting services provided by the Company’s CEO, Vikram Grover. The shares were valued at $0.0122 per share or $12,220 at the acquisition date. On July 31, 2021, the Company transferred the shares to Himalaya Technologies Inc (HMLA) for 150,000 shares of the preferred B stock in HMLA. The Company valued the investment of HMLA and the carrying value of KANAB CORP at the time the shares were exchanged. The fair value at December 31, 2021 for HMLA is $12,000. HMLA is a related party as it has common officers and control. On June 28, 2021, FOMO Advisors LLC was also granted 50,000,000 warrants with a five-year expiration and $.0001 exercise price of Himalaya Technologies Inc (HMLA). The warrants were valued at zero due to their illiquid nature.

On October 4, 2021, the Company invested $25,000 for a $25,000 convertible note and 25,000 common shares in GenBio, Inc. The Company valued the shares at $1/share, the Company’s cash investment. On January 24, 2022, March 3, 2022, April 6, 2022 and April 7, 2022, the Company invested an additional $15,000 for 15,000 shares, $10,000 for 10,000 shares, $7,500 for 7,500 shares and $7,500 for 7,500 shares of GenBio, Inc., respectively. GenBio, Inc is a private Biotechnology Company that researches natural products that act on new molecular pathways, primarily to suppress inflammation at critical points in these biochemical pathways. The Company’s preliminary research has shown that these patent pending active compounds may decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver, and insulin resistance.

In 2021, the Company’s Chief Executive Officer assigned his investment brokerage account with Interactive Brokers to the Company. The investments in the account are marketable equity securities.

The following is a summary of the Company’s investments at December 31, 2023 and 2022:

F-21

	December 31, 2023
	Securities Held	Acquisition Date	Shares Held		Price per Share		Value of Securities

Securities	Stock, options, and warrants	Various	Various		Various	$	-	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock	2021	250,000	$	1.60		400,000	2,3
	Series A, preferred stock	2023	3,680,000		0.08		294,400	3,4,5
GenBio Inc.	Private company	2021 and 2022	50,000	$	1.00		-	6
						$	694,400

1 -	all investments were held at our third-party independent broker. Account closed in 2023.
2 -	during 2021, the Company exchanged 1,000,000 shares of KANAB CORP. for 150,000 shares of Series B, preferred stock in HMLA. During 2021, a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. The Company’s CEO is also the CEO of HMLA. The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model.
3 -	In April 2023, the company exercised HMLA warrants for 2,000,000 shares of Series A stock in HMLA
4 -	In June 2023, the company sold its shares in PTOP to HMLA in exchange for 1,680,000 series A preferred stock in HMLA
5 -	In May 2023, the company sold Kanab Club back to HMLA in exchange for 100,000 series B preferred shares in HMLA
6 -	based on cost method. At December 31, 2023, the Company wrote off its’ investment in GenBio.

December 31, 2022
Securities Held		Acquisition Date	Shares Held		Price per Share		Value of Securities

Securities	Stock, options, and warrants	Various	Various		Various	$	6	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock and warrants	2021	150,000	$	0.08		12,000	2
Peer to Peer Network (PTOP)	Common stock	2019	210,000,000	$	0.0007		63,000	3
GenBio, Inc.	Private company	2021	25,000	$	1.00		65,000	4
						$	140,006

1 -	all investments are held at our third-party independent broker.
2 -	during 2021, the Company exchanged 1,000,000 shares of Kanab Corp for 150,000 shares of Series B, preferred stock in HMLA. During 2021, a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. Our CEO is also the CEO of HMLA.
	The Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time of exchange. They are convertible into HMLA common shares on a 1-1000 basis. At December 31, 2022, the value of common shares of HMLA if converted would be $450,000.
3 -	based upon the quoted closing trading price.
4 -	based on cost method.

During 2022, the Company purchased 40,000 shares of GenBio, Inc. for $40,000 ($1/share)

F-22

Note 7 – DEBT

The following represents a summary of the Company’s convertible notes payable, convertible note payable – related party, accounts receivable credit facility, and loans payable – related parties, key terms, and outstanding balances at December 31, 2023 and 2022, respectively:

Convertible Notes Payable

The Company executed several convertible notes with various lenders as follows

	Convertible Notes Payable
	GS Capital		PowerUp Lending		Sixth Street Lending

Issuance Dates of Convertible Notes	June 2021 - April 2022		September 2021		October 2021 - January 2022
Maturity Dates of Convertible Notes	April 2022 - April 2023		September 2022		October 2022 - January 2023
Interest Rate	10	%	12	%	12	%
Default Interest Rate	24	%	22	%	22	%
Collateral	Unsecured		Unsecured		Unsecured
Conversion Rate	$0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period		61% of the average of the two (2) lowest prices in the prior 20-day period		61% of the average of the two (2) lowest prices in the prior 20-day period

	GS Capital			PowerUp Lending			Sixth Street Lending			Total

Balance - December 31, 2021	$	380,000		$	43,750		$	78,750		$	502,500

Proceeds from issuance of notes		335,000			-			43,750			378,750
Conversion of accrued interest to note		16,206									16,206
Repayment of notes		-			-			(122,500	)		(122,500	)
Conversion of debt to common stock		(55,000	)		(43,750	)		-			(98,750	)
		676,206			-			-			676,206
Less: unamortized debt discount											(31,200	)
Balance - December 31, 2022											645,006

Proceeds from issuance of notes		-			-			-			-
Conversion of debt to preferred stock		(335,000	)		-			-			(335,000	)
Conversion of debt to common stock		(126,456	)		-			-			(126,456	)
Repayment of notes		-			-			-			-
		214,750			-			-			214,750
Less: unamortized debt discount		-			-			-			-
Balance - December 31, 2023	$	214,750		$	-		$	-		$	214,750

F-23

On June 25, 2021, a third-party lender funded the Company $65,000 in a 10% convertible debenture due June 25, 2022. The transaction netted the Company $60,000 after a $2,000 original issue discount and $3,000 in legal fees. During the year ended December 31, 2021 $10,000 of this loan was converted into common shares. During the year ended December 31, 2022, the remaining $55,000 loan was converted into common shares.

On September 22, 2021, a third-party lender funded the Company $43,750 in a 12% convertible debenture due September 20, 2022. The transaction netted the Company $40,000 after $3,750 legal and due diligence fees. During the year ended December 31, 2022, the loan was converted into common shares.

On October 26, 2021, a third-party lender funded the Company $78,750 in a 12% convertible debenture due October 26, 2022. The transaction netted the Company $75,000 after $3,750 legal and due diligence fees. During the year ended December 31, 2022, the loan was repaid.

On October 10, 2021, a third-party lender funded the Company $325,000 in a 10% convertible debenture due October 10, 2022. The transaction netted the Company $300,000 after a $12,500 original issue discount and $12,500 in legal fees. See below for modification.

On January 12, 2022, a third-party lender funded the Company $43,750 in a 12% convertible debenture due January 12, 2023. The transaction netted the Company $40,000 after $3,750 legal and due diligence fees. During the year ended December 31, 2022, the loan was converted into common shares. .

On January 14, 2022, a third-party lender funded the Company $220,000 in a 12% convertible debenture due January 14, 2023. The transaction netted the Company $200,000 after $10,000 legal and due diligence fees and a $10,000 original issue discount. At December 31, 2022, the loan was outstanding.

On April 5, 2022, a third-party lender funded the Company $115,000 in a 12% convertible debenture due April 25, 2023. At December 31, 2022, the loan was outstanding. The transaction netted the Company $100,000 after $5,000 legal and due diligence fees and a $10,000 original issue discount. At December 31, 2022, the loan was outstanding.

Convertible Note Payable – Modification

On April 19, 2022, the Company modified the terms of a loan it had with GS Capital for $325,000. The note retained all terms of the initial debt agreement, however, the maturity date was extended from April 19, 2022 to October 19, 2022. The note, along with accrued interest of $16,206, resulted in the issuance of a new convertible note for $341,206.

The modification of the maturity date did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges. The Company determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial.

On May 30, 2023, the Company exchanged two convertible notes held by third-party lender GS Capital Partners, LLC in the amounts of $220,000 dated January 14, 2022, with a current balance of $260,842 and a $115,000 dated April 5, 2022, with a current balance of $130,312, totaling $391,154 for 15,646,159 shares of Series A Preferred stock at a price per share equal to $0.025 per share. On an as converted basis, the Series A Preferred shares can convert into 782,307,950 common shares. As consideration for the exchange, we reduced the strike price on a total of 557,424,483 common stock purchase warrants held by the lender to $0.0005 and extended their expiration dates to May 26, 2026. This resulted in a gain on debt extinguishment of $156,462.

F-24

During the year ended December, 2023, third-party lender GS Capital converted $354,228 of principal, interest and penalties into 1,382,539,332 shares of common stock. This resulted in a loss on debt extinguishment of $409,805.

During the year ended December 31, 2022, third-party lenders converted $104,368 of principal, interest and penalties into 301,448,152 shares of common stock. This resulted in a loss on debt extinguishment of $255,850.

Repayment of Convertible Debt in Default

On July 25, 2022, we retired $122,500 in third-party junior convertible debt owed to 1800 Diagonal Lending LLC in default for $169,000 cash. Subsequent to the payment, we have no loans drawn from 1800 Diagonal Lending LLC or its affiliates.

Convertible Note Payable – Related Party

In March 2022, the Chief Executive Officer of SST advanced funds to the Company as follows:

	Convertible Debt
	Related Party

Issuance Date of Convertible Note		March 31, 2022
Maturity Date of Convertible Note		September 30, 2022
Interest Rate		11.50	%
Default Interest Rate		0.00	%
Collateral		1
Conversion Rate		2

Balance - December 31, 2021	$	-
Principal due from issuance of note		195,000
Repayments		(195,000	)
Balance – December 31, 2022	$	-

1	200,000 shares of Series B, Preferred Stock
2	Converts into Series B, preferred stock at $1/share ($0.001/share in common stock – 1:1,000 ratio)

During the year ended December 31, 2022, $50,000 of this loan was repaid. On or around December 19, 2022, the remaining $145,000 was exchanged as part of the SST Founder Employment Status and Compensation Change Agreement.

Loans Payable – Related Parties

In 2022, the Company, in connection with the acquisition of SST, assumed a loan due to SST’s Chief Executive Officer for $321,705.

In 2021 and prior, the Company’s current Chief Executive Officer and former Chief Executive Officer made advances for business operating expenses.

F-25

Loans payable - related parties is as follows:

		1			2			3
		Loan Payable			Loan Payable			Loan Payable
		Related Party			Related Party			Related Party			Total

Issuance Date of Loan		Various			Various			Various
Maturity Date of Convertible Note		Due on Demand			Due on Demand			Due on Demand
Interest Rate		0.00	%		0.00	%		0.00	%
Default Interest Rate		0.00	%		0.00	%		0.00	%
Collateral		Unsecured			Unsecured			Unsecured
Conversion Rate		None			None			None

Balance - December 31, 2021		-			5,168			17,546			22,714

Debt acquired in SST acquisition		321,705			-			-			321,705
Advance		326,911			-			14,741			341,652
Repayments		(364,136	)		-			(12,407	)		(376,543	)
Balance – December 31, 2022	$	284,480		$	5,168		$	19,880		$	309,528
	,
Advance		58,588			-			3,440			62,028
Repayments		(226,625	)		-			(12,900	)		(239,525	)
Conversions		-			-			(10,000	)		(10,000	)
Balance – December 31, 2023	$	116,443		$	5,168		$	420		$	122,031

1-	reflects activity related to the Company’s current Chief Executive Officer of SST.

2-	reflects activity related to the Company’s former Chief Executive Officer of EIC.

3-	reflects activity related to the Company’s current Chief Executive Officer of FOMO.

F-26

Loan Payable – Other

The Company has various merchant cash advances (“MCAs”). The following summarizes the borrowings:

	Loan 1	Loan 2	Loan 3	Loan 4	Loan 5	Loan 6
Issuance Date	April 1, 2022	January 17, 2023	March 22, 2023	May 23, 2023	May 5, 2023	August 1, 2023
Maturity Date	April 1, 2023	January 1, 2024	March 22, 2024	May 23, 2024	May 5, 2024	May 5, 2024
Interest Rate	16%	18%	33%	33%	29%	36%
Default Interest Rate	0%	0%	0%	0%	0%	0%
Collateral	Unsecured	Unsecured	Unsecured	Assets of SST	FOMO, Himalya and CEO	Unsecured
Conversion	None	None	None	None	None	None

Balance, December 31, 2022	$ 243,692	$ -	$ -	$ -	$ -	$ -	$ 243,692
Borrowings	48,038	140,000	228,800	149,990	179,191	435,594	1,181,613
Repayments	(121,787)	(63,864)	(54,480)	(20,991)	(36,452)	(407,335)	(704,909)
Balance, December 31, 2023	$ 169,943	$ 76,136	$ 174,320	$ 128,999	$ 142,739	$ 28,259	$ 720,396

The Company has various merchant cash advances (“MCAs”). The following summarizes the borrowings:

Accounts Receivable Credit Facility

The Company, in connection with the acquisition of SST, entered into an accounts receivable credit facility.

On February 28, 2022, SST entered into a revolving accounts receivable and term loan financing and security agreement in the aggregate amount of $1,000,000 (subject to adjustment by the lender). The financing provides for advances up to $1,000,000, based upon 85% of eligible accounts receivable (as defined in the agreement) and subject to adjustment at the discretion of the lender. The amount was increased on June 21, 2022 to a total availability of $1,500,000.

The Facility is paid from collections of accounts receivable and is secured by all assets of SST. The AR Facility has an interest rate of the lesser of (a) maximum rate allowed by law and (b) prime plus 5.25%. The minimum rate of interest is 11.50%.

The lender charges the following fees:

	1.	2% commitment fee for the establishment of the Facility (1% due at funding and 1% due on February 28, 2023); and
	2.	Monitoring fee of 0.40% of the outstanding credit Facility at the end of each month

The Company is subject to financial covenants (unless waived by lender) as follows:

	1.	Debt service coverage ratio of 1.25 to 1,
	2.	Fixed charge coverage ratio of 1.25 to1; and
	3.	Tangible net worth of $350,000

At December 31, 2023 and 2022, the Company was in default on the financial covenants noted above, however, the lender has since year-end exercised its rights of default. The Company and the lender continue to operate under the terms of the agreement subject to Court supervision and receivership implemented April 1, 2024.

The Company and its subsidiaries are guarantors of this Agreement.

F-27

Accounts receivable credit facility is as follows:

	Accounts Receivable
	Credit Facility

Issuance Date of credit facility		February 28, 2022
Maturity Date of credit facility		February 28, 2024
Interest Rate		11.50	%
Default Interest Rate		0.00	%
Collateral		All assets
Conversion Rate		None

Balance - December 31, 2021	$	-
Proceed from drawdowns		7,269,906
Repayments		(5,993,439	)
Balance – December 31, 2022		1,276,467
Proceed from drawdowns		2,235,533
Repayments		(2,465,162	)
Balance – December 31, 2023	$	1,046,838

Note 8 – DERIVATIVE LIABILITIES

Certain of the above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable amount of future common stock to settle the host contract. Accordingly, the embedded conversion option is required to be bifurcated from the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting period.

Additionally, the Company has accounted for outstanding warrants (those issued with the above debt) as derivative liabilities as there is an insufficient amount of authorized common stock to settle all potential conversions.

The Company used the binomial pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs:

	Year Ended			Year Ended
	December 31, 2023			December 31, 2022

Exercise price	$	0.01		$	0.01 - $1.0
Expected volatility		377	%		196% - 377	%
Risk-free interest rate		4.64% - 5.65	%		0.73% - 2.99	%
Expected term (in years)		1 - 3.00			3.00 - 5.00
Expected dividend rate		0	%		0	%

A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at December 31, 2023 and 2022:

F-28

	Convertible Debt			Warrants			Total
Derivative liabilities - December 31, 2021	$	330,294		$	775,243		$	1,105,537
Fair value - commitment date		300,137			61,600			361,737
Fair value - mark to market adjustment		404,695			(238,813	)		165,882
Gain on debt extinguishment (derivative liabilities - convertible debt)		(226,391	)		-			(226,391	)
Reclassification to APIC for financial instruments that ceased to be derivative liabilities		-			(425,000	)		(425,000	)
Derivative liabilities - December 31, 2022		808,736			173,030			981,766
Fair value - commitment date		-			-			-
Fair value - mark to market adjustment		203,643			(126,396	)		77,247
Gain on debt extinguishment (derivative liabilities - convertible debt)		(660,849	)		-			(660,849	)
Derivative liabilities - December 31, 2023	$	351,530		$	46,634		$	398,164

Changes in fair value of derivative liabilities (mark to market adjustment) are included in other income (expense) in the accompanying Consolidated Statements of Operations.

Note 9 – ACQUISITIONS

Acquisition for the Year Ended December 31, 2022

On February 28, 2022, the Company issued 10,000 shares (post-split) of Class B, convertible preferred stock (convertible into 10,000,000 post-split shares of common stock) having a fair value of $700,000 ($0.0007/share), based upon the quoted closing trading price on the acquisition date, in exchange for 100% of the issued and outstanding member ownership interests held by SST, in a transaction treated as a business combination. With the acquisition, the Company entered the audio-visual systems integration business that designs and builds presentation, teleconferencing and collaborative systems for businesses, education and nonprofits.

F-29

The valuation of the consideration was determined on an as converted basis by multiplying the Series B preferred shares by the conversion rate of 1,000 shares of common stock for each one (1) share of Series B preferred stock held, then multiplying by the quoted closing trading price of the common stock.

We made an initial allocation of the purchase price at the date of acquisition based on our understanding of the fair value of assets acquired and liabilities assumed. The allocation of the purchase price consideration is considered preliminary as of March 31, 2022, with the excess purchase price allocated to goodwill and is subject to change. We completed the valuation and allocation of purchase price in April 2023. The final valuation and allocation is reflected in the table below.

The acquisition of SST was reflected in the accompanying consolidated financial statements at March 31, 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the acquisition date.

The table below summarizes finalized fair value of the assets acquired and the liabilities assumed at the effective acquisition date.

Consideration
Value of earn out agreement	$	75,328

Fair value of consideration transferred		75,328

Recognized amounts of identifiable assets acquired and liabilities assumed:

Cash		223,457
Accounts receivable		669,580
Inventory		208,431
Property and equipment		82,553
Operating lease - right-of-use asset		345,229
Supplier relationships		149,000
Trade name		420,000
Total assets acquired		2,098,250

Accounts payable and accrued expenses		268,553
Contract liabilities (deferred revenue)		671,217
Loan payable - related party		421,799
Note payable - government – SBA		150,000
Notes payable		516,234
Operating lease liability		345,229
Total liabilities assumed		2,373,032

Total net liabilities assumed		(274,782	)

Goodwill in purchase of Smart Solution Technologies L.P.	$	350,110

In connection with the purchase of SST, $50,000 was paid as a broker fee. This amount has been included in the consolidated statements of operations as a component of general and administrative expenses. There were no other additional transaction costs incurred.

F-30

The Company initially granted 1,000,000 shares of Series B preferred stock, valued at $700,000 based upon the quoted closing trading price on date of issuance on as-converted basis to common stock. The agreement was amended in December 2022, and all of the shares returned to the Company.

The goodwill of $350,110 is primarily related to factors such as synergies and market share.

Goodwill is not deductible for tax purposes.

On or around December 19, 2022, FOMO WORLDWIDE, INC. entered into a Employment Status and Compensation Change Agreement which consisted of the following elements:

Element 1: Total Dollar Value: $45,480

	1.	In March of 2022, Mitchell Schwartz issued a cash loan to FOMO WORLDWIDE in the amount of $185,000 with a Success Fee of $10,000 for a total repayment of $195,000; non-amortized.
	2.	Mr. Schwartz received a single payment of $50,000 from SST for partial repayment of this loan.
	3.	In exchange for the remainder of Insider Loan, ($145,000) Mr. Schwartz agreed to take assignment of a $100,000 Real Estate Loan, made by SST to an affiliate. This note included the repayment to Mr. Schwartz of the $10,000 Success Fee and monthly interest of $1,250 which matured Feb. 28, 2022. Total value of this note now issued to Mr. Schwartz and no longer associated with FOMO was $118,750
	4.	The remaining balance of the Insider Loan, equal to *$26,250* ($145,000 - $118,750)
	5.	This agreement retained Mr. Schwartz residual salary through Feb. 2023, equal to *$19,230*

Element 2: Total Dollar Value: $139,000

At point of purchase of SMARTSolution Technologies, L.P./Inc., FOMO WORLDWIDE agreed to a 1.5% override of gross revenues for the prior year, ending December 2021. This, plus the extension of the closing date causing an add-on of the agreement, was equivalent to $139,000 and was included in the purchase agreement, of which $75,328 was the estimated value of the earn-out.

Element 3: Total Dollar Value: $100,000

	1.	At point of purchase of SMARTSolution Technologies, L.P./Inc., FOMO WORLDWIDE issued One-Million Series B Shares to Mr. Schwartz. This was included in the purchase agreement.
	2.	At the point of the Employment Status and Compensation Change Agreement, Mr. Schwartz agreed to return to FOMO these shares as a goodwill gesture and for exclusion of liability for any accounting discrepancy that may have occurred prior to his new employee agreement.
	3.	FOMO WORLDWIDE, along with accepting the return of the aforementioned shares, included as part of the new purchase and employee agreement, agreed to a single payment of $100,000 for the total value of the shares returned by Mr. Schwartz.

Summary:

All items associated with this agreement were equal in value to $284,480 and are to be paid to Mr. Schwartz as monthly payroll outlay over 36 months, beginning in March of 2023.

F-31

Note 10 – IMPAIRMENT OF GOODILL AND INTANGIBLE ASSETS

In the 4^th Quarter of 2023, the Company assessed its’ Goodwill and Intangible assets for impairment. The intangible assets are the Tradename and Supplier relationship related to it’s acquisition of SST, with the Goodwill derived from the SST acquisition. The Company determined the Goodwill and Intangible assets are fully impaired at December 31, 2023. The factors include the following:

●

During 2023, our primary vendor SMART Technologies notified us that they reduced our credit line for equipment orders to $350,000 from $1 million as part of their channel management program and migration towards a distribution model for the market.

●

Subsequently, the Company created a new wholly owned subsidiary “Diamond Technology Solutions LLC” (“DTS”). The Company transferred all of the assets of SST to DTS. All customer orders requiring equipment not supplied by SST’s primary vendor, SMART Technologies, will be fulfilled by DTS going forward. DTS has signed dealer agreements with Clear Touch, Galaxy Next Generation, ActiveFloor, and other providers.

●

During 2023, revenues declined 67% from $7,515,541 to $2,498,566.

As a result of the above, the following impairment loss was recorded:

Goodwill		$ 350,110
Trade Name		353,936
Supplier Relationship		95,290
		$ 799,336

Note 11 – COMMITMENTS AND CONTINGENCIES

Right-of-Use Operating Lease

On February 28, 2022, in connection with the acquisition of SST, the Company assumed a Right-of-Use (“ROU”) operating lease for its office space. The lease is for an initial term of five (5) years at $7,000 per month. There are no stated renewal terms. There were no other ROU leases in effect prior to the acquisition of SST. The lease went into default in 2023 but the landlord has been amicable to our payments of reduced rent and is not enforcing his rights of termination.

At December 31, 2023, the Company has no financing leases as defined in ASC 842, “Leases.”

During the year ended December 31, 2023, we terminated the lease in writing and gave notice to vacate. As such, the right of use asset and lease liability were derecognized.

Litigation

On July 10, 2023, FOMO, its subsidiary SMARTSolution Technologies, Inc. and its predecessor SMARTSolution Technologies LP (together “SST”), our CEO Vikram Grover, and our former SVP Finance Mary Kirk were served with a business lawsuit by a former salaried employee seeking $600,000+ (later modified to $480,000) in commissions plus liquidated damages of 25%, legal fees, penalties and interest. We spent over one year enhancing the Company’s financial systems and data in order to track job costs which are paramount to calculating commissions as per this individual’s contract. Upon completion of the SST audit and our own consolidated audit filed earlier this year, we calculated a commission amount due to this former employee that is significantly less than the alleged unspecified number, which we believe has no basis under the terms of the former employee’s contract with SST. We are retaining counsel and intend to defend the matter vigorously.

On January 4, 2024, Thermo Communications Funding, LLC (“Thermo”) defaulted us and our subsidiary SMARTSolution Technologies, Inc. (“SST”), terminated its senior secured asset backed lending agreement executed with us on February 28, 2022, and demanded repayment of $1,044,164.93 plus future interest. In its termination letter, Thermo claimed conversion of accounts receivable by SST that instead should have been remitted to its lockbox bank account directly by customers or forwarded by us to their offices. Since our last draw from the Thermo credit line on March 10, 2023, we have worked to protect our shareholders and creditors by obtaining lifeline funding and collecting past due accounts receivables to fund operations. Thermo has indicated to us that they intend to foreclose on the SST business and plan to negotiate a supply agreement with our primary vendor to continue providing equipment to SST’s customers. On April 1, 2024, Thermo obtained a court order appointing a receiver of the Company, all subsidiary companies, as well as our Chief Executive Officer Vikram Grover. The receivership is being negotiated and under Court review at this time to allow our public company and DTS subsidiary to exit, though there can be no assurances.

F-32

Note 12– STOCKHOLDERS’ DEFICIT

At December 31, 2023 and 2022, the Company had various classes of stock:

Class A, Convertible Preferred Stock

	-	78,000,000 shares authorized
	-	24,929,492 and 5,750,000 shares designated, issued and outstanding at December 31, 2023 and 2022, respectively
	-	Stated value – none
	-	,,Voting – on an as-converted basis – 50 votes for each share held (1,246,474,600 and 287,500,000 votes, at December 31, 2023 and 2022, respectively),,
	-	Dividends – $0.0035 per share per annum accrued whether or not declared by the Board of Directors
	-	Liquidation preference – none
	-	Rights of redemption – none

Class B, Convertible Preferred Stock

	-	20,000,000 shares authorized
	-	6,242,816 and 5,289,982 shares designated, issued and outstanding at December 31, 2023 and 2022, respectively
	-	Stated value – none
	-	Par value - $0.0001
	-	Conversion – each share of Class B converts into 1,000 shares of common stock (6,242,816,000 and 5,289,982,000 equivalent shares of common stock, at December 31, 2023 and 2022, respectively)
	-	Voting – on an as-converted basis – 1,000 votes for each share held (6,242,816,000 and 5,289,982,000 votes, at December 31, 2023 and 2022, respectively)
	-	Dividends – 1% per annum accrued whether or not declared by the Board of Directors
	-	Liquidation preference – none
	-	Rights of redemption – none

F-33

Class C, Convertible Preferred Stock

	-	2,000,000 shares authorized
	-	1,000,000 and 1,000,000 shares designated, issued and outstanding at December 31, 2023 and 2022, respectively
	-	Stated value – none
	-	Par value - $0.0001
	-	Conversion – each share of Class C converts into 1 share of common stock (1,000,000 and 1,000,000 equivalent shares of common stock, at December 31, 2023 and 2022, respectively)
	-	Voting – on an as-converted basis – 100,000 votes for each share held (100,000,000,000 and 100,000,000,000 votes, at December 31, 2023 and 2022, respectively)
	-	Dividends – 1% per annum accrued whether or not declared by the Board of Directors
	-	Liquidation preference – none
	-	Rights of redemption – none

Common Stock

	-	Unlimited shares authorized
	-	No par value
	-	Voting at 1 vote per share

Equity Transactions for the Year Ended December 31, 2023

Stock Issued for Services

During the year ended December 31, 2023, the Company issued 385,000 Series B Preferred shares for services, valued at $128,500.

During the year ended December 31, 2023, the Company issued 2,000,000 (post-split) warrants to its CEO, Vikram Grover, for services, valued at $32,309.

Stock Issued from Conversion of Accrued Compensation

During the year ended December 31, 2023, the Company issued 3,470,833 (post-split) common shares for $51,500 of accrued compensation owed to its CEO Vikram Grover and 500,000 (post-split) common shares, valued at $50,000, for $10,000 of monies loaned to the Company by its CEO Vikram Grover.

During the year ended December 31, 2023, the Company issued 3,533,333 Series A Preferred shares for $11,000 of accrued compensation owed to its CEO Vikram Grover, valued at $68,167.

During the year ended December 31, 2023, the Company issued 567,834 Series B Preferred shares for $39,450 of accrued compensation owed to its CEO Vikram Grover, valued at $178,300.

Stock Issued from Conversion of Convertible Debt and Loss on Debt Extinguishment

During the year ended December 31, 2023, the Company issued 13,825,393 (post-split) shares of common stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $141,086, having a fair value of $354,228, based upon the quoted closing trading price on the date of conversion/extinguishment.

During the year ended December 31, 2023, the Company issued 15,646,159 shares of Series A Preferred stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $335,000, having a fair value of $234,692, based upon the quoted closing trading price on the date of conversion/extinguishment.

F-34

Equity Transactions for the Year Ended December 31, 2022

Stock Issued for Cashless Exercise of Warrants

The Company issued 6,458,333 (post-split) shares of common stock in exchange for the cashless exercise of 750,000,000 warrants. The net effect on stockholders’ equity was $0.

Stock Issued for Services – Class B, Preferred Stock

The Company issued 650,000 shares of Class B, preferred stock for services rendered, having a fair value of $535,000 ($0. 8 - $0. 9/share), based upon the quoted closing trading price of the Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock.

Acquisition of SST

On February 28, 2022, the Company issued 1,000,000 shares of Series B preferred stock (1,000,000,000 as converted common stock) having a fair value of $700,000 ($0. 7/share), based upon the quoted closing trading price on the acquisition date, in exchange for 100% of the issued and outstanding member ownership interests held by SST, in a transaction treated as a business combination.

On or around December 19, 2022, FOMO Worldwide entered into a Employment Status and Compensation Change Agreement. As part of this agreement, the 10,000 (post-split) shares of Series B preferred stock were returned to the Company.

Stock Issued from Conversion of Convertible Debt and Loss on Debt Extinguishment

The Company issued 3,014,482 (post-split) shares of common stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $104,368, having a fair value of $310,059 ($0.0007 - $0.0015/share), based upon the quoted closing trading price on the date of conversion/extinguishment. As a result of the debt conversion, the Company recognized a loss on debt extinguishment of $205,691.

Conversion of Class B Preferred Stock to Common Stock

The Company issued 3,600,000 (post-split) shares of common stock in connection with the conversion of 360,000 shares of Class B preferred stock. The transaction had a net effect of $0 on stockholders’ deficit.[VG1] [JG2]

Return and Cancellation of Class B Preferred Stock to Common Stock

The Company received and cancelled 250,000 shares of Class B preferred stock. The transaction had a net effect of $0 on stockholders’ deficit.

Note 13 – WARRANTS

Warrant activity (split-adjusted) for the years ended December 31, 2023 and 2022 are summarized as follows:

F-35

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
Warrants	Number of Warrants			Exercise Price		Contractual Term (Years)		Intrinsic Value
Outstanding and exercisable - December 31, 2021		20,021,131		$	0.155		2.38	$	450,000
Granted		6,600,000		$	0.110		-		-
Exercised		(7,500,000	)	$	0.001		-		-
Cancelled/Forfeited		(6,185,714	)	$	0.034		-		-
Outstanding – December 31, 2022		12,935,417		$	0.126		1.86	$	-
Exercisable – December 31, 2022		11,435,417		$	0.135		1.71	$	-
Granted		7,050,000		$	0.050		-		-
Exercised		-			-		-		-
Cancelled/Forfeited		(817,422	)	$	0.080		-		-
Outstanding – December 31, 2023		19,167,995		$	0.059		1.85	$	-
Exercisable – December 31, 2023		17,217,995		$	0.060		1.81	$	-

Warrant Transactions for the Year Ended December 31, 2023

Employee Compensation

During the year ended December 31, 2023, the Company issued 7,050,000 post-split incentive stock options to employees with a strike price of 0.05 and a three-year expiration. The options do not vest unless each employee is employed by SST on or after March 1, 2024. No expense was recognized on these options in the year ended December 31, 2023 as they did not vest.

During the year ended December 31, 2023, 817,422 post-split warrants were forfeited.

Warrant Transactions for the Year Ended December 31, 2022

Convertible Debt Issuances

In connection with convertible debt issued to various lenders, the Company granted 1,650,000 post-split, three-year (3) warrants. These warrants have an post-split exercise price of $0.01 - $0.12. See Note 7 for derivative liabilities and related mark to market accounting.

Employee Compensation

Concurrent with the acquisition of SST, the Company granted 3,000,000 post-split, three-year (3) warrants to employees of SST for services rendered.

The fair value of these services rendered was $209,713, based upon the following weighted average assumptions:

Exercise price	$	0.001
Expected volatility		375	%
Risk-free interest rate		1.62	%
Expected term (in years)		3.00
Expected dividend rate		0	%

F-36

Employee Compensation

The Company granted 1,950,000 post-split, three-year (3) warrants to a board director and employee for services rendered.

The fair value of these services rendered was $91,127, of which $59,648 was unvested at December 31, 2022, based upon the following weighted average assumptions:

Exercise price	$	0.001
Expected volatility		374	%
Risk-free interest rate		1.76	%
Expected term (in years)		3.00
Expected dividend rate		0	%

Cashless Exercise of Warrants

The Company issued 6,458,333 shares of common stock in connection with cashless exercises of 7,500,000 warrants. The net effect on stockholders’ equity was $0.

Note 14 – INCOME TAXES

The Company did not file its federal or state tax returns for fiscal years from 2012 through 2017. Previous management had believed that it would not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net losses incurred during those years. During the year ended December 31, 2021, the Company under new management since 2019 filed returns for 2018, 2019 and 2020. During the year ended December 31, 2022, the Company filed returns for 2021 as well.

Based on available information, management believes it is more likely than not that any potential net deferred tax assets as of December 31, 2023 and 2022 may not be fully realizable.

Due to recurring losses, the Company’s tax provisions for the years ended December 31, 2023 and 2022 were $0.

The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

	2023			2022
Statutory federal rate		-21.0	%		-21.0	%
State income tax rate, net of federal benefit		-3.6	%		-3.6	%
Permanent differences, including stock-based compensation and impairment of acquired assets		8.6	%		8.6	%
Change in valuation allowance		16.0	%		16.0	%
Effective tax rate		0.0	%		0.0	%

At December 31, 2023 and 2022 the Company’s deferred tax assets were as follows:

	December 31, 2023			December 31, 2022
Tax benefit of net operating loss carry forward	$	4,577,403		$	4,248,077
less valuation allowance		(4,577,403	)		(4,248,077	)
Net deferred tax assets	$	-		$	-

As of December 31, 2023 the Company had unused net operating loss carry forwards of approximately $18.7 million available to reduce future federal taxable income. Net operating loss carryforwards expire through fiscal years beginning in 2023 and extending to indefinite. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership).

F-37

The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain.

The Company’s valuation allowance at December 31, 2023 and 2022 was $4,598,118 and $4,248,077, respectively. The change in the valuation allowance during the year ended December 31, 2022 was an increase of approximately $350,000.

NOL carry over loss
Expiration
NOL	2014	$	494,301	2024
	2015		680,549	2025
	2016		651,537	2026
	2017		1,239,493	2027
	2018		1,843,498	Indefinite
	2019		48,201	Indefinite
	2020		140,808	Indefinite
	2021		9,262,185	Indefinite
	2022		2,823,829	Indefinite
	2023		1,422,929	Indefinite
		$	18,607,330

Note 14 – SUBSEQUENT EVENTS

On January 4, 2024, our senior lender Thermo Communications Funding LLC defaulted its loan to us in the amount of $1,044,163.93 excluding fees and future interest. On February 26, 2024, Thermo enforced a confession of judgment against us in the amount of $1,074,276.15 which included additional interestr. On April 1, 2024, the Court of Common Pleas of Allegheny County placed our corporation and our subsidiaries under Receivership, which we are currently negotiating to exit at the public company levelk and the Diamond Technology Solutions, LLC subsidiary level in order to recapitalize our business and pursue strategic mergers and acquisitions.

F-38

On February 13, 2024, a third-party lender converted $17,250.00 principal and $3,142.81 interest of a junior note into 3,398,802 common shares (post-split)..

On March 28, 2024, a third-party lender converted $5,900.00 principal and $1,146.05 interest of a junior note into 5,337,916 common shares.

On May 20, 2024, a third-party lender converted $2,950.00 principal and $578.68 interest of a junior note into 5,348,484 common shares.

Since November 15, 2023 and subsequent to year-end 2023, our CEO Vikram Grover converted $357,500.00 accrued compensation into 13,169,819 Series B Preferred shares and 1,041,667 common shares but we have not issued any of the owed shares to him since his conversions.

F-39

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our Chief Executive Officer (our principal executive, financial and accounting officer) included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive, financial and accounting officer), of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that there were material weaknesses in our internal controls over Financial reporting as of December 31, 2023 and they were therefore not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weaknesses in our controls and procedure were failure to timely file tax returns, lack of formal documents such as invoices and consulting agreements, and lack of evidence for proper approval and review of disbursements. Management does not believe that any of these weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, 2023. We believe that internal controls over financial reporting as set forth above shows some weaknesses and are not effective.

Notwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. generally accepted accounting principles

Under applicable rules of the Securities and Exchange Commission, as a “smaller reporting company” this Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names and ages of the directors and executive officers of the Company as of the date of this Annual Report and the principal offices and positions with the Company held by each person. There are no family relationships among any of the directors and executive officers.

Name		Age		Position(s)
Vikram Grover		55		Chairman, CEO, President, CFO, Secretary

Vikram Grover has 25 years-experience on Wall Street as an equity research analyst, investment banker and consultant that has been advising, financing, and launching businesses for several years. He has worked at Thomas Weisel Partners Group, Inc. (now Stifel Nicolaus), Needham & Co., Source Capital Group, Inc. and Kaufman Bros., LLC in various capacities ranging from Director of Research, Senior Managing Director Investment Banking, and Managing Director Equity Research covering Telecommunications, Media, and Technology (TMT) companies. Prior to FOMO WORLDWIDE, INC., he was CEO of the first publicly traded eSports social site and tournament platform, Good Gaming. He was introduced to Charles Szoradi, the founder of Purge Virus three years ago. Mr. Grover has a Master of Science in Management (“MSM”) from the Georgia Institute of Technology (“Georgia Tech”), a BA in Marketing from the University of California San Diego (“UCSD”) and is a Chartered Financial Analyst (“CFA”).

The Company currently maintains an Advisory Board comprised of several individuals with technology, finance, and various industry experience.

Term of Office

All directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. Other than stock options of various amounts, we have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of directors. Executive Officers serve at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay directors’ fees and reimburse directors for expenses related to their activities.

Code of Ethics

As of the date of this Report, the Company has adopted a Code of Ethics applicable to our principal executive officer and principal financial officer.

Item 11. Executive Compensation.

Other than an employment agreement with our CEO Vikram Grover (below), we have not entered into employment agreements with our executive officers and their compensation, if any, is determined at the discretion of our Board of Directors.

We do not offer retirement benefit plans to our executive officers, nor have we entered any contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer’s responsibilities following a change in control. We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.

The Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time.

The following table summarizes all compensation recorded by us in 2023 and 2022 for our Chief Executive Officer, who is are only executive officer.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)

Vikram Grover, CEO	2023	150,000	0	0	0	0	0	0	150,000
	2022	150,000	0	0	0	0	0	0	150,000

Employment Agreement

The Company had an employment agreement with its Chief Executive Officer, Vikram Grover, compensating him $12,500 per month, including $5,000 in cash compensation if the Company is not current and $7,500 in cash compensation if current with its Exchange Act, with the balance due in restricted Series B Preferred shares. During the year ended December 31, 2023, the Company paid $42,104 and accrued $107,896 in compensation. During the year ended December 31, 2022, the Company paid $52,499 and accrued $97,401 in compensation. Subsequent to year-end 2023, Mr. Grover’s employment agreement was amended to compensation of $15,000 per month, payable half in cash and half in equity determined by our liquidity.

Stock Option Plan

We do not have a stock option plan although we may adopt one or more such plans in the future.

Employee Pension, Profit Sharing, or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of the date of this Annual Report, certain information with respect to the Company’s common stock owned of record or beneficially by (a) each director and executive officer of the Company; (b) each person who owns beneficially more than five percent (5%) of each class of the Company’s outstanding common stock; and (c) all directors and executive officers as a group. The address of each of these individuals are c/o the Company, 831 W North Ave., Pittsburgh, PA 15233.

Title of Class

Name and Address of Beneficial Owner

Amount and Nature of

Beneficial Ownership⁽¹⁾

Percent of

Class ⁽²⁾

Common Stock

Vikram Grover

21,498,000

12.0

Common Stock

All Directors and Officers as a Group (1 person)

21,498,000

12.0

⁽¹⁾

Represents shares of common stock issuable upon conversion of Series A, B and C Preferred Shares. Holders of Series A, B and C Preferred Shares vote on all matters presented to stockholders for a vote on an “as converted” basis together with our common stock as a single class, except as required by law.

⁽²⁾

Unless otherwise indicated, based on 8,620,188,088 shares of common stock issued and outstanding as of the date of this Annual Report. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants but are not deemed outstanding for the purposes of computing the percentage of any other person.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Related Party Transactions

None.

Director Independence

Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Under such definition, Vikram Grover who holds the titles of CEO, CFO and Secretary and sole Director, would not be considered an independent director.

Item 14. Principal Accountant Fees and Services.

Urish Popeck LLC, was our independent registered public accounting firm for the year ended December 31, 2022 and through their resignation on June 21, 2024. Assurance Dimensions was our independent registered public accounting firm for the year ended December 31, 2021.

	Year ended December 31,
	2022		2021
Audit Fees	$	110,000	$	50,000

Audit-Related Fees	$	-0-	$	5,000

Tax Fees	$	-0-	$	-0-

All Other Fees	$	-0-	$	-0-

Pre-Approval Policy

Our Board preapproved all services provided by our independent registered public accounting firm. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with their independence as our independent registered public accounting firm.

PART IV

Item 15. Financial Statements and Exhibits.

(a)

The following documents are filed as part of this Report:

(1)

Financial Statements. The following consolidated financial statements and the report of our independent registered public accounting firm, are filed as “Item 8. Financial Statements and Supplementary Data” of this Report:

Consolidated Balance Sheets as of December 31, 2023 and 2022 (Unaudited)

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 (Unaudited)

Consolidated Statements of Stockholders’ Deficiency for the years ended December 31, 2023 and 2022 (Unaudited)

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 (Unaudited)

Notes to Consolidated Financial Statements December 31, 2023 and 2022 (Unaudited)

(2)

Financial Statement Schedules

None.

(3)

Exhibits

Exhibit No.		Description

2.1*		Plan and Agreement of Reorganization dated as of January 30, 2014, among the Company, 2050 Motors and the 2050 Motors Shareholders.

3.1**		Articles of Incorporation

3.2**		Articles of Amendment

3.3**		Amended and Restated By-laws December 16, 2019

10.1**		Convertible Note Between the Company and Auctus Fund LLC dated January 6, 2017

10.2**		Convertible Note Between the Company and JSJ Investments dated April 25, 2017

10.3**		Convertible Note and Warrant Agreement Between the Company and Crown Bridge Partners LLC September 15, 2017

10.4**		Convertible Note Between the Company and LG Capital Funding, LLC dated November 14, 2017

10.5**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated January 24, 2018

10.6**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated February 22, 2018

10.7**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated April 11, 2018

10.8**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated April 27, 2018.

10.9**		Convertible Note Between the Company and Jabro Funding Corp. dated July 23, 2018

10.10**		Convertible Note Between the Company and Jabro Funding Corp. dated October 1, 2018

10.11**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated November 1, 2018

10.12**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated March 8, 2019

10.13**		Convertible Note Between the Company and Tri-Bridge Ventures LLC dated March 15, 2019

10.14**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated July 9, 2019

10.15**		Convertible Note Between the Company and GS Capital Partners LLC dated September 6, 2019

10.16**		Convertible Note Between the Company and GS Capital Partners LLC dated November 12, 2019

10.17**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated November 14, 2019

10.18**		Convertible Note Between the Company and Auctus Fund LLC dated October 28, 2020

10.19**		Definitive Acquisition Agreement Between the Company and Purge Virus, LLC September 29, 2020

10.20**		FOMO WORLDWIDE, INC. – Purge Virus, LLC Reps and Warranties October 18, 2020

10.21**		Convertible Debenture Loan Agreement with GS Capital – January 20, 2021

10.22**		Convertible Loan Agreement Power Up Lending – April 8, 2021

10.23**		Convertible Loan Agreement Power Up Lending – May 10, 2021

10.24**		Convertible Loan Agreement GS Capital – June 25, 2021

10.25**		Convertible Loan Agreement Power Up Lending – September 22, 2021

10.26***		Convertible Loan Agreement 1800 Diagonal Lending LLC – March 4, 2024

31.1***		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

32.1***		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Link base Document

101.DEF		Inline XBRL Taxonomy Extension Definition Link base Document

101.LAB		Inline XBRL Taxonomy Extension Label Link base Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Link base Document

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

*	Incorporated by reference to the Company’s Form 8-K as filed with the SEC on February 5, 2014.

**	Incorporated by reference to the Company’s Registration Statement on Form 10’s as filed with the SEC on October 30, 2012, July 19, 2019 and December 7, 2020 (amended December 8, 2020). And by reference to Company’s Form 10K filed December 31, 2020 and the Company’s 8K filed October 7, 2020. Filed by reference to Form 10-Q for the three months ended March 31, 2021 filed on EDGAR on May 24, 2021 and Form 10-Q for six months ended June 30, 2021 filed on EDGAR on August 16, 2021.

***	Filed herewith.

Item 16. Form 10-K Summary

None.

SIGNATURES

In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 16^th day of July, 2024.

	FOMO WORLDWIDE, INC.

	By:	/s/ Vikram Grover
		Vikram Grover, Chief Executive Officer and sole Director (Principal Executive, Financial and Accounting Officer)

THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT FOR THE SECURITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR (B) AN OPINION OF COUNSEL (WHICH COUNSEL SHALL BE SELECTED BY THE HOLDER), IN A GENERALLY ACCEPTABLE FORM, THAT REGISTRATION IS NOT REQUIRED UNDER SAID ACT.

THE ISSUE PRICE OF THIS NOTE IS $54,000.00

THE ORIGINAL ISSUE DISCOUNT IS $9,000.00

Principal Amount: $54,000.00 Issue Date: March 4, 2024

Purchase Price: $45,000.00

PROMISSORY NOTE (Bridge)

FOR VALUE RECEIVED, FOMO WORLDWIDE, INC., a Wyoming corporation (hereinafter called the “Borrower”), hereby promises to pay to the order of 1800 DIAGONAL LENDING LLC, a Virginia limited liability company, or registered assigns (the “Holder”) the sum of $54,000.00 together with any interest as set forth herein, on December 15, 2024 (the “Maturity Date”), and to pay interest on the unpaid principal balance hereof from the date hereof (the “Issue Date”) as set forth herein. Notwithstanding anything contained herein to contrary, in the event of a Qualified Offering prior to the Maturity Date, the Company shall pay to the Holder, $0.25 of each dollar received in the Qualified Offering which shall be utilized to pay the principal, interest and any other amounts due pursuant to this Note. A “Qualified Offering” shall mean any offering of the common stock of the Company following the date of this Note in an aggregate amount of at least $1,000,000.00 pursuant to Regulation A of the Securities Act of 1933, as amended (the “Act”), Regulation D of the Act; or pursuant to a Registration Statement filed with the Securities and Exchange Commission pursuant to the Act. This Note may not be prepaid in whole or in part except as otherwise explicitly set forth herein. Any amount of principal or interest on this Note which is not paid when due shall bear interest at the rate of twenty two percent (22%) per annum from the due date thereof until the same is paid (“Default Interest”). All payments due hereunder (to the extent not converted into common stock, no par value per share (the “Common Stock”) in accordance with the terms hereof) shall be made in lawful money of the United States of America. All payments shall be made at such address as the Holder shall hereafter give to the Borrower by written notice made in accordance with the provisions of this Note. Each capitalized term used herein, and not otherwise defined, shall have the meaning ascribed thereto in that certain Securities Purchase Agreement dated the date hereof, pursuant to which this Note was originally issued (the “Purchase Agreement”).

This Note is free from all taxes, liens, claims and encumbrances with respect to the issue thereof and shall not be subject to preemptive rights or other similar rights of shareholders of the Borrower and will not impose personal liability upon the holder thereof.

The following terms shall apply to this Note:

ARTICLE I. GENERAL TERMS

1.1 Interest. A one-time interest charge of eighteen percent (18%) (the “Interest Rate”) shall be applied on the Issuance Date to the Principal ($54,000.00 * eighteen percent (18%) = $9,720.00). Interest hereunder shall be paid as set forth herein to the Holder or its assignee in whose name this Note is registered on the records of the Company regarding registration and transfers of Notes in cash or, in the Event of Default, at the Option of the Holder, converted into share of Common Stock as set forth herein.

1.2 Mandatory Monthly Payments. Accrued, unpaid interest and outstanding principal, subject to adjustment, shall be paid in four (4) payments as follows:

Payment Date Amount of Payment

September 15, 2024 $31,860.00

October 15, 2024 $10,620.00

November 15, 2024 $10,620.00

December 15, 2024 $10,620.00

(a total payback to the Holder of $63,720.00).

The Company shall have a five (5) day grace period with respect to each payment. The Company has right to prepay in full at any time with no prepayment penalty. All payments shall be made by bank wire transfer to the Holder’s wire instructions, attached hereto as Exhibit A. For the avoidance of doubt, a missed payment shall be considered an Event of Default.

1.3 Security. This Note shall not be secured by any collateral or any assets pledged to the Holder.

1.4 Prepayment Discount. Notwithstanding anything to the contrary contained in this Note, at any time during the period set forth on the table immediately following this paragraph (the “Prepayment Period”) or as otherwise agreed to between the Borrower and the Holder, the Borrower shall have the right, exercisable on not more than three (3) Trading Days prior written notice to the Holder of the Note to prepay the outstanding Note (principal and accrued interest), in full, in accordance with this Section 1.4. Any notice of prepayment hereunder (an “Optional Prepayment Notice”) shall be delivered to the Holder of the Note at its registered addresses and shall state: (1) that the Borrower is exercising its right to prepay the Note, and (2) the date of prepayment which shall be not more than three (3) Trading Days from the date of the Optional Prepayment Notice. On the date fixed for prepayment (the “Optional Prepayment Date”), the Borrower shall make payment of the Optional Prepayment Amount (as defined below) to Holder, or upon the direction of the Holder as specified by the Holder in a writing to the Borrower (which shall direction to be sent to Borrower by the Holder at least one (1) business day prior to the Optional Prepayment Date). If the Borrower exercises its right to prepay the Note, the Borrower shall make payment to the Holder of an amount in cash equal to the percentage (“Prepayment Percentage”) as set forth in the table immediately following this paragraph opposite the Prepayment Period, multiplied by the sum of: (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the Optional Prepayment Date plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and (x) plus (z) any amounts owed to the Holder pursuant to Section 1.4 hereof (the “Optional Prepayment Amount”).

Prepayment Period	Prepayment Percentage
The period beginning on the Issue Date and ending on the date which is one hundred eighty (180) days following the Issue Date.	97%

ARTICLE II. CERTAIN COVENANTS

2.1 Sale of Assets. So long as the Borrower shall have any obligation under this Note, the Borrower shall not, without the Holder’s written consent, sell, lease or otherwise dispose of any significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned on a specified use of the proceeds of disposition.

ARTICLE III. EVENTS OF DEFAULT

If any of the following events of default (each, an “Event of Default”) shall occur:

3.1 Failure to Pay Principal and Interest. The Borrower fails to pay the principal hereof or interest thereon when due on this Note, whether at maturity, upon acceleration or otherwise and such breach continues for a period of five (5) days after written notice from the Holder.

3.2 Breach of Covenants. The Borrower breaches any material covenant or other material term or condition contained in this Note and any collateral documents including but not limited to the Purchase Agreement and such breach continues for a period of twenty (20) days after written notice thereof to the Borrower from the Holder.

3.3 Breach of Representations and Warranties. Any representation or warranty of the Borrower made herein or in any agreement, statement or certificate given in writing pursuant hereto or in connection herewith (including, without limitation, the Purchase Agreement), shall be false or misleading in any material respect when made and the breach of which has (or with the passage of time will have) a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.4 Receiver or Trustee. The Borrower or any subsidiary of the Borrower shall make an assignment for the benefit of creditors, or apply for or consent to the appointment of a receiver or trustee for it or for a substantial part of its property or business, or such a receiver or trustee shall otherwise be appointed.

3.5 Bankruptcy. Bankruptcy, insolvency, reorganization or liquidation proceedings or other proceedings, voluntary or involuntary, for relief under any bankruptcy law or any law for the relief of debtors shall be instituted by or against the Borrower or any subsidiary of the Borrower.

3.6 Delisting of Common Stock. The Borrower shall fail to maintain the listing of the Common Stock on at least one of the OTC (which specifically includes the quotation platforms maintained by the OTC Markets Group) or an equivalent replacement exchange, the Nasdaq National Market, the Nasdaq SmallCap Market, the New York Stock Exchange, or the American Stock Exchange.

3.7 Failure to Comply with the Exchange Act. The Borrower shall fail to comply with the reporting requirements of the Exchange Act; and/or the Borrower shall cease to be subject to the reporting requirements of the Exchange Act.

3.8 Liquidation. Any dissolution, liquidation, or winding up of Borrower or any substantial portion of its business.

3.9 Cessation of Operations. Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

3.10 Financial Statement Restatement. The restatement of any financial statements filed by the Borrower with the SEC at any time after 180 days after the Issuance Date for any date or period until this Note is no longer outstanding, if the result of such restatement would, by comparison to the un-restated financial statement, have constituted a material adverse effect on the rights of the Holder with respect to this Note or the Purchase Agreement.

3.11 Replacement of Transfer Agent. In the event that the Borrower proposes to replace its transfer agent, the Borrower fails to provide, prior to the effective date of such replacement, a fully executed Irrevocable Transfer Agent Instructions in a form as initially delivered pursuant to the Purchase Agreement (including but not limited to the provision to irrevocably reserve shares of Common Stock in the Reserved Amount) signed by the successor transfer agent to Borrower and the Borrower.

3.12 Cross-Default. Notwithstanding anything to the contrary contained in this Note or the other related or companion documents, a breach or default by the Borrower of any covenant or other term or condition contained in any of the Other Agreements, after the passage of all applicable notice and cure or grace periods, shall, at the option of the Holder, be considered a default under this Note and the Other Agreements, in which event the Holder shall be entitled (but in no event required) to apply all rights and remedies of the Holder under the terms of this Note and the Other Agreements by reason of a default under said Other Agreement or hereunder. “Other Agreements” means, collectively, all agreements and instruments between, among or by: (1) the Borrower, and, or for the benefit of, (2) the Holder and any affiliate of the Holder, including, without limitation, promissory notes; provided, however, the term “Other Agreements” shall not include the related or companion documents to this Note. Each of the loan transactions will be cross-defaulted with each other loan transaction and with all other existing and future debt of Borrower to the Holder.

Upon the occurrence and during the continuation of any Event of Default, the Note shall become immediately due and payable and the Borrower shall pay to the Holder, in full satisfaction of its obligations hereunder, an amount equal to 150% times the sum of (w) the then outstanding principal amount of this Note plus (x) accrued and unpaid interest on the unpaid principal amount of this Note to the date of payment (the “Mandatory Prepayment Date”) plus (y) Default Interest, if any, on the amounts referred to in clauses (w) and/or (x) plus (z) any amounts owed to the Holder pursuant to Article IV hereof (the then outstanding principal amount of this Note to the date of payment plus the amounts referred to in clauses (x), (y) and (z) shall collectively be known as the “Default Amount”) and all other amounts payable hereunder shall immediately become due and payable, all without demand, presentment or notice, all of which hereby are expressly waived, together with all costs, including, without limitation, legal fees and expenses, of collection, and the Holder shall be entitled to exercise all other rights and remedies available at law or in equity.

If the Borrower fails to pay the Default Amount within five (5) business days of written notice that such amount is due and payable, then the Holder shall have the right at any time, to convert the balance owed pursuant to the note including the Default Amount into shares of common stock of the Company as set forth herein.

ARTICLE IV. CONVERSION RIGHTS

4.1 Conversion Right. At any time following an Event of Default, the Holder shall have the right, to convert all or any part of the outstanding and unpaid amount of this Note into fully paid and non-assessable shares of Common Stock, as such Common Stock exists on the Issue Date, or any shares of capital stock or other securities of the Borrower into which such Common Stock shall hereafter be changed or reclassified at the conversion price determined as provided herein (a “Conversion”); provided, however, that in no event shall the Holder be entitled to convert any portion of this Note in excess of that portion of this Note upon conversion of which the sum of (1) the number of shares of Common Stock beneficially owned by the Holder and its affiliates (other than shares of Common Stock which may be deemed beneficially owned through the ownership of the unconverted portion of the Notes or the unexercised or unconverted portion of any other security of the Borrower subject to a limitation on conversion or exercise analogous to the limitations contained herein) and (2) the number of shares of Common Stock issuable upon the conversion of the portion of this Note with respect to which the determination of this proviso is being made, would result in beneficial ownership by the Holder and its affiliates of more than 4.99% of the outstanding shares of Common Stock. For purposes of the proviso to the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Regulations 13D-G thereunder, except as otherwise provided in clause (1) of such proviso. The beneficial ownership limitations on conversion as set forth in the section may NOT be waived by the Holder. The number of shares of Common Stock to be issued upon each conversion of this Note shall be determined by dividing the Conversion Amount (as defined below) by the applicable Conversion Price then in effect on the date specified in the notice of conversion, in the form attached hereto as Exhibit B(the “Notice of Conversion”), delivered to the Borrower by the Holder in accordance with Section 4.4 below; provided that the Notice of Conversion is submitted by facsimile or e-mail (or by other means resulting in, or reasonably expected to result in, notice) to the Borrower before 6:00 p.m., New York, New York time on such conversion date (the “Conversion Date”); however, if the Notice of Conversion is sent after 6:00pm, New York, New York time the Conversion Date shall be the next business day. The term “Conversion Amount” means, with respect to any conversion of this Note, the sum of (1) the principal amount of this Note to be converted in such conversion plus (2) at the Holder’s option, accrued and unpaid interest, if any, on such principal amount at the interest rates provided in this Note to the Conversion Date, plus (3) at the Holder’s option, Default Interest, if any, on the amounts referred to in the immediately preceding clauses (1) and/or (2) plus (4) at the Holder’s option, any amounts owed to the Holder pursuant to Sections 4.4 hereof.

4.2 Conversion Price. The conversion price (the “Conversion Price”) shall mean 65% multiplied by the lowest Trading Price for the Common Stock during the ten (10) Trading Days prior to the Conversion Date (subject to equitable adjustments by the Borrower relating to the Borrower’s securities or the securities of any subsidiary of the Borrower, combinations, recapitalization, reclassifications, extraordinary distributions and similar events)(representing a 35% discount). “Trading Price” means, for any security as of any date, the closing bid price on the OTCQB, OTCQX, Pink Sheets

electronic quotation system or applicable trading market (the “OTC”) as reported by a reliable reporting service (“Reporting Service”) designated by the Holder (i.e. Bloomberg) or, if the OTC is not the principal trading market for such security, the closing bid price of such security on the principal securities exchange or trading market where such security is listed or traded or, if no closing bid price of such security is available in any of the foregoing manners, the average of the closing bid prices of any market makers for such security that are listed in the “pink sheets”. If the Trading Price cannot be calculated for such security on such date in the manner provided above, the Trading Price shall be the fair market value as mutually determined by the Borrower and the holders of a majority in interest of the Notes being converted for which the calculation of the Trading Price is required in order to determine the Conversion Price of such Notes. “Trading Day” shall mean any day on which the Common Stock is tradable for any period on the OTC, or on the principal securities exchange or other securities market on which the Common Stock is then being traded.

4.3 Authorized Shares. The Borrower covenants that during the period that the Note is outstanding, the Borrower will reserve from its authorized and unissued Common Stock a sufficient number of shares, free from preemptive rights, to provide for the issuance of Common Stock upon the full conversion of this Note issued pursuant to the Purchase Agreement. The Borrower is required at all times to have authorized and reserved four times the number of shares that is actually issuable upon full conversion of the Note (based on the Conversion Price of the Note in effect from time to time initially 158,241,758 shares) (the “Reserved Amount”). The Reserved Amount shall be increased from time to time in accordance with the Borrower’s obligations hereunder. The Borrower represents that upon issuance, such shares will be duly and validly issued, fully paid and non-assessable. In addition, if the Borrower shall issue any securities or make any change to its capital structure which would change the number of shares of Common Stock into which the Notes shall be convertible at the then current Conversion Price, the Borrower shall at the same time make proper provision so that thereafter there shall be a sufficient number of shares of Common Stock authorized and reserved, free from preemptive rights, for conversion of the outstanding Note. The Borrower (i) acknowledges that it has irrevocably instructed its transfer agent to issue certificates for the Common Stock issuable upon conversion of this Note, and (ii) agrees that its issuance of this Note shall constitute full authority to its officers and agents who are charged with the duty of executing stock certificates to execute and issue the necessary certificates for shares of Common Stock in accordance with the terms and conditions of this Note.

If, at any time the Borrower does not maintain the Reserved Amount it will be considered an Event of Default under this Note.

4.4 Method of Conversion.

(a) Mechanics of Conversion. As set forth in Section 4.1 hereof, at any time following an Event of Default, the balance due pursuant to this Note may be converted by the Holder in whole or in part at any time from time to time after the Issue Date, by (A) submitting to the Borrower a Notice of Conversion (by facsimile, e-mail or other reasonable means of communication dispatched on the Conversion Date prior to 6:00 p.m., New York, New York time) and (B) subject to Section 4.4(b), surrendering this Note at the principal office of the Borrower (upon payment in full of any amounts owed hereunder).

(b) Surrender of Note Upon Conversion. Notwithstanding anything to the contrary set forth herein, upon conversion of this Note in accordance with the terms hereof, the Holder shall not be required to physically surrender this Note to the Borrower unless the entire unpaid principal amount of this Note is so converted. The Holder and the Borrower shall maintain records showing the principal amount so converted and the dates of such conversions or shall use such other method, reasonably satisfactory to the Holder and the Borrower, so as not to require physical surrender of this Note upon each such conversion.

(c) Delivery of Common Stock Upon Conversion. Upon receipt by the Borrower from the Holder of a facsimile transmission or e-mail (or other reasonable means of communication) of a Notice of Conversion meeting the requirements for conversion as provided in this Section 4.4, the Borrower shall issue and deliver or cause to be issued and delivered to or upon the order of the Holder certificates for the Common Stock issuable upon such conversion within three (3) business days after such receipt (the “Deadline”) (and, solely in the case of conversion of the entire unpaid principal amount hereof, surrender of this Note) in accordance with the terms hereof and the Purchase Agreement. Upon receipt by the Borrower of a Notice of Conversion, the Holder shall be deemed to be the holder of record of the Common Stock issuable upon such conversion, the outstanding principal amount and the amount of accrued and unpaid interest on this Note shall be reduced to reflect such conversion, and, unless the Borrower defaults on its obligations hereunder, all rights with respect to the portion of this Note being so converted shall forthwith terminate except the right to receive the Common Stock or other securities, cash or other assets, as herein provided, on such conversion. If the Holder shall have given a Notice of Conversion as provided herein, the Borrower’s obligation to issue and deliver the certificates for Common Stock shall be absolute and unconditional, irrespective of the absence of any action by the Holder to enforce the same, any waiver or consent with respect to any provision thereof, the recovery of any judgment against any person or any action to enforce the same, any failure or delay in the enforcement of any other obligation of the Borrower to the holder of record, or any setoff, counterclaim, recoupment, limitation or termination, or any breach or alleged breach by the Holder of any obligation to the Borrower, and irrespective of any other circumstance which might otherwise limit such obligation of the Borrower to the Holder in connection with such conversion.

(d) Delivery of Common Stock by Electronic Transfer. In lieu of delivering physical certificates representing the Common Stock issuable upon conversion, provided the Borrower is participating in the Depository Trust Company (“DTC”) Fast Automated Securities Transfer (“FAST”) program, upon request of the Holder and its compliance with the provisions set forth herein, the Borrower shall use its best efforts to cause its transfer agent to electronically transmit the Common Stock issuable upon conversion to the Holder by crediting the account of Holder’s Prime Broker with DTC through its Deposit and Withdrawal at Custodian (“DWAC”) system.

(e) Failure to Deliver Common Stock Prior to Deadline. Without in any way limiting the Holder’s right to pursue other remedies, including actual damages and/or equitable relief, the parties agree that if delivery of the Common Stock issuable upon conversion of this Note is not delivered by the Deadline due to action and/or inaction of the Borrower, the Borrower shall pay to the Holder $2,000 per day in cash, for each day beyond the Deadline that the Borrower fails to deliver such Common Stock (the “Fail to Deliver Fee”); provided; however that the Fail to Deliver Fee shall not be due if the failure is a result of a third party (i.e., transfer agent; and not the result of any failure to pay such transfer agent) despite the best efforts of the Borrower to effect delivery of such Common Stock. Such cash amount shall be paid to Holder by the fifth day of the month following the month in which it has accrued or, at the option of the Holder (by written notice to the Borrower by the first day of the month following the month in which it has accrued), shall be added to the principal amount of this Note, in which event interest shall accrue thereon in accordance with the terms of this Note and such additional principal amount shall be convertible into Common Stock in accordance with the terms of this Note.

The Borrower agrees that the right to convert is a valuable right to the Holder. The damages resulting from a failure, attempt to frustrate, interference with such conversion right are difficult if not impossible to qualify. Accordingly, the parties acknowledge that the liquidated damages provision contained in this Section 4.4(e) are justified.

4.5 Concerning the Shares. The shares of Common Stock issuable upon conversion of this Note may not be sold or transferred unless: (i) such shares are sold pursuant to an effective registration statement under the Act or (ii) the Borrower or its transfer agent shall have been furnished with an opinion of counsel (which opinion shall be in form, substance and scope customary for opinions of counsel in comparable transactions) to the effect that the shares to be sold or transferred may be sold or transferred pursuant to an exemption from such registration (such as Rule 144 or a successor rule) (“Rule 144”); or (iii) such shares are transferred to an “affiliate” (as defined in Rule 144) of the Borrower who agrees to sell or otherwise transfer the shares only in accordance with this Section 4.5 and who is an Accredited Investor (as defined in the Purchase Agreement).

Any restrictive legend on certificates representing shares of Common Stock issuable upon conversion of this Note shall be removed and the Borrower shall issue to the Holder a new certificate therefore free of any transfer legend if the Borrower or its transfer agent shall have received an opinion of counsel from Holder’s counsel, in form, substance and scope customary for opinions of counsel in comparable transactions, to the effect that (i) a public sale or transfer of such Common Stock may be made without registration under the Act, which opinion shall be accepted by the Company so that the sale or transfer is effected; or (ii) in the case of the Common Stock issuable upon conversion of this Note, such security is registered for sale by the Holder under an effective registration statement filed under the Act; or otherwise may be sold pursuant to an exemption from registration. In the event that the Company does not reasonably accept the opinion of counsel provided by the Holder with respect to the transfer of Securities pursuant to an exemption from registration (such as Rule 144), it will be considered an Event of Default pursuant to this Note.

4.6 Effect of Certain Events.

(a) Effect of Merger, Consolidation, Etc. At the option of the Holder, the sale, conveyance or disposition of all or substantially all of the assets of the Borrower, the effectuation by the Borrower of a transaction or series of related transactions in which more than 50% of the voting power of the Borrower is disposed of, or the consolidation, merger or other business combination of the Borrower with or into any other Person (as defined below) or Persons when the Borrower is not the survivor shall be deemed to be an Event of Default (as defined in Article III) pursuant to which the Borrower shall be required to pay to the Holder upon the consummation of and as a condition to such transaction an amount equal to the Default Amount (as defined in Article III). “Person” shall mean any individual, corporation, limited liability company, partnership, association, trust or other entity or organization.

(b) Adjustment Due to Merger, Consolidation, Etc. If, at any time when this Note is issued and outstanding and prior to conversion of all of the Note, there shall be any merger, consolidation, exchange of shares, recapitalization, reorganization, or other similar event, as a result of which shares of Common Stock of the Borrower shall be changed into the same or a different number of shares of another class or classes of stock or securities of the Borrower or another entity, or in case of any sale or conveyance of all or substantially all of the assets of the Borrower other than in connection with a plan of complete liquidation of the Borrower, then the Holder of this Note shall thereafter have the right to receive upon conversion of this Note, upon the basis and upon the terms and conditions

specified herein and in lieu of the shares of Common Stock immediately theretofore issuable upon conversion, such stock, securities or assets which the Holder would have been entitled to receive in such transaction had this Note been converted in full immediately prior to such transaction (without regard to any limitations on conversion set forth herein), and in any such case appropriate provisions shall be made with respect to the rights and interests of the Holder of this Note to the end that the provisions hereof (including, without limitation, provisions for adjustment of the Conversion Price and of the number of shares issuable upon conversion of the Note) shall thereafter be applicable, as nearly as may be practicable in relation to any securities or assets thereafter deliverable upon the conversion hereof. The Borrower shall not affect any transaction described in this Section 4.6(b) unless (a) it first gives, to the extent practicable, ten (10) days prior written notice (but in any event at least five (5) days prior written notice) of the record date of the special meeting of shareholders to approve, or if there is no such record date, the consummation of, such merger, consolidation, exchange of shares, recapitalization, reorganization or other similar event or sale of assets (during which time the Holder shall be entitled to convert this Note) and (b) the resulting successor or acquiring entity (if not the Borrower) assumes by written instrument the obligations of this Note. The above provisions shall similarly apply to successive consolidations, mergers, sales, transfers or share exchanges.

(c) Adjustment Due to Distribution. If the Borrower shall declare or make any distribution of its assets (or rights to acquire its assets) to holders of Common Stock as a dividend, stock repurchase, by way of return of capital or otherwise (including any dividend or distribution to the Borrower’s shareholders in cash or shares (or rights to acquire shares) of capital stock of a subsidiary (i.e., a spin-off)) (a “Distribution”), then the Holder of this Note shall be entitled, upon any conversion of this Note after the date of record for determining shareholders entitled to such Distribution, to receive the amount of such assets which would have been payable to the Holder with respect to the shares of Common Stock issuable upon such conversion had such Holder been the holder of such shares of Common Stock on the record date for the determination of shareholders entitled to such Distribution.

ARTICLE V. MISCELLANEOUS

5.1 Failure or Indulgence Not Waiver. No failure or delay on the part of the Holder in the exercise of any power, right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any such power, right or privilege preclude other or further exercise thereof or of any other right, power or privileges. All rights and remedies existing hereunder are cumulative to, and not exclusive of, any rights or remedies otherwise available.

5.2 Notices. All notices, demands, requests, consents, approvals, and other communications required or permitted hereunder shall be in writing and, unless otherwise specified herein, shall be (i) personally served, (ii) deposited in the mail, registered or certified, return receipt requested, postage prepaid, (iii) delivered by reputable air courier service with charges prepaid, or (iv) transmitted by hand delivery, telegram, or facsimile, addressed as set forth below or to such other address as such party shall have specified most recently by written notice. Any notice or other communication required or permitted to be given hereunder shall be deemed effective (a) upon hand delivery or delivery by facsimile, with accurate confirmation generated by the transmitting facsimile machine, at the address or number designated below (if delivered on a business day during normal business hours where such notice is to be received), or the first business day following such delivery (if delivered other than on a business day during normal business hours where such notice is to be received) or (b) on the second business day following the date of mailing by express courier service, fully prepaid, addressed to such address, or upon actual receipt of such mailing, whichever shall first occur. The addresses for such communications shall be:

If to the Borrower, to:

FOMO WORLDWIDE, INC.

108 Scharberry Lane #2

Mars, PA 16046

Attn: Vikram Grover, Chief Executive Officer

Email: vik.grover@fomoworldwide.com

If to the Holder:

1800 DIAGONAL LENDING LLC

1800 Diagonal Road, Suite 623

Alexandria VA 22314

Attn: Curt Kramer, President

Email: ckramer6@bloomberg.net

5.3 Amendments. This Note and any provision hereof may only be amended by an instrument in writing signed by the Borrower and the Holder. The term “Note” and all reference thereto, as used throughout this instrument, shall mean this instrument (and the other Notes issued pursuant to the Purchase Agreement) as originally executed, or if later amended or supplemented, then as so amended or supplemented.

5.4 Assignability. This Note shall be binding upon the Borrower and its successors and assigns, and shall inure to be the benefit of the Holder and its successors and assigns. Each transferee of this Note must be an “accredited investor” (as defined in Rule 501(a) of the Securities and Exchange Commission). Notwithstanding anything in this Note to the contrary, this Note may be pledged as collateral in connection with a bona fide margin account or other lending arrangement; and may be assigned by the Holder without the consent of the Borrower.

5.5 Cost of Collection. If default is made in the payment of this Note, the Borrower shall pay the Holder hereof costs of collection, including reasonable attorneys’ fees.

5.6 Governing Law. This Note shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia without regard to principles of conflicts of laws. Any action brought by either party against the other concerning the transactions contemplated by this Note shall be brought only in the Circuit Court of Fairfax County, Virginia or in the Alexandria Division of the United States District Court for the Eastern District of Virginia. The parties to this Note hereby irrevocably waive any objection to jurisdiction and venue of any action instituted hereunder and shall not assert any defense based on lack of jurisdiction or venue or based upon forum non conveniens. The Borrower and Holder waive trial by jury. The Holder shall be entitled to recover from the Borrower its reasonable attorney's fees and costs. In the event that any provision of this Note or any other agreement delivered in connection herewith is invalid or unenforceable under any applicable statute or rule of law, then such provision shall be deemed inoperative to the extent that it may conflict therewith and shall be deemed modified to conform with such statute or rule of law. Any such provision which may prove invalid or unenforceable under any law shall not affect the validity or enforceability of any other provision of any agreement. Each party hereby irrevocably waives personal service of process and consents to process being served in any suit, action or proceeding in connection with this Note, any agreement or any other document delivered in connection with this Note by mailing a copy thereof via

registered or certified mail or overnight delivery (with evidence of delivery) to such party at the address in effect for notices to it under this Note and agrees that such service shall constitute good and sufficient service of process and notice thereof. Nothing contained herein shall be deemed to limit in any way any right to serve process in any other manner permitted by law.

5.7 Purchase Agreement. By its acceptance of this Note, each party agrees to be bound by the applicable terms of the Purchase Agreement.

5.8 Remedies. The Borrower acknowledges that a breach by it of its obligations hereunder will cause irreparable harm to the Holder, by vitiating the intent and purpose of the transaction contemplated hereby. Accordingly, the Borrower acknowledges that the remedy at law for a breach of its obligations under this Note will be inadequate and agrees, in the event of a breach or threatened breach by the Borrower of the provisions of this Note, that the Holder shall be entitled, in addition to all other available remedies at law or in equity, and in addition to the penalties assessable herein, to an injunction or injunctions restraining, preventing or curing any breach of this Note and to enforce specifically the terms and provisions thereof, without the necessity of showing economic loss and without any bond or other security being required.

IN WITNESS WHEREOF, Borrower has caused this Note to be signed in its name by its duly authorized officer this on March 4, 2024

FOMO WORLDWIDE, INC.

By: _______________________________

Vikram Grover

Chief Executive Officer

EXHIBIT A – WIRE INSTRUCTIONS

[to be provided via email]

EXHIBIT B -- NOTICE OF CONVERSION

The undersigned hereby elects to convert $_________________ principal amount of the Note (defined below) into that number of shares of Common Stock to be issued pursuant to the conversion of the Note (“Common Stock”) as set forth below, of FOMO WORLDWIDE, INC., a Wyoming corporation (the “Borrower”) according to the conditions of the convertible note of the Borrower dated as of March 4, 2024 (the “Note”), as of the date written below. No fee will be charged to the Holder for any conversion, except for transfer taxes, if any.

Box Checked as to applicable instructions:

[ ] The Borrower shall electronically transmit the Common Stock issuable pursuant to this Notice of Conversion to the account of the undersigned or its nominee with DTC through its Deposit Withdrawal Agent Commission system (“DWAC Transfer”).

Name of DTC Prime Broker:

Account Number:

[ ] The undersigned hereby requests that the Borrower issue a certificate or certificates for the number of shares of Common Stock set forth below (which numbers are based on the Holder’s calculation attached hereto) in the name(s) specified immediately below or, if additional space is necessary, on an attachment hereto:

Date of conversion: _____________

Applicable Conversion Price: $____________

Number of shares of common stock to be issued

pursuant to conversion of the Notes: ______________

Amount of Principal Balance due remaining

under the Note after this conversion: ______________

1800 DIAGONAL LENDING LLC

By:_____________________________

Name: Curt Kramer

Title: President

Date: __________________

EXHIBIT 31.1

CERTIFICATION

I, Vikram Grover, Chief Executive Officer (principal executive, financial and accounting officer) of FOMO WORLDWIDE, INC. certify that:

1.	I have reviewed this report on Form 10-K of FOMO WORLDWIDE, INC.;

2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.	I, as the registrant’s principal executive, financial and accounting officer, am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

	a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

	b.	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

	c.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report my conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

	d.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

I, as the registrant’s principal executive, financial and accounting officer, have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

	a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

	b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

FOMO WORLDWIDE, INC.

By:	/s/ Vikram Grover
Vikram Grover
Chief Executive Officer (principal executive, financial and accounting officer)
July 16, 2024

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of FOMO WORLDWIDE, INC. (the “Company”) on Form 10-K for the year ending December 31, 2023 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, as the Company’s principal executive, financial and accounting officer hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

FOMO WORLDWIDE, INC.

By:	/s/ Vikram Grover
Vikram Grover
Chief Executive Officer (principal executive, financial and accounting officer)
July 16, 2024

/s/ Vikram Grover
Vikram Grover
Chief Financial Officer
July 16, 2024

Cover - USD ($)	12 Months Ended
Cover - USD ($)	Dec. 31, 2023	Jul. 15, 2024
Cover [Abstract]
Document Type	10-K
Amendment Flag	false
Document Annual Report	true
Document Transition Report	false
Document Period End Date	Dec. 31, 2023
Document Fiscal Period Focus	FY
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	001-13126
Entity Registrant Name	FOMO WORLDWIDE, INC.
Entity Central Index Key	0000867028
Entity Tax Identification Number	83-3889101
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	625 Stanwix St. #2504
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15222
City Area Code	(630)
Local Phone Number	708-0750
Title of 12(b) Security	Common
Trading Symbol	IGOT
Entity Well-known Seasoned Issuer	No
Entity Voluntary Filers	No
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Public Float	$ 338,237
Entity Common Stock, Shares Outstanding		112,745,800
Documents Incorporated by Reference [Text Block]	None.
ICFR Auditor Attestation Flag	false
Document Financial Statement Error Correction [Flag]	false
Auditor Firm ID	6993
Auditor Name	Boladale Lawal & Co
Auditor Location	Lagos, Nigeria

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IGOT FOMO Worldwide Inc (CE)