UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
Amendment No. 1
[X] | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2019
[ ] | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT |
For the transition period from _____________ to _____________
Commission file number 001-13126
FOMO CORP.
(Exact name of small business issuer as specified in its charter)
California | | 83-3889101 |
(State or other jurisdiction of incorporation) | | (IRS Employer Identification No.) |
1 E Erie St, Ste 525 Unit #2250, Chicago, IL 60611
(Address of principal executive offices) (Zip Code)
(630) 286-9560
(Issuer’s telephone number)
Securities registered under Section 12(b) of the Exchange Act: None.
Securities registered under Section 12(g) of the Exchange Act: Common Stock, no par value
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 and posted 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in the definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, non-accelerated filer or a small. See definition of “large accelerated filer, accelerated filer and smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
The Aggregate market value of the Company’s common shares issued and outstanding as of December 4, 2020, was $7,032,815. 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 second fiscal quarter, June 30, 2020, was $427,210.
Large accelerated filer | [ ] | Accelerated filer | [ ] |
Non-accelerated filer | [ ] | Smaller reporting company | [X] |
(Do not check if a smaller reporting company) | Emerging growth company | [ ] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
As of December 4, 2020, there were 4,668,543,121 shares of Common Stock, no par value, outstanding.
Documents Incorporated by Reference. None
EXPLANATORY NOTE
The sole purpose of this Amendment No. 1 to the Annual Report on Form 10-K for the period ended December 31, 2019 of FOMO CORP. (the “Company”) filed with the Securities and Exchange Commission on December 07, 2020 (the “Form 10-K”) is to furnish Exhibits 101 to the Form 10-K in accordance with Rule 405 of Regulation S-T.
No other changes have been made to the Form 10-K. This Amendment No. 1 to the Form 10-K speaks as of the original filing date of the Form 10-K, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-K.
PART IV
Item 15. Exhibits; Financial Statement Schedules.
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 PowerUp Lending Group Ltd. dated January 24, 2018 |
| | |
10.6** | | Convertible Note Between the Company and PowerUp Lending Group Ltd. dated February 22, 2018 |
| | |
10.7** | | Convertible Note Between the Company and PowerUp Lending Group Ltd. dated April 11, 2018 |
| | |
10.8** | | Convertible Note Between the Company and PowerUp 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 PowerUp Lending Group Ltd. dated November 1, 2018 |
| | |
10.12*** | | Convertible Note Between the Company and PowerUp 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 PowerUp 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 PowerUp 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 CORP. – Purge Virus, LLC Reps and Warranties October 18, 2020 |
| | |
31.1**** | | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended. |
| | |
31.2**** | | Certification of 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. |
* | 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 and July 19, 2019. |
| |
*** | Previously filed. |
| |
**** | Filed Herewith. |
101.INS | | XBRL Instance Document |
101.SCH | | XBRL Taxonomy Extension Schema Document |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |
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 8th day of December 2020.
| FOMO CORP. |
| | |
| By: | /s/ Vikram Grover |
| | Vikram Grover, President (Principal Executive Officer) |
EXHIBIT INDEX
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 PowerUp Lending Group Ltd. dated January 24, 2018 |
| | |
10.6** | | Convertible Note Between the Company and PowerUp Lending Group Ltd. dated February 22, 2018 |
| | |
10.7** | | Convertible Note Between the Company and PowerUp Lending Group Ltd. dated April 11, 2018 |
| | |
10.8** | | Convertible Note Between the Company and PowerUp 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 PowerUp Lending Group Ltd. dated November 1, 2018 |
| | |
10.12*** | | Convertible Note Between the Company and PowerUp 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 PowerUp 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 PowerUp 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 CORP. – Purge Virus, LLC Reps and Warranties October 18, 2020 |
| | |
31.1**** | | Certification of Principal Executive Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended. |
| | |
31.2**** | | Certification of 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. |
* | 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 and July 19, 2019. |
| |
*** | Previously filed. |
| |
**** | Filed Herewith. |
101.INS | | XBRL Instance Document |
101.SCH | | XBRL Taxonomy Extension Schema Document |
101.CAL | | XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF | | XBRL Taxonomy Extension Definition Linkbase Document |
101.LAB | | XBRL Taxonomy Extension Label Linkbase Document |
101.PRE | | XBRL Taxonomy Extension Presentation Linkbase Document |