Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2021 | May 24, 2021 | |
Cover [Abstract] | ||
Entity Registrant Name | FOMO CORP. | |
Entity Central Index Key | 0000867028 | |
Document Type | 10-Q/A | |
Document Period End Date | Mar. 31, 2021 | |
Amendment Flag | true | |
Amendment Description | Amendment No. 1 | |
Current Fiscal Year End Date | --12-31 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business Flag | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 5,615,111,492 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2021 |
Condensed Balance Sheets (Unaud
Condensed Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets | ||
Cash | $ 269,002 | $ 12,069 |
Accounts receivable | 86,993 | 20,859 |
Deposit on option to purchase business | 17,500 | |
Prepaid expense | 910 | |
Total current assets | 373,495 | 33,838 |
Other assets: | ||
Investments | 168,000 | 168,000 |
Intangible assets | 1,378,662 | 206,250 |
Goodwill | 596,906 | 596,906 |
Total other assets | 2,143,568 | 971,156 |
Total assets | 2,517,063 | 1,004,994 |
Current liabilities | ||
Accounts payable | 46,239 | 63,291 |
Accrued interest on loans payable | 3,932 | 24,945 |
Customer deposit | 97,048 | 5,614 |
Loan payable related party | 7,532 | 3,574 |
Loans payable due to non-related parties, net | 205,000 | 226,186 |
Loan Cares PPP | 11,593 | 11,593 |
Derivative liability | 2,209,605 | 834,230 |
Total current liabilities | 2,580,949 | 1,169,433 |
Total liabilities | 2,580,949 | 1,169,433 |
Stockholders' deficit | ||
Common stock; no par value authorized: 10,000,000,000 issued and outstanding 5,700,528,159 at March 31, 2021 and 4,713,543,121 December 31, 2020, respectively | 5,166,243 | 4,232,960 |
Additional paid-in-capital | 4,695,540 | 3,139,400 |
Accumulated deficit | (10,051,875) | (7,662,645) |
Common stock issuable | 125,000 | 125,000 |
Total stockholders' deficit | (63,886) | (164,439) |
Total liabilities and stockholders' deficit | 2,517,063 | 1,004,994 |
Preferred Class A [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | 575 | 300 |
Preferred Class B [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | 531 | 446 |
Preferred Class C [Member] | ||
Stockholders' deficit | ||
Preferred stock, value | $ 100 | $ 100 |
Condensed Balance Sheets (Una_2
Condensed Balance Sheets (Unaudited) (Parenthetical) - $ / shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Common stock, no par value | |||
Common stock, shares authorized | 10,000,000,000 | 10,000,000,000 | |
Common stock, shares issued | 5,700,528,159 | 4,713,543,121 | |
Common stock, shares outstanding | 5,700,528,159 | 4,713,543,121 | |
Preferred Class A [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 78,000,000 | 78,000,000 | |
Preferred stock, shares issued | 5,750,000 | 3,000,000 | |
Preferred stock, shares outstanding | 5,750,000 | 3,000,000 | |
Preferred stock, dividend percent | 1.00% | 1.00% | |
Preferred Class B [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | |
Preferred stock, shares issued | 5,313,815 | 4,463,815 | |
Preferred stock, shares outstanding | 5,313,815 | 4,463,815 | |
Preferred stock, dividend percent | 1.00% | 1.00% | |
Preferred Class C [Member] | |||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | |
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | |
Preferred stock, shares issued | 1,000,000 | 1,000,000 | |
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | |
Preferred stock, dividend percent | 1.00% | 1.00% |
Condensed Statement of Operatio
Condensed Statement of Operations (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Operating revenue | $ 151,392 | |
Cost of revenue | 132,221 | |
Gross profit | 19,171 | |
Operating expenses: | ||
General and administrative | 589,785 | 50,532 |
Net loss from operations | (570,614) | (50,532) |
Other income (expenses) | ||
Interest expense | (211,312) | (10,551) |
Debt Settlement | (231,930) | |
Impairment loss | (63,000) | |
Derivative liability gain (loss) | (1,375,374) | 483,793 |
Total other income (expenses) | (1,818,616) | 410,242 |
Income (loss) before income taxes | (2,389,230) | 359,710 |
Provision for income taxes | ||
Net income (loss) | $ (2,389,230) | $ 359,710 |
Net income (loss) per share, basic and diluted | ||
Weighted average common equivalent share outstanding, basic and diluted | 5,445,268,799 | 2,053,310,893 |
Condensed Statement of Stockhol
Condensed Statement of Stockholders' Deficit (Unaudited) - USD ($) | Common Stock [Member] | Common Stock Issuable [Member] | Additional Paid-in Capital [Member] | Accumulated Deficit [Member] | Preferred Stock Class A [Member] | Preferred Stock Class B [Member] | Preferred Stock Class C [Member] | Total |
Beginning balance at Dec. 31, 2019 | $ 3,800,405 | $ 125,000 | $ 858,218 | $ (6,025,926) | $ 300 | $ 40 | $ 100 | $ (1,241,863) |
Beginning balance, shares at Dec. 31, 2019 | 1,777,198,805 | 3,000,000 | 400,000 | 1,000,000 | ||||
Conversion of convertible debt | $ 22,582 | 22,582 | ||||||
Conversion of convertible debt, shares | 428,306,667 | |||||||
Warrants | 5,781 | 5,781 | ||||||
Net Loss | 359,710 | 359,710 | ||||||
Ending balance at Mar. 31, 2020 | $ 3,822,987 | 125,000 | 863,999 | (5,666,216) | $ 300 | $ 40 | $ 100 | (853,790) |
Ending balance, shares at Mar. 31, 2020 | 2,205,505,472 | 3,000,000 | 400,000 | 1,000,000 | ||||
Beginning balance at Dec. 31, 2020 | $ 4,232,960 | 125,000 | 3,139,400 | (7,662,645) | $ 300 | $ 446 | $ 100 | (164,439) |
Beginning balance, shares at Dec. 31, 2020 | 4,713,543,121 | 3,000,000 | 4,463,815 | 1,000,000 | ||||
Conversion of convertible debt | $ 563,643 | 563,643 | ||||||
Conversion of convertible debt, shares | 905,435,038 | |||||||
Warrants | 194,000 | 194,000 | ||||||
Stock issued for compensation | $ 99,640 | 99,640 | ||||||
Stock issued for compensation, shares | 6,550,000 | |||||||
Stock issued for loan cost | $ 20,000 | 20,000 | ||||||
Stock issued for loan cost, shares | 10,000,000 | |||||||
Purchase common share | $ 250,000 | 250,000 | ||||||
Purchase common share, shares | 65,000,000 | |||||||
Purchase Preferred A shares | 274,725 | $ 275 | 275,000 | |||||
Purchase Preferred A shares, shares | 2,750,000 | |||||||
Stock issued for compensation | 123,970 | $ 30 | 124,000 | |||||
Stock issued for compensation, shares | 300,000 | |||||||
Options to purchase business | 38,483 | $ 17 | 38,500 | |||||
Options to purchase business, shares | 175,000 | |||||||
Purchase assets | 924,962 | $ 38 | 925,000 | |||||
Purchase assets, shares | 375,000 | |||||||
Net Loss | (2,389,230) | (2,389,230) | ||||||
Ending balance at Mar. 31, 2021 | $ 5,166,243 | $ 125,000 | $ 4,695,540 | $ (10,051,875) | $ 575 | $ 531 | $ 100 | $ (63,886) |
Ending balance, shares at Mar. 31, 2021 | 5,700,528,159 | 5,750,000 | 5,313,815 | 1,000,000 |
Condensed Statement of Cash Flo
Condensed Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows provided by (used for) operating activities: | ||
Net income (loss) | $ (2,389,230) | $ 359,710 |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Stock based compensation | 165,500 | 5,781 |
Stock issued for Interest and loan costs | 37,940 | |
Interest expense paid by issuance of stock | 220,527 | |
Amortization | 43,583 | |
Interest expense from initial derivative liability | 926 | |
Derivative liability adjustment | 1,375,375 | (483,793) |
Debt settlement | 231,930 | |
Impairment of investment | 63,000 | |
Increase (decrease) in assets and liabilities: | ||
Prepaid expenses | 910 | |
Accounts receivable | (66,134) | |
Accounts payable | (39,047) | 5,000 |
Customer deposits | 91,434 | |
Accrued interest | (21,013) | |
Accrued expenses | 49,331 | |
Net cash used for operating activities | (348,225) | (45) |
Cash flows provided by (used for) Investing activities | ||
Proceeds from sale of common stock | 250,000 | |
Proceeds from sale of Preferred Series A shares | 275,000 | |
Net cash provided by (used for) investing activities | 525,000 | |
Cash flows provided by (used for) Financing activities | ||
Payment to non-related loans | (128,800) | |
Proceeds from loan from officer | 3,958 | |
Proceeds from non-related loans | 205,000 | |
Net cash provided by (used for) financing activities | 80,158 | |
Net (decrease) increase in cash | 256,933 | (45) |
Cash, beginning of period | 12,069 | 63 |
Cash, end of period | 269,002 | 18 |
Supplemental disclosure of cash flow information | ||
Common stock issued for debt | $ 563,643 |
Basis of Presentation and Organ
Basis of Presentation and Organization | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation and Organization | Note 1 – BASIS OF PRESENTATION AND ORGANIZATION FOMO CORP. previously known as “2050 Motors, Inc.” (“the Company”) is the successor to an entity incorporated on April 22, 1986 in the state of California. 2050 Motors, Inc., the Company’s sole operating subsidiary from 2014-2019, was incorporated on October 9, 2012 in the state of Nevada to import, market, and sell electric cars manufactured in China. In 2019, management dissolved the Company’s Nevada subsidiary as the electric vehicle (“EV”) strategies had failed. Meanwhile, the Company incubated an internet business targeting the Cannabis market www.kanab.club On May 14, 2019, we dissolved our 2050 Motors, Inc. Nevada subsidiary and terminated all discussions and contractual relationships with Chinese manufacturers. On December 16, 2019, we changed our company name to “FOMO CORP.” with the Secretary of State of California on the SEC’s EDGAR system. On November 17, 2020, we applied for a name change with FINRA and have responded to comments several times. On October 19, 2020, FOMO CORP purchased Purge Virus, LLC and consequently entered the viral disinfection market. On November 17, 2020, an application was submitted to FINRA to change the name and ticker symbol from 2050 Motors and ETFM to FOMO CORP. and FOMO, respectively. Subsequently, FINRA issued a name change and ticker change to “FOMO CORP.” and applied the ticker “FOMC”. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). Use of Estimates The preparation of financial statements in conformity with US 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 accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities. Consolidation The consolidated financial statements of the Company include the Company and its wholly owned subsidiary, Purge Virus, LLC. All material intercompany balances and transactions have been eliminated in consolidation. Cash Cash consists of deposits in one large national bank. On March 31, 2021 and December 31, 2020, respectively, the Company had $269,002 and $12,069 in cash in the United States. 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 For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets. The Company’s investment in Mobicard Inc., see Note 4, is actively traded on the pink sheets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. We have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of March 31,2021: Total Level 1 Level 2 Level 4 Assets Investments 168,000 168,000 Total assets measured at fair value 168,000 168,000 Liabilities Derivative liability 2,209,605 2,209,605 Total liabilities measured at fair value 2,209,605 2,209,605 Assets and liabilities measured at fair value are as follows as of December 31, 2020: Total Level 1 Level 2 Level 4 Assets Investments 168,000 168,000 Total assets measured at fair value 168,000 168,000 Liabilities Derivative liability 834,230 834,230 Total liabilities measured at fair value 834,230 834,230 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2019 $ 893,171 Fair value of derivative liabilities 266,068 Loss on conversion (483,793 ) Gain on change in derivative liabilities 158,784 Balance as of December 31, 2020 $ 834,230 Balance as of December 31, 2020 $ 834,230 Fair value of derivative liabilities 2,750,749 Loss on conversion (1,375,374 ) Gain on change in derivative liabilities 0 Balance as of March 31, 2021 $ 2,209,605 Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2020 and 2019, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. On March 31, 2021 and December 31, 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended December 31, 2020 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on March 5, 2019, has filed federal and state taxes in California, Illinois and Pennsylvania as required and had brought the Company current in all regards. Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of March 31, 2021 and December 31, 2020 was zero. Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” Stock-Based Compensation The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. 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 at least annually for impairment, historically during our fourth quarter. Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. |
Going Concern
Going Concern | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 3 – GOING CONCERN The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported an accumulated deficit of $10,051,875 as of March 31, 2021. The Company also had negative working capital of $2,207,454 on March 31, 2021, and had an operating loss of $570,614 for the three months ended March 31, 2021. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties. In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing may involve substantial dilution to existing investors. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2021 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | Note 4 - INVESTMENTS During the year ended December 31, 2019, the Company issued 400,000 share of preferred class B stock in exchange for 210,000,000 shares of Mobicard Inc. The shares were valued at the market price of $0.0023 per share, or $483,000, at the acquisition date. The shares are currently valued at the market price of $0.0008 per share on March 31, 2021 for a total investment of $168,000. 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 $0.0001 per share. On October 19, 2020, the Company acquired 100% of the member interests of Purge Virus, LLC for consideration of 2,000,000 Series B Preferred Shares, valued at their market value of $800,000. As a result of the acquisition, the Company recognized intangible assets of $225,000 and goodwill of $596,906. The intangible assets are being amortized over their useful lives, ranging from 3 to 10 years. |
Related Parties Transactions
Related Parties Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Related Parties Transactions | Note 5 –RELATED PARTIES TRANSACTIONS As of March 31, 2021, the Company subsidiary’s chief executive officer had an outstanding balance of $7,532. The loan is non-interest bearing and due on demand. On March 6, 2019, Vikram Grover was appointed our President, Chief Executive Officer, Chief Financial Officer, Secretary and Director. Mr. Grover’s compensation consists of $12,500 per month, of which $5,000 is payable in cash while the Company is delinquent in its SEC filings and the balance to be accrued and payable in cash or stock on December 31 of each calendar year. Upon bringing the Company current with its SEC filings, Mr. Grover will be compensated $12,500 per month, of which $7,500 is payable in cash and $5,000 will be accrued and payable in cash or stock on December 31 of each calendar year. Additionally, upon bringing the Company current with its SEC filings, Mr. Grover was to be issued 100 million common stock purchase warrants with a $0.001 exercise price and a three-year expiration. If the Company’s common stock closed over $0.01 for 10 consecutive trading sessions, Mr. Grover was to be issued an additional 100 million common stock purchase warrants with a $0.001 strike price and a three-year expiration. Subsequently, Mr. Grover waived his rights to these options. |
Convertible Note Payables
Convertible Note Payables | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Convertible Note Payables | Note 6 - CONVERTIBLE NOTE PAYABLES The Company had convertible note payables with three third parties with stated interest rates ranging between 10% and 12% and 22% default interest not including penalties. These notes have a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands; accordingly, the conversion option has been treated as a derivative liability in the accompanying interim financial statements. As of March 31, 2021, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note GS Capital 01/20/21 01/20/22 205,000 12.0 % Total $ 205,000 less discount 0 Net $ 205,000 During the year ended December 31, 2020, third-party lenders converted $809,292 of principal and interest into 2,936,347,316 shares of common stock. During the three months ended March 31, 2021, third-party lenders converted $563,643 of principal, interest and penalties into 905,435,038 shares of common stock. The variables used for the Black-Scholes model are as listed below: March 31, 2021 December 31, 2020 ● Volatility: 253% - 466% Volatility: 253% - 466% ● Risk free rate of return: 1.24%- 1.53% Risk free rate of return: 1.24% - 1.53% ● Expected term: 1-3 years Expected term: 1-3 years The Company amortized a debt discount of $0 and $63,350 respectively, during the three months ended March 31, 2021 and year ended December 31, 2020, respectively. On October 28, 2020, a third-party lender funded the Company $115,000.00 in a 12% convertible debenture due October 28, 2021. The transaction netted the Company $98,000.00 after original issue discount (OID) of $15,000.00 and placement agent fees of $2,000.00. On January 20, 2021, a third-party lender funded the Company $205,000 in a 12% convertible debenture due January 20, 2022. The transaction netted the Company $180,000 after $25,000 loan fees. During the three months ended March 31, 2021 third-party lenders converted $563,643 of principle, interest and penalties into 905,435,038 shares of no-par common stock |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 7 – COMMITMENTS AND CONTINGENCIES Legal Proceedings The Company may from time to time, become a party to various legal proceedings, arising in the ordinary course of business. The Company investigates these claims as they arise. There is no litigation outstanding as of March 31, 2021. COVID-19 Pandemic Update In March 2020, the World Health Organization declared a global health pandemic related to the outbreak of a novel coronavirus. The COVID-19 pandemic adversely affected the company’s financial performance in the third and fourth quarters of fiscal year 2020 and could have an impact throughout fiscal year 2021. In response to the COVID-19 pandemic, government health officials have recommended and mandated precautions to mitigate the spread of the virus, including shelter-in-place orders, prohibitions on public gatherings and other similar measures. There is uncertainty around the duration and breadth of the COVID-19 pandemic, as well as the impact it will have on the company’s operations, supply chain and demand for its products. As a result, the ultimate impact on the company’s business, financial condition or operating results cannot be reasonably estimated at this time. On June 4, 2020, the Company entered a $11,593 note payable to Bank of America, pursuant to the Paycheck Protection Program (“PPP Loan”) under the CARES Act. The loan remains outstanding but is expected to be forgiven by the U.S. government based on guidance from the Company’s commercial bank, Bank of America. The SBA forgave this loan subsequent to quarter end. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 8 – INCOME TAXES The Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 believed that it should not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years. Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on March 31, 2021 and December 31, 2020 will not be fully realizable. The Company is current with franchise tax board fees due to the State of California and intends to prepare tax statements for the federal and state requirements for 2020. Today, the Company is current with its federal and state tax filings. |
Warrants and Options
Warrants and Options | 3 Months Ended |
Mar. 31, 2021 | |
Warrants And Options | |
Warrants and Options | Note 9 – WARRANTS AND OPTIONS At March 31, 2021 and December 31, 2020, a total of 1,163,660,714 and 713,571,428 warrants were outstanding, respectively On March 20, 2021 the Company issued 100,000,000 warrants with a strike price of $0.01 and a five-year expiration to Online Energy Manager as consideration for a software license. On March 31, 2021 The Company issued 50,000,000 warrants with a strike price of $0.01and an three-year expiration to Energy Intelligence as consideration on the asset purchase. |
Equity
Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Equity | Note 10 – EQUITY During the three months ended March 31, 2021 third-party lenders converted $563,643 of principle, interest and penalties into 905,435,038 shares of no-par common stock On January 21, 2021 the Company issued a third-party lender 10,000,000 shares of no-par common stock for loan cost of $20,000. On February 27, 2021, the Company issued a consultant 300,000 shares of no-par common stock for investor relations services of $4,140. On March 1, 2021, the Company issued a consultant 6,250,000 shares of no-par common stock for consulting services of $95,500. On March 31, 2021, the Company sold 65,000,000 shares of common no-par stock for $250,00, as part of an equity line of credit During February 2021 the Company sold 2,750,000 Series A Preferred shares for $275,000. On January 1, 2021, the Company issued a consultant 25,000 Series B Preferred shares for services valued at $5,500. On January 6, 2021, the Company issued 175,000 Series B Preferred shares as a non-refundable deposit to purchase SmartGuard valued at $38,500. On January 6, 2021, the Company issued 175,000 Series B Preferred shares as a refundable deposit to purchase SmartGuard valued at $38,500 On February 11, 2021, the Company issued 100,000 Series B Preferred shares as a non-refundable deposit to purchase PVBJ valued at $80,000. On February 24, 2021, the Company issued 250,000 Series B Preferred shares to purchase assets of Independence LED Lighting LLC valued at $80,000. On March 20, 2021, the Company issued 125,000 Series B Preferred shares to purchase the assets of Energy Intelligence Center LLC valued at $265,000. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | Note 11 – ACQUISITIONS PPE Source International LLC On October 2, 2020, we issued the owner of PPE Source International LLC (PPESI), a provider of PPE to small, medium, and large businesses, institutions, and government customers, 100,000 Series B Preferred Shares for a 180-day exclusive option to purchase his 100% member interests in PPESI. We are in negotiations to extend this purchase option. Purge Virus, LLC On October 19, 2020, we closed the acquisition of 100% of the member interests of Purge Virus, LLC from Charles Szoradi for consideration of two million (2,000,000) Series B Preferred Shares. The purchase maintains PV as a 100% owned subsidiary of FOMO CORP., includes cross-selling relationships with Mr. Szoradi’s 100% owned LED company Independence LED and 33% owned energy management software company Energy Intelligence Center (EIC), and JV partner Company PPE Source International LLC. Independence LED Lighting, LLC On January 3, 2021, the Company offered to purchase 100% of the assets of Independence LED Lighting, LLC (“ILED”) for 250,000 1% Series B Preferred Shares and the assumption of critical vendor liabilities, subject to customer due diligence and legal review. ILED is an entity controlled by Charles Szoradi, CEO of FOMO’s Purge Virus LLC subsidiary acquired on October 19, 2020. The letter of intent (LOI) was approved by ILED’s Board of Directors and signed by Szoradi on January 5, 2021. On February 12, 2021, the Company closed the asset purchase of Independence LED Lighting, LLC for total consideration of 250,000 Restricted Series B Preferred Shares and the assumption of no debt. The assets were recorded at the fair value of the Series B Preferred shares of $660,000. Energy Intelligence Center, LLC On March 6, 2021, we completed an Asset Purchase Agreement to acquire 100% of the assets of Energy Intelligence Center, LLC. The Company paid Energy Intelligence 125,000 Series B Preferred Shares and 50,000,000 Common Stock Warrants with 3-year exercise term and an exercise price one cent. The assets were recorded at the fair value of the Series B Preferred shares and warrants of $361,995. Online Energy Manager, LLC On March 4, 2021, the Company signed a Licensing/ Strategic Agreement with Online Energy Manager, LLC (“OEM”). Under the agreement, OEM granted the Company a two-year non-exclusive right to license ENCORE-CI, the patented and other intellectual property of OEM. The Company shall pay a license fee of 7.50% of gross revenue per project for ENCORE-CI projects. The license is renewable beyond the two-year term if the Company generates a minimum of $100,000 in license fees in the second year. OEM granted the Company a three-year option to purchase the assets of OEM for a cash payment of $10,000,000 and a two year option to purchase 19.90% of OEM Membership Units for a cash payment of $2,000,000. As consideration, the Company granted OEM a five-year warrant to acquire 100,000,000 shares of the Company’s stock at an exercise price of $0.010 per share. If the shares are registered and the stock closes over $0.03 per share for 20 sessions out of the prior 30 sessions, the warrants shall be callable. The warrants were valued at $194,000. SmartGuard Holdings LLC On January 5, 2021, the Company and the principals of SmartGuard Holdings LLC entered into a six-month exclusive Agreement to explore acquisition of, investment in and/or partnership with 100% of SmartGuard Holdings LLC, consisting of: ● 75% interest in SmartGuard Financing LLC, which is the exclusive sales and financing arm for an expanding portfolio of SmartGuard Disinfection & Robotic Products consisting of a disinfection robot, disinfection locker and cart wash plus 100% of the income from the financing of Cyberclean Systems, LLC’s robotic products. ● 25% interest in GNW Technologies LLC (owner of Cyberclean Systems, LLC) plus an option to acquire an additional 25.1% of GNW. Cyberclean’s revenues consist of robot deployment revenues (80% of total) and RaaS (Robots as a Service) and EaaS (Energy as a Service) revenues (20% of total) ● 100% of SmartGuard Energy Solutions LLC including 100% interest in LED Funding LLC, whose revenues are derived from installation of LED lighting and energy efficiency control. Consideration for the Agreement was 175,000 1% Series B Preferred Shares, valued at $17,500. Ecolite Holdings LLC On January 10, 2021, the Company offered to purchase 100% of the Member Interests of Ecolite Holdings LLC (“Ecolite” for the following consideration: 1) 2,549,383 Restricted 1% Series B Preferred Shares, 2) $2,000,000 cash, 3) $750,000 two-year 8% redeemable seller note, 4) a three-year earn-out of annual profits greater than $960,000, and 5) stock option grants to key employees in admin and sales/marketing. Ecolite is an entity controlled by John Kelly, a FOMO Advisory Board member and owner of PPE Source International LLC (“PPESI”), a business partner of FOMO’s wholly owned subsidiary Purge Virus LLC (“PV”). The letter of intent (LOI) was approved by FOMO’s Board of Directors and executed by John Kelly and FOMO’s CEO on January 10, 2021. Other On February 7, 2021, the Company extended an offer to acquire a nationwide HVAC services contractor. Consideration will include 650,000 restricted Series B Preferred Shares, $1,000,000 cash and a $500,000 two-year seller note. The Company |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 12 – SUBSEQUENT EVENTS On April 9, 2021, the Company issued a consultant 6,250,000 shares of no-par common shares for consulting services. On April 24, 2021, the Company issued 2,300 Series B Preferred shares for consulting services. On April 20, 2021, the Company issued 25,000 Series B Preferred shares for consulting services relating to Kanab Corp. On April 8, 2021, a third-party lender funded the Company $103,500 in a 22% convertible debenture due April 8, 2022. The transaction netted the Company $100,000 after $3,500 loan fees. On April 16, 2021, the Company extended the LOI’s to purchase Ecolite and PPE Source International LLC until July 1, 2021 On April 14, 2021, the Company signed an agreement to purchase 100% interest in Lux Solutions LLC for $5,000,000. The purchase price is payable $1,250,000 in cash, $1,250,000 note payable and 1,250,000 series B Preferred shares at $.002 per share. On April 14, 2021, the Company signed an agreement to purchase 100% interest in LED IV Funding LLC for $7,000,000. The purchase price is payable $1,750,000 in cash, $1,750,000 note payable and 1,750,000 series B Preferred shares at $.002 per share. On April 22, 2021, the Company issued Brokerwebs LLC 25,000 Series B Preferred shares as a retainer for one-year administration of its cannabis social network Kanab Club 2.0 www.kanab.club On May 18, 2021, the Company incorporated FOMO ADVISORS LLC, a Wyoming limited liability company, as a wholly owned public/private merchant banking subsidiary. On May 18, 2021, the Company restored FOMO CORP. (private), a Wyoming C-Corp. by the same name, to good standing. Management intends to utilize the vehicle as a strategic asset to develop cryptocurrencies to be named “FOMO COIN” and “KANAB COIN” or other. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“US GAAP”). |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with US 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 accounts payable, the recoverability of long-term assets, and the valuation of derivative liabilities. |
Consolidation | Consolidation The consolidated financial statements of the Company include the Company and its wholly owned subsidiary, Purge Virus, LLC. All material intercompany balances and transactions have been eliminated in consolidation. |
Cash | Cash Cash consists of deposits in one large national bank. On March 31, 2021 and December 31, 2020, respectively, the Company had $269,002 and $12,069 in cash in the United States. 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 | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash accounts payable, accrued liabilities, short-term debt, and derivative liability, the carrying amounts approximate their fair values due to their short maturities. We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurement) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows: Level 1 input to the valuation methodology are quoted prices for identical assets or liabilities in active markets. The Company’s investment in Mobicard Inc., see Note 4, is actively traded on the pink sheets. Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. The Company’s analyses of all financial instruments with features of both liabilities and equity under ASC 480, “Distinguishing Liabilities from Equity,” and ASC 815. We have recorded the conversion option on notes as a derivative liability because of the variable conversion price, which in accordance with U.S. GAAP, prevents them from being considered as indexed to our stock and qualified for an exception to derivative accounting. We recognize derivative instruments as either assets or liabilities on the accompanying balance sheets at fair value. We record changes in the fair value of the derivatives in the accompanying statement of operations. Assets and liabilities measured at fair value are as follows as of March 31,2021: Total Level 1 Level 2 Level 4 Assets Investments 168,000 168,000 Total assets measured at fair value 168,000 168,000 Liabilities Derivative liability 2,209,605 2,209,605 Total liabilities measured at fair value 2,209,605 2,209,605 Assets and liabilities measured at fair value are as follows as of December 31, 2020: Total Level 1 Level 2 Level 4 Assets Investments 168,000 168,000 Total assets measured at fair value 168,000 168,000 Liabilities Derivative liability 834,230 834,230 Total liabilities measured at fair value 834,230 834,230 The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2019 $ 893,171 Fair value of derivative liabilities 266,068 Loss on conversion (483,793 ) Gain on change in derivative liabilities 158,784 Balance as of December 31, 2020 $ 834,230 Balance as of December 31, 2020 $ 834,230 Fair value of derivative liabilities 2,750,749 Loss on conversion (1,375,374 ) Gain on change in derivative liabilities 0 Balance as of March 31, 2021 $ 2,209,605 |
Earnings Per Share (EPS) | Earnings Per Share (EPS) Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS assumes that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the year ended December 31, 2020 and 2019, the Company generated no revenues and incurred substantial losses, of which the vast majority were due to mostly non-cash charges for accrued interest, penalties and derivative charges related to convertible debt instruments. Therefore, the effect of any common stock equivalents on EPS is anti-dilutive during those periods. |
Income Taxes | Income Taxes The Company utilizes FASB Accounting Standards Codification (ASC) Topic 740, Income Taxes, which requires recognition of deferred tax assets and liabilities for the expected future tax consequences of events that were included in the financial statements or tax returns. Under this method, deferred income taxes are recognized for the tax consequences in future years of differences between the tax bases of assets and liabilities and their financial reporting amounts at each period end based on enacted tax laws and statutory tax rates applicable to the periods in which the differences are expected to affect taxable income. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount expected to be realized. ASC 740 provides accounting and disclosure guidance about positions taken by an organization in its tax returns that might be uncertain. When tax returns are filed, it is likely that some positions taken would be sustained upon examination by the taxing authorities, while others are subject to uncertainty about the merits of the position taken or the amount of the position that would be ultimately sustained. The benefit of a tax position is recognized in the financial statements in the period during which, based on all available evidence, management believes it is more likely than not that the position will be sustained upon examination, including the resolution of appeals or litigation processes, if any. Tax positions taken are not offset or aggregated with other positions. Tax positions that meet the more-likely-than-not recognition threshold are measured as the largest amount of tax benefit that is more than 50 percent likely of being realized upon settlement with the applicable taxing authority. The portion of the benefits associated with tax positions taken that exceeds the amount measured as described above is reflected as a liability for unrecognized tax benefits in the accompanying balance sheets along with any associated interest and penalties that would be payable to the taxing authorities upon examination. Interest associated with unrecognized tax benefits is classified as interest expense and penalties are classified in selling, general and administrative expenses in the statements of income. On March 31, 2021 and December 31, 2020, the Company had not taken any significant uncertain tax positions on its tax returns for the period ended December 31, 2020 and prior years or in computing its tax provisions for any years. Prior management considered its tax positions, and believed that all of the positions taken by the Company in its Federal and State tax returns were more likely than not to be sustained upon examination. The Company is subject to examination by U.S. Federal and State tax authorities from inception to present, generally for three years after they are filed. New management, which took control of the Company on March 5, 2019, has filed federal and state taxes in California, Illinois and Pennsylvania as required and had brought the Company current in all regards. |
Concentration of Credit Risk | Concentration of Credit Risk Cash is mainly maintained by one highly qualified institution in the United States. At no time were such amounts more than federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash. |
Risks and Uncertainties | Risks and Uncertainties The Company is subject to risks from, among other things, competition associated with the industry in general, other risks associated with financing, liquidity requirements, rapidly changing customer requirements, limited operating history and the volatility of public markets. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at the amount management expects to collect from outstanding balances. The Company provides for probable uncollectible amounts based upon its assessment of the current status of the individual receivables and after using reasonable collection efforts. The allowance for doubtful accounts as of March 31, 2021 and December 31, 2020 was zero. |
Revenue Recognition | Revenue Recognition The Company recognizes revenues in accordance with Accounting Standards Codification (“ ASC” |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for all stock-based compensation using a fair value-based method. The fair value of equity-classified awards granted to employees is estimated on the date of the grant using the Black-Scholes option-pricing model and the related stock-based compensation expense is recognized over the vesting period during which an employee is required to provide service in exchange for the award. |
Goodwill and Other Acquired Intangible Assets | 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 at least annually for impairment, historically during our fourth quarter. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets and Liabilities | Assets and liabilities measured at fair value are as follows as of March 31,2021: Total Level 1 Level 2 Level 4 Assets Investments 168,000 168,000 Total assets measured at fair value 168,000 168,000 Liabilities Derivative liability 2,209,605 2,209,605 Total liabilities measured at fair value 2,209,605 2,209,605 Assets and liabilities measured at fair value are as follows as of December 31, 2020: Total Level 1 Level 2 Level 4 Assets Investments 168,000 168,000 Total assets measured at fair value 168,000 168,000 Liabilities Derivative liability 834,230 834,230 Total liabilities measured at fair value 834,230 834,230 |
Schedule of Reconciliation of Derivative Liability | The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value: Balance as of December 31, 2019 $ 893,171 Fair value of derivative liabilities 266,068 Loss on conversion (483,793 ) Gain on change in derivative liabilities 158,784 Balance as of December 31, 2020 $ 834,230 Balance as of December 31, 2020 $ 834,230 Fair value of derivative liabilities 2,750,749 Loss on conversion (1,375,374 ) Gain on change in derivative liabilities 0 Balance as of March 31, 2021 $ 2,209,605 |
Convertible Note Payables (Tabl
Convertible Note Payables (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Convetible Notes Outstanding | As of March 31, 2021, the Company had the following third-party convertible notes outstanding: Lender Origination Maturity Amount Interest Note GS Capital 01/20/21 01/20/22 205,000 12.0 % Total $ 205,000 less discount 0 Net $ 205,000 |
Schedule of Fair Value Assumption | The variables used for the Black-Scholes model are as listed below: March 31, 2021 December 31, 2020 ● Volatility: 253% - 466% Volatility: 253% - 466% ● Risk free rate of return: 1.24%- 1.53% Risk free rate of return: 1.24% - 1.53% ● Expected term: 1-3 years Expected term: 1-3 years |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Accounting Policies [Abstract] | ||
Cash | $ 269,002 | $ 12,069 |
Allowance for doubtful accounts | $ 0 | $ 0 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Fair Value of Assets and Liabilities (Details) - USD ($) | Mar. 31, 2021 | Dec. 31, 2020 |
Investments | $ 168,000 | $ 168,000 |
Total assets measured at fair value | 168,000 | 168,000 |
Derivative liability | 2,209,605 | 834,230 |
Total liabilities measured at fair value | 2,209,605 | 834,230 |
Level 1 [Member] | ||
Investments | 168,000 | 168,000 |
Total assets measured at fair value | 168,000 | 168,000 |
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 2 [Member] | ||
Investments | ||
Total assets measured at fair value | ||
Derivative liability | ||
Total liabilities measured at fair value | ||
Level 3 [Member] | ||
Investments | ||
Total assets measured at fair value | ||
Derivative liability | 2,209,605 | 834,230 |
Total liabilities measured at fair value | $ 2,209,605 | $ 834,230 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Reconciliation of Derivative Liability (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Accounting Policies [Abstract] | ||
Balance, beginning | $ 834,230 | $ 893,171 |
Fair value of derivative liabilities | 2,750,749 | 266,068 |
Loss on conversion | (1,375,374) | (483,793) |
Gain on change in derivative liabilities | 0 | 158,784 |
Balance, ending | $ 2,209,605 | $ 834,230 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||
Accumulated deficit | $ (10,051,875) | $ (7,662,645) | |
Working capital | (2,207,454) | ||
Operating loss | $ (570,614) | $ (50,532) |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | Oct. 19, 2020 | Dec. 31, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | May 02, 2014 |
Acquisition of goodwill | $ 596,906 | $ 596,906 | |||
Mobicard Inc [Member] | |||||
Number of shares exchanged | 210,000,000 | ||||
Share price | $ 0.0008 | $ 0.0023 | |||
Investment amount | $ 168,000 | $ 483,000 | |||
Kanab Corp [Member] | |||||
Share price | $ 0.0001 | ||||
Number of shares received for services | 1,000,000 | ||||
Purge Virus LLC [Member] | |||||
Ownership interest percentage | 100.00% | ||||
Preferred Class B [Member] | |||||
Number of shares issued | 400,000 | ||||
Series B Preferred Stock [Member] | Purge Virus LLC [Member] | |||||
Number of shares issued for consideration, value | $ 800,000 | ||||
Acquisition of intangible assets | 225,000 | ||||
Acquisition of goodwill | $ 596,906 | ||||
Series B Preferred Stock [Member] | Purge Virus LLC [Member] | Minimum [Member] | |||||
Acquisition of intangible assets useful lives | 3 years | ||||
Series B Preferred Stock [Member] | Purge Virus LLC [Member] | Maximum [Member] | |||||
Acquisition of intangible assets useful lives | 10 years | ||||
Series B Preferred Stock [Member] | Purge Virus LLC [Member] | Fomo Corp [Member] | |||||
Number of shares issued for consideration | 2,000,000 |
Related Parties Transactions (D
Related Parties Transactions (Details Narrative) - USD ($) | Mar. 06, 2019 | Mar. 31, 2021 |
Outstanding balance | $ 7,532 | |
Vikram Grover [Member] | ||
Officer's compensation | $ 12,500 | |
Compensation payable in cash | $ 5,000 | |
Number of warrants issued | 100,000,000 | |
Exercise price of warrants | $ 0.001 | |
Warrants expiration, term | 3 years | |
Vikram Grover [Member] | ||
Compensation payable in cash | $ 7,500 | |
Officer's compensation payable | $ 5,000 |
Convertible Note Payables (Deta
Convertible Note Payables (Details Narrative) - USD ($) | Jan. 20, 2021 | Oct. 28, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Convertible Notes Payable [Member] | ||||
Debt interest rate | 12.00% | |||
Amortized of debt discount | $ 0 | $ 63,350 | ||
Debt instrument, maturity date | Jan. 20, 2022 | |||
Third Parties [Member] | ||||
Debt interest rate | 22.00% | |||
Debt conversion shares issued, value | $ 563,643 | $ 809,292 | ||
Debt conversion shares issued | 905,435,038 | 2,936,347,316 | ||
Third Parties [Member] | Minimum [Member] | ||||
Debt interest rate | 10.00% | |||
Third Parties [Member] | Maximum [Member] | ||||
Debt interest rate | 12.00% | |||
Third-Party Lender [Member] | ||||
Debt interest rate | 12.00% | 12.00% | ||
Amortized of debt discount | $ 15,000 | |||
Debt instrument, face amount | $ 205,000 | $ 115,000 | ||
Debt instrument, maturity date | Jan. 20, 2022 | Oct. 28, 2021 | ||
Proceeds from convertible debt | $ 180,000 | $ 98,000 | ||
Placement agent and loan fees | $ 25,000 | $ 2,000 |
Convertible Note Payables - Sch
Convertible Note Payables - Schedule of Convetible Notes Outstanding (Details) | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Total convertible notes payable | $ 205,000 |
less discount | 0 |
Convertible note payables, net | $ 205,000 |
Convertible Notes Payable [Member] | |
Lender | GS Capital |
Origination Date | Jan. 20, 2021 |
Maturity | Jan. 20, 2022 |
Interest | 12.00% |
Total convertible notes payable | $ 205,000 |
Convertible Note Payables - S_2
Convertible Note Payables - Schedule of Fair Value Assumption (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Minimum [Member] | ||
Expected term | 1 year | 1 year |
Maximum [Member] | ||
Expected term | 3 years | 3 years |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentage | 253 | 253 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentage | 466 | 466 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair value assumptions, measurement input, percentage | 1.24 | 1.24 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair value assumptions, measurement input, percentage | 1.53 | 1.53 |
Commitments and Contingencies (
Commitments and Contingencies (Details Narrative) - USD ($) | 3 Months Ended | |
Mar. 31, 2021 | Jun. 04, 2020 | |
Litigation expenses | $ 0 | |
Paycheck Protection Program [Member] | ||
Note payable | $ 11,593 |
Warrants and Options (Details N
Warrants and Options (Details Narrative) - $ / shares | Mar. 31, 2021 | Mar. 20, 2021 | Dec. 31, 2020 |
Warrants outstanding | 1,163,660,714 | 713,571,428 | |
Energy Intelligence [Member] | |||
Number of warrants issued | 50,000,000 | ||
Warrant strike price per share | $ 0.01 | ||
Warrants term | 3 years | ||
Online Energy Manager [Member] | |||
Number of warrants issued | 100,000,000 | ||
Warrant strike price per share | $ 0.01 | ||
Warrants term | 5 years |
Equity (Details Narrative)
Equity (Details Narrative) - USD ($) | Mar. 31, 2021 | Mar. 20, 2021 | Mar. 01, 2021 | Feb. 27, 2021 | Feb. 24, 2021 | Feb. 11, 2021 | Jan. 21, 2021 | Jan. 06, 2021 | Jan. 06, 2021 | Jan. 02, 2021 | Feb. 28, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Shares issued during the period, value | $ 250,000 | ||||||||||||
Shares issued during the period for service, value | 20,000 | ||||||||||||
Number of sale of stock | 65,000,000 | ||||||||||||
Line of credit | $ 25,000 | 25,000 | |||||||||||
Shares issued during the period for purchase assets, value | 925,000 | ||||||||||||
Series A Preferred Stock [Member] | |||||||||||||
Number of sale of stock | 2,750,000 | ||||||||||||
Number of sale of stock, value | $ 275,000 | ||||||||||||
Series B Preferred Stock [Member] | SmartGuard [Member] | |||||||||||||
Shares issued during the period | 175,000 | 175,000 | |||||||||||
Non-refundable deposit | $ 38,500 | ||||||||||||
Refundable deposit | $ 38,500 | ||||||||||||
Series B Preferred Stock [Member] | PVBJ [Member] | |||||||||||||
Shares issued during the period | 100,000 | ||||||||||||
Non-refundable deposit | $ 80,000 | ||||||||||||
Series B Preferred Stock [Member] | Independence LED Lighting [Member] | |||||||||||||
Shares issued during the period for purchase assets | 250,000 | ||||||||||||
Shares issued during the period for purchase assets, value | $ 80,000 | ||||||||||||
Series B Preferred Stock [Member] | Energy Intelligence [Member] | |||||||||||||
Shares issued during the period for purchase assets | 125,000 | ||||||||||||
Shares issued during the period for purchase assets, value | $ 265,000 | ||||||||||||
Third Parties [Member] | |||||||||||||
Debt conversion shares issued, value | $ 563,643 | $ 809,292 | |||||||||||
Debt conversion shares issued | 905,435,038 | 2,936,347,316 | |||||||||||
Third-Party Lender [Member] | |||||||||||||
Shares issued during the period | 10,000,000 | ||||||||||||
Shares issued during the period, value | $ 20,000 | ||||||||||||
Consultant [Member] | |||||||||||||
Shares issued during the period for service | 6,250,000 | 300,000 | |||||||||||
Shares issued during the period for service, value | $ 95,500 | $ 4,140 | |||||||||||
Consultant [Member] | Series B Preferred Stock [Member] | |||||||||||||
Shares issued during the period for service | 25,000 | ||||||||||||
Shares issued during the period for service, value | $ 5,500 |
Acquisitions (Details Narrative
Acquisitions (Details Narrative) - USD ($) | Oct. 02, 2021 | Mar. 06, 2021 | Mar. 04, 2021 | Feb. 07, 2021 | Jan. 10, 2021 | Jan. 05, 2021 | Jan. 03, 2021 | Oct. 19, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Common stock issued | 5,700,528,159 | 4,713,543,121 | ||||||||
Note Warrant [Member] | ||||||||||
Fair value of the Series B Preferred shares | $ 750,000 | |||||||||
Redeemable seller note | 8.00% | |||||||||
Proceeds from previous acquisition | $ 960,000 | |||||||||
Fomo Corp [Member] | Cyberclean Systems, LLC [Member] | ||||||||||
Minority interest ownership percentage | 100.00% | |||||||||
Series B Preferred Stock [Member] | ||||||||||
Restricted preferred stock | 650,000 | |||||||||
Fair value of the Series B Preferred shares | $ 1,000,000 | |||||||||
Series B Preferred Stock [Member] | Two Year Warrant [Member] | ||||||||||
Fair value of the Series B Preferred shares | $ 500,000 | |||||||||
PPE Source International LLC [Member] | Series B Preferred Stock [Member] | Fomo Corp [Member] | ||||||||||
Number of shares issued for acquisition | 100,000 | |||||||||
Option purchase percentage | 100.00% | |||||||||
Purge Virus LLC [Member] | Series B Preferred Stock [Member] | Fomo Corp [Member] | ||||||||||
Number of shares issued for acquisition | 2,000,000 | |||||||||
Option purchase percentage | 100.00% | |||||||||
Purge Virus LLC [Member] | Series B Preferred Stock [Member] | Szoradi [Member] | ||||||||||
Ownership percentage description | On October 19, 2020, we closed the acquisition of 100% of the member interests of Purge Virus, LLC from Charles Szoradi for consideration of two million (2,000,000) Series B Preferred Shares. The purchase maintains PV as a 100% owned subsidiary of FOMO CORP., includes cross-selling relationships with Mr. Szoradi's 100% owned LED company Independence LED and 33% owned energy management software company Energy Intelligence Center (EIC), and JV partner Company PPE Source International LLC. | |||||||||
Independence LED Lighting [Member] | Fomo Corp [Member] | ||||||||||
Number of shares issued for acquisition | 250,000 | |||||||||
Option purchase percentage | 100.00% | |||||||||
Ownership percentage description | On January 3, 2021, the Company offered to purchase 100% of the assets of Independence LED Lighting, LLC ("ILED") for 250,000 1% Series B Preferred Shares and the assumption of critical vendor liabilities, subject to customer due diligence and legal review. | |||||||||
Restricted preferred stock | 250,000 | |||||||||
Fair value of the Series B Preferred shares | $ 660,000 | |||||||||
Energy Intelligence Center LLC [Member] | Asset Purchase Agreement [Member] | Fomo Corp [Member] | ||||||||||
Number of shares issued for acquisition | 125,000 | |||||||||
Option purchase percentage | 100.00% | |||||||||
Fair value of the Series B Preferred shares | $ 361,995 | |||||||||
Energy Intelligence Center LLC [Member] | Series B Preferred Stock [Member] | Asset Purchase Agreement [Member] | ||||||||||
Common stock issued | 50,000,000 | |||||||||
Warrant term | 3 years | |||||||||
Online Energy Manager LLC [Member] | Asset Purchase Agreement [Member] | ||||||||||
License fee description | The Company shall pay a license fee of 7.50% of gross revenue per project for ENCORE-CI projects. The license is renewable beyond the two-year term if the Company generates a minimum of $100,000 in license fees in the second year. | |||||||||
Payment to acquire asset | $ 10,000,000 | |||||||||
Asset acquisition description | OEM granted the Company a three-year option to purchase the assets of OEM for a cash payment of $10,000,000 and a two year option to purchase 19.90% of OEM Membership Units for a cash payment of $2,000,000. | |||||||||
Cash payment membership unit | $ 2,000,000 | |||||||||
Online Energy Manager LLC [Member] | Asset Purchase Agreement [Member] | Two Year Warrant [Member] | ||||||||||
Number of shares issued for acquisition | 100,000,000 | |||||||||
Asset acquisition description | If the shares are registered and the stock closes over $0.03 per share for 20 sessions out of the prior 30 sessions, the warrants shall be callable. The warrants were valued at $194,000. | |||||||||
Class of warrant exercise price | $ 0.010 | |||||||||
SmartGuard Holdings LLC [Member] | Fomo Corp [Member] | ||||||||||
Minority interest ownership percentage | 75.00% | |||||||||
SmartGuard Holdings LLC [Member] | Six Month Exclusive Agreement [Member] | Fomo Corp [Member] | ||||||||||
Option purchase percentage | 100.00% | |||||||||
GNW Technologies LLC [Member] | ||||||||||
Number of shares issued for acquisition | 175,000 | |||||||||
Ownership percentage description | Consideration for the Agreement was 175,000 1% Series B Preferred Shares, valued at $17,500. | |||||||||
Fair value of the Series B Preferred shares | $ 17,500 | |||||||||
Minority interest description | Cyberclean's revenues consist of robot deployment revenues (80% of total) and RaaS (Robots as a Service) and EaaS (Energy as a Service) revenues (20% of total) | |||||||||
GNW Technologies LLC [Member] | Fomo Corp [Member] | ||||||||||
Minority interest ownership percentage | 25.00% | |||||||||
Additional minority interest ownership percentage | 25.10% | |||||||||
Ecolite Holdings LLC [Member] | Fomo Corp [Member] | ||||||||||
Number of shares issued for acquisition | 2,549,383 | |||||||||
Option purchase percentage | 100.00% | |||||||||
Fair value of the Series B Preferred shares | $ 2,000,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | Apr. 08, 2022 | Apr. 24, 2021 | Apr. 20, 2021 | Apr. 14, 2021 | Apr. 09, 2021 | Apr. 08, 2021 | Jan. 20, 2021 | Oct. 28, 2020 | Apr. 22, 2021 | Mar. 31, 2021 |
Total convertible notes payable | $ 205,000 | |||||||||
Third-Party Lender [Member] | ||||||||||
Borrowed amount | $ 205,000 | $ 115,000 | ||||||||
Interest | 12.00% | 12.00% | ||||||||
Debt maturity date | Jan. 20, 2022 | Oct. 28, 2021 | ||||||||
Proceeds from convertible debt | $ 180,000 | $ 98,000 | ||||||||
Subsequent Event [Member] | ||||||||||
Proceeds from convertible debt | $ 100,000 | |||||||||
Loan fee | 3,500 | |||||||||
Preferred Stock, Shares Issued | 25,000 | |||||||||
Subsequent Event [Member] | Lux Solutions LLC [Member] | Fomo Corp [Member] | Purchase Agreement [Member] | ||||||||||
Purchase option Percent | 100.00% | |||||||||
Payments to acquire interest | $ 5,000,000 | |||||||||
Subsequent Event [Member] | LED IV Funding LLC [Member] | Purchase Agreement [Member] | ||||||||||
Total convertible notes payable | $ 1,750,000 | |||||||||
Shares issued, price per share | $ 0.002 | |||||||||
Subsequent Event [Member] | LED IV Funding LLC [Member] | Fomo Corp [Member] | Purchase Agreement [Member] | ||||||||||
Purchase option Percent | 100.00% | |||||||||
Payments to acquire interest | $ 7,000,000 | |||||||||
Subsequent Event [Member] | Consultant [Member] | ||||||||||
Number of shares issued | 6,250,000 | |||||||||
Subsequent Event [Member] | Third-Party Lender [Member] | ||||||||||
Borrowed amount | $ 103,500 | |||||||||
Interest | 22.00% | |||||||||
Debt maturity date | Apr. 8, 2022 | |||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||
Number of shares issued | 2,300 | 25,000 | ||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | Purchase Agreement [Member] | ||||||||||
Total convertible notes payable | $ 1,250,000 | |||||||||
Shares issued, price per share | $ 0.002 |