Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2022 | Mar. 24, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | As previously reported in the Registrant’s Current Reports on Form 8-K, filed with the Securities and Exchange Commission (the “SEC”) on November 16, 2022 and November 18, 2022, the Board of Directors of FOMO WORLDWIDE, INC. previously known as “FOMO WORLDWIDE, INC.” (the “Company”) concluded that the Company’s unaudited financial statements for the period ended June 30, 2022, included in its Quarterly Report on Form 10-Q filed with the SEC on August 15, 2022, contained material misstatements and should not be relied upon. The misstatement related to accounting errors attributable to our revenue recognition policies. In particular, our percentage of completion calculations as well as work in progress (“WIP”) billings and our inventory for our wholly owned subsidiary, SMARTSolution Technologies, LP., were incorrect. See note 13 included herein for additional details. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2022 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2022 | |
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 | 831 W North Ave, | |
Entity Address, City or Town | Pittsburgh | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 15233 | |
City Area Code | (630) | |
Local Phone Number | 708-0750 | |
Title of 12(b) Security | Common | |
Trading Symbol | FOMC | |
Entity Current Reporting Status | No | |
Entity Interactive Data Current | No | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 8,620,188,088 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Current Assets | ||
Cash | $ 233,688 | $ 94,224 |
Accounts receivable - net | 1,196,170 | 36,790 |
Loan receivable - related party | 41,132 | 53,732 |
Inventory - net | 499,234 | 8,114 |
Prepaids and other | 63,363 | 223 |
Total Current Assets | 2,033,587 | 193,083 |
Property and equipment - net | 80,239 | |
Operating lease - right-of-use asset | 316,460 | |
Goodwill | 1,443,688 | |
Investments | 228,206 | 765,463 |
Total Assets | 4,102,180 | 958,546 |
Current Liabilities | ||
Accounts payable and accrued expenses | 914,338 | 40,117 |
Accounts receivable credit facility | 754,695 | |
Operating lease liability | 60,472 | |
Convertible notes payable - net | 546,353 | 89,305 |
Loans payable- other | 204,608 | |
Loan payable - related parties | 9,491 | 22,714 |
Preferred dividends payable | 92,892 | |
Deferred revenue | 1,116,315 | 11,100 |
Derivative liabilities | 958,406 | 1,105,537 |
Total Current Liabilities | 4,657,570 | 1,268,773 |
Long Term Liabilities | ||
Loans payable - related parties | 90,880 | |
Convertible notes payable - related party - net | 195,000 | |
Operating lease liability | 260,950 | |
Total Long-Term Liabilities | 546,830 | |
Total Liabilities | 5,204,400 | 1,268,773 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, value | ||
Common stock, no par value, 20,000,000,000 shares authorized 8,185,213,242 and 7,177,931,757 shares issued and outstanding, respectively | 8,941,860 | 8,631,776 |
Additional paid-in capital | 13,185,477 | 11,301,942 |
Accumulated deficit | (23,230,891) | (20,245,145) |
Total Stockholders’ Equity (Deficit) | (1,102,220) | (310,227) |
Total Liabilities and Stockholders’ Equity (Deficit) | 4,102,180 | 958,546 |
Preferred Class A [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, value | 575 | 575 |
Preferred Class B [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, value | 659 | 525 |
Preferred Class C [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock, value | $ 100 | $ 100 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2022 | Dec. 31, 2021 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares designated | 20,000,000,000 | 20,000,000,000 |
Common stock, shares, issued | 8,185,213,242 | 7,177,931,757 |
Common stock, shares, outstanding | 8,185,213,242 | 7,177,931,757 |
Preferred Class A [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 78,000,000 | 78,000,000 |
Preferred stock, shares issued | 5,750,000 | 5,750,000 |
Preferred stock, shares outstanding | 5,750,000 | 5,750,000 |
Preferred Class B [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 20,000,000 | 20,000,000 |
Preferred stock, shares issued | 6,839,982 | 5,249,982 |
Preferred stock, shares outstanding | 6,839,982 | 5,249,982 |
Preferred Class C [Member] | ||
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares designated | 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 |
Consolidated Statements of Oper
Consolidated Statements of Operations (Unaudited) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
Income Statement [Abstract] | ||||||
Sales - net | $ 2,888,628 | $ 105,471 | $ 3,480,919 | $ 256,863 | ||
Cost of sales | 2,668,240 | 65,285 | 3,189,087 | 197,506 | ||
Gross profit | 220,388 | 40,186 | 291,832 | 59,357 | ||
General and administrative expenses | 457,485 | 826,286 | 1,681,309 | 1,416,071 | ||
Loss from operations | (237,097) | (786,100) | (1,389,477) | (1,356,714) | ||
Other income (expense) | ||||||
Interest expense | (189,070) | 445,622 | (247,172) | 234,310 | ||
Amortization of debt discount | (146,916) | (352,692) | ||||
Change in fair value of derivative liabilities | (14,109) | 1,800,000 | (16,825) | 424,626 | ||
Derivative expense | (182,695) | (194,887) | ||||
Gain on debt extinguishment (derivative liabilities - convertible debt) | 100,693 | |||||
Gain (loss) on debt extinguishment | (7,896) | (213,587) | (231,930) | |||
Change in fair value of marketable equity securities | (289,263) | (578,907) | ||||
Gain on debt forgiveness | 11,593 | 11,593 | ||||
Loss on investment | (288,406) | (288,406) | ||||
Total other income (expense) - net | (829,949) | 1,968,809 | (1,503,377) | 150,193 | ||
Net income (loss) | $ (1,067,046) | $ (1,825,808) | $ 1,182,709 | $ (2,389,230) | $ (2,892,854) | $ (1,206,521) |
Income (loss) per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 | ||
Weighted average number of shares - basic and diluted | 8,105,085,037 | 5,578,818,213 | 7,776,910,177 | 5,653,234,527 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Preferred Stock [Member] Preferred Class A [Member] | Preferred Stock [Member] Preferred Class B [Member] | Preferred Stock [Member] Preferred Class C [Member] | Common Stock [Member] | Additional Paid-in Capital [Member] | Common Stock Issuable [Member] | Retained Earnings [Member] | Total |
Beginning balance at Dec. 31, 2020 | $ 300 | $ 446 | $ 100 | $ 4,232,960 | $ 3,139,400 | $ 125,000 | $ (7,662,645) | $ (164,439) |
Beginning balance, shares at Dec. 31, 2020 | 3,000,000 | 4,463,815 | 1,000,000 | 4,713,546,121 | ||||
Issuance of stock for services | $ 99,640 | 99,640 | ||||||
Issuance of stock for services, shares | 6,550,000 | |||||||
Warrants issued for services | 194,000 | 194,000 | ||||||
Net income (loss) | (2,389,230) | (2,389,230) | ||||||
Conversion of convertible debt | $ 563,643 | 563,643 | ||||||
Conversion of convertible debt, shares | 905,435,038 | |||||||
Stock issued for loan cost | $ 20,000 | 20,000 | ||||||
Stock issued for loan cost, shares | 10,000,000 | |||||||
Issuance of stock for cash - common stock | $ 250,000 | 250,000 | ||||||
Issuance of stock for cash - common stock, shares | 65,000,000 | |||||||
Issuance of stock for cash - class A preferred stock | $ 275 | 274,725 | 275,000 | |||||
Issuance of stock for cash - class A preferred stock, shares | 2,750,000 | |||||||
Issuance of stock for services | $ 30 | 123,970 | 124,000 | |||||
Issuance of stock for services, shares | 300,000 | |||||||
Issuance of class B preferred stock as non-refundable deposit to acquire business | $ 17 | 38,483 | 38,500 | |||||
Issuance of class B preferred stock as non-refundable deposit to acquire business, shares | 175,000 | |||||||
Issuance of class B preferred stock to acquire assets | $ 38 | 924,962 | 925,000 | |||||
Issuance of class B preferred stock to acquire assets, shares | 375,000 | |||||||
Ending balance at Mar. 31, 2021 | $ 575 | $ 531 | $ 100 | $ 5,166,243 | 4,695,540 | 125,000 | (10,051,875) | (63,886) |
Ending balance, shares at Mar. 31, 2021 | 5,750,000 | 5,313,815 | 1,000,000 | 5,700,531,159 | ||||
Beginning balance at Dec. 31, 2020 | $ 300 | $ 446 | $ 100 | $ 4,232,960 | 3,139,400 | 125,000 | (7,662,645) | (164,439) |
Beginning balance, shares at Dec. 31, 2020 | 3,000,000 | 4,463,815 | 1,000,000 | 4,713,546,121 | ||||
Net income (loss) | (1,206,521) | |||||||
Ending balance at Jun. 30, 2021 | $ 575 | $ 531 | $ 100 | $ 5,342,243 | 4,695,540 | 125,000 | (8,869,166) | 1,294,823 |
Ending balance, shares at Jun. 30, 2021 | 5,750,000 | 5,313,815 | 1,000,000 | 5,775,531,159 | ||||
Beginning balance at Dec. 31, 2020 | $ 300 | $ 446 | $ 100 | $ 4,232,960 | 3,139,400 | 125,000 | (7,662,645) | (164,439) |
Beginning balance, shares at Dec. 31, 2020 | 3,000,000 | 4,463,815 | 1,000,000 | 4,713,546,121 | ||||
Issuance of stock for services | $ 556,664 | |||||||
Issuance of stock for services, shares | 195,321,508 | |||||||
Ending balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | 11,301,942 | (20,245,145) | (310,227) | |
Ending balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | ||||
Beginning balance at Mar. 31, 2021 | $ 575 | $ 531 | $ 100 | $ 5,166,243 | 4,695,540 | 125,000 | (10,051,875) | (63,886) |
Beginning balance, shares at Mar. 31, 2021 | 5,750,000 | 5,313,815 | 1,000,000 | 5,700,531,159 | ||||
Net income (loss) | 1,182,709 | 1,182,709 | ||||||
Issuance of stock for cash - common stock | $ 176,000 | 176,000 | ||||||
Issuance of stock for cash - common stock, shares | 75,000,000 | |||||||
Ending balance at Jun. 30, 2021 | $ 575 | $ 531 | $ 100 | $ 5,342,243 | 4,695,540 | 125,000 | (8,869,166) | 1,294,823 |
Ending balance, shares at Jun. 30, 2021 | 5,750,000 | 5,313,815 | 1,000,000 | 5,775,531,159 | ||||
Beginning balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | 11,301,942 | (20,245,145) | (310,227) | |
Beginning balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | ||||
Issuance of stock in cashless exercise of warrants | ||||||||
Issuance of stock in cashless exercise of warrants, shares | 437,500,000 | |||||||
Issuance of stock for services | $ 65 | 534,935 | 535,000 | |||||
Issuance of stock for services, shares | 650,000 | |||||||
Acquisition of Smart Solutions Technologies, Inc. - net of broker fees | $ 100 | 699,900 | 700,000 | |||||
Acquisition of Smart Solutions Technologies, Inc. - net of broker fees, shares | 1,000,000 | |||||||
Issuance of stock in conversion of debt and accrued interest | $ 310,059 | 310,059 | ||||||
Issuance of stock in conversion of debt and accrued interest, shares | 301,448,152 | |||||||
Conversion of Series B preferred stock into common stock | $ (6) | 6 | ||||||
Conversion of series B preferred stock into common stock, shares | (60,000) | 60,000,000 | ||||||
Warrants issued for services | 209,713 | 209,713 | ||||||
Warrants issued for services - related party | 13,981 | 13,981 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (warrants) | 325,000 | 325,000 | ||||||
Preferred stock dividends | (45,059) | (45,059) | ||||||
Net income (loss) | (1,825,808) | (1,825,808) | ||||||
Ending balance at Mar. 31, 2022 | $ 575 | $ 684 | $ 100 | $ 8,941,835 | 13,085,477 | (22,116,012) | (87,341) | |
Ending balance, shares at Mar. 31, 2022 | 5,750,000 | 6,839,982 | 1,000,000 | 7,976,879,909 | ||||
Beginning balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | 11,301,942 | (20,245,145) | (310,227) | |
Beginning balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | ||||
Net income (loss) | (2,892,854) | |||||||
Ending balance at Jun. 30, 2022 | $ 575 | $ 659 | $ 100 | $ 8,941,860 | 13,185,477 | (23,230,891) | (1,102,220) | |
Ending balance, shares at Jun. 30, 2022 | 5,750,000 | 6,589,982 | 1,000,000 | 8,435,213,242 | ||||
Beginning balance at Mar. 31, 2022 | $ 575 | $ 684 | $ 100 | $ 8,941,835 | 13,085,477 | (22,116,012) | (87,341) | |
Beginning balance, shares at Mar. 31, 2022 | 5,750,000 | 6,839,982 | 1,000,000 | 7,976,879,909 | ||||
Issuance of stock in cashless exercise of warrants | ||||||||
Issuance of stock in cashless exercise of warrants, shares | 208,333,333 | |||||||
Reclassification of financial instruments that ceased to be derivative liabilities (warrants) | 100,000 | 100,000 | ||||||
Preferred stock dividends | (47,833) | (47,833) | ||||||
Net income (loss) | (1,067,046) | (1,067,046) | ||||||
Ending balance at Jun. 30, 2022 | $ 575 | $ 659 | $ 100 | $ 8,941,860 | $ 13,185,477 | $ (23,230,891) | $ (1,102,220) | |
Ending balance, shares at Jun. 30, 2022 | 5,750,000 | 6,589,982 | 1,000,000 | 8,435,213,242 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Operating activities | ||
Net loss | $ (2,892,854) | $ (1,206,521) |
Adjustments to reconcile net loss to net cash used in operations | ||
Stock based compensation | 535,000 | 241,500 |
Warrants issued for services | 209,713 | |
Warrants issued for service - related party | 13,981 | |
Amortization of debt discount | 352,692 | |
Amortization of operating lease - right-of-use asset | 28,769 | |
Depreciation and amortization expense | 2,314 | |
Change in fair value of derivative liabilities | 16,825 | 331,539 |
Derivative expense | 194,887 | |
Gain on debt extinguishment (derivative liabilities - convertible debt) | (100,693) | |
Loss on debt extinguishment | 213,587 | |
Change in fair value of marketable equity securities | 578,907 | |
Gain on debt forgiveness | (11,593) | |
Increase (decrease) in | ||
Accounts receivable | (489,799) | (39,062) |
Inventory | (282,689) | (231,614) |
Prepaids and other | (63,140) | (130,013) |
Accounts payable and accrued expenses | 603,390 | (221) |
Customer deposits | 127,158 | |
Deferred revenue | 433,998 | |
Operating lease liability | (23,807) | |
Net cash used in operating activities | (668,919) | (918,827) |
Investing activities | ||
Cash acquired in acquisition of Smart Solutions Technologies, Inc. | 223,457 | |
Purchase of securities - net of sales | (41,651) | |
Repayment - loan receivable - related party | 13,825 | |
Advance - loan receivable - related party | (1,225) | |
Net cash provided by investing activities | 194,406 | |
Financing investing | ||
Proceeds from loans payable | 266,000 | 188,834 |
Proceeds from issuance of convertible notes | 378,750 | |
Proceeds from issuance of convertible note - related party | 195,000 | |
Repayment of loan receivable | (25,000) | |
Repayments of notes payable - government - SBA | (150,000) | |
Repayments of loans payable - related parties | (211,804) | |
Repayment of loan payable | (61,392) | |
Repayment of notes payable | (525,028) | |
Repayment of convertible note - related party | (32,244) | |
Proceeds from draw downs on accounts receivable credit facility | 3,796,719 | |
Repayment on accounts receivable credit facility | (3,042,024) | |
Proceeds from issuance of Class A preferred stock | 275,000 | |
Proceeds from issuance of common stock | 500,000 | |
Net cash provided by financing activities | 613,977 | 938,834 |
Net increase (decrease) in cash | 139,464 | 20,007 |
Cash - beginning of period | 94,224 | 12,069 |
Cash - end of period | 233,688 | 32,076 |
Supplemental disclosure of cash flow information | ||
Cash paid for interest | ||
Cash paid for income tax | ||
Supplemental disclosure of non-cash investing and financing activities | ||
Right-of-use asset obtained in exchange for new operating lease liability | 345,229 | |
Acquisition of SST in exchange for Class B preferred stock | 700,000 | |
Debt discount recorded in connection with derivative liability | 66,851 | |
Issuance of stock in conversion of debt and accrued interest | 166,850 | 563,643 |
Conversion of Class B preferred stock into common stock | 31 | |
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) | $ 425,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Nature of Operations | Note 1 - Organization and Nature of Operations Organization and Nature of Operations FOMO WORLDWIDE, Inc. (“FOMO,” “we,” “our” or “the Company”), is focused on the sale of its smart board technology as well as related installation services through its wholly-owned subsidiary SMARTSolution Technologies, L.P. (“SST”). 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. FOMO ADVISORS LLC intends to assist private companies in accessing the capital markets through “pass through” investments that allow investors to gain liquidity, while benefiting from direct exposure to private company growth through derivative instruments or other rights. The subsidiary is engaging with strategic targets to introduce them to its network of financial and strategic contacts, provide them management consulting, and create a portfolio of technology investments for future incubation, capital formation, and wealth creation. The Company is currently evaluating its corporate development pipeline and has identified a number of candidates for this capital formation model, though there can be no assurances. Currently, this entity is inactive. On February 28, 2022, the Company acquired SST, see Note 9. In June 2022, the Company applied with the State of California for a name change to FOMO WORLDWIDE, INC. The name change is being reviewed for approval. The parent (FOMO CORP.) and subsidiaries are organized as follows: Schedule of Parent and Subsidiaries Company Name Incorporation Date l State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California FOMO Advisors, LLC (“FOMOAD”) 2021 Wyoming SMARTSolution Technologies, L.P. (“SST”) 1995 1 Pennsylvania IAQ Technologies, LLC (“IAQ”) 2020 2 Pennsylvania Energy Intelligence Center, LLC (“EIC”) 2021 3 Wyoming 1 The Company was acquired on February 28, 2022 2 The Company was acquired in 2020 3 The Company was formed in 2021 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED IAQ Technologies, LLC On October 19, 2020, the Company acquired 100 2,000,000 800,000 ● 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. Operating results for IAQ since its acquisition have not met expectations, Accordingly, the interim chief executive is in the process of reorganizing IAQ. Accordingly, we determined that IAQ’s value was impaired at December 31, 2021. Independence LED Lighting, LLC and Energy Intelligence Center, LLC On February 12, 2021, the Company purchased the assets of Independence LED Lighting, LLC (“iLED”), an affiliate of IAQ, in exchange for the issuance of 250,000 3.3 On March 7, 2021, the Company purchased the assets of Energy Intelligence Center, LLC (“EIC PA”) in exchange for the issuance of 125,000 50,000,000 1,479,121 Following the acquisitions of the assets of iLED and EIC, the Company combined the assets and businesses of iLED and EIC into a newly formed wholly owned subsidiary, Energy Intelligence Center LLC (“EIC Wyoming”). FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The Founder and Former Managing Member of IAQ, iLED and EIC stayed on following the asset acquisitions to run their businesses. However, in July 2021, he stepped down and assumed a consulting role and a new chief executive operating officer was hired to run the businesses of IAQ and EIC Wyoming. Such individual resigned from his position on March 2, 2022 and we then appointed an interim chief executive officer. See Note 9. SMARTSolution Technologies, L.P. On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies L.P. and 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. SST has been engaged in the EdTech business for over 25 years. SST markets its systems to and installs the systems in elementary, middle and high schools, as well as colleges, universities and commercial facilities. A current focus of SST’s business is the sale and installation of interactive smartboards to elementary, middle and high schools. 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 Western Pennsylvania, Eastern 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 itself organically or through strategic acquisitions. As a result of the growth in remote learning, as a result of the COVID-19 pandemic and otherwise, and due to $500 billion in stimulus funding (“ESSER funds”) from the federal government, SST is currently experiencing a significant increase in orders and sales and a growth in backlog. The interactive smartboards which form the key element of SST’s interactive systems are supplied by a single supplier in Canada, SMART Technologies LLC, which is a subsidiary of a large multi-national company, Foxconn (of Hon Hai Technology Group). SST believes that its relationship with its supplier is excellent, 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. See note 9. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Note 2 - Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 28, 2022. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. Principles of 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. Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. On February 28, 2022 (the “closing”, the “closing date”, “acquisition date”), the Company and SST executed a securities purchase agreement, which is treated as a business combination, and accounted for using the acquisition method. SST became a wholly owned subsidiary of the Company. See Note 9. At June 30, 2022 and December 31, 2021, goodwill was $ 1,443,688 0 As a result of the SST acquisition, the consolidated financial statements include the balance sheet of SST at June 30, 2022, as well as the results of operations and cash flows of SST from the date of acquisition through June 30, 2022. Goodwill and Intangible Assets The Company initially records 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. For the three and six months ended June 30, 2022 and 2021, impairment expense was $ 0 0 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single reportable segment. Customers in the United States accounted for approximately 100 Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the six months ended June 30, 2022 and the year ended December 31, 2021, respectively, include, 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Coronavirus (“COVID-19”) Pandemic During the six months ended June 30, 2022, the Company’s financial results and operations were not materially adversely impacted by the COVID-19 pandemic. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 June 30, 2022 and December 31, 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Assets and liabilities measured at fair value at June 30, 2022 and December 31, 2021 are as follows: Schedule of Fair Value of Assets And Liabilities June 30, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 228,206 - $ - $ 228,206 Total Assets $ 228,206 $ - $ - $ 228,206 Liabilities Derivative liabilities $ - - $ 958,406 $ 958,406 Total $ - $ - $ 958,406 $ 958,406 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ 740,463 - $ - $ 740,463 Total Assets $ 740,463 $ - $ - $ 740,463 Liabilities Derivative liabilities $ - - $ 1,105,537 $ 1,105,537 Total $ - $ - $ 1,105,537 $ 1,105,537 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 3 investments in the common stock of a private company. Derivative liabilities are derived from certain convertible notes payable and warrants. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 June 30, 2022 and December 31, 2021, respectively, the Company did no 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 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 June 30, 2022 and December 31, 2021, were $ 0 For the three and six months ended June 30, 2022 and 2021, the Company recorded bad debt expense of $ 0 0 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The Company had the following concentrations at June 30, 2022 and December 31, 2021, respectively. All concentrations relate solely to the operations of SST. Schedules of Concentration of Risk Percentage Six Months Ended Year Ended Customer June 30, 2022 December 31, 2021 A 16 % 0 % B 11 % 0 % C 10 % 0 % Total 37 % 0 % 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 June 30, 2022 and December 31, 2021 inventory consisted of: Schedule of Inventory Classification June 30, 2022 December 31, 2021 Smart Boards $ 487,679 $ - Clean Air Technology 11,555 8,114 Total Inventory $ 499,234 $ 8,114 During the three and six months ended June 30 , 2022 and 2021 , impairment expense was $ 0 0 The Company had the following vendor purchase concentrations at June 30, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Six Months Ended June 30, Vendor 2022 2021 A 88 % 0 % Total 88 % 0 % FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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.” 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. For the three and six months ended June 30, 2022 and 2021, impairment expense was $ 0 0 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 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. For the three and six months ended June 30, 2022 and 2021, impairment expense was $ 0 0 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of June 30, 2022 and December 31, 2021, 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. 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” Derivatives and Hedging” 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. 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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, 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity 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 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 June 30, 2022 and 2021, contained a significant financing component. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 cancellable. 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 withing 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. 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 June 30, 2022 and December 31, 2021, the Company had deferred revenue of $ 1,116,315 11,100 The following represents the Company’s disaggregation of revenues for the six months ended June 30, 2022 and 2021: Schedule of Disaggregation of Revenue Six Months Ended June 30, 2022 2021 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 3,191,542 91 % $ - 0 % Installation and repair services 265,198 8 % - 0 % Clean air technology products 24,179 1 % 256,863 100 % Total Revenues $ 3,480,919 100 % $ 256,863 100 % FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The Company had the following sales concentrations at June 30, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Six Months Ended June 30, Customer 2022 2021 A 27 % 0 % B 18 % 0 % C 6 % 0 % Total 51 % 0 % 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”. 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 March 31, 2022 and December 31, 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management’s Plans | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Liquidity, Going Concern and Management’s Plans | Note 3 - Liquidity, Going Concern and Management’s Plans 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 six months ended June 30, 2022, the Company had: ● Net loss of $ 2,892,854 ● Net cash used in operations was $ 668,919 Additionally, at June 30, 2022, the Company had: ● Accumulated deficit of $ 23,230,891 ● Stockholders’ deficit of $ 1,102,220 ; and ● Working capital deficit of $ 2,623,983 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 233,688 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 June 30, 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 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Loan Receivable _ Related Party
Loan Receivable – Related Party | 6 Months Ended |
Jun. 30, 2022 | |
Loan Receivable Related Party | |
Loan Receivable – Related Party | Note 4 – Loan Receivable – Related Party During 2021, the Company has advanced funds to an affiliate of the Company’s Chief Executive Officer to pay for corporate operating expenses. The Company expects to receive repayment in 2022. The following is a summary of the Company’s advances – related party is as follows: Summary of Loans Receivable Advances Related Party Loan Receivable Terms Related Party Issuance dates of advances 2021 Maturity date Due on Demand Interest rate 20 % Collateral Unsecured Balance - December 31, 2020 $ - Advances 53,732 Balance - December 31, 2021 53,732 Beginning balance 53,732 Advances 3,264 Repayments (15,864 ) Balance - June 30, 2022 $ 41,132 Ending balance $ 41,132 |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 5 – Property and Equipment Property and equipment consisted of the following: Schedule of Property and Equipment Estimated Useful June 30, 2022 December 31, 2021 Lives (Years) Leasehold Improvements $ 178,278 $ - 40 Vehicles 70,221 - 5 10 Furniture 19,595 - 10 Equipment 5,000 - 5 Computer - - 5 Property and Equipment gross 273,094 - Accumulated depreciation 192,855 - Total property and equipment - net $ 80,239 $ - FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Depreciation expense for the three months ended June 30, 2022 and 2021, was $ 1,735 0 Depreciation expense for the six months ended June 30, 2022 and 2021, was $ 2,314 0 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. |
Investments
Investments | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Investments | 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 400,000 210,000,000 0.0023 483,000 0.00070 147,000 During the year ended December 31, 2019, the Company received 1,000,000 0.0122 12,220 150,000 12,000 . 50,000,000 five .0001 On October 4, 2021, the Company invested $ 25,000 25,000 1 15,000 15,000 10,000 10,000 7,500 7,500 7,500 7,500 , FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 June 30 Schedule of Investments June 30, 2022 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options and warrants Various Various Various $ 67,206 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,000 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0004 84,000 3 GenBio, Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 4 $ 228,206 1 - all investments are held at our third-party independent broker. $ 33,475 15,762 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 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. 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2022, the Company purchased 40,000 40,000 1 June 30, 2022 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 865,579 $ - $ (798,373 ) 67,206 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED December 31, 2021 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options, and warrants Various Various Various $ 581,243 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,220 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0007 147,000 3 GenBio, Inc. Private company 2021 25,000 $ 1.00 25,000 4 $ 765,463 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 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. 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2021, the Company purchased 25,000 25,000 1 December 31, 2021 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 1,200,500 $ - $ (435,037 ) 765,463 |
Debt
Debt | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Debt | 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 June 30, 2022 and December 31, 2021, respectively: FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Convertible Notes Payable The Company executed several convertible notes with various lenders as follows: Schedule of Convertible Notes Payable Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Various Issuance Dates of Convertible Notes June 2021 - January 2022 September 2021 October 2021 - January 2022 2019 - 2020 Maturity Dates of Convertible Notes April 2022 - January 2023 September 2022 October 2022 - January 2023 2019 - 2021 Interest Rate 10 % 12 % 12 % 10 12 % Default Interest Rate 24 % 22 % 22 % 22 % Collateral Unsecured 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 Various Total Balance - December 31, 2020 $ - $ - $ - $ 226,186 $ 226,186 Balance - December 31, 2020 $ - $ - $ - $ 226,186 $ 226,186 Debt converted to common stock - - - (483,436 ) (483,436 ) Proceeds from issuance of notes 380,000 43,750 78,750 372,250 874,750 Prepayment of convertible note in cash - - - (115,000 ) (115,000 ) Ending Balance $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Less: unamortized debt discount (318,455 ) (31,524 ) (63,216 ) - (413,195 ) Balance - December 31, 2021 61,545 12,226 $ 15,534 - $ 89,305 Balance - December 31, 2021 $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 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 Conversion of debt to common stock (55,000 ) (43,750 ) - - (98,750 ) Ending Balance 676,206 - 122,500 - 798,706 Less: unamortized debt discount (204,695 ) - (47,658 ) (252,353 ) Balance - June 30, 2022 471,511 - 74,842 - $ 546,353 Balance 471,511 - 74,842 - $ 546,353 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 maturity date was extended from April 19, 2022 to October 19, 2022 16,206 341,206 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. During the six months ended June 30, 2022, third-party lenders converted $ 104,367 301,448,152 205,691 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Convertible Note Payable – Related Party In March 2022, the Chief Executive Officer of SST advanced funds to the Company as follows: Schedule of Convertible Note Payable Related Party 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 $ - Proceeds from issuance of note 195,000 Repayments 0 Balance - June 30, 2022 $ 195,000 1 200,000 2 Converts into Series B, preferred stock at $ 1 0.001 1,000 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Loans payable - related parties is as follows: Schedule of Loans Payable - Related Parties 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, 2020 $ - $ 3,574 $ - $ 3,574 Proceeds from advances - 1,594 17,546 19,140 Balance - December 31, 2021 - 5,168 17,546 22,714 Balance - December 31, 2021 - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advance 89,387 - - 89,387 Repayments (321,705 ) (101 ) (11,629 ) (333,435 ) Balance - June 30, 2022 $ 89,387 $ 5,067 $ 5917 $ 100,371 Balance - June 30, 2022 $ 89,387 $ 5,067 $ 5917 $ 100,371 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 FOMO. 3 - reflects activity related to the Company’s current Chief Executive Officer of FOMO. Loan Payable – Other In 2022, the Company executed a loan with a lender for $ 266,000 70,050 195,950 5,116 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Schedule of Loan Payable Other Loan Payable - Other Issuance Date of Loan April 1, 2022 Maturity Date of Loan April 1, 2023 Interest Rate 16.00 % Default Interest Rate 0.00 % Collateral Unsecured Conversion Rate None Balance - December 31, 2021 $ - Proceeds 266,000 Repayments (61,392 ) Balance - June 30, 2022 $ 204,608 Accounts Receivable Credit Facility The Company, in connection with the acquisition of SST, assumed 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 1,000,000 85% The Facility is paid for 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% 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% 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 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED At June 30, 2022, the Company is in default on the financial covenants noted above, however, the lender has not exercised its rights of default. The Company and the lender continue to operate under the terms of the agreement without disruption. The Company and its subsidiaries are guarantors of this Agreement. Accounts receivable credit facility is as follows: Schedule of Accounts Receivable Credit Facility 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 3,629,865 Repayments (2,875,170 ) Balance - June 30, 2022 $ 754,695 |
Derivative Liabilities
Derivative Liabilities | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Liabilities | |
Derivative Liabilities | 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED 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: Schedule of Derivative Liabilities at Fair Value Six Months Ended Year Ended June 30, 2022 December 31, 2021 Exercise price $ 0.0001 0.01 $ 0.0001 0.01 Expected volatility 196 377 % 384 % Risk-free interest rate 0.73 2.99 % 0.10 % Expected term (in years) 0.30 3.00 3 5 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 June 30, 2022 and December 31, 2021: Schedule of Derivative Liabilities Convertible Debt Warrants Total Derivative liabilities - December 31, 2020 $ 834,230 $ - $ 834,230 Fair value - commitment date 1,753,013 2,064,665 3,817,678 Fair value - mark to market adjustment (393,465 ) (1,289,422 ) (1,682,887 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities (1,863,484 ) - (1,863,484 ) Derivative liabilities - December 31, 2021 330,294 775,243 1,105,537 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 241,711 (224,886 ) 16,825 Gain on debt extinguishment (derivative liabilities - convertible debt) (100,693 ) - (100,693 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities - (425,000 ) (425,000 ) Derivative liabilities - June 30, 2022 $ 771,449 $ 186,957 $ 958,406 Derivative liabilities - June 30, 2022 $ 771,449 $ 186,957 $ 958,406 Changes in fair value of derivative liabilities (mark to market adjustment) are included in other income (expense) in the accompanying consolidated statements of operations. In 2022 and 2021, in connection with the conversion of certain debt and warrants, the corresponding derivative liabilities were market to market on the conversion date and the remaining derivative liability balance was reclassified to gain on debt extinguishment for derivative liabilities related to debt and to additional paid-in capital for derivative liabilities classified as warrants. FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED |
Acquisition and Pro Forma Finan
Acquisition and Pro Forma Financial Information | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Pro Forma Financial Information | Note 9 – Acquisition and Pro Forma Financial Information Acquisition for the Six Months Ended June 30, 2022 On February 28, 2022, the Company issued 1,000,000 1,000,000,000 700,000 0.0007 100% 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. 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 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 expect to finalize the allocation of purchase price as soon as possible, but no later than one year from the acquisition date. 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Series B, preferred stock issued on February 28, 2022 ( 1,000,000 shares) (1) $ 700,000 Fair value of consideration transferred 700,000 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 Total assets acquired 1,529,250 Accounts payable and accrued expenses 268,553 Contract liabilities (deferred revenue) 671,217 Loan payable - related party 321,705 Note payable - government – SBA 150,000 Notes payable 516,234 Operating lease liability 345,229 Total liabilities assumed 2,272,938 Total net liabilities assumed (743,688 ) Goodwill in purchase of Smart Solution Technologies, Inc. $ 1,443,688 (1) Fair value of common stock was determined based upon the quoted closing trading price on date of issuance on as-converted basis to common stock. In connection with the purchase of SST, $ 50,000 The goodwill of $ 1,443,688 Goodwill is not deductible for tax purposes. FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Supplemental Pro Forma Information (Unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if the transaction had occurred on January 1, 2021. This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: Schedule of Business Acquisition Proforma Information Year Ended December 31, 2021 Revenues $ 4,351,409 Net loss $ (12,263,881 ) Loss per share – basic $ (0.00 ) Loss per share – diluted $ (0.00 ) Weighted average number of shares – basic 16,511,004,083 Weighted average number of shares – diluted 16,511,004,083 The weighted average shares assume the as-converted amount to common stock . Acquisitions for the Year Ended December 31, 2021 On October 19, 2020, the Company acquired 100% 2,000,000 800,000 225,000 596,906 3 10 803,156 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED On February 12, 2021, we purchased assets, including website and trade names of Independence LED Lighting, LLC for 250,000 3,300,000 3,300,000 On March 6, 2021, we purchased the assets, including website, trade names and software of Energy Intelligence Center, LLC for 125,000 50,000,000 1,479,121 1,479,121 These acquisitions were treated as business combinations and the Company recorded the fair value of the assets acquired. The table below summarizes preliminary estimated fair value of the assets acquired at the effective acquisition date. Schedule of Acquisition of Intangible Asset EIC iLED Consideration $ 1,250,000 $ - Series B, preferred stock ( 125,000 $ 1,250,000 $ - Series B, preferred stock ( 250,000 - 3,300,000 Warrants ( 50,000,000 229,121 - Fair value of consideration transferred $ 1,479,121 $ 3,300,000 Recognized amounts of identifiable assets acquired: Website 259,000 261,600 Tradename 505,600 2,157,800 Software 401,000 - Total assets acquired 1,165,600 2,419,400 Goodwill $ 313,521 $ 880,600 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Supplemental Pro Forma Information (Unaudited) The unaudited pro forma information for the periods set forth below gives effect to the acquisitions as if the transactions had occurred on January 1, 2021. This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: Schedule of Business Acquisition Proforma Related to Supplement Information Year Ended December 31, 2021 Revenues $ 890,075 Net loss $ (8,501,417 ) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Note 10 – 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 7,000 At June 30, 2022, the Company has no financing leases as defined in ASC 842, “Leases.” FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2022: Schedule of Operating Lease Assets and Liabilities June 30, 2022 Assets Operating lease - right-of-use asset - non-current $ 316,460 Liabilities Operating lease liability $ 321,422 Weighted-average remaining lease term (years) 4.67 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 28,769 Lease liability expense in connection with obligation repayment 11,193 Total operating lease costs $ 39,962 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 23,807 Right-of-use asset obtained in exchange for new operating lease liability $ 345,229 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at June 30, 2022: Schedule of Future Minimum Lease Payments 2022 (6 Months) $ 42,000 2023 84,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 385,000 Less: amount representing interest (63,578 ) Present value of operating lease liability 321,422 Less: current portion of operating lease liability (60,472 ) Long-term operating lease liability $ 260,950 |
Stockholders_ Deficit
Stockholders’ Deficit | 6 Months Ended |
Jun. 30, 2022 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 11– Stockholders’ Deficit At June 30, 2022 and December 31, 2021, the Company had various classes of stock: Class A, Convertible Preferred Stock - 78,000,000 - 5,750,000 5,750,000 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class A converts into 50 287,500,000 287,500,000 - Voting – on an as-converted basis – 50 votes for each share held 287,500,000 287,500,000 - Dividends – $ 0.0035 - Liquidation preference – none - Rights of redemption – none FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Class B, Convertible Preferred Stock - 20,000,000 - 6,589,982 5,249,982 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class B converts into 1,000 6,589,982,000 5,249,982,000 - Voting – on an as-converted basis – 1,000 votes for each share held 6,589,982,000 5,249,982,000 - Dividends – 1% per year accrue whether or not declared by the Board of Directors - Liquidation preference – none - Rights of redemption – none Class C, Convertible Preferred Stock - 2,000,000 - 1,000,000 1,000,000 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class C converts into 1 1,000,000 1,000,000 - Voting – 100,000 votes for each share 100,000,000,000 100,000,000,000 - Dividends – 1% per year accrue whether or not declared by the Board of Directors - Liquidation preference – none - Rights of redemption – none FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Common Stock - 20,000,000,000 - No - Voting at 1 vote per share Equity Transactions for the Six Months Ended June 30, 2022 Stock Issued for Cashless Exercise of Warrants The Company issued 645,833,333 750,000,000 0 Stock Issued for Services – Class B, Preferred Stock The Company issued 650,000 535,000 0.0008 0.0009 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 1,000,000,000 700,000 0.0007 100% in a transaction treated as a business combination. See Note 9. Stock Issued from Conversion of Convertible Debt and Loss on Debt Extinguishment The Company issued 301,448,152 104,368 310,059 0.0007 0.0015 205,691 Conversion of Class B Preferred Stock to Common Stock The Company issued 310,000,000 310,000 0 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Equity Transactions for the Year Ended December 31, 2021 Stock Issued from Conversion of Convertible Debt The Company issued 1,396,567,128 2,822,218 475,199 Stock Issued for Loan Costs The Company issued 10,000,000 20,000 Stock Issued for Cash – Common Stock The Company issued 527,500,000 1,000,000 Stock Issued for Cash – Class A, Preferred Stock The Company issued 2,750,000 275,000 Stock Issued as a Non-Refundable Deposit to Acquire The Company issued 175,000 449,279 449,279 Stock Issued to Acquire Assets of Businesses The Company issued 375,000 4,550,000 Stock Issued for Services – Class B Preferred Stock The Company issued 571,167 1,766,014 Conversion of Class B Preferred Stock to Common Stock The Company issued 335,000,000 335,000 0 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Stock Issued for Services – Common Stock The Company issued 195,321,508 556,664 Cancellation of Common Stock Issuable The Company cancelled 125,000 125,000 |
Warrants
Warrants | 6 Months Ended |
Jun. 30, 2022 | |
Warrants | |
Warrants | Note 12 – Warrants Warrant activity for the six months ended June 30, 2022 and the year ended December 31, 2021 are summarized as follows: Schedule of Warrants Activity Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - December 31, 2020 713,571,428 $ 0.0011 2.92 $ 149,500 Granted 1,288,541,667 $ 0.0018 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 # $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 # $ 450,000 Granted 485,000,000 $ 0.0012 - - Exercised (750,000,000 ) $ 0.0001 - - Cancelled/Forfeited - $ - - - Outstanding - June 30, 2022 1,737,113,095 $ 0.0021 1.93 $ - Exercisable - June 30, 2022 1,737,113,095 $ 0.0021 1.93 $ - FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Warrant Transactions for the Six Months Ended June 30, 2022 Convertible Debt Issuances In connection with convertible debt issued to various lenders, the Company granted 165,000,000 3 0.0001 0.0012 Employee Compensation Concurrent with the acquisition of SST, the Company granted 300,000,000 3 The fair value of these services rendered was $ 209,713 Summary of Fair Value of Warrants Exercise price $ 0.001 Exercise price $ 0.001 Expected volatility 375 % Risk-free interest rate 1.62 % Expected term (in years) 3.00 Expected dividend rate 0 % Board Advisory Compensation – Related Party The Company granted 20,000,000 3 The fair value of these services rendered was $ 13,981 Summary of Fair Value of Warrants Exercise price $ 0.001 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 645,833,333 750,000,000 0 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED Warrant Transactions for the Year Ended December 31, 2021 Convertible Debt Issuances In connection with convertible debt issued to various lenders, the Company granted 1,108,541,667 3 0.0001 Employee Compensation The Company granted 180,000,000 3 The fair value of these services rendered was $ 997,637 Exercise price $ 0.002 Expected volatility 384 % Risk-free interest rate 0.00 % Expected term (in years) 3.00 Expected dividend rate 0 % |
Restatements
Restatements | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Restatements | Note 13 – Restatements The following misstatement related to a ccounting errors attributable to the Company’s revenue recognition policies relating to its percentage of completion calculations as well as work in progress (“WIP”) billings, as well as inventory for our wholly owned subsidiary, SMARTSolution Technologies LP. The following summarizes the impact of the restatements on the consolidated Balance Sheets: Schedule of Consolidated Balance Sheets As Filed Adjustments Restated Assets Current Assets Cash $ 233,688 $ - $ 233,688 Accounts receivable - net 1,270,215 (74,045 ) 1,196,170 Loan receivable - related party 56,996 (15,864 ) 41,132 Inventory - net 725,265 (226,031 ) 499,234 Prepaids and other 8,741 54,622 63,363 Total Current Assets 2,294,905 (261,318 ) 2,033,587 Property and equipment - net 140,626 (60,387 ) 80,239 Operating lease - right-of-use asset 316,460 - 316,460 Goodwill 806,854 636,834 1,443,688 Investments 228,427 (221 ) 228,206 Total Assets $ 3,787,272 $ 314,908 $ 4,102,180 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities Accounts payable and accrued expenses $ 946,358 $ (32,020 ) $ 914,338 Accounts receivable credit facility 732,432 22,263 754,695 Operating lease liability 60,472 - 60,472 Convertible notes payable - net 546,353 - 546,353 Loans payable- other 204,608 - 204,608 Loans payable - related parties 9,109 382 9,491 Preferred dividend payable 0 92,892 92,892 Deferred revenue 825,340 290,975 1,116,315 Derivative liabilities 958,406 - 958,406 Total Current Liabilities 4,283,078 374,492 4,657,570 Long Term Liabilities Loans payable - related parties - 90,880 90,880 Convertible notes payable - related party - net 162,755 32,245 195,000 Operating lease liability 260,950 - 260,950 Total Long-Term Liabilities 423,705 123,125 546,830 Total Liabilities 4,706,783 497,617 5,204,400 Stockholders’ Equity (Deficit) Preferred stock, Class A 575 - 575 Preferred stock, Class B 684 (25 ) 659 Preferred stock, Class C 100 - 100 Preferred stock, value - - - Common stock 8,941,835 25 8,941,860 Additional paid-in capital 13,185,477 - 13,185,477 Accumulated deficit (23,048,182 ) (182,709 ) (23,230,891 ) Total Stockholders’ Equity (Deficit) $ (919,511 ) $ (182,709 ) $ (1,102,220 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 3,787,272 $ 314,908 $ 4,102,180 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED The following summarizes the impact of the restatements on the consolidated Statements of Operations for the six months ended June 30, 2022: Schedule of Consolidated Statements of Operations As Filed Adjustments Restated Sales - net $ 3,880,576 $ (399,657 ) $ 3,480,919 Cost of sales 3,509,160 (320,073 ) 3,189,087 Gross profit 371,416 (79,584 ) 291,832 General and administrative expenses 1,664,444 16,865 1,681,309 Loss from operations (1,293,028 ) (96,449 ) (1,389,477 ) Other income (expense) Interest expense (261,571 ) 14,399 (247,172 ) Amortization of debt discount (352,692 ) - (352,692 ) Change in fair value of derivative liabilities (16,285 ) (540 ) (16,825 ) Derivative expense (194,887 ) - (194,887 ) Gain on debt extinguishment (derivative liabilities – convertible debt) 100,693 - 100,693 Loss on debt extinguishment (205,691 ) (7,896 ) (213,587 ) Change in fair value of marketable equity securities (579,036 ) 129 (578,907 ) Gain on debt forgiveness - - - Loss on investment - - - Total other expense - net (1,510,009 ) 6,632 (1,503,377 ) Net loss $ (2,803,037 ) $ (89,817 ) $ (2,892,854 ) Preferred stock dividends - (92,892 ) (92,892 ) Net loss available to common shareholders (2,803,037 ) (182,709 ) (2,985,746 ) Loss per share - basic and diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares - basic and diluted 7,776,910,177 7,776,910,177 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED The following summarizes the impact of the restatements on the consolidated Statements of Operations for the three months ended June 30, 2022: As Filed Adjustments Restated Sales - net $ 2,646,008 $ 242,620 $ 2,888,628 Cost of sales 2,440,520 227,720 2,668,240 Gross profit 205,488 14,900 220,388 General and administrative expenses 458,351 (866 ) 457,485 Loss from operations (252,863 ) 15,766 (237,097 ) Other income (expense) Interest expense (198,776 ) 9,706 (189,070 ) Amortization of debt discount (146,916 ) - (146,916 ) Change in fair value of derivative liabilities (14,109 ) - (14,109 ) Derivative expense (182,695 ) - (182,695 ) Gain on debt extinguishment (derivative liabilities – convertible debt) - - - Loss on debt extinguishment - (7,896 ) (7,896 ) Change in fair value of marketable equity securities (289,393 ) 130 (289,263 ) Gain on debt forgiveness - - - Loss on investment - - - Total other expense - net (831,889 ) 1,940 (829,949 ) Net loss $ (1,084,752 ) $ 17,706 $ (1,067,046 ) Preferred stock dividends - (47,833 ) (47,833 ) Net loss available to common shareholders (1,084,752 ) (30,127 ) (1,114,879 ) Loss per share - basic and diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares - basic and diluted 8,105,085,037 8,105,085,037 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED The following summarizes the impacts of the restatements on the Company’ consolidated Statements of Cash Flows: Schedule of Consolidated Statements of Cash Flows As Filed Adjustments Restated Operating activities Net loss $ (2,803,037 ) $ (89,817 ) $ (2,892,854 ) Adjustments to reconcile net loss to net cash used in operations Stock based compensation 535,000 - 535,000 Warrants issued for services 209,713 - 209,713 Warrants issued for service - related party 13,981 - 13,981 Amortization of debt discount 352,692 - 352,692 Amortization of operating lease - right-of-use asset 28,769 - 28,769 Depreciation and amortization expense 2,314 - 2,314 Change in fair value of derivative liabilities 16,825 - 16,825 Derivative expense 194,887 - 194,887 Gain on debt extinguishment (100,693 ) - (100,693 ) Loss on debt extinguishment 205,691 7,896 213,587 Change in fair value of marketable equity securities 579,036 (129 ) 578,907 Changes in operating assets and liabilities (Increase) decrease in Accounts receivable (625,304 ) 135,505 (489,799 ) Inventory 727,473 (1,010,162 ) (282,689 ) Prepaids and other (8,518 ) (54,622 ) (63,140 ) Increase (decrease) in Accounts payable and accrued expenses 113,830 489,560 603,390 Deferred revenue (26,397 ) 460,395 433,998 Operating lease liability (23,807 ) - (23,807 ) Net cash used in operating activities (607,545 ) (61,374 ) (668,919 ) Investing activities Cash acquired in acquisition of Smart Solutions Technologies, Inc. 218,640 4,817 223,457 Proceeds from sales of securities - net of purchases (42,000 ) 349 (41,651 ) Repayment - loan receivable - related party - 13,825 13,825 Advance - loan receivable - related party (3,264 ) 2,039 (1,225 ) Net cash provided by investing activities 173,376 21,030 194,406 Financing investing Proceeds from loans payable - - - Proceeds from loans payable - related party - - - Proceeds from issuance of convertible notes 353,750 25,000 378,750 Proceeds from issuance of convertible note - related party 195,000 - 195,000 Proceeds from loans payable 266,000 - 266,000 Repayment of loans payable (61,392 ) - (61,392 ) Repayments of notes payable - government - SBA (150,000 ) - (150,000 ) Repayments of loans payable - related parties (213,678 ) 1,874 (211,804 ) Repayments of loans payable - convertible notes related parties (32,245 ) 1 (32,244 ) Repayment of notes payable (516,234 ) (8,794 ) (525,028 ) Proceeds from draw downs on accounts receivable credit facility 3,774,456 22,263 3,796,719 Repayment on accounts receivable credit facility (3,042,024 ) - (3,042,024 ) Net cash provided by financing activities 573,633 40,344 613,977 Net increase (decrease) in cash 139,464 - 139,464 Cash - beginning of period 94,224 - 94,224 Cash - end of period $ 233,688 $ - $ 233,688 Supplemental disclosure of cash flow information Cash paid for interest - - Cash paid for income tax - - Supplemental disclosure of non-cash investing and financing activities Right-of-use asset obtained in exchange for new operating lease liability 345,229 345,229 Acquisition of SST in exchange for Class B preferred stock 700,000 700,000 Debt discount recorded in connection with derivative liability 66,851 66,851 Issuance of stock in conversion of debt and accrued interest 166,850 - 166,850 Conversion of Class B preferred stock into common stock 6 25 31 Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) 425,000 - 425,000 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 14 – Subsequent Events Repayment of Convertible Debt in Default On July 25, 2022, we retired $ 122,500 169,000 $264,000 MCA Refinancing On December 1, 2022, our SST subsidiary entered into a first position merchant cash advance (“MCA”) agreement with Capitalized Business Funding that netted us $ 200,000 264,000 $140,000 MCA Financing On January 12, 2023, we entered into a second position merchant cash advance (“MCA”) agreement with CAPYBARA CAPITAL, LLC netting us $ 95,000 140,000 SST Founder Employment Status and Compensation Change Agreement: On or around December 19, 2022, after several weeks of negotiations, FOMO Worldwide entered into a Employment Status and Compensation Change Agreement 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 10,000 195,000 2. Mr. Schwartz received a single payment of $ 50,000 3. In exchange for the remainder of Insider Loan, ($ 145,000 100,000 10,000 1,250 118,750.00 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 1. At point of purchase of SMARTSolution Technologies, LP, INC., FOMO Worldwide agreed to a 1.5 This was equivalent to $139,000 and was included in the purchase agreement. Element 3: Total Dollar Value: $ 100,000 1. At point of purchase of SMARTSolution Technologies, LP/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 Summary: 1. All items associated with this agreement were equal in value to $ 284,480 Amended Loan to Affiliate Himalaya Technologies, Inc. p/k/a Homeland Resources Ltd. Effective September 1, 2022, we increased our available loan to Himalaya Technologies, Inc. of $ 50,000.00 100,000.00 Letters of Intent Signed for Acquisitions of Learning Management Systems and Training Content Providers On January 13, 2023, FOMO signed a letter of intent (“LOI”) to acquire a UK-based provider of learning management systems (“LMS”), which are software applications for the administration, documentation, tracking, reporting, automation, and delivery of educational courses, training programs, materials or learning and development programs. The business generates revenues of several hundred thousand British pounds and is growing its top line at a double digit % annual rate (unaudited). Total consideration is as follows: 1) GBP £800,000 cash at close, plus 2) GBP £400,000 in a non-interest-bearing seller’s note (paid in one year after close), plus 3) a performance-based payment of up to GBP £200,000 subject to 30% revenue growth for the calendar year after the Closing Date. The Company’s balance sheet will remain as-is during the term the LOI is active and until the Closing Date, with no distributions, capital calls, bonuses to management or shareholders, salary increases, adjustments to working capital, etc. for any purpose, unless otherwise agreed by FOMO in writing. The process is conditioned on the completion of due diligence, legal and accounting review, documentation that is satisfactory to all parties, and the successful raise by us of certain financing, if any. Execution of a securities purchase agreement (“SPA”) and related definitive agreements are targeted as soon as practical but not later than April 30, 2023 (the “Closing” and such date, the “Closing Date”). On January 17, 2023, we signed a purchase agreement to acquire the assets of a provider of online training and compliance software, services, and content primarily to the agriculture and food industries based in the Midwest. The business was founded in 1980, generates roughly $400,000 - $500,000 in annual revenues, is EBITDA+, and can potentially be grown organically into other regions of the country and into new verticals including education, manufacturing, healthcare, and other. We intend to place the assets, which have a total purchase price of $280,000 cash including closing funds of $155,000, seller notes of $110,000 and an earn-out valued at $15,000 but with no ceiling, into our wholly owned subsidiary SMARTSolution Technologies Inc., a sister entity to our wholly owned education technology subsidiary SMARTSolution Technologies LP. Closing is targeted by March 17, 2023, though we intend to work vigorously to consummate the deal sooner. Our auditors have indicated the size of the business relative to FOMO will not trigger an audit requirement for the target. We agreed to make a $10,000 non-refundable earnest payment towards closing. There is no equity component to the consideration for this transaction or dilution to existing shareholders. On February 3, 2023, we signed a letter of intent (“LOI”) to acquire the assets of a USA-based learning management system (“LMS”) and training content provider for $ 400,000 150,000 150,000 100,000 On February 27, 2023, the Company signed a letter of intent to purchase a provider of modular buildings and construction services generating an estimated $ 10 1 On February 28, 2023, the Company issued 310,000,000 .0005 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements. In the opinion of the Company’s management, the accompanying unaudited consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of June 30, 2022 and the results of operations and cash flows for the periods presented. The results of operations for the six months ended June 30, 2022 are not necessarily indicative of the operating results for the full fiscal year or any future period. These unaudited consolidated financial statements should be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 filed with the SEC on April 28, 2022. Management acknowledges its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented. |
Principles of Consolidation | Principles of 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. |
Business Combinations | Business Combinations The Company accounts for business acquisitions using the acquisition method of accounting, in accordance with which assets acquired and liabilities assumed are recorded at their respective fair values at the acquisition date. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The fair value of the consideration paid, including contingent consideration, is assigned to the assets acquired and liabilities assumed based on their respective fair values. Goodwill represents excess of the purchase price over the estimated fair values of the assets acquired and liabilities assumed. Significant judgments are used in determining fair values of assets acquired and liabilities assumed, as well as intangibles. Fair value and useful life determinations are based on, among other factors, estimates of future expected cash flows, and appropriate discount rates used in computing present values. These judgments may materially impact the estimates used in allocating acquisition date fair values to assets acquired and liabilities assumed, as well as the Company’s current and future operating results. Actual results may vary from these estimates which may result in adjustments to goodwill and acquisition date fair values of assets and liabilities during a measurement period or upon a final determination of asset and liability fair values, whichever occurs first. Adjustments to fair values of assets and liabilities made after the end of the measurement period are recorded within the Company’s operating results. On February 28, 2022 (the “closing”, the “closing date”, “acquisition date”), the Company and SST executed a securities purchase agreement, which is treated as a business combination, and accounted for using the acquisition method. SST became a wholly owned subsidiary of the Company. See Note 9. At June 30, 2022 and December 31, 2021, goodwill was $ 1,443,688 0 As a result of the SST acquisition, the consolidated financial statements include the balance sheet of SST at June 30, 2022, as well as the results of operations and cash flows of SST from the date of acquisition through June 30, 2022. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets The Company initially records 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. For the three and six months ended June 30, 2022 and 2021, impairment expense was $ 0 0 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Business Segments and Concentrations | Business Segments and Concentrations The Company uses the “management approach” to identify its reportable segments. The management approach requires companies to report segment financial information consistent with information used by management for making operating decisions and assessing performance as the basis for identifying the Company’s reportable segments. The Company manages its business as a single reportable segment. Customers in the United States accounted for approximately 100 |
Use of Estimates | Use of Estimates Preparing financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material. Significant estimates during the six months ended June 30, 2022 and the year ended December 31, 2021, respectively, include, 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 | 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Coronavirus (“COVID-19”) Pandemic | Coronavirus (“COVID-19”) Pandemic During the six months ended June 30, 2022, the Company’s financial results and operations were not materially adversely impacted by the COVID-19 pandemic. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities. These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 June 30, 2022 and December 31, 2021, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments. ASC 825-10 “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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED Assets and liabilities measured at fair value at June 30, 2022 and December 31, 2021 are as follows: Schedule of Fair Value of Assets And Liabilities June 30, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 228,206 - $ - $ 228,206 Total Assets $ 228,206 $ - $ - $ 228,206 Liabilities Derivative liabilities $ - - $ 958,406 $ 958,406 Total $ - $ - $ 958,406 $ 958,406 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ 740,463 - $ - $ 740,463 Total Assets $ 740,463 $ - $ - $ 740,463 Liabilities Derivative liabilities $ - - $ 1,105,537 $ 1,105,537 Total $ - $ - $ 1,105,537 $ 1,105,537 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 3 investments in the common stock of a private company. Derivative liabilities are derived from certain convertible notes payable and warrants. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Cash and Cash Equivalents and Concentration of Credit Risk | 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 June 30, 2022 and December 31, 2021, respectively, the Company did no 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 |
Accounts Receivable | 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 June 30, 2022 and December 31, 2021, were $ 0 For the three and six months ended June 30, 2022 and 2021, the Company recorded bad debt expense of $ 0 0 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The Company had the following concentrations at June 30, 2022 and December 31, 2021, respectively. All concentrations relate solely to the operations of SST. Schedules of Concentration of Risk Percentage Six Months Ended Year Ended Customer June 30, 2022 December 31, 2021 A 16 % 0 % B 11 % 0 % C 10 % 0 % Total 37 % 0 % |
Inventory | 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 June 30, 2022 and December 31, 2021 inventory consisted of: Schedule of Inventory Classification June 30, 2022 December 31, 2021 Smart Boards $ 487,679 $ - Clean Air Technology 11,555 8,114 Total Inventory $ 499,234 $ 8,114 During the three and six months ended June 30 , 2022 and 2021 , impairment expense was $ 0 0 The Company had the following vendor purchase concentrations at June 30, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Six Months Ended June 30, Vendor 2022 2021 A 88 % 0 % Total 88 % 0 % FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Impairment of Long-lived Assets | 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.” 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. For the three and six months ended June 30, 2022 and 2021, impairment expense was $ 0 0 |
Property and Equipment | 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 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. For the three and six months ended June 30, 2022 and 2021, impairment expense was $ 0 0 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of June 30, 2022 and December 31, 2021, 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. 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” Derivatives and Hedging” 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. |
Original Issue Discount | 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 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Operating Lease | 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, 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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. |
Revenue Recognition | Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity 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 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 June 30, 2022 and 2021, contained a significant financing component. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 cancellable. 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED 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 withing 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. |
Contract Liabilities (Deferred Revenue) | 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 June 30, 2022 and December 31, 2021, the Company had deferred revenue of $ 1,116,315 11,100 The following represents the Company’s disaggregation of revenues for the six months ended June 30, 2022 and 2021: Schedule of Disaggregation of Revenue Six Months Ended June 30, 2022 2021 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 3,191,542 91 % $ - 0 % Installation and repair services 265,198 8 % - 0 % Clean air technology products 24,179 1 % 256,863 100 % Total Revenues $ 3,480,919 100 % $ 256,863 100 % FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The Company had the following sales concentrations at June 30, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Six Months Ended June 30, Customer 2022 2021 A 27 % 0 % B 18 % 0 % C 6 % 0 % Total 51 % 0 % |
Cost of Sales | Cost of Sales Cost of sales primarily consists of product sales, purchased supplies, materials and overhead. |
Income Taxes | Income Taxes The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. 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 March 31, 2022 and December 31, 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements. The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Advertising Costs | 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 $ 10,424 0 The Company recognized $ 23,724 0 |
Stock-Based Compensation | Stock-Based Compensation The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” 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 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Stock Warrants | 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. |
Basic and Diluted Earnings (Loss) per Share | 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED The following potentially dilutive equity securities outstanding as of June 30, 2022 were as follows: Schedule of Anti Dilutive Equity Securities Outstanding June 30, 2022 Series A, preferred stock (1) 287,500,000 Series B, preferred stock (2) 6,589,982,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 3,928,755,090 Warrants (5) 1,737,113,095 Total 12,544,350,185 1 – Each share converts into 50 2 – Each share converts into 1,000 3 – Each share converts into 1 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 June 30, 2022, 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 not have sufficient authorized shares of common stock ( 1,000,000,000 |
Related Parties | 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. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED |
Reclassifications | Reclassifications Certain prior year amounts have been reclassified for consistency with the current year presentation. These reclassifications had no effect on the consolidated results of operations, stockholders’ deficit, or cash flows. |
Recent Accounting Standards | Recent Accounting Standards 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 ASU’s 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. In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year. We adopted this pronouncement on January 1, 2022; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements. FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The Company does not expect the adoption of this standard to have a material effect on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 will have a material effect, if any, on its consolidated financial statements. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Parent and Subsidiaries | The parent (FOMO CORP.) and subsidiaries are organized as follows: Schedule of Parent and Subsidiaries Company Name Incorporation Date l State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California FOMO Advisors, LLC (“FOMOAD”) 2021 Wyoming SMARTSolution Technologies, L.P. (“SST”) 1995 1 Pennsylvania IAQ Technologies, LLC (“IAQ”) 2020 2 Pennsylvania Energy Intelligence Center, LLC (“EIC”) 2021 3 Wyoming 1 The Company was acquired on February 28, 2022 2 The Company was acquired in 2020 3 The Company was formed in 2021 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets And Liabilities | Assets and liabilities measured at fair value at June 30, 2022 and December 31, 2021 are as follows: Schedule of Fair Value of Assets And Liabilities June 30, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 228,206 - $ - $ 228,206 Total Assets $ 228,206 $ - $ - $ 228,206 Liabilities Derivative liabilities $ - - $ 958,406 $ 958,406 Total $ - $ - $ 958,406 $ 958,406 December 31, 2021 Level 1 Level 2 Level 3 Total Assets Investments $ 740,463 - $ - $ 740,463 Total Assets $ 740,463 $ - $ - $ 740,463 Liabilities Derivative liabilities $ - - $ 1,105,537 $ 1,105,537 Total $ - $ - $ 1,105,537 $ 1,105,537 |
Schedules of Concentration of Risk Percentage | The Company had the following concentrations at June 30, 2022 and December 31, 2021, respectively. All concentrations relate solely to the operations of SST. Schedules of Concentration of Risk Percentage Six Months Ended Year Ended Customer June 30, 2022 December 31, 2021 A 16 % 0 % B 11 % 0 % C 10 % 0 % Total 37 % 0 % |
Schedule of Inventory | At June 30, 2022 and December 31, 2021 inventory consisted of: Schedule of Inventory Classification June 30, 2022 December 31, 2021 Smart Boards $ 487,679 $ - Clean Air Technology 11,555 8,114 Total Inventory $ 499,234 $ 8,114 |
Schedule of Vendor Purchase Concentrations Percentage | The Company had the following vendor purchase concentrations at June 30, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Six Months Ended June 30, Vendor 2022 2021 A 88 % 0 % Total 88 % 0 % |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the six months ended June 30, 2022 and 2021: Schedule of Disaggregation of Revenue Six Months Ended June 30, 2022 2021 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 3,191,542 91 % $ - 0 % Installation and repair services 265,198 8 % - 0 % Clean air technology products 24,179 1 % 256,863 100 % Total Revenues $ 3,480,919 100 % $ 256,863 100 % |
Schedule of Sales Concentrations Percentage | The Company had the following sales concentrations at June 30, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Six Months Ended June 30, Customer 2022 2021 A 27 % 0 % B 18 % 0 % C 6 % 0 % Total 51 % 0 % |
Schedule of Anti Dilutive Equity Securities Outstanding | The following potentially dilutive equity securities outstanding as of June 30, 2022 were as follows: Schedule of Anti Dilutive Equity Securities Outstanding June 30, 2022 Series A, preferred stock (1) 287,500,000 Series B, preferred stock (2) 6,589,982,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 3,928,755,090 Warrants (5) 1,737,113,095 Total 12,544,350,185 1 – Each share converts into 50 2 – Each share converts into 1,000 3 – Each share converts into 1 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. |
Loan Receivable _ Related Par_2
Loan Receivable – Related Party (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Loan Receivable Related Party | |
Summary of Loans Receivable Advances Related Party | The following is a summary of the Company’s advances – related party is as follows: Summary of Loans Receivable Advances Related Party Loan Receivable Terms Related Party Issuance dates of advances 2021 Maturity date Due on Demand Interest rate 20 % Collateral Unsecured Balance - December 31, 2020 $ - Advances 53,732 Balance - December 31, 2021 53,732 Beginning balance 53,732 Advances 3,264 Repayments (15,864 ) Balance - June 30, 2022 $ 41,132 Ending balance $ 41,132 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment Estimated Useful June 30, 2022 December 31, 2021 Lives (Years) Leasehold Improvements $ 178,278 $ - 40 Vehicles 70,221 - 5 10 Furniture 19,595 - 10 Equipment 5,000 - 5 Computer - - 5 Property and Equipment gross 273,094 - Accumulated depreciation 192,855 - Total property and equipment - net $ 80,239 $ - |
Investments (Tables)
Investments (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following is a summary of the Company’s investments at June 30 Schedule of Investments June 30, 2022 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options and warrants Various Various Various $ 67,206 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,000 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0004 84,000 3 GenBio, Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 4 $ 228,206 1 - all investments are held at our third-party independent broker. $ 33,475 15,762 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 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. 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2022, the Company purchased 40,000 40,000 1 June 30, 2022 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 865,579 $ - $ (798,373 ) 67,206 FOMO WORLDWIDE, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2022 UNAUDITED RESTATED December 31, 2021 Securities Held Acquisition Date Shares Held Price per Share Value of Securities Securities Stock, options, and warrants Various Various Various $ 581,243 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,220 2 Mobicard, Inc. (PTOP) Common stock 2019 210,000,000 $ 0.0007 147,000 3 GenBio, Inc. Private company 2021 25,000 $ 1.00 25,000 4 $ 765,463 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 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. 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2021, the Company purchased 25,000 25,000 1 December 31, 2021 Gross Unrealized Gross Unrealized Description Cost Gains Losses Fair Value Marketable securities $ 1,200,500 $ - $ (435,037 ) 765,463 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Notes Payable | The Company executed several convertible notes with various lenders as follows: Schedule of Convertible Notes Payable Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Various Issuance Dates of Convertible Notes June 2021 - January 2022 September 2021 October 2021 - January 2022 2019 - 2020 Maturity Dates of Convertible Notes April 2022 - January 2023 September 2022 October 2022 - January 2023 2019 - 2021 Interest Rate 10 % 12 % 12 % 10 12 % Default Interest Rate 24 % 22 % 22 % 22 % Collateral Unsecured 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 Various Total Balance - December 31, 2020 $ - $ - $ - $ 226,186 $ 226,186 Balance - December 31, 2020 $ - $ - $ - $ 226,186 $ 226,186 Debt converted to common stock - - - (483,436 ) (483,436 ) Proceeds from issuance of notes 380,000 43,750 78,750 372,250 874,750 Prepayment of convertible note in cash - - - (115,000 ) (115,000 ) Ending Balance $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 Less: unamortized debt discount (318,455 ) (31,524 ) (63,216 ) - (413,195 ) Balance - December 31, 2021 61,545 12,226 $ 15,534 - $ 89,305 Balance - December 31, 2021 $ 380,000 $ 43,750 $ 78,750 $ - $ 502,500 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 Conversion of debt to common stock (55,000 ) (43,750 ) - - (98,750 ) Ending Balance 676,206 - 122,500 - 798,706 Less: unamortized debt discount (204,695 ) - (47,658 ) (252,353 ) Balance - June 30, 2022 471,511 - 74,842 - $ 546,353 Balance 471,511 - 74,842 - $ 546,353 |
Schedule of Convertible Note Payable Related Party | In March 2022, the Chief Executive Officer of SST advanced funds to the Company as follows: Schedule of Convertible Note Payable Related Party 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 $ - Proceeds from issuance of note 195,000 Repayments 0 Balance - June 30, 2022 $ 195,000 1 200,000 2 Converts into Series B, preferred stock at $ 1 0.001 1,000 |
Schedule of Loans Payable - Related Parties | Loans payable - related parties is as follows: Schedule of Loans Payable - Related Parties 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, 2020 $ - $ 3,574 $ - $ 3,574 Proceeds from advances - 1,594 17,546 19,140 Balance - December 31, 2021 - 5,168 17,546 22,714 Balance - December 31, 2021 - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advance 89,387 - - 89,387 Repayments (321,705 ) (101 ) (11,629 ) (333,435 ) Balance - June 30, 2022 $ 89,387 $ 5,067 $ 5917 $ 100,371 Balance - June 30, 2022 $ 89,387 $ 5,067 $ 5917 $ 100,371 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 FOMO. 3 - reflects activity related to the Company’s current Chief Executive Officer of FOMO. |
Schedule of Loan Payable Other | Schedule of Loan Payable Other Loan Payable - Other Issuance Date of Loan April 1, 2022 Maturity Date of Loan April 1, 2023 Interest Rate 16.00 % Default Interest Rate 0.00 % Collateral Unsecured Conversion Rate None Balance - December 31, 2021 $ - Proceeds 266,000 Repayments (61,392 ) Balance - June 30, 2022 $ 204,608 |
Schedule of Accounts Receivable Credit Facility | Accounts receivable credit facility is as follows: Schedule of Accounts Receivable Credit Facility 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 3,629,865 Repayments (2,875,170 ) Balance - June 30, 2022 $ 754,695 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Derivative Liabilities | |
Schedule of Derivative Liabilities at Fair Value | 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: Schedule of Derivative Liabilities at Fair Value Six Months Ended Year Ended June 30, 2022 December 31, 2021 Exercise price $ 0.0001 0.01 $ 0.0001 0.01 Expected volatility 196 377 % 384 % Risk-free interest rate 0.73 2.99 % 0.10 % Expected term (in years) 0.30 3.00 3 5 Expected dividend rate 0 % 0 % |
Schedule of Derivative Liabilities | 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 June 30, 2022 and December 31, 2021: Schedule of Derivative Liabilities Convertible Debt Warrants Total Derivative liabilities - December 31, 2020 $ 834,230 $ - $ 834,230 Fair value - commitment date 1,753,013 2,064,665 3,817,678 Fair value - mark to market adjustment (393,465 ) (1,289,422 ) (1,682,887 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities (1,863,484 ) - (1,863,484 ) Derivative liabilities - December 31, 2021 330,294 775,243 1,105,537 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 241,711 (224,886 ) 16,825 Gain on debt extinguishment (derivative liabilities - convertible debt) (100,693 ) - (100,693 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities - (425,000 ) (425,000 ) Derivative liabilities - June 30, 2022 $ 771,449 $ 186,957 $ 958,406 Derivative liabilities - June 30, 2022 $ 771,449 $ 186,957 $ 958,406 |
Acquisition and Pro Forma Fin_2
Acquisition and Pro Forma Financial Information (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The table below summarizes preliminary estimated fair value of the assets acquired and the liabilities assumed at the effective acquisition date. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Series B, preferred stock issued on February 28, 2022 ( 1,000,000 shares) (1) $ 700,000 Fair value of consideration transferred 700,000 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 Total assets acquired 1,529,250 Accounts payable and accrued expenses 268,553 Contract liabilities (deferred revenue) 671,217 Loan payable - related party 321,705 Note payable - government – SBA 150,000 Notes payable 516,234 Operating lease liability 345,229 Total liabilities assumed 2,272,938 Total net liabilities assumed (743,688 ) Goodwill in purchase of Smart Solution Technologies, Inc. $ 1,443,688 (1) Fair value of common stock was determined based upon the quoted closing trading price on date of issuance on as-converted basis to common stock. |
Schedule of Business Acquisition Proforma Information | This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: Schedule of Business Acquisition Proforma Information Year Ended December 31, 2021 Revenues $ 4,351,409 Net loss $ (12,263,881 ) Loss per share – basic $ (0.00 ) Loss per share – diluted $ (0.00 ) Weighted average number of shares – basic 16,511,004,083 Weighted average number of shares – diluted 16,511,004,083 |
Schedule of Acquisition of Intangible Asset | The table below summarizes preliminary estimated fair value of the assets acquired at the effective acquisition date. Schedule of Acquisition of Intangible Asset EIC iLED Consideration $ 1,250,000 $ - Series B, preferred stock ( 125,000 $ 1,250,000 $ - Series B, preferred stock ( 250,000 - 3,300,000 Warrants ( 50,000,000 229,121 - Fair value of consideration transferred $ 1,479,121 $ 3,300,000 Recognized amounts of identifiable assets acquired: Website 259,000 261,600 Tradename 505,600 2,157,800 Software 401,000 - Total assets acquired 1,165,600 2,419,400 Goodwill $ 313,521 $ 880,600 |
Schedule of Business Acquisition Proforma Related to Supplement Information | This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time: Schedule of Business Acquisition Proforma Related to Supplement Information Year Ended December 31, 2021 Revenues $ 890,075 Net loss $ (8,501,417 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Operating Lease Assets and Liabilities | The tables below present information regarding the Company’s operating lease assets and liabilities at June 30, 2022: Schedule of Operating Lease Assets and Liabilities June 30, 2022 Assets Operating lease - right-of-use asset - non-current $ 316,460 Liabilities Operating lease liability $ 321,422 Weighted-average remaining lease term (years) 4.67 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 28,769 Lease liability expense in connection with obligation repayment 11,193 Total operating lease costs $ 39,962 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 23,807 Right-of-use asset obtained in exchange for new operating lease liability $ 345,229 |
Schedule of Future Minimum Lease Payments | Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at June 30, 2022: Schedule of Future Minimum Lease Payments 2022 (6 Months) $ 42,000 2023 84,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 385,000 Less: amount representing interest (63,578 ) Present value of operating lease liability 321,422 Less: current portion of operating lease liability (60,472 ) Long-term operating lease liability $ 260,950 |
Warrants (Tables)
Warrants (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Warrants Activity | Warrant activity for the six months ended June 30, 2022 and the year ended December 31, 2021 are summarized as follows: Schedule of Warrants Activity Weighted Average Weighted Remaining Aggregate Number of Average Contractual Intrinsic Warrants Warrants Exercise Price Term (Years) Value Outstanding and exercisable - December 31, 2020 713,571,428 $ 0.0011 2.92 $ 149,500 Granted 1,288,541,667 $ 0.0018 - - Exercised - $ - - - Cancelled/Forfeited - $ - - - Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Outstanding - December 31, 2021 2,002,113,095 $ 0.0016 2.38 # $ 450,000 Exercisable - December 31, 2021 2,002,113,095 $ 0.0016 2.38 # $ 450,000 Granted 485,000,000 $ 0.0012 - - Exercised (750,000,000 ) $ 0.0001 - - Cancelled/Forfeited - $ - - - Outstanding - June 30, 2022 1,737,113,095 $ 0.0021 1.93 $ - Exercisable - June 30, 2022 1,737,113,095 $ 0.0021 1.93 $ - |
Employee Compensation [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Fair Value of Warrants | Summary of Fair Value of Warrants Exercise price $ 0.001 Exercise price $ 0.001 Expected volatility 375 % Risk-free interest rate 1.62 % Expected term (in years) 3.00 Expected dividend rate 0 % Exercise price $ 0.002 Expected volatility 384 % Risk-free interest rate 0.00 % Expected term (in years) 3.00 Expected dividend rate 0 % |
Board Advisory Compensation [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Summary of Fair Value of Warrants | Summary of Fair Value of Warrants Exercise price $ 0.001 Exercise price $ 0.001 Expected volatility 374 % Risk-free interest rate 1.76 % Expected term (in years) 3.00 Expected dividend rate 0 % |
Restatements (Tables)
Restatements (Tables) | 6 Months Ended |
Jun. 30, 2022 | |
Accounting Changes and Error Corrections [Abstract] | |
Schedule of Consolidated Balance Sheets | Schedule of Consolidated Balance Sheets As Filed Adjustments Restated Assets Current Assets Cash $ 233,688 $ - $ 233,688 Accounts receivable - net 1,270,215 (74,045 ) 1,196,170 Loan receivable - related party 56,996 (15,864 ) 41,132 Inventory - net 725,265 (226,031 ) 499,234 Prepaids and other 8,741 54,622 63,363 Total Current Assets 2,294,905 (261,318 ) 2,033,587 Property and equipment - net 140,626 (60,387 ) 80,239 Operating lease - right-of-use asset 316,460 - 316,460 Goodwill 806,854 636,834 1,443,688 Investments 228,427 (221 ) 228,206 Total Assets $ 3,787,272 $ 314,908 $ 4,102,180 Liabilities and Stockholders’ Equity (Deficit) Current Liabilities Accounts payable and accrued expenses $ 946,358 $ (32,020 ) $ 914,338 Accounts receivable credit facility 732,432 22,263 754,695 Operating lease liability 60,472 - 60,472 Convertible notes payable - net 546,353 - 546,353 Loans payable- other 204,608 - 204,608 Loans payable - related parties 9,109 382 9,491 Preferred dividend payable 0 92,892 92,892 Deferred revenue 825,340 290,975 1,116,315 Derivative liabilities 958,406 - 958,406 Total Current Liabilities 4,283,078 374,492 4,657,570 Long Term Liabilities Loans payable - related parties - 90,880 90,880 Convertible notes payable - related party - net 162,755 32,245 195,000 Operating lease liability 260,950 - 260,950 Total Long-Term Liabilities 423,705 123,125 546,830 Total Liabilities 4,706,783 497,617 5,204,400 Stockholders’ Equity (Deficit) Preferred stock, Class A 575 - 575 Preferred stock, Class B 684 (25 ) 659 Preferred stock, Class C 100 - 100 Preferred stock, value - - - Common stock 8,941,835 25 8,941,860 Additional paid-in capital 13,185,477 - 13,185,477 Accumulated deficit (23,048,182 ) (182,709 ) (23,230,891 ) Total Stockholders’ Equity (Deficit) $ (919,511 ) $ (182,709 ) $ (1,102,220 ) Total Liabilities and Stockholders’ Equity (Deficit) $ 3,787,272 $ 314,908 $ 4,102,180 |
Schedule of Consolidated Statements of Operations | The following summarizes the impact of the restatements on the consolidated Statements of Operations for the six months ended June 30, 2022: Schedule of Consolidated Statements of Operations As Filed Adjustments Restated Sales - net $ 3,880,576 $ (399,657 ) $ 3,480,919 Cost of sales 3,509,160 (320,073 ) 3,189,087 Gross profit 371,416 (79,584 ) 291,832 General and administrative expenses 1,664,444 16,865 1,681,309 Loss from operations (1,293,028 ) (96,449 ) (1,389,477 ) Other income (expense) Interest expense (261,571 ) 14,399 (247,172 ) Amortization of debt discount (352,692 ) - (352,692 ) Change in fair value of derivative liabilities (16,285 ) (540 ) (16,825 ) Derivative expense (194,887 ) - (194,887 ) Gain on debt extinguishment (derivative liabilities – convertible debt) 100,693 - 100,693 Loss on debt extinguishment (205,691 ) (7,896 ) (213,587 ) Change in fair value of marketable equity securities (579,036 ) 129 (578,907 ) Gain on debt forgiveness - - - Loss on investment - - - Total other expense - net (1,510,009 ) 6,632 (1,503,377 ) Net loss $ (2,803,037 ) $ (89,817 ) $ (2,892,854 ) Preferred stock dividends - (92,892 ) (92,892 ) Net loss available to common shareholders (2,803,037 ) (182,709 ) (2,985,746 ) Loss per share - basic and diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares - basic and diluted 7,776,910,177 7,776,910,177 FOMO WORLDWIDE, INC. AND SUBSIDIARIES RESTATED The following summarizes the impact of the restatements on the consolidated Statements of Operations for the three months ended June 30, 2022: As Filed Adjustments Restated Sales - net $ 2,646,008 $ 242,620 $ 2,888,628 Cost of sales 2,440,520 227,720 2,668,240 Gross profit 205,488 14,900 220,388 General and administrative expenses 458,351 (866 ) 457,485 Loss from operations (252,863 ) 15,766 (237,097 ) Other income (expense) Interest expense (198,776 ) 9,706 (189,070 ) Amortization of debt discount (146,916 ) - (146,916 ) Change in fair value of derivative liabilities (14,109 ) - (14,109 ) Derivative expense (182,695 ) - (182,695 ) Gain on debt extinguishment (derivative liabilities – convertible debt) - - - Loss on debt extinguishment - (7,896 ) (7,896 ) Change in fair value of marketable equity securities (289,393 ) 130 (289,263 ) Gain on debt forgiveness - - - Loss on investment - - - Total other expense - net (831,889 ) 1,940 (829,949 ) Net loss $ (1,084,752 ) $ 17,706 $ (1,067,046 ) Preferred stock dividends - (47,833 ) (47,833 ) Net loss available to common shareholders (1,084,752 ) (30,127 ) (1,114,879 ) Loss per share - basic and diluted $ (0.00 ) $ (0.00 ) Weighted average number of shares - basic and diluted 8,105,085,037 8,105,085,037 |
Schedule of Consolidated Statements of Cash Flows | The following summarizes the impacts of the restatements on the Company’ consolidated Statements of Cash Flows: Schedule of Consolidated Statements of Cash Flows As Filed Adjustments Restated Operating activities Net loss $ (2,803,037 ) $ (89,817 ) $ (2,892,854 ) Adjustments to reconcile net loss to net cash used in operations Stock based compensation 535,000 - 535,000 Warrants issued for services 209,713 - 209,713 Warrants issued for service - related party 13,981 - 13,981 Amortization of debt discount 352,692 - 352,692 Amortization of operating lease - right-of-use asset 28,769 - 28,769 Depreciation and amortization expense 2,314 - 2,314 Change in fair value of derivative liabilities 16,825 - 16,825 Derivative expense 194,887 - 194,887 Gain on debt extinguishment (100,693 ) - (100,693 ) Loss on debt extinguishment 205,691 7,896 213,587 Change in fair value of marketable equity securities 579,036 (129 ) 578,907 Changes in operating assets and liabilities (Increase) decrease in Accounts receivable (625,304 ) 135,505 (489,799 ) Inventory 727,473 (1,010,162 ) (282,689 ) Prepaids and other (8,518 ) (54,622 ) (63,140 ) Increase (decrease) in Accounts payable and accrued expenses 113,830 489,560 603,390 Deferred revenue (26,397 ) 460,395 433,998 Operating lease liability (23,807 ) - (23,807 ) Net cash used in operating activities (607,545 ) (61,374 ) (668,919 ) Investing activities Cash acquired in acquisition of Smart Solutions Technologies, Inc. 218,640 4,817 223,457 Proceeds from sales of securities - net of purchases (42,000 ) 349 (41,651 ) Repayment - loan receivable - related party - 13,825 13,825 Advance - loan receivable - related party (3,264 ) 2,039 (1,225 ) Net cash provided by investing activities 173,376 21,030 194,406 Financing investing Proceeds from loans payable - - - Proceeds from loans payable - related party - - - Proceeds from issuance of convertible notes 353,750 25,000 378,750 Proceeds from issuance of convertible note - related party 195,000 - 195,000 Proceeds from loans payable 266,000 - 266,000 Repayment of loans payable (61,392 ) - (61,392 ) Repayments of notes payable - government - SBA (150,000 ) - (150,000 ) Repayments of loans payable - related parties (213,678 ) 1,874 (211,804 ) Repayments of loans payable - convertible notes related parties (32,245 ) 1 (32,244 ) Repayment of notes payable (516,234 ) (8,794 ) (525,028 ) Proceeds from draw downs on accounts receivable credit facility 3,774,456 22,263 3,796,719 Repayment on accounts receivable credit facility (3,042,024 ) - (3,042,024 ) Net cash provided by financing activities 573,633 40,344 613,977 Net increase (decrease) in cash 139,464 - 139,464 Cash - beginning of period 94,224 - 94,224 Cash - end of period $ 233,688 $ - $ 233,688 Supplemental disclosure of cash flow information Cash paid for interest - - Cash paid for income tax - - Supplemental disclosure of non-cash investing and financing activities Right-of-use asset obtained in exchange for new operating lease liability 345,229 345,229 Acquisition of SST in exchange for Class B preferred stock 700,000 700,000 Debt discount recorded in connection with derivative liability 66,851 66,851 Issuance of stock in conversion of debt and accrued interest 166,850 - 166,850 Conversion of Class B preferred stock into common stock 6 25 31 Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) 425,000 - 425,000 |
Schedule of Parent and Subsidia
Schedule of Parent and Subsidiaries (Details) | 6 Months Ended | |
Jun. 30, 2022 | ||
Parent Company [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation date | 1990 | |
State of incorporation | California | |
FOMO Advisors LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation date | 2021 | |
State of incorporation | Wyoming | |
SMARTSolution Technologies, L.P. [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation date | 1995 | [1] |
State of incorporation | Pennsylvania | |
IAQ Technologies LLC [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation date | 2020 | [2] |
State of incorporation | Pennsylvania | |
Energy Intelligence Center, LLC of Wyoming (EIC) [Member] | ||
Consolidation, Less than Wholly Owned Subsidiary, Parent Ownership Interest, Effects of Changes, Net [Line Items] | ||
Incorporation date | 2021 | [3] |
State of incorporation | Wyoming | |
[1]The Company was acquired on February 28, 2022[2]The Company was acquired in 2020[3]The Company was formed in 2021 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details Narrative) - USD ($) | 6 Months Ended | |||||
Mar. 07, 2021 | Mar. 06, 2021 | Mar. 06, 2021 | Feb. 12, 2021 | Oct. 19, 2020 | Jun. 30, 2022 | |
Issue of preferred B shares to acquire assets, shares | 50,000,000 | |||||
Warrant [Member] | ||||||
Issue of preferred B shares to acquire assets, shares | 50,000,000 | |||||
Energy Intelligencer Center LLC [Member] | Warrant [Member] | ||||||
Issue of preferred B shares to acquire assets, shares | 50,000,000 | 50,000,000 | ||||
Series B Preferred Stock [Member] | ||||||
Issue of preferred B shares to acquire assets, shares | 125,000 | |||||
Series B Preferred Stock [Member] | Independence LED Lighting LLC [Member] | ||||||
Issue of preferred B shares to acquire assets, shares | 250,000 | |||||
Issue of preferred B shares to acquire assets | $ 3,300,000 | |||||
Series B Preferred Stock [Member] | Energy Intelligencer Center LLC [Member] | ||||||
Issue of preferred B shares to acquire assets, shares | 125,000 | 125,000 | ||||
Issue of preferred B shares to acquire assets | $ 1,479,121 | $ 1,479,121 | ||||
Purge Virus LLC [Member] | Series B Preferred Stock [Member] | ||||||
Number of shares issued for consideration | 2,000,000 | |||||
Value of shares invested | $ 800,000 | |||||
Purge Virus LLC [Member] | ||||||
Ownership percentage | 100% |
Schedule of Fair Value of Asset
Schedule of Fair Value of Assets And Liabilities (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Defined Benefit Plan Disclosure [Line Items] | |||
Investments | $ 228,206 | $ 740,463 | |
Total Assets | 228,206 | 740,463 | |
Derivative liabilities | 958,406 | 1,105,537 | $ 834,230 |
Total Liabilities | 958,406 | 1,105,537 | |
Fair Value, Inputs, Level 1 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investments | 228,206 | 740,463 | |
Total Assets | 228,206 | 740,463 | |
Derivative liabilities | |||
Total Liabilities | |||
Fair Value, Inputs, Level 3 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Investments | |||
Total Assets | |||
Derivative liabilities | 958,406 | 1,105,537 | |
Total Liabilities | 958,406 | 1,105,537 | |
Fair Value, Inputs, Level 2 [Member] | |||
Defined Benefit Plan Disclosure [Line Items] | |||
Total Assets | |||
Total Liabilities |
Schedules of Concentration of R
Schedules of Concentration of Risk Percentage (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 16% | 0% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 11% | 0% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 10% | 0% |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 37% | 0% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Total Inventory | $ 499,234 | $ 8,114 |
Smart Boards [Member] | ||
Inventory [Line Items] | ||
Total Inventory | 487,679 | |
Clean Air Technology [Member] | ||
Inventory [Line Items] | ||
Total Inventory | $ 11,555 | $ 8,114 |
Schedule of Vendor Purchase Con
Schedule of Vendor Purchase Concentrations Percentage (Details) - Product Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member] | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 88% | 0% |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 88% | 0% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Product Information [Line Items] | ||
Revenue | $ 3,480,919 | $ 256,863 |
Percentage of revenues | 100% | 100% |
Smart Boards And Installation [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 3,191,542 | |
Percentage of revenues | 91% | 0% |
Installation Services [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 265,198 | |
Percentage of revenues | 8% | 0% |
Clean Air Technology Products [Member] | ||
Product Information [Line Items] | ||
Revenue | $ 24,179 | $ 256,863 |
Percentage of revenues | 1% | 100% |
Schedule of Sales Concentration
Schedule of Sales Concentrations Percentage (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 6 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 27% | 0% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 18% | 0% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 6% | 0% |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 51% | 0% |
Schedule of Anti Dilutive Equit
Schedule of Anti Dilutive Equity Securities Outstanding (Details) | 6 Months Ended |
Jun. 30, 2022 shares | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 12,544,350,185 |
Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 287,500,000 |
Series B Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 6,589,982,000 |
Series C Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 1,000,000 |
Convertible Debt [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 3,928,755,090 |
Warrant [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Total | 1,737,113,095 |
Schedule of Anti Dilutive Equ_2
Schedule of Anti Dilutive Equity Securities Outstanding (Details) (Parenthetical) | 6 Months Ended |
Jun. 30, 2022 shares | |
Series A Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion of convertible debt, shares | 50 |
Series B Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion of convertible debt, shares | 1,000 |
Series C Preferred Stock [Member] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |
Conversion of convertible debt, shares | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | |||||
Goodwill | $ 1,443,688 | $ 1,443,688 | |||
Impairment expense | 0 | $ 0 | $ 0 | $ 0 | |
Percentage of revenues | 100% | 100% | |||
Cash equivalents | 0 | $ 0 | 0 | ||
FDIC insured amount | 250,000 | 250,000 | |||
Allowance for doubtful accounts | 0 | 0 | 0 | ||
Bad debt expense | 0 | 0 | 0 | $ 0 | |
Impairment expense related to inventory | 0 | 0 | 0 | 0 | |
Impairment expense related to long lived assets | 0 | 0 | 0 | 0 | |
Impairment expense related to property and equipment | 0 | 0 | 0 | 0 | |
Deferred revenue | 1,116,315 | 1,116,315 | 11,100 | ||
Interest and penalties related to uncertain income tax positions | 0 | 0 | |||
Marketing and advertising costs | 10,424 | $ 0 | $ 23,724 | $ 0 | |
Common stock authorized to settle exercise of common stock equivalents | 1,000,000,000 | ||||
Minimum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 1 year | ||||
Maximum [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Estimated useful lives | 7 years | ||||
SMARTSolution Technologies, L.P. [Member] | |||||
Property, Plant and Equipment [Line Items] | |||||
Goodwill | $ 1,443,688 | $ 1,443,688 | $ 0 |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management’s Plans (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | ||||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||||||
Net loss | $ 1,067,046 | $ 1,825,808 | $ (1,182,709) | $ 2,389,230 | $ 2,892,854 | $ 1,206,521 | ||
Net cash used for operating activities | 668,919 | 918,827 | ||||||
Retained Earnings (Accumulated Deficit) | 23,230,891 | 23,230,891 | $ 20,245,145 | |||||
Stockholders' Equity Attributable to Parent | 1,102,220 | $ 87,341 | $ (1,294,823) | $ 63,886 | 1,102,220 | $ (1,294,823) | 310,227 | $ 164,439 |
Working capital | 2,623,983 | 2,623,983 | ||||||
Cash | $ 233,688 | $ 233,688 | $ 94,224 |
Summary of Loans Receivable Adv
Summary of Loans Receivable Advances Related Party (Details) - USD ($) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | ||
Repayments | $ (321,705) | |
Loans Payable Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance dates of advances | 2021 | |
Maturity date | Due on Demand | |
Interest rate | 20% | |
Collateral | Unsecured | |
Beginning balance | $ 53,732 | |
Advances | 3,264 | 53,732 |
Repayments | (15,864) | |
Ending balance | $ 41,132 | $ 53,732 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 273,094 | |
Accumulated depreciation | 192,855 | |
Total property and equipment - net | $ 80,239 | |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Propety and Equipment Estimated Useful Lives | 1 year | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Propety and Equipment Estimated Useful Lives | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 178,278 | |
Propety and Equipment Estimated Useful Lives | 40 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 70,221 | |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Propety and Equipment Estimated Useful Lives | 5 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Propety and Equipment Estimated Useful Lives | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 19,595 | |
Propety and Equipment Estimated Useful Lives | 10 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 5,000 | |
Propety and Equipment Estimated Useful Lives | 5 years | |
Computer Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | ||
Propety and Equipment Estimated Useful Lives | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Feb. 28, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||||
Depreciation expense | $ 1,735 | $ 0 | $ 2,314 | $ 0 | |
Property and equipment | $ 82,553 | $ 82,553 | |||
SMARTSolution Technologies, L.P. [Member] | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Property and equipment | $ 82,553 |
Schedule of Investments (Detail
Schedule of Investments (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |||||
Mar. 06, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Mar. 31, 2022 | ||||
Net Investment Income [Line Items] | |||||||
Marketable securities, fair value | $ 228,206 | $ 765,463 | $ 33,475 | ||||
Short position securities | 15,762 | ||||||
Issue of preferred B shares to acquire assets, shares | 50,000,000 | ||||||
Exercise price | $ 0.0001 | ||||||
Marketable securities, cost | $ 1,200,500 | ||||||
Marketable securities, unrealized gains | |||||||
Marketable securities, unrealized losses | (435,037) | ||||||
Himalaya Technologies Inc [Member] | |||||||
Net Investment Income [Line Items] | |||||||
Marketable securities, fair value | $ 12,000 | [1] | $ 12,220 | [2] | |||
Acquisition Date | 2021 | [1] | 2021 | [2] | |||
Investment Owned, Balance, Shares | 150,000 | [1] | 150,000 | [2] | |||
Share Price | $ 0.08 | [1] | $ 0.08 | [2] | |||
Mobicard, Inc. (PTOP) [Member] | |||||||
Net Investment Income [Line Items] | |||||||
Marketable securities, fair value | $ 84,000 | [3] | $ 147,000 | [4] | |||
Acquisition Date | 2019 | [3] | 2019 | [4] | |||
Investment Owned, Balance, Shares | 210,000,000 | [3] | 210,000,000 | [4] | |||
Share Price | $ 0.0004 | [3] | $ 0.0007 | [4] | |||
GenBio Inc [Member] | |||||||
Net Investment Income [Line Items] | |||||||
Marketable securities, fair value | $ 65,000 | [5] | $ 25,000 | [6] | |||
Acquisition Date | 2021 and 2022 | [5] | 2021 | [6] | |||
Investment Owned, Balance, Shares | 50,000 | [5] | 25,000 | [6] | |||
Share Price | $ 1 | [5] | $ 1 | [6] | |||
Securities Investment [Member] | |||||||
Net Investment Income [Line Items] | |||||||
Marketable securities, fair value | [7] | $ 67,206 | [8] | $ 581,243 | |||
Marketable securities, cost | 865,579 | ||||||
Marketable securities, unrealized gains | |||||||
Marketable securities, unrealized losses | $ (798,373) | ||||||
[1]during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 1,000,000 150,000 33,475 15,762 |
Schedule of Investments (Deta_2
Schedule of Investments (Details) (Parenthetical) - Himalaya Technologies Inc [Member] - shares | 12 Months Ended | |
Jul. 31, 2021 | Dec. 31, 2021 | |
Stock issued for conversion, shares | 50,000,000 | 1,000,000 |
Series B Preferred Stock [Member] | ||
Stock issued for conversion, shares | 150,000 | 150,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||||||||
Apr. 07, 2022 | Apr. 06, 2022 | Mar. 03, 2022 | Jan. 24, 2022 | Oct. 04, 2021 | Jul. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | |||
Shares value | $ 176,000 | $ 250,000 | |||||||||||
GenBio Inc [Member] | |||||||||||||
Share price | $ 1 | ||||||||||||
Value of shares invested | $ 7,500 | $ 7,500 | $ 10,000 | $ 15,000 | $ 25,000 | $ 40,000 | $ 25,000 | ||||||
Number of shares issued for consideration | 7,500 | 7,500 | 10,000 | 15,000 | 25,000 | 40,000 | 25,000 | ||||||
Share price | $ 1 | $ 1 | |||||||||||
Peer to Peer Inc [Member] | |||||||||||||
Warrants granted | 210,000,000 | ||||||||||||
Share price | $ 0.00070 | $ 0.0023 | |||||||||||
Shares value | $ 147,000 | $ 483,000 | |||||||||||
Peer to Peer Inc [Member] | Preferred Class B [Member] | |||||||||||||
Number of shares issued during period | 400,000 | ||||||||||||
Kanab Corp [Member] | |||||||||||||
Share price | $ 0.0001 | $ 0.0122 | |||||||||||
Shares value | $ 12,220 | ||||||||||||
Number of shares received for services | 1,000,000 | ||||||||||||
Himalaya Technologies Inc [Member] | |||||||||||||
Warrants granted | 50,000,000 | 1,000,000 | |||||||||||
Share price | $ 0.08 | [1] | $ 0.08 | [2] | |||||||||
Equity Method Investment, Quoted Market Value | $ 12,000 | ||||||||||||
Warrants outstanding term | 5 years | ||||||||||||
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | |||||||||||||
Warrants granted | 150,000 | 150,000 | |||||||||||
[1]during 2021, the Company exchanged 1,000,000 150,000 50,000,000 .0001 1,000,000 150,000 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Short-Term Debt [Line Items] | |||
Less: unamortized debt discount | $ 352,692 | ||
Convertible Notes Payable One [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Dates of Convertible Notes | June 2021 - January 2022 | ||
Maturity dates of convertible notes | April 2022 - January 2023 | ||
Debt instrument, interest rate | 10% | ||
Debt instrument, default interest rate | 24% | ||
Debt instrument, collateral | Unsecured | ||
Debt instrument convertible conversion rate | 0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period | ||
Balance - December 31, 2021 | $ 380,000 | ||
Conversion of debt to common stock | (55,000) | ||
Proceeds from issuance of notes | 335,000 | 380,000 | |
Prepayment of convertible note in cash | |||
Ending Balance | 676,206 | 380,000 | |
Less: unamortized debt discount | (204,695) | (318,455) | |
Balance | 471,511 | 61,545 | |
Conversion of accrued interest to note | $ 16,206 | ||
Convertible Notes Payable Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Dates of Convertible Notes | September 2021 | ||
Maturity dates of convertible notes | September 2022 | ||
Debt instrument, interest rate | 12% | ||
Debt instrument, default interest rate | 22% | ||
Debt instrument, collateral | Unsecured | ||
Debt instrument convertible conversion rate | 61% of the average of the two (2) lowest prices in the prior 20-day period | ||
Balance - December 31, 2021 | $ 43,750 | ||
Conversion of debt to common stock | (43,750) | ||
Proceeds from issuance of notes | 43,750 | ||
Prepayment of convertible note in cash | |||
Ending Balance | 43,750 | ||
Less: unamortized debt discount | (31,524) | ||
Balance | 12,226 | ||
Convertible Notes Payable Three [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Dates of Convertible Notes | October 2021 - January 2022 | ||
Maturity dates of convertible notes | October 2022 - January 2023 | ||
Debt instrument, interest rate | 12% | ||
Debt instrument, default interest rate | 22% | ||
Debt instrument, collateral | Unsecured | ||
Debt instrument convertible conversion rate | 61% of the average of the two (2) lowest prices in the prior 20-day period | ||
Balance - December 31, 2021 | $ 78,750 | ||
Conversion of debt to common stock | |||
Proceeds from issuance of notes | 43,750 | 78,750 | |
Prepayment of convertible note in cash | |||
Ending Balance | 122,500 | 78,750 | |
Less: unamortized debt discount | (47,658) | (63,216) | |
Balance | $ 74,842 | 15,534 | |
Convertible Notes Payable Four [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Dates of Convertible Notes | 2019 - 2020 | ||
Maturity dates of convertible notes | 2019 - 2021 | ||
Debt instrument, default interest rate | 22% | ||
Debt instrument, collateral | Unsecured | ||
Balance - December 31, 2021 | 226,186 | 226,186 | |
Conversion of debt to common stock | (483,436) | ||
Proceeds from issuance of notes | 372,250 | ||
Prepayment of convertible note in cash | (115,000) | ||
Ending Balance | |||
Less: unamortized debt discount | |||
Balance | |||
Convertible Notes Payable Four [Member] | Minimum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 10% | ||
Convertible Notes Payable Four [Member] | Maximum [Member] | |||
Short-Term Debt [Line Items] | |||
Debt instrument, interest rate | 12% | ||
Convertible Notes Payable [Member] | |||
Short-Term Debt [Line Items] | |||
Balance - December 31, 2021 | $ 502,500 | $ 226,186 | 226,186 |
Conversion of debt to common stock | (98,750) | (483,436) | |
Proceeds from issuance of notes | 378,750 | 874,750 | |
Prepayment of convertible note in cash | (115,000) | ||
Ending Balance | 798,706 | 502,500 | |
Less: unamortized debt discount | (252,353) | (413,195) | |
Balance | 546,353 | $ 89,305 | |
Conversion of accrued interest to note | $ 16,206 |
Schedule of Convertible Note Pa
Schedule of Convertible Note Payable Related Party (Details) - Convertible Debt [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Debt Instrument [Line Items] | |
Issuance Date of Convertible Note | Mar. 31, 2022 |
Maturity date of convertible note | Sep. 30, 2022 |
Interest Rate | 11.50% |
Default Interest Rate | 0% |
Beginning Balance | |
Proceeds from issuance of note | 195,000 |
Repayments | 0 |
Balance | $ 195,000 |
Schedule of Convertible Note _2
Schedule of Convertible Note Payable Related Party (Details) (Parenthetical) - Convertible Debt [Member] | 6 Months Ended |
Jun. 30, 2022 $ / shares shares | |
Debt Instrument [Line Items] | |
Share price | $ 0.001 |
Series B Preferred Stock [Member] | |
Debt Instrument [Line Items] | |
Preferred Stock, Shares Issued | shares | 200,000 |
Preferred stock conversion price | $ 1 |
Common stock conversion basis | 1,000 |
Schedule of Loans Payable - Rel
Schedule of Loans Payable - Related Parties (Details) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | ||
Short-Term Debt [Line Items] | |||
Balance - December 31, 2021 | $ 22,714 | $ 3,574 | |
Proceeds from advances | 19,140 | ||
Debt acquired in SST acquisition | 321,705 | ||
Advance | 89,387 | ||
Repayments | (333,435) | ||
Balance - June 30, 2022 | $ 100,371 | 22,714 | |
Loans Payable Related Party One [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date of Loan | [1] | Various | |
Maturity Date of Convertible Note | [1] | Due on Demand | |
Interest Rate | [1] | 0% | |
Default Interest Rate | [1] | 0% | |
Collateral | [1] | Unsecured | |
Conversion Rate | [1] | 0% | |
Balance - December 31, 2021 | [1] | ||
Proceeds from advances | [1] | ||
Debt acquired in SST acquisition | [1] | 321,705 | |
Advance | [1] | 89,387 | |
Repayments | [1] | (321,705) | |
Balance - June 30, 2022 | [1] | $ 89,387 | |
Loans Payable Related Party Two [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date of Loan | [2] | Various | |
Maturity Date of Convertible Note | [2] | Due on Demand | |
Interest Rate | [2] | 0% | |
Default Interest Rate | [2] | 0% | |
Collateral | [2] | Unsecured | |
Conversion Rate | [2] | 0% | |
Balance - December 31, 2021 | [2] | $ 5,168 | 3,574 |
Proceeds from advances | [2] | 1,594 | |
Debt acquired in SST acquisition | [2] | ||
Advance | [2] | ||
Repayments | [2] | (101) | |
Balance - June 30, 2022 | [2] | $ 5,067 | 5,168 |
Loans Payable Related Party Three [Member] | |||
Short-Term Debt [Line Items] | |||
Issuance Date of Loan | [3] | Various | |
Maturity Date of Convertible Note | [3] | Due on Demand | |
Interest Rate | [3] | 0% | |
Default Interest Rate | [3] | 0% | |
Collateral | [3] | Unsecured | |
Conversion Rate | [3] | 0% | |
Balance - December 31, 2021 | [3] | $ 17,546 | |
Proceeds from advances | [3] | 17,546 | |
Debt acquired in SST acquisition | [3] | ||
Advance | [3] | ||
Repayments | [3] | (11,629) | |
Balance - June 30, 2022 | [3] | $ 5,917 | $ 17,546 |
[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 FOMO.[3]reflects activity related to the Company’s current Chief Executive Officer of FOMO. |
Schedule of Loan Payable Other
Schedule of Loan Payable Other (Details) | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Short-Term Debt [Line Items] | |
Repayments of Long-Term Debt | $ (333,435) |
Loans Payable Other [Member] | |
Short-Term Debt [Line Items] | |
Issuance Date of Loan | Apr. 01, 2022 |
Maturity Date of Loan | Apr. 01, 2023 |
Interest Rate | 16% |
Default Interest Rate | 0% |
Debt Instrument, Collateral | Unsecured |
Conversion Rate | 0% |
Beginning Balance | |
Proceeds from Issuance of Debt | 266,000 |
Repayments of Long-Term Debt | (61,392) |
Balance | $ 204,608 |
Schedule of Accounts Receivable
Schedule of Accounts Receivable Credit Facility (Details) - Revolving Credit Facility [Member] | 6 Months Ended |
Jun. 30, 2022 USD ($) | |
Line of Credit Facility [Line Items] | |
Issuance Date of credit facility | Feb. 28, 2022 |
Maturity Date of credit facility | Feb. 28, 2024 |
Interest Rate | 11.50% |
Default Interest Rate | 0% |
Collateral | All assets |
Beginning Balance | |
Proceeds from Issuance of Debt | 3,629,865 |
Repayments | (2,875,170) |
Balance | $ 754,695 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Apr. 19, 2022 | Feb. 28, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Instrument [Line Items] | |||||||
Loss on debt extinguishment | $ 7,896 | $ 213,587 | $ 231,930 | ||||
Due to officer | 321,705 | $ 321,705 | |||||
Credit facility commitment fee description | 2% commitment fee for the establishment of the facility (1% due at funding and 1% due on February 28, 2023); and | ||||||
Tangible net worth | 350,000 | $ 350,000 | |||||
Revolving Credit Facility [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Revolving accounts receivable credit facility | $ 1,000,000 | ||||||
Credit facility interest rate | 85% | ||||||
Credit facility interest rate at period end | 0.40% | ||||||
Revolving Credit Facility [Member] | Minimum [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility interest rate | 11.50% | ||||||
Revolving Credit Facility [Member] | Prime Rate [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Credit facility variable interest rate | 5.25% | ||||||
Third Parties [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Debt conversion, amount | $ 104,367 | ||||||
Debt conversion, shares issued | 301,448,152 | ||||||
Loss on debt extinguishment | $ 205,691 | ||||||
Lender [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Accrued interest | 70,050 | 70,050 | |||||
Loans payable other | $ 266,000 | 266,000 | |||||
Proceeds from other loans payable | 195,950 | ||||||
Debt instrument, periodic payment, interest | $ 5,116 | ||||||
GS Capital [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Modified term of loan | $ 325,000 | ||||||
Accrued interest | 16,206 | ||||||
Convertible debt | $ 341,206 | ||||||
GS Capital [Member] | Extended Maturity [Member] | |||||||
Debt Instrument [Line Items] | |||||||
Maturity date | the maturity date was extended from April 19, 2022 to October 19, 2022 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities at Fair Value (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected terms | 3 months 18 days | 3 years |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected terms | 3 years | 5 years |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 0.0001 | 0.0001 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 0.01 | 0.01 |
Measurement Input, Price Volatility [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 384 | |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 196 | |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 377 | |
Measurement Input, Risk Free Interest Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 0.10 | |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 0.73 | |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 2.99 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Expected dividend rate | 0 | 0 |
Schedule of Derivative Liabil_2
Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||
Derivative liabilities - December 31, 2021 | $ 1,105,537 | $ 834,230 | $ 834,230 | ||
Fair value - commitment date | 361,737 | 3,817,678 | |||
Fair value - mark to market adjustment | 16,825 | (1,682,887) | |||
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | (1,863,484) | |||
Gain on debt extinguishment (derivative liabilities - convertible debt) | (100,693) | ||||
Derivative liabilities - June 30, 2022 | 958,406 | 958,406 | 1,105,537 | ||
Convertible Debt [Member] | |||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||
Derivative liabilities - December 31, 2021 | 330,294 | 834,230 | 834,230 | ||
Fair value - commitment date | 300,137 | 1,753,013 | |||
Fair value - mark to market adjustment | 241,711 | (393,465) | |||
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (1,863,484) | ||||
Gain on debt extinguishment (derivative liabilities - convertible debt) | (100,693) | ||||
Derivative liabilities - June 30, 2022 | 771,449 | 771,449 | 330,294 | ||
Warrant [Member] | |||||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | |||||
Derivative liabilities - December 31, 2021 | 775,243 | ||||
Fair value - commitment date | 61,600 | 2,064,665 | |||
Fair value - mark to market adjustment | (224,886) | (1,289,422) | |||
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | ||||
Gain on debt extinguishment (derivative liabilities - convertible debt) | |||||
Derivative liabilities - June 30, 2022 | $ 186,957 | $ 186,957 | $ 775,243 |
Schedule of Fair Value of Ass_2
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | Jun. 30, 2022 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | ||
Series B, preferred stock issued on February 28, 2022 (1,000,000 shares) | $ 700,000 | [1] |
Fair value of consideration transferred | 700,000 | |
Cash | 223,457 | |
Accounts receivable | 669,580 | |
Inventory | 208,431 | |
Property and equipment | 82,553 | |
Operating lease - right-of-use asset | 345,229 | |
Total assets acquired | 1,529,250 | |
Accounts payable and accrued expenses | 268,553 | |
Contract liabilities (deferred revenue) | 671,217 | |
Loan payable - related party | 321,705 | |
Note payable - government – SBA | 150,000 | |
Notes payable | 516,234 | |
Operating lease liability | 345,229 | |
Total liabilities assumed | 2,272,938 | |
Total net liabilities assumed | (743,688) | |
Goodwill in purchase of Smart Solution Technologies, Inc. | $ 1,443,688 | |
[1]Fair value of common stock was determined based upon the quoted closing trading price on date of issuance on as-converted basis to common stock. |
Schedule of Fair Value of Ass_3
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) (Parenthetical) | Feb. 28, 2022 shares |
Business Combination and Asset Acquisition [Abstract] | |
Business combination recognized identifiable assets acquired and liabilities | 1,000,000 |
Schedule of Business Acquisitio
Schedule of Business Acquisition Proforma Information (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) $ / shares shares | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ | $ 4,351,409 |
Net loss | $ | $ (12,263,881) |
Loss per share – basic | $ / shares | $ 0 |
Loss per share – diluted | $ / shares | $ 0 |
Weighted average number of shares – basic | shares | 16,511,004,083 |
Weighted average number of shares – diluted | shares | 16,511,004,083 |
Schedule of Acquisition of Inta
Schedule of Acquisition of Intangible Asset (Details) - USD ($) | 6 Months Ended | |
Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||
Total assets acquired | $ 1,529,250 | |
Goodwill | 1,443,688 | |
Energy Intelligencer Center LLC [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 1,479,121 | |
Total assets acquired | 1,165,600 | |
Goodwill | 313,521 | |
Energy Intelligencer Center LLC [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 505,600 | |
Energy Intelligencer Center LLC [Member] | Software [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 401,000 | |
Energy Intelligencer Center LLC [Member] | Website [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 259,000 | |
Energy Intelligencer Center LLC [Member] | Warrant [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 229,121 | |
Energy Intelligencer Center LLC [Member] | Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 1,250,000 | |
Energy Intelligencer Center LLC [Member] | Series B1 Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | ||
Independence LED Lighting LLC [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | 3,300,000 | |
Total assets acquired | 2,419,400 | |
Goodwill | 880,600 | |
Independence LED Lighting LLC [Member] | Trade Names [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 2,157,800 | |
Independence LED Lighting LLC [Member] | Software [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | ||
Independence LED Lighting LLC [Member] | Website [Member] | ||
Business Acquisition [Line Items] | ||
Total assets acquired | 261,600 | |
Independence LED Lighting LLC [Member] | Warrant [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | ||
Independence LED Lighting LLC [Member] | Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | ||
Independence LED Lighting LLC [Member] | Series B1 Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Fair value of consideration transferred | $ 3,300,000 |
Schedule of Acquisition of In_2
Schedule of Acquisition of Intangible Asset (Details) (Parenthetical) - shares | 6 Months Ended | |
Mar. 06, 2021 | Jun. 30, 2022 | |
Business Acquisition [Line Items] | ||
Stock issued during period, shares, purchase of assets | 50,000,000 | |
Warrant [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued during period, shares, purchase of assets | 50,000,000 | |
Series B Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued during period, shares, purchase of assets | 125,000 | |
Series B1 Preferred Stock [Member] | ||
Business Acquisition [Line Items] | ||
Stock issued during period, shares, purchase of assets | 250,000 |
Schedule of Business Acquisit_2
Schedule of Business Acquisition Proforma Related to Supplement Information (Details) | 12 Months Ended |
Dec. 31, 2021 USD ($) | |
Business Combination and Asset Acquisition [Abstract] | |
Revenues | $ 890,075 |
Net loss | $ (8,501,417) |
Acquisition and Pro Forma Fin_3
Acquisition and Pro Forma Financial Information (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||||||
Feb. 28, 2022 | Mar. 07, 2021 | Mar. 06, 2021 | Mar. 06, 2021 | Feb. 12, 2021 | Oct. 19, 2020 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Business Acquisition [Line Items] | ||||||||||||
Conversion of preferred Series B shares to common shares, shares | 1,000 | |||||||||||
Acquisition of goodwill | $ 1,443,688 | $ 1,443,688 | ||||||||||
Impairment amount | 0 | $ 0 | 0 | $ 0 | ||||||||
Stock issued during period purchase of assets shares | 50,000,000 | |||||||||||
Gain (loss) on sales of assets and asset impairment charges | 1,479,121 | |||||||||||
Independence LED Lighting LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition of goodwill | 880,600 | 880,600 | ||||||||||
Gain (loss) on sales of assets and asset impairment charges | 3,300,000 | |||||||||||
Energy Intelligencer Center LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition of goodwill | $ 313,521 | $ 313,521 | ||||||||||
SST [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Purge Virus LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Ownership percentage | 100% | |||||||||||
Common Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Conversion of preferred Series B shares to common shares, shares | 60,000,000 | |||||||||||
Warrant [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock issued during period purchase of assets shares | 50,000,000 | |||||||||||
Warrant [Member] | Energy Intelligencer Center LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock issued during period purchase of assets shares | 50,000,000 | 50,000,000 | ||||||||||
SST [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Brokerage fees | $ 50,000 | |||||||||||
SST [Member] | Common Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of shares issued for consideration | 1,000,000,000 | |||||||||||
Purge Virus LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition of goodwill | $ 596,906 | |||||||||||
Acquisition of intangible assets | $ 225,000 | |||||||||||
Purge Virus LLC [Member] | Minimum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition of intangible assets useful lives | 3 years | |||||||||||
Purge Virus LLC [Member] | Maximum [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Acquisition of intangible assets useful lives | 10 years | |||||||||||
IAQ Technologies LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Impairment amount | $ 803,156 | |||||||||||
Series B Preferred Stock [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock issued during period purchase of assets shares | 125,000 | |||||||||||
Series B Preferred Stock [Member] | Independence LED Lighting LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock issued during period purchase of assets shares | 250,000 | |||||||||||
Stock issued during period value purchase of assets | $ 3,300,000 | |||||||||||
Series B Preferred Stock [Member] | Energy Intelligencer Center LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Stock issued during period purchase of assets shares | 125,000 | 125,000 | ||||||||||
Stock issued during period value purchase of assets | $ 1,479,121 | $ 1,479,121 | ||||||||||
Series B Preferred Stock [Member] | SST [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of shares issued for consideration | 1,000,000 | |||||||||||
Value of shares invested | $ 700,000 | |||||||||||
Acquisition share price | $ 0.0007 | |||||||||||
Series B Preferred Stock [Member] | Purge Virus LLC [Member] | ||||||||||||
Business Acquisition [Line Items] | ||||||||||||
Number of shares issued for consideration | 2,000,000 | |||||||||||
Value of shares invested | $ 800,000 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 6 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease - right-of-use asset - non-current | $ 316,460 | ||
Operating lease liability | $ 321,422 | ||
Weighted-average remaining lease term (years) | 4 years 8 months 1 day | ||
Weighted-average discount rate | 8% | ||
Amortization of right-of-use operating lease asset | $ 28,769 | ||
Lease liability expense in connection with obligation repayment | 11,193 | ||
Total operating lease costs | 39,962 | ||
Operating cash outflows from operating lease (obligation payment) | 23,807 | ||
Right-of-use asset obtained in exchange for new operating lease liability | $ 345,229 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Jun. 30, 2022 | Dec. 31, 2021 |
Commitments and Contingencies Disclosure [Abstract] | ||
2022 (6 Months) | $ 42,000 | |
2023 | 84,000 | |
2024 | 84,000 | |
2025 | 84,000 | |
2026 | 84,000 | |
2027 | 7,000 | |
Total undiscounted cash flows | 385,000 | |
Less: amount representing interest | (63,578) | |
Present value of operating lease liability | 321,422 | |
Less: current portion of operating lease liability | (60,472) | |
Long-term operating lease liability | $ 260,950 |
Commitments and Contingencies_2
Commitments and Contingencies (Details Narrative) | 1 Months Ended |
Feb. 28, 2022 USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease term | 5 years |
Lease and rental expense | $ 7,000 |
Stockholders_ Deficit (Details
Stockholders’ Deficit (Details Narrative) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||||
Feb. 28, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Class of Stock [Line Items] | ||||||||
Common stock, par value | $ 0 | $ 0 | $ 0 | |||||
Warrants converted | 750,000,000 | 750,000,000 | ||||||
Stock Issued for services value | $ 535,000 | $ 99,640 | ||||||
Conversion of convertible securities value | 563,643 | |||||||
Debt extinguishment | $ (7,896) | $ (213,587) | $ (231,930) | |||||
Stock issued during period, value, new issues | $ 176,000 | $ 250,000 | ||||||
Stock issued during period, value, acquisitions | 700,000 | |||||||
Stock issued for services | $ 1,766,014 | |||||||
Independence LED LLC and Energy Intelligence Center LLC [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock issued during period, shares, acquisitions | 375,000 | |||||||
Stock issued during period, value, acquisitions | $ 4,550,000 | |||||||
Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of convertible debt, shares | 1,396,567,128 | |||||||
Conversion of convertible securities value | $ 2,822,218 | |||||||
Shares issued | 301,448,152 | |||||||
Interest payable | $ 104,368 | $ 104,368 | ||||||
Converted instrument value | 310,059 | |||||||
Debt extinguishment | $ 205,691 | $ 475,199 | ||||||
SST [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Ownership interest percentage | 100% | |||||||
Minimum [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0007 | $ 0.0007 | ||||||
Maximum [Member] | Convertible Debt [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0015 | $ 0.0015 | ||||||
Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of convertible debt, shares | 905,435,038 | |||||||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | ||||||
Common stock, par value | $ 0 | $ 0 | ||||||
Voting rights | Voting at 1 vote per share | |||||||
Stock Issued for services shares | 6,550,000 | 195,321,508 | ||||||
Stock Issued for services value | $ 99,640 | $ 556,664 | ||||||
Number of shares issued during period | 75,000,000 | 65,000,000 | ||||||
Conversion of convertible securities value | $ 563,643 | |||||||
Stock issued during period, value, new issues | $ 176,000 | 250,000 | ||||||
Stock issued during period, value, acquisitions | ||||||||
Stock Issued for cancellation shares | 125,000 | |||||||
Stock Issued for cancellation shares | $ 125,000 | |||||||
Common Stock [Member] | Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued during period | 527,500,000 | |||||||
Stock issued during period, value, new issues | $ 1,000,000 | |||||||
Common Stock [Member] | Convertible Promissory Notes [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued during period | 10,000,000 | |||||||
Stock issued during period, value, new issues | $ 20,000 | |||||||
Common Stock [Member] | SST [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of convertible debt, shares | 1,000,000,000 | |||||||
Shares issued, price per share | $ 0.0007 | |||||||
Conversion of convertible securities value | $ 700,000 | |||||||
Warrant [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Warrant cashless exercise | 645,833,333 | 645,833,333 | ||||||
Warrants converted | 750,000,000 | 750,000,000 | ||||||
Net effect on stockholders equity | $ 0 | $ 0 | ||||||
Shares issued | 645,833,333 | |||||||
Convertible Preferred Stock Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of convertible debt, shares | 50 | 50 | ||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements | 287,500,000 | 287,500,000 | ||||||
Preferred stock voting rights | 50 votes for each share held | 50 votes for each share held | ||||||
Convertible Preferred Stock Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of convertible debt, shares | 1,000 | 1,000 | ||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements | 6,589,982,000 | 5,249,982,000 | ||||||
Preferred stock voting rights | 1,000 votes for each share held | 1,000 votes for each share held | ||||||
Convertible Preferred Stock Class C [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of convertible debt, shares | 1 | 1 | ||||||
Incremental Common Shares Attributable to Dilutive Effect of Share-Based Payment Arrangements | 100,000,000,000 | 100,000,000,000 | ||||||
Preferred stock voting rights | 100,000 votes for each share | 100,000 votes for each share | ||||||
Dilutive securities of share-based payment arrangements | 1,000,000 | 1,000,000 | ||||||
Convertible Preferred Stock Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 78,000,000 | 78,000,000 | 78,000,000 | |||||
Preferred stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Preferred stock, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Preferred stock stated value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | 0.0001 | |||||
Dividends | $ 0.0035 | |||||||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, redemption amount | $ 0 | $ 0 | $ 0 | |||||
Convertible Preferred Stock Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | 20,000,000 | |||||
Preferred stock, shares issued | 6,589,982 | 6,589,982 | 5,249,982 | |||||
Preferred stock, shares outstanding | 6,589,982 | 6,589,982 | 5,249,982 | |||||
Preferred stock stated value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, redemption amount | $ 0 | $ 0 | 0 | |||||
Convertible Preferred Stock Class B [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Net effect on stockholders equity | $ 0 | |||||||
Convertible Preferred Stock Class C [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | 2,000,000 | |||||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | 1,000,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | $ 0 | |||||
Preferred stock, redemption amount | $ 0 | $ 0 | $ 0 | |||||
Series B Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued for services shares | 650,000 | |||||||
Stock Issued for services value | $ 535,000 | |||||||
Preferred stock, converted basic | 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. | |||||||
Series B Preferred Stock [Member] | Minimum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0008 | $ 0.0008 | ||||||
Series B Preferred Stock [Member] | Maximum [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Shares issued, price per share | $ 0.0009 | $ 0.0009 | ||||||
Series B Preferred Stock [Member] | SST [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued during period | 1,000,000 | |||||||
Preferred Class B [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 6,839,982 | 6,839,982 | 5,249,982 | |||||
Preferred stock, shares outstanding | 6,839,982 | 6,839,982 | 5,249,982 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Net effect on stockholders equity | $ 0 | $ 0 | ||||||
Conversion of stock | 310,000,000 | |||||||
Conversion of Stock, Shares Converted | 310,000 | 335,000 | ||||||
Preferred Class B [Member] | Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued during period | 175,000 | |||||||
Stock issued during period, value, new issues | $ 449,279 | |||||||
Gain loss on cancellation | $ 449,279 | |||||||
Preferred Class B [Member] | Common Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Conversion of Stock, Shares Converted | 335,000,000 | |||||||
Preferred Class B [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued for services shares | 650,000 | |||||||
Stock Issued for services value | $ 65 | |||||||
Conversion of convertible securities value | ||||||||
Stock issued during period, value, new issues | ||||||||
Stock issued during period, shares, acquisitions | 1,000,000 | |||||||
Stock issued during period, value, acquisitions | $ 100 | |||||||
Stock issued for services, shares | 571,167 | |||||||
Preferred Class A [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Preferred stock, shares issued | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Preferred stock, shares outstanding | 5,750,000 | 5,750,000 | 5,750,000 | |||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | |||||
Preferred Class A [Member] | Cash [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Number of shares issued during period | 2,750,000 | |||||||
Stock issued during period, value, new issues | $ 275,000 | |||||||
Preferred Class A [Member] | Preferred Stock [Member] | ||||||||
Class of Stock [Line Items] | ||||||||
Stock Issued for services value | ||||||||
Conversion of convertible securities value | ||||||||
Stock issued during period, value, new issues | ||||||||
Stock issued during period, value, acquisitions |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - USD ($) | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | Dec. 31, 2020 | |
Warrants | ||||
Number of Warrants, Outstanding, Balance | 2,002,113,095 | 713,571,428 | 713,571,428 | |
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0016 | $ 0.0011 | $ 0.0011 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 1 year 11 months 4 days | 2 years 4 months 17 days | 2 years 11 months 1 day | |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | $ 149,500 | $ 149,500 | |
Number of Warrants, Granted | 485,000,000 | 1,288,541,667 | ||
Weighted Average Exercise Price, Granted | $ 0.0012 | $ 0.0018 | ||
Number of Warrants, Exercised | (750,000,000) | |||
Weighted Average Exercise Price, Exercised | $ 0.0001 | |||
Number of Warrants, Cancelled/Forfeited | ||||
Weighted Average Exercise Price, Cancelled/Forfeited | ||||
Number of Warrants, Outstanding, Balance | 2,002,113,095 | 2,002,113,095 | ||
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0021 | $ 0.0016 | $ 0.0011 | |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | $ 149,500 | ||
Number of Warrants,Exercisable, Balance | 1,737,113,095 | 2,002,113,095 | ||
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0021 | $ 0.0016 | ||
Weighted Average Remaining Contractual Term (Years), Exercisable | 1 year 11 months 4 days | 2 years 4 months 17 days | 2 years 4 months 17 days | |
Aggregate Intrinsic Value, Exercisable | $ 450,000 | |||
Weighted Average Remaining Contractual Term (Years), Outstanding | 2 years 4 months 17 days | |||
Number of Warrants,Exercisable, Balance | 2,002,113,095 | |||
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0016 | |||
Aggregate Intrinsic Value, Exercisable | $ 450,000 | |||
Number of Warrants, Outstanding, Balance | 1,737,113,095 | 2,002,113,095 | 713,571,428 |
Summary of Fair Value of Warran
Summary of Fair Value of Warrants (Details) - $ / shares | 6 Months Ended | 12 Months Ended |
Jun. 30, 2022 | Dec. 31, 2021 | |
Employee Compensation [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 0.001 | $ 0.002 |
Expected volatility | 375% | 384% |
Risk-free interest rate | 1.62% | 0% |
Expected term (in years) | 3 years | 3 years |
Expected dividend rate | 0% | 0% |
Board Advisory Compensation [Member] | ||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||
Exercise price | $ 0.001 | |
Expected volatility | 374% | |
Risk-free interest rate | 1.76% | |
Expected term (in years) | 3 years | |
Expected dividend rate | 0% |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Warrants granted for services | $ 209,713 | ||
Warrants converted | 750,000,000 | ||
Warrant [Member] | |||
Shares issued in conversion | 645,833,333 | ||
Warrants converted | 750,000,000 | ||
Net effect on stockholders equity | $ 0 | ||
Convertible Debt Issuances [Member] | |||
Warrants granted | 165,000,000 | 1,108,541,667 | |
Warrants grant period | 3 years | 3 years | |
Share Price | $ 0.0001 | ||
Convertible Debt Issuances [Member] | Minimum [Member] | |||
Share Price | $ 0.0001 | ||
Convertible Debt Issuances [Member] | Maximum [Member] | |||
Share Price | $ 0.0012 | ||
Employee Compensation [Member] | |||
Warrants granted | 300,000,000 | 180,000,000 | |
Warrants grant period | 3 years | 3 years | |
Warrants granted for services | $ 209,713 | $ 997,637 | |
Board Advisory Compensation [Member] | |||
Warrants granted | 20,000,000 | ||
Warrants grant period | 3 years | ||
Warrants granted for services | $ 13,981 |
Schedule of Consolidated Balanc
Schedule of Consolidated Balance Sheets (Details) - USD ($) | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Jun. 30, 2021 | Mar. 31, 2021 | Dec. 31, 2020 |
Current Assets | ||||||
Cash | $ 233,688 | $ 94,224 | ||||
Accounts receivable - net | 1,196,170 | 36,790 | ||||
Loan receivable - related party | 41,132 | 53,732 | ||||
Inventory - net | 499,234 | 8,114 | ||||
Prepaids and other | 63,363 | 223 | ||||
Total Current Assets | 2,033,587 | 193,083 | ||||
Property and equipment - net | 80,239 | |||||
Operating lease - right-of-use asset | 316,460 | |||||
Goodwill | 1,443,688 | |||||
Investments | 228,206 | 765,463 | ||||
Total Assets | 4,102,180 | 958,546 | ||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 914,338 | 40,117 | ||||
Accounts receivable credit facility | 754,695 | |||||
Operating lease liability | 60,472 | |||||
Convertible notes payable - net | 546,353 | 89,305 | ||||
Loans payable- other | 204,608 | |||||
Loans payable - related parties | 9,491 | 22,714 | ||||
Preferred dividend payable | 92,892 | |||||
Deferred revenue | 1,116,315 | 11,100 | ||||
Derivative liabilities | 958,406 | 1,105,537 | ||||
Total Current Liabilities | 4,657,570 | 1,268,773 | ||||
Long Term Liabilities | ||||||
Loans payable - related parties | 90,880 | |||||
Convertible notes payable - related party - net | 195,000 | |||||
Operating lease liability | 260,950 | |||||
Total Long-Term Liabilities | 546,830 | |||||
Total Liabilities | 5,204,400 | 1,268,773 | ||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | ||||||
Common stock | 8,941,860 | 8,631,776 | ||||
Additional paid-in capital | 13,185,477 | 11,301,942 | ||||
Accumulated deficit | (23,230,891) | (20,245,145) | ||||
Total Stockholders’ Equity (Deficit) | (1,102,220) | $ (87,341) | (310,227) | $ 1,294,823 | $ (63,886) | $ (164,439) |
Total Liabilities and Stockholders’ Equity (Deficit) | 4,102,180 | 958,546 | ||||
Preferred Class A [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | 575 | 575 | ||||
Preferred Class B [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | 659 | 525 | ||||
Preferred Class C [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | 100 | $ 100 | ||||
Previously Reported [Member] | ||||||
Current Assets | ||||||
Cash | 233,688 | |||||
Accounts receivable - net | 1,270,215 | |||||
Loan receivable - related party | 56,996 | |||||
Inventory - net | 725,265 | |||||
Prepaids and other | 8,741 | |||||
Total Current Assets | 2,294,905 | |||||
Property and equipment - net | 140,626 | |||||
Operating lease - right-of-use asset | 316,460 | |||||
Goodwill | 806,854 | |||||
Investments | 228,427 | |||||
Total Assets | 3,787,272 | |||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | 946,358 | |||||
Accounts receivable credit facility | 732,432 | |||||
Operating lease liability | 60,472 | |||||
Convertible notes payable - net | 546,353 | |||||
Loans payable- other | 204,608 | |||||
Loans payable - related parties | 9,109 | |||||
Preferred dividend payable | 0 | |||||
Deferred revenue | 825,340 | |||||
Derivative liabilities | 958,406 | |||||
Total Current Liabilities | 4,283,078 | |||||
Long Term Liabilities | ||||||
Loans payable - related parties | ||||||
Convertible notes payable - related party - net | 162,755 | |||||
Operating lease liability | 260,950 | |||||
Total Long-Term Liabilities | 423,705 | |||||
Total Liabilities | 4,706,783 | |||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | ||||||
Common stock | 8,941,835 | |||||
Additional paid-in capital | 13,185,477 | |||||
Accumulated deficit | (23,048,182) | |||||
Total Stockholders’ Equity (Deficit) | (919,511) | |||||
Total Liabilities and Stockholders’ Equity (Deficit) | 3,787,272 | |||||
Previously Reported [Member] | Preferred Class A [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | 575 | |||||
Previously Reported [Member] | Preferred Class B [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | 684 | |||||
Previously Reported [Member] | Preferred Class C [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | 100 | |||||
Revision of Prior Period, Adjustment [Member] | ||||||
Current Assets | ||||||
Cash | ||||||
Accounts receivable - net | (74,045) | |||||
Loan receivable - related party | (15,864) | |||||
Inventory - net | (226,031) | |||||
Prepaids and other | 54,622 | |||||
Total Current Assets | (261,318) | |||||
Property and equipment - net | (60,387) | |||||
Operating lease - right-of-use asset | ||||||
Goodwill | 636,834 | |||||
Investments | (221) | |||||
Total Assets | 314,908 | |||||
Current Liabilities | ||||||
Accounts payable and accrued expenses | (32,020) | |||||
Accounts receivable credit facility | 22,263 | |||||
Operating lease liability | ||||||
Convertible notes payable - net | ||||||
Loans payable- other | ||||||
Loans payable - related parties | 382 | |||||
Preferred dividend payable | 92,892 | |||||
Deferred revenue | 290,975 | |||||
Derivative liabilities | ||||||
Total Current Liabilities | 374,492 | |||||
Long Term Liabilities | ||||||
Loans payable - related parties | 90,880 | |||||
Convertible notes payable - related party - net | 32,245 | |||||
Operating lease liability | ||||||
Total Long-Term Liabilities | 123,125 | |||||
Total Liabilities | 497,617 | |||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | ||||||
Common stock | 25 | |||||
Additional paid-in capital | ||||||
Accumulated deficit | (182,709) | |||||
Total Stockholders’ Equity (Deficit) | (182,709) | |||||
Total Liabilities and Stockholders’ Equity (Deficit) | 314,908 | |||||
Revision of Prior Period, Adjustment [Member] | Preferred Class A [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | ||||||
Revision of Prior Period, Adjustment [Member] | Preferred Class B [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value | (25) | |||||
Revision of Prior Period, Adjustment [Member] | Preferred Class C [Member] | ||||||
Stockholders’ Equity (Deficit) | ||||||
Preferred stock, value |
Schedule of Consolidated Statem
Schedule of Consolidated Statements of Operations (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Sales - net | $ 2,888,628 | $ 105,471 | $ 3,480,919 | $ 256,863 | ||
Cost of sales | 2,668,240 | 65,285 | 3,189,087 | 197,506 | ||
Gross profit | 220,388 | 40,186 | 291,832 | 59,357 | ||
General and administrative expenses | 457,485 | 826,286 | 1,681,309 | 1,416,071 | ||
Loss from operations | (237,097) | (786,100) | (1,389,477) | (1,356,714) | ||
Other income (expense) | ||||||
Interest expense | (189,070) | 445,622 | (247,172) | 234,310 | ||
Amortization of debt discount | (146,916) | (352,692) | ||||
Change in fair value of derivative liabilities | (14,109) | 1,800,000 | (16,825) | 424,626 | ||
Derivative expense | (182,695) | (194,887) | ||||
Gain on debt extinguishment (derivative liabilities – convertible debt) | 100,693 | |||||
Loss on debt extinguishment | (7,896) | (213,587) | ||||
Change in fair value of marketable equity securities | (289,263) | (578,907) | ||||
Gain on debt forgiveness | 11,593 | 11,593 | ||||
Loss on investment | (288,406) | (288,406) | ||||
Total other income (expense) - net | (829,949) | 1,968,809 | (1,503,377) | 150,193 | ||
Net income (loss) | (1,067,046) | $ (1,825,808) | $ 1,182,709 | $ (2,389,230) | (2,892,854) | $ (1,206,521) |
Preferred stock dividends | (47,833) | (92,892) | ||||
Net loss available to common shareholders | $ (1,114,879) | $ (2,985,746) | ||||
Loss per share - basic and diluted | $ 0 | $ 0 | $ 0 | $ 0 | ||
Weighted average number of shares - basic and diluted | 8,105,085,037 | 5,578,818,213 | 7,776,910,177 | 5,653,234,527 | ||
Previously Reported [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Sales - net | $ 2,646,008 | $ 3,880,576 | ||||
Cost of sales | 2,440,520 | 3,509,160 | ||||
Gross profit | 205,488 | 371,416 | ||||
General and administrative expenses | 458,351 | 1,664,444 | ||||
Loss from operations | (252,863) | (1,293,028) | ||||
Other income (expense) | ||||||
Interest expense | (198,776) | (261,571) | ||||
Amortization of debt discount | (146,916) | (352,692) | ||||
Change in fair value of derivative liabilities | (14,109) | (16,285) | ||||
Derivative expense | (182,695) | (194,887) | ||||
Gain on debt extinguishment (derivative liabilities – convertible debt) | 100,693 | |||||
Loss on debt extinguishment | (205,691) | |||||
Change in fair value of marketable equity securities | (289,393) | (579,036) | ||||
Gain on debt forgiveness | ||||||
Loss on investment | ||||||
Total other income (expense) - net | (831,889) | (1,510,009) | ||||
Net income (loss) | (1,084,752) | (2,803,037) | ||||
Preferred stock dividends | ||||||
Net loss available to common shareholders | $ (1,084,752) | $ (2,803,037) | ||||
Loss per share - basic and diluted | $ 0 | $ 0 | ||||
Weighted average number of shares - basic and diluted | 8,105,085,037 | 7,776,910,177 | ||||
Revision of Prior Period, Adjustment [Member] | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Sales - net | $ 242,620 | $ (399,657) | ||||
Cost of sales | 227,720 | (320,073) | ||||
Gross profit | 14,900 | (79,584) | ||||
General and administrative expenses | (866) | 16,865 | ||||
Loss from operations | 15,766 | (96,449) | ||||
Other income (expense) | ||||||
Interest expense | 9,706 | 14,399 | ||||
Amortization of debt discount | ||||||
Change in fair value of derivative liabilities | (540) | |||||
Derivative expense | ||||||
Gain on debt extinguishment (derivative liabilities – convertible debt) | ||||||
Loss on debt extinguishment | (7,896) | (7,896) | ||||
Change in fair value of marketable equity securities | 130 | 129 | ||||
Gain on debt forgiveness | ||||||
Loss on investment | ||||||
Total other income (expense) - net | 1,940 | 6,632 | ||||
Net income (loss) | 17,706 | (89,817) | ||||
Preferred stock dividends | (47,833) | (92,892) | ||||
Net loss available to common shareholders | $ (30,127) | $ (182,709) |
Schedule of Consolidated Stat_2
Schedule of Consolidated Statements of Cash Flows (Details) - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||||
Jun. 30, 2022 | Mar. 31, 2022 | Jun. 30, 2021 | Mar. 31, 2021 | Jun. 30, 2022 | Jun. 30, 2021 | Dec. 31, 2021 | |
Operating activities | |||||||
Net loss | $ (1,067,046) | $ (1,825,808) | $ 1,182,709 | $ (2,389,230) | $ (2,892,854) | $ (1,206,521) | |
Adjustments to reconcile net loss to net cash used in operations | |||||||
Stock based compensation | 535,000 | 241,500 | |||||
Warrants issued for services | 209,713 | ||||||
Warrants issued for service - related party | 13,981 | ||||||
Amortization of debt discount | 352,692 | ||||||
Amortization of operating lease - right-of-use asset | 28,769 | ||||||
Depreciation and amortization expense | 2,314 | ||||||
Change in fair value of derivative liabilities | 16,825 | 331,539 | |||||
Derivative expense | 182,695 | 194,887 | |||||
Gain on debt extinguishment | (100,693) | ||||||
Loss on debt extinguishment | 7,896 | 213,587 | |||||
Change in fair value of marketable equity securities | 578,907 | ||||||
Increase (decrease) in | |||||||
Accounts receivable | (489,799) | (39,062) | |||||
Inventory | (282,689) | (231,614) | |||||
Prepaids and other | (63,140) | (130,013) | |||||
Accounts payable and accrued expenses | 603,390 | (221) | |||||
Deferred revenue | 433,998 | ||||||
Operating lease liability | (23,807) | ||||||
Net cash used in operating activities | (668,919) | (918,827) | |||||
Investing activities | |||||||
Cash acquired in acquisition of Smart Solutions Technologies, Inc. | 223,457 | ||||||
Proceeds from sales of securities - net of purchases | (41,651) | ||||||
Repayment - loan receivable - related party | 13,825 | ||||||
Advance - loan receivable - related party | (1,225) | ||||||
Net cash provided by investing activities | 194,406 | ||||||
Financing investing | |||||||
Proceeds from loans payable | |||||||
Proceeds from loans payable - related party | |||||||
Proceeds from issuance of convertible notes | 378,750 | ||||||
Proceeds from issuance of convertible note - related party | 195,000 | ||||||
Proceeds from loans payable | 266,000 | 188,834 | |||||
Repayment of loans payable | (61,392) | ||||||
Repayments of notes payable - government - SBA | (150,000) | ||||||
Repayments of loans payable - related parties | (211,804) | ||||||
Repayments of loans payable - convertible notes related parties | (32,244) | ||||||
Repayment of notes payable | (525,028) | ||||||
Proceeds from draw downs on accounts receivable credit facility | 3,796,719 | ||||||
Repayment on accounts receivable credit facility | (3,042,024) | ||||||
Net cash provided by financing activities | 613,977 | 938,834 | |||||
Net increase (decrease) in cash | 139,464 | 20,007 | |||||
Cash - beginning of period | 94,224 | $ 12,069 | 94,224 | 12,069 | $ 12,069 | ||
Cash - end of period | 233,688 | $ 32,076 | 233,688 | 32,076 | 94,224 | ||
Supplemental disclosure of cash flow information | |||||||
Cash paid for interest | |||||||
Cash paid for income tax | |||||||
Supplemental disclosure of non-cash investing and financing activities | |||||||
Right-of-use asset obtained in exchange for new operating lease liability | 345,229 | ||||||
Acquisition of SST in exchange for Class B preferred stock | 700,000 | ||||||
Debt discount recorded in connection with derivative liability | 66,851 | ||||||
Issuance of stock in conversion of debt and accrued interest | 166,850 | 563,643 | |||||
Conversion of Class B preferred stock into common stock | 31 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) | 425,000 | ||||||
Previously Reported [Member] | |||||||
Operating activities | |||||||
Net loss | (1,084,752) | (2,803,037) | |||||
Adjustments to reconcile net loss to net cash used in operations | |||||||
Stock based compensation | 535,000 | ||||||
Warrants issued for services | 209,713 | ||||||
Warrants issued for service - related party | 13,981 | ||||||
Amortization of debt discount | 352,692 | ||||||
Amortization of operating lease - right-of-use asset | 28,769 | ||||||
Depreciation and amortization expense | 2,314 | ||||||
Change in fair value of derivative liabilities | 16,825 | ||||||
Derivative expense | 182,695 | 194,887 | |||||
Gain on debt extinguishment | (100,693) | ||||||
Loss on debt extinguishment | 205,691 | ||||||
Change in fair value of marketable equity securities | 579,036 | ||||||
Increase (decrease) in | |||||||
Accounts receivable | (625,304) | ||||||
Inventory | 727,473 | ||||||
Prepaids and other | (8,518) | ||||||
Accounts payable and accrued expenses | 113,830 | ||||||
Deferred revenue | (26,397) | ||||||
Operating lease liability | (23,807) | ||||||
Net cash used in operating activities | (607,545) | ||||||
Investing activities | |||||||
Cash acquired in acquisition of Smart Solutions Technologies, Inc. | 218,640 | ||||||
Proceeds from sales of securities - net of purchases | (42,000) | ||||||
Repayment - loan receivable - related party | |||||||
Advance - loan receivable - related party | (3,264) | ||||||
Net cash provided by investing activities | 173,376 | ||||||
Financing investing | |||||||
Proceeds from loans payable | |||||||
Proceeds from loans payable - related party | |||||||
Proceeds from issuance of convertible notes | 353,750 | ||||||
Proceeds from issuance of convertible note - related party | 195,000 | ||||||
Proceeds from loans payable | 266,000 | ||||||
Repayment of loans payable | (61,392) | ||||||
Repayments of notes payable - government - SBA | (150,000) | ||||||
Repayments of loans payable - related parties | (213,678) | ||||||
Repayments of loans payable - convertible notes related parties | (32,245) | ||||||
Repayment of notes payable | (516,234) | ||||||
Proceeds from draw downs on accounts receivable credit facility | 3,774,456 | ||||||
Repayment on accounts receivable credit facility | (3,042,024) | ||||||
Net cash provided by financing activities | 573,633 | ||||||
Net increase (decrease) in cash | 139,464 | ||||||
Cash - beginning of period | 94,224 | 94,224 | |||||
Cash - end of period | 233,688 | 233,688 | 94,224 | ||||
Supplemental disclosure of cash flow information | |||||||
Cash paid for interest | |||||||
Cash paid for income tax | |||||||
Supplemental disclosure of non-cash investing and financing activities | |||||||
Right-of-use asset obtained in exchange for new operating lease liability | 345,229 | ||||||
Acquisition of SST in exchange for Class B preferred stock | 700,000 | ||||||
Debt discount recorded in connection with derivative liability | 66,851 | ||||||
Issuance of stock in conversion of debt and accrued interest | 166,850 | ||||||
Conversion of Class B preferred stock into common stock | 6 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) | 425,000 | ||||||
Revision of Prior Period, Adjustment [Member] | |||||||
Operating activities | |||||||
Net loss | 17,706 | (89,817) | |||||
Adjustments to reconcile net loss to net cash used in operations | |||||||
Stock based compensation | |||||||
Warrants issued for services | |||||||
Warrants issued for service - related party | |||||||
Amortization of debt discount | |||||||
Amortization of operating lease - right-of-use asset | |||||||
Depreciation and amortization expense | |||||||
Change in fair value of derivative liabilities | |||||||
Derivative expense | |||||||
Gain on debt extinguishment | |||||||
Loss on debt extinguishment | 7,896 | 7,896 | |||||
Change in fair value of marketable equity securities | (129) | ||||||
Increase (decrease) in | |||||||
Accounts receivable | 135,505 | ||||||
Inventory | (1,010,162) | ||||||
Prepaids and other | (54,622) | ||||||
Accounts payable and accrued expenses | 489,560 | ||||||
Deferred revenue | 460,395 | ||||||
Operating lease liability | |||||||
Net cash used in operating activities | (61,374) | ||||||
Investing activities | |||||||
Cash acquired in acquisition of Smart Solutions Technologies, Inc. | 4,817 | ||||||
Proceeds from sales of securities - net of purchases | 349 | ||||||
Repayment - loan receivable - related party | 13,825 | ||||||
Advance - loan receivable - related party | 2,039 | ||||||
Net cash provided by investing activities | 21,030 | ||||||
Financing investing | |||||||
Proceeds from loans payable | |||||||
Proceeds from loans payable - related party | |||||||
Proceeds from issuance of convertible notes | 25,000 | ||||||
Proceeds from issuance of convertible note - related party | |||||||
Proceeds from loans payable | |||||||
Repayment of loans payable | |||||||
Repayments of notes payable - government - SBA | |||||||
Repayments of loans payable - related parties | 1,874 | ||||||
Repayments of loans payable - convertible notes related parties | 1 | ||||||
Repayment of notes payable | (8,794) | ||||||
Proceeds from draw downs on accounts receivable credit facility | 22,263 | ||||||
Repayment on accounts receivable credit facility | |||||||
Net cash provided by financing activities | 40,344 | ||||||
Net increase (decrease) in cash | |||||||
Cash - beginning of period | |||||||
Cash - end of period | |||||||
Supplemental disclosure of non-cash investing and financing activities | |||||||
Issuance of stock in conversion of debt and accrued interest | |||||||
Conversion of Class B preferred stock into common stock | 25 | ||||||
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 1 Months Ended | 6 Months Ended | 10 Months Ended | 12 Months Ended | ||||||||||||
Feb. 27, 2023 | Feb. 03, 2023 | Jan. 17, 2023 | Jan. 13, 2023 | Jan. 12, 2023 | Jul. 25, 2022 | Mar. 31, 2022 | Jun. 30, 2022 | Jun. 30, 2021 | Nov. 17, 2023 | Dec. 31, 2021 | Feb. 28, 2023 | Dec. 19, 2022 | Dec. 01, 2022 | Sep. 01, 2022 | Aug. 31, 2022 | |
Subsequent Event [Line Items] | ||||||||||||||||
Total dollar value | $ 45,480 | |||||||||||||||
Total dollar value | 139,000 | |||||||||||||||
Gross revenue purchase percentage | 1.50% | |||||||||||||||
Debt description | This was equivalent to $139,000 and was included in the purchase agreement. | |||||||||||||||
Total dollar value | $ 100,000 | |||||||||||||||
Revenues | $ 3,480,919 | $ 256,863 | ||||||||||||||
Insider Loan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt remaining balance | $ 26,250 | |||||||||||||||
Insider Loan [Member] | Minimum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt remaining balance | 145,000 | |||||||||||||||
Insider Loan [Member] | Maximum [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt remaining balance | 118,750 | |||||||||||||||
Mitchell Schwartz [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt amount | 185,000 | |||||||||||||||
Success fee | 10,000 | |||||||||||||||
Total repayment of debt | 195,000 | |||||||||||||||
Debt remaining balance | 50,000 | |||||||||||||||
Monthly interest | 1,250 | |||||||||||||||
Debt total | 118,750 | |||||||||||||||
Residual salary | $ 19,230 | |||||||||||||||
Single payment | 100,000 | |||||||||||||||
Monthly payment | 284,480 | |||||||||||||||
Mitchell Schwartz [Member] | Insider Loan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt remaining balance | 145,000 | |||||||||||||||
Mitchell Schwartz [Member] | Real Estate Loan [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Debt remaining balance | $ 100,000 | |||||||||||||||
Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Accumulated Capitalized Interest Costs | $ 200,000 | |||||||||||||||
Capital Leases, Future Minimum Payments Due | $ 264,000 | |||||||||||||||
Proceeds from Collection of Long-Term Loans to Related Parties | $ 95,000 | |||||||||||||||
Related part due | $ 140,000 | |||||||||||||||
Loans available | $ 100,000 | $ 50,000 | ||||||||||||||
Business Combination, Consideration Transferred | $ 400,000 | |||||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | |||||||||||||||
Revenues | $ 10,000,000 | |||||||||||||||
Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest | $ 1,000,000 | |||||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 150,000 | |||||||||||||||
Subsequent Event [Member] | Incentive Stock Option [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Payments to Acquire Businesses, Gross | $ 100,000 | |||||||||||||||
Subsequent Event [Member] | Equity Option [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Shares issued | 310,000,000 | |||||||||||||||
Shares price per share | $ 0.0005 | |||||||||||||||
Subsequent Event [Member] | Learning Management System [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Acquisition description | Total consideration is as follows: 1) GBP £800,000 cash at close, plus 2) GBP £400,000 in a non-interest-bearing seller’s note (paid in one year after close), plus 3) a performance-based payment of up to GBP £200,000 subject to 30% revenue growth for the calendar year after the Closing Date. The Company’s balance sheet will remain as-is during the term the LOI is active and until the Closing Date, with no distributions, capital calls, bonuses to management or shareholders, salary increases, adjustments to working capital, etc. for any purpose, unless otherwise agreed by FOMO in writing. The process is conditioned on the completion of due diligence, legal and accounting review, documentation that is satisfactory to all parties, and the successful raise by us of certain financing, if any. Execution of a securities purchase agreement (“SPA”) and related definitive agreements are targeted as soon as practical but not later than April 30, 2023 (the “Closing” and such date, the “Closing Date”). | |||||||||||||||
Subsequent Event [Member] | Smart Solutions Technologies Inc [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Acquisition description | On January 17, 2023, we signed a purchase agreement to acquire the assets of a provider of online training and compliance software, services, and content primarily to the agriculture and food industries based in the Midwest. The business was founded in 1980, generates roughly $400,000 - $500,000 in annual revenues, is EBITDA+, and can potentially be grown organically into other regions of the country and into new verticals including education, manufacturing, healthcare, and other. We intend to place the assets, which have a total purchase price of $280,000 cash including closing funds of $155,000, seller notes of $110,000 and an earn-out valued at $15,000 but with no ceiling, into our wholly owned subsidiary SMARTSolution Technologies Inc., a sister entity to our wholly owned education technology subsidiary SMARTSolution Technologies LP. Closing is targeted by March 17, 2023, though we intend to work vigorously to consummate the deal sooner. Our auditors have indicated the size of the business relative to FOMO will not trigger an audit requirement for the target. We agreed to make a $10,000 non-refundable earnest payment towards closing. There is no equity component to the consideration for this transaction or dilution to existing shareholders. | |||||||||||||||
1800 Diagonal Lending LLC [Member] | Subsequent Event [Member] | ||||||||||||||||
Subsequent Event [Line Items] | ||||||||||||||||
Convertible debt owned | $ 122,500 | |||||||||||||||
Convertible debt value | $ 169,000 |