Cover
Cover - shares | 3 Months Ended | |
Mar. 31, 2023 | May 22, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q/A | |
Amendment Flag | true | |
Amendment Description | We are filing this first Amendment to Form 10-Q filed on May 18, 2023 to incorporate iXBRL formatting as required by the Securities Exchange Commission. | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Period Focus | Q1 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-13126 | |
Entity Registrant Name | FOMO WORLDWIDE, INC. | |
Entity Central Index Key | 0000867028 | |
Entity Tax Identification Number | 83-3889101 | |
Entity Incorporation, State or Country Code | CA | |
Entity Address, Address Line One | 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 | true | |
Elected Not To Use the Extended Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 9,209,566,420 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Current Assets | ||
Cash | $ 119,149 | $ 96,954 |
Accounts receivable – net | 914,817 | 1,682,654 |
Loan receivable - related party | $ 59,950 | $ 45,261 |
Other Receivable, after Allowance for Credit Loss, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Inventory – net | $ 262,441 | $ 382,457 |
Prepaids and other | 18,267 | 9,458 |
Total Current Assets | 1,374,624 | 2,216,784 |
Property and equipment – net | 79,283 | 80,844 |
Operating lease - right-of-use asset | 264,676 | 281,937 |
Intangible assets- net | 498,164 | 514,476 |
Goodwill | 350,110 | 350,110 |
Investments | 466,832 | 140,006 |
Total Assets | 3,033,689 | 3,584,157 |
Current Liabilities | ||
Accounts payable and accrued expenses | 1,263,753 | 1,657,084 |
Accounts receivable credit facility | 1,440,262 | 1,276,467 |
Operating lease liability | 64,836 | 63,556 |
Deferred revenue | 275,247 | 578,354 |
Warranty Reserve | 5,510 | |
Loans payable - related parties | $ 24,238 | $ 25,048 |
Other Liability, Current, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Convertible notes payable – net | $ 676,206 | $ 645,006 |
Loans payable- other | 505,771 | 243,692 |
Preferred dividend payable | 192,777 | 171,646 |
Derivative liabilities | 4,437,172 | 981,766 |
Total Current Liabilities | 8,885,772 | 5,642,619 |
Long Term Liabilities | ||
Loans payable - related parties | $ 284,480 | $ 284,480 |
Other Liability, Noncurrent, Related and Nonrelated Party Status [Extensible Enumeration] | Related Party [Member] | Related Party [Member] |
Operating lease liability | $ 211,004 | $ 227,701 |
Total Long-Term Liabilities | 495,484 | 512,181 |
Total Liabilities | 9,381,256 | 6,154,800 |
Commitments and Contingencies (Note 10) | ||
Stockholders’ Equity (Deficit) | ||
Common stock, no par value, 20,000,000,000 shares authorized 8,620,188,088 and 8,620,188,088 shares issued and outstanding, respectively | 9,023,334 | 9,023,334 |
Additional paid-in capital | 12,536,408 | 12,503,100 |
Accumulated deficit | (27,908,514) | (24,098,281) |
Total Stockholders’ Equity (Deficit) | (6,347,567) | (2,570,643) |
Total Liabilities and Stockholders’ Equity (Deficit) | 3,033,689 | 3,584,157 |
Preferred Class A [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock value | 575 | 575 |
Preferred Class B [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock value | 530 | 529 |
Preferred Class C [Member] | ||
Stockholders’ Equity (Deficit) | ||
Preferred stock value | $ 100 | $ 100 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Mar. 31, 2023 | Dec. 31, 2022 |
Common stock, par value | $ 0 | $ 0 |
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 |
Common stock, shares, issued | 8,620,188,088 | 8,620,188,088 |
Common stock, shares, outstanding | 8,620,188,088 | 8,620,188,088 |
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 | 5,299,982 | 5,289,982 |
Preferred stock, shares outstanding | 5,299,982 | 5,289,982 |
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 | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Sales – net | $ 552,328 | $ 592,291 |
Cost of sales | 397,571 | 520,847 |
Gross profit | 154,757 | 71,444 |
General and administrative expenses | 550,866 | 1,223,824 |
Loss from operations | (396,109) | (1,152,380) |
Other income (expense) | ||
Interest expense | (233,213) | (58,102) |
Amortization of debt discount | (31,200) | (205,776) |
Change in fair value of derivative liabilities | (3,455,406) | (2,716) |
Derivative expense | (12,192) | |
Gain on debt extinguishment (derivative liabilities – convertible debt) | 100,693 | |
Loss on debt extinguishment | (205,691) | |
Change in fair value of marketable equity securities | 326,826 | (289,644) |
Total other expense – net | (3,392,993) | (673,428) |
Net loss | (3,789,102) | (1,825,808) |
Preferred stock dividends | (21,131) | (45,059) |
Net loss available to common shareholders | $ (3,810,233) | $ (1,870,867) |
Loss per share - basic and diluted | $ (0.0004) | $ (0.0002) |
Weighted average number of shares - basic and diluted | 8,620,188,088 | 7,896,234,748 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' 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] | Preferred Class B [Member] | Total |
Balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | $ 11,301,942 | $ (20,245,145) | $ (310,227) | ||
Balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | |||||
Issuance of stock for services | $ 65 | 534,935 | $ 535,000 | 535,000 | |||||
Issuance of stock for services, shares | 650,000 | 650,000 | |||||||
Warrants issued for services | 209,713 | 209,713 | |||||||
Preferred dividends | (45,059) | (45,059) | |||||||
Net loss | (1,825,808) | (1,825,808) | |||||||
Issuance of stock in cashless exercise of warrants | |||||||||
Issuance of stock in cashless exercise of warrants, shares | 437,500,000 | ||||||||
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 - related party | 13,981 | 13,981 | |||||||
Reclassification of financial instruments that ceased to be derivative liabilities (warrants) | 325,000 | 325,000 | |||||||
Balance at Mar. 31, 2022 | $ 575 | $ 684 | $ 100 | $ 8,941,835 | 13,085,477 | 22,116,012 | (87,341) | ||
Balance, shares at Mar. 31, 2022 | 5,750,000 | 6,839,982 | 1,000,000 | 7,976,879,909 | |||||
Balance at Dec. 31, 2021 | $ 575 | $ 525 | $ 100 | $ 8,631,776 | 11,301,942 | (20,245,145) | (310,227) | ||
Balance, shares at Dec. 31, 2021 | 5,750,000 | 5,249,982 | 1,000,000 | 7,177,931,757 | |||||
Balance at Dec. 31, 2022 | $ 575 | $ 529 | $ 100 | $ 9,023,334 | 12,503,100 | (24,098,281) | (2,570,643) | ||
Balance, shares at Dec. 31, 2022 | 5,750,000 | 5,289,982 | 1,000,000 | 8,620,188,088 | |||||
Issuance of stock for services | $ 1 | 999 | $ 5,000 | 1,000 | |||||
Issuance of stock for services, shares | 10,000 | 10,000 | |||||||
Warrants issued for services | 32,309 | 32,309 | |||||||
Preferred dividends | (21,131) | (21,131) | |||||||
Net loss | (3,789,102) | (3,789,102) | |||||||
Balance at Mar. 31, 2023 | $ 575 | $ 530 | $ 100 | $ 9,023,334 | $ 12,536,408 | $ (27,908,514) | $ (6,347,567) | ||
Balance, shares at Mar. 31, 2023 | 5,750,000 | 5,299,982 | 1,000,000 | 8,620,188,088 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Operating activities | |||
Net loss | $ (3,789,102) | $ (1,825,808) | |
Adjustments to reconcile net loss to net cash used in operations | |||
Stock based compensation | 535,000 | ||
Warrants issued for services | 1,000 | 209,713 | $ 91,127 |
Warrants issued for service - related party | 32,309 | 13,981 | |
Amortization of debt discount | 31,200 | 205,776 | |
Amortization of operating lease - right-of-use asset | 17,261 | 11,508 | |
Depreciation and amortization expense | 7,873 | 579 | |
Change in fair value of derivative liabilities | 3,455,406 | 2,716 | |
Derivative expense | 12,192 | ||
Gain on debt extinguishment | (100,693) | ||
Loss on debt extinguishment | 205,691 | ||
Change in fair value of marketable equity securities | (326,826) | 289,644 | |
(Increase) decrease in | |||
Accounts receivable | 767,837 | 214,267 | |
Inventory | 120,016 | (128,941) | |
Prepaids and other | 1,191 | (180,675) | |
Increase (decrease) in | |||
Accounts payable and accrued expenses | (393,331) | (157,645) | |
Deferred revenue | (303,107) | (89,770) | |
Warranty Reserve | 5,510 | ||
Operating lease liability | (15,417) | (9,428) | |
Net cash used in operating activities | (388,180) | (791,893) | |
Investing activities | |||
Cash acquired in acquisition of SMARTSolution Technologies, L.P. | 223,457 | ||
Purchase of securities - net of sales | (41,780) | ||
Repayment - loan receivable - related party | 15,199 | ||
Advance - loan receivable - related party | (14,689) | (525) | |
Net cash provided by investing activities | (14,689) | 196,351 | |
Financing investing | |||
Proceeds from loans payable | 368,800 | ||
Proceeds from loans payable - related party | 3,090 | ||
Proceeds from issuance of convertible notes | 253,750 | ||
Proceeds from issuance of convertible note - related party | 195,000 | ||
Repayments of notes payable - government - SBA | (150,000) | ||
Repayments of loans payable - related parties | (3,900) | (194,049) | |
Repayment of loans payable | (106,721) | (516,234) | |
Proceeds from accounts receivable credit facility | 1,112,819 | 1,022,749 | |
Repayment on accounts receivable credit facility | (949,024) | (40,232) | |
Net cash provided by financing activities | 425,064 | 570,984 | |
Net increase (decrease) in cash | 22,195 | (24,558) | |
Cash - beginning of period | 96,954 | 94,224 | 94,224 |
Cash - end of period | 119,149 | 69,666 | $ 96,954 |
Supplemental disclosure of cash flow information | |||
Cash paid for interest | 198,028 | ||
Cash paid for income tax | |||
Supplemental disclosure of non-cash investing and financing activities | |||
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 | $ 104,368 | ||
Conversion of Class B preferred stock into common stock | 6 | ||
Preferred stock dividends | $ 21,131 | ||
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) | $ 325,000 |
Organization and Nature of Oper
Organization and Nature of Operations | 3 Months Ended |
Mar. 31, 2023 | |
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. Currently, this entity is inactive. On December 14, 2021, FOMO incorporated FOMO CORP., a Wyoming C-Corp., as a wholly owned subsidiary for the purposes of providing back office services to its employees and for its wholly-owned and majority-owned businesses. 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 was subsequently approved. The parent (FOMO Worldwide, Inc Schedule of Parent and Subsidiaries Company Name Incorporation Date State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California 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 MARCH 31, 2023 UNAUDITED 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 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”). 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. In August 2022, IAQ was merged into EIC and is no longer a separate operating company. 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 shares of SMARTSolution Technologies, Inc. (collectively “SST”) pursuant to a Securities Purchase Agreement dated February 28, 2022 (the “SPA”), by and between the Company and Mitchell Schwartz (“Seller”), the beneficial owner of the general and limited partnership interests in SST. SST is a Pittsburgh, Pennsylvania–based audio/visual systems integration company that designs and builds presentation, teleconferencing and collaborative systems for businesses, educational institutions, and other nonprofit organizations. Pursuant to the SPA, FOMO: ● issued to Seller 1,000,000 ● paid approximately $ 927,600 ● entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as SST’s Chief Executive Officer at an annual salary of $ 100,000 ● as an incentive to retain SST’s other employees, issued to such employees, a total of 300,000,000 0.001 0.0005 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED SST has been engaged in the education technology and services business for over 25 years. SST markets its systems to and installs these systems in elementary, middle and high schools, as well as colleges, universities, and commercial facilities. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms and teachers via personal computers, laptops, tablets, and similar devices. SST currently markets its systems primarily in Pennsylvania, Ohio and West Virginia, is in the process of expanding into the Alabama and Michigan markets and plans to expand further throughout the United States as opportunities present themselves either organically or through strategic acquisitions. As a result of the growth in remote learning driven in part by the COVID-19 pandemic and government funding including ESSER Funds (Elementary Secondary School Emergency Relief) and the CARES Act (Coronavirus Aid, Relief, and Economic Security), SST is currently experiencing a significant increase in orders and sales and continuous growth in backlog. The digital smartboards which form the key element of SST’s interactive audio visual systems are primarily supplied by a leading manufacturer based in Canada, which is a subsidiary of a large multi-national company Hon Hai Precision Industry Co., Ltd., trading as Hon Hai Technology Group in China and Taiwan and Foxconn internationally. SST believes that its relationship with its supplier is 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2023 | |
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 generally accepted accounting principles in the United States of America (“U.S.GAAP”) 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 March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 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, 2022 filed with the SEC. 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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. 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 three months ended March 31, 2023 and the year ended December 31, 2022, 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, warranty reserve, and the valuation allowance on deferred tax assets. Risks and Uncertainties The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure. The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis. Cash Cash consists of deposits in large national banks. On March 31, 2023 and December 31, 2022, respectively, the Company had $ 119,149 96,954 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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. 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 March 31, 2023 and December 31, 2022, 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 MARCH 31, 2023 UNAUDITED Assets and liabilities measured at fair value at March 31, 2023 and December 31, 2022 are as follows: Schedule of Fair Value of Assets And Liabilities March 31, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ 42,006 $ 270,000 $ 154,826 $ 466,832 Total Assets $ 42,006 $ 270,000 $ 154,826 $ 466,832 Liabilities Derivative liabilities $ - $ - $ 4,437,172 $ 4,437,172 Total $ - $ - $ 4,437,172 $ 4,437,172 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 75,006 $ - $ 65,000 $ 140,006 Total Assets $ 75,006 $ - $ 65,000 $ 140,006 Liabilities Derivative liabilities $ - $ - $ 981,766 $ 981,766 Total $ - $ - $ 981,766 $ 981,766 Level 1 Investments consist of common stock, options, and warrants of publicly traded companies which are considered to be highly liquid and easily tradeable. The Company also holds Level 3 investments in the common stock of a private company. Derivative liabilities are derived from certain convertible notes payable and warrants. Cash and Cash Equivalents and Concentration of Credit Risk For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At March 31, 2023 and December 31, 2022, 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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 March 31, 2023 and December 31, 2022, was $ 19,587 19,587 670 19,587 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. The Company had the following concentrations at March 31, 2023 and December 31, 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Concentration of Risk Percentage Three Months Ended Year Ended Customer March 31, 2023 December 31, 2022 A 28 % 22 % B 16 % 16 % C 0 % 0 % Total 44 % 38 % Inventory Inventory consists of finished products purchased from third-party suppliers. The Company’s inventory primarily consists of Smart Boards which are sold by SST. Inventory is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method for finished goods. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received. At March 31, 2023 and December 31, 2022 inventory consisted of: Schedule of Inventory Classification March 31, 2023 December 31, 2022 Smart Boards $ 262,339 $ 382,355 Clean Air Technology 102 102 Total Inventory $ 262,441 $ 382,457 During the three months ended March 31, 2023 and 2022 , impairment expense was $ 0 0 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED The Company had the following vendor purchase concentrations at March 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Three Months Ended March 31, Customer 2023 2022 A 30 % 84 % B 18 % - C 17 % - Total 65 % 84 % 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. 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”), 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 March 31, 2023 and December 31, 2022, goodwill was $ 350,110 350,110 As a result of the SST acquisition, the consolidated financial statements include the balance sheet of SST at March 31, 2023 and December 31, 2022, as well as the results of operations and cash flows of SST for the three months ended March 31, 2023 and from the date of acquisition through March 31, 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 months ended March 31, 2023 and 2022, impairment expense was $ 0 0 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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. There was no 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 100 Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of March 31, 2023 and December 31, 2022, which consist of convertible notes payable and certain warrants (excluding those for compensation) and has determined that such instruments qualify for treatment as derivative liabilities as they meet the criteria for liability classification under ASC 815. 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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. Earnings Per Share (EPS) The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” 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. 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 10. Revenue Recognition The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Identify the contract with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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 March 31, 2023 and 2022, contained a significant financing component. 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED For our contracts with customers, payment terms generally range from advance payments prior to product delivery and/or installation to certain cases where payment is due within 30 days from job completion. The timing of satisfying our performance obligations does not vary significantly from the typical timing of payment. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancelable. However, the Company acts as a reseller of warranties for its Smart Boards, which are serviced by the manufacturer, and in some cases requires SST to perform warranty related services. Sales taxes and other similar taxes are excluded from revenue. Smart Boards and Installation Services Smart Boards are sold to customers and may require an upfront deposit. The Company also installs its Smart Boards in connection with the sale. All revenue is recognized at a point in time upon completion of any installation, which typically occurs within thirty (30) days of delivering the product. Installation Services Certain customers contract with the Company to perform installation only services where they have acquired products from a different company/seller. All revenue is recognized at a point in time upon completion of any installation. Clean Air Technology All sales are recognized upon delivery of products to the customer. 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 March 31, 2023 and December 31, 2022, the Company had deferred revenue of $ 275,247 578,354 The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2023 and 2022: Schedule of Disaggregation of Revenue Three Months Ended March 31, 2023 2022 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 447,668 81 % $ 531,076 90 % Installation services 104,660 19 % 48,490 8 % Clean air technology products - - % 12,725 2 % Total Revenues $ 552,328 100 % $ 592,291 100 % FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED The Company had the following sales concentrations at March 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Three Months Ended March 31, Customer 2023 2022 A 28 % 31 % B 16 % 29 % C - % 18 % Total 44 % 78 % 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, 2023 and December 31, 2022, 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 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 $ 5,978 13,300 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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 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 pri |
Liquidity, Going Concern and Ma
Liquidity, Going Concern and Management’s Plans | 3 Months Ended |
Mar. 31, 2023 | |
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 three months ended March 31, 2023, the Company had: ● Net loss of $ 3,789,102 ● Net cash used in operations was $ 388,180 Additionally, at March 31, 2023, the Company had: ● Accumulated deficit of $ 27,908,514 ● Stockholders’ deficit of $ 6,347,567 ● Working capital deficit of $ 7,511,148 We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $ 119,149 The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2023, and our current capital structure including equity-based instruments and our obligations and debts. If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and 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 MARCH 31, 2023 UNAUDITED |
Loan Receivable _ Related Party
Loan Receivable – Related Party | 3 Months Ended |
Mar. 31, 2023 | |
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, Himalaya Technologies, Inc. aka Homeland Resources Ltd. (OTC: HMLA) to pay for corporate operating expenses. The Company expects to receive repayment in 2023. Effective September 1, 2022, the Company increased our available loan to Himalaya of $ 50,000 100,000.00 The following is a summary of the Company’s advances – related party is as follows: Summary of Loans Receivables Advances Related Party Loan Receivable Terms Related Party Issuance dates of advances 2021 Maturity date Due on Demand Interest rate 0 % Collateral Unsecured Balance - December 31, 2021 $ 53,732 Advances 25,149 Repayments (33,620 ) Balance - December 31, 2022 45,261 Loan receivable - related party beginning balance 45,261 Advances 14,689 Repayments - Balance - March 31, 2023 $ 59,950 Loan receivable - related party ending balance $ 59,950 |
Property and Equipment
Property and Equipment | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 December 31, 2022 Lives (Years) Leasehold Improvements $ 178,278 $ 178,278 40 Vehicles 53,777 53,777 5 10 Furniture 19,595 19,595 10 Equipment 9,408 9,408 5 Property and Equipment gross 261,058 261,058 Accumulated depreciation 181,775 180,214 Total property and equipment - net $ 79,283 $ 80,844 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED Depreciation expense for the three months ended March 31, 2023 and 2022, was $ 1,561 579 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 | 3 Months Ended |
Mar. 31, 2023 | |
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 0.00020 0.00030 42,000 63,000 During the year ended December 31, 2019, the Company received 1,000,000 0.0122 12,220 150,000 50,000,000 five .0001 270,000 89,826 On October 4, 2021, the Company invested $ 25,000 25,000 25,000 1 15,000 15,000 10,000 10,000 7,500 7,500 7,500 7,500 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED The following is a summary of the Company’s investments at March 31, 2023 and December 31, 2022. Schedule of Investments March 31, 2023 Securities Held Acquisition Date Shares Held Price per Value of Securities Securities Stock, options, and warrants Various Various Various $ 6 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock 2021 150,000 $ 0.08 270,000 2 HMLA Warrants 2021 50,000,000 $ 0.0018 89,826 2 Peer to Peer Network (PTOP) Common stock 2019 210,000,000 $ 0.0004 42,000 3 GenBio Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 4 $ 466,832 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. 3 - based upon the quoted closing trading price. 4 - based on cost method. December 31, 2022 Securities Held Acquisition Date Shares Held Price per Value of Securities Securities Stock, options, and warrants Various Various Various $ 6 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,000 2 Peer to Peer Network (PTOP) Common stock 2019 210,000,000 $ 0.0007 63,000 3 GenBio, Inc. Private company 2021 25,000 $ 1.00 65,000 4 $ 140,006 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 3 - based upon the quoted closing trading price. 4 - based on cost method. During 2022, the Company purchased 40,000 40,000 1 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
Debt
Debt | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2023 and December 31, 2022, respectively: Convertible Notes Payable The Company executed several convertible notes with various lenders as follows: Schedule of Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Issuance Dates of Convertible Notes June 2021 - April 2022 September 2021 October 2021 - January 2022 Maturity Dates of Convertible Notes June 2022 - April 2023 September 2022 October 2022 - January 2023 Interest Rate 10 % 12 % 12 % Default Interest Rate 24 % 22 % 22 % Collateral Unsecured Unsecured Unsecured Conversion Rate $ 0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2021 $ 380,000 $ 43,750 $ 78,750 $ 502,500 Proceeds from issuance of notes 335,000 - 43,750 378,750 Conversion of accrued interest to note 16,206 16,206 Repayment of notes - - (122,500 ) (122,500 ) Conversion of debt to common stock (55,000 ) (43,750 ) - (98,750 ) Balance 676,206 - - 676,206 Less: unamortized debt discount (31,200 ) - - (31,200 ) Balance - December 31, 2022 $ 645,006 $ - $ - $ 645,006 GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2022 $ 676,206 $ - $ - $ 676,206 Beginning balance $ 676,206 $ - $ - $ 676,206 Proceeds from issuance of notes - - - - Conversion of accrued interest to note - - - - Repayment of notes - - - - Conversion of debt to common stock - - - - Balance 676,206 - - 676,206 Ending balance 676,206 - - 676,206 Less: unamortized debt discount - - - - Balance - March 31, 2023 $ 676,206 $ - $ - $ 676,206 During the three months ended March 31, 2022, third-party lenders converted $ 104,367 301,448,152 205,691 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 (195,000 ) Balance – December 31, 2022 $ - 1 200,000 2 Converts into Series B, preferred stock at $ 1 0.001 1:1,000 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED During the year ended December 31, 2022, $ 50,000 145,000 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. 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, 2021 - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advances 326,911 - 14,741 341,652 Repayments (364,136 ) - (12,407 ) (376,543 ) Balance - December 31, 2022 $ 284,480 $ 5,168 $ 19,880 $ 309,528 Loans payable - related parties, beginning balance $ 284,480 $ 5,168 $ 19,880 $ 309,528 Advances - - 3,090 3,090 Repayments - - (3,900 ) (3,900 ) Balance - March 31, 2023 $ 284,480 $ 5,168 $ 19,070 $ 308,718 Loans payable - related parties, ending balance $ 284,480 $ 5,168 $ 19,070 $ 308,718 Short Term Portion of Balance $ $ 5,168 $ 19,070 $ 24,238 Long Term Portion of Balance $ 284,480 $ - $ - $ 284,480 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED Loan Payable – Other In 2022, the Company executed two loans with a third-party lender for $ 443,060 138,050 305,010 5,116 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 443,060 Repayments (199,368 ) Balance – December 31, 2022 $ 243,692 Proceeds - Repayments (66,001 ) Balance – March 31, 2023 $ 177,691 In 2023, the Company executed two loans with a third-party lender for $ 368,800 121,800 247,000 8,902 Schedule of Loan Payable Other Loan Payable - Other Issuance Date of Loan January 17, 2023 and March 27, 2023 Maturity Date of Loan January 17, 2024 and March 27, 2024 Interest Rate 18.00 33.00 % Default Interest Rate 0.00 % Collateral Unsecured Conversion Rate None Balance – December 31, 2022 $ - Proceeds 368,800 Repayments (40,720 ) Balance – March 31, 2023 $ 328,080 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED Accounts Receivable Credit Facility The Company, in connection with the acquisition of SST, entered into an accounts receivable credit facility. On February 28, 2022, SST entered into a revolving accounts receivable and term loan financing and security agreement in the aggregate amount of $ 1,000,000 1,000,000 85 1,500,000 The Facility is paid from collections of accounts receivable and is secured by all assets of SST. The AR Facility has an interest rate of the lesser of (a) maximum rate allowed by law and (b) prime plus 5.25 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) 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 3. Tangible net worth of $ 350,000 At March 31, 2022, the Company was in default on the financial covenants noted above, however, the lender has waived all defaults through May 31, 2023 while the Company and the lender negotiate additional financing for operations and acquisitions under purchase agreement or letters of intent. 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. 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 7,269,906 Repayments (5,993,439 ) Balance - December 31, 2022 1,267,467 Proceed from drawdowns 1,112,819 Repayments (949,024 ) Balance - March 31, 2023 $ 1,440,262 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
Derivative Liabilities
Derivative Liabilities | 3 Months Ended |
Mar. 31, 2023 | |
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. 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 Three Months Ended Year Ended March 31, 2023 December 31, 2022 Exercise price $ 0.0001 0.01 $ 0.0001 0.01 Expected volatility 282 292 % 196 377 % Risk-free interest rate 4.64 % 0.73 2.99 % Expected term (in years) 0.01 2.02 0.30 3.00 Expected dividend rate 0 % 0 % A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at March 31, 2023 and December 31, 2022: Schedule of Derivative Liabilities Convertible Debt Warrants Total Derivative liabilities - December 31, 2021 $ 330,294 $ 775,243 $ 1,105,537 Derivative liabilities $ 330,294 $ 775,243 $ 1,105,537 Fair value - commitment date 300,137 61,600 361,737 Fair value - mark to market adjustment 404,695 (238,813 ) 165,882 Gain on debt extinguishment (derivative liabilities - convertible debt) (226,391 ) - (226,391 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities - (425,000 ) (425,000 ) Derivative liabilities – December 31, 2022 808,736 173,030 981,766 Derivative liabilities 808,736 173,030 981,766 Fair value - commitment date - - - Fair value - mark to market adjustment 3,466,013 (10,607 ) 3,455,406 Gain on debt extinguishment (derivative liabilities - convertible debt) - - - Reclassification to APIC for financial instruments that ceased to be derivative liabilities - - - Derivative liabilities – March 31, 2023 $ 4,274,749 $ 162,423 $ 4,437,172 Derivative liabilities $ 4,274,749 $ 162,423 $ 4,437,172 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 2023 and 2022, 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 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
Acquisition and Pro Forma Finan
Acquisition and Pro Forma Financial Information | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisition and Pro Forma Financial Information | Note 9 – Acquisition and Pro Forma Financial Information Acquisitions for the Three Months Ended March 31, 2022 On February 28, 2022, the Company issued 1,000,000 1,000,000,000 700,000 0.0007 100 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 completed the valuation and allocation of purchase price in April 2023. The final valuation and allocation is reflected in the table below. The acquisition of SST was reflected in the accompanying consolidated financial statements at March 31, 2023 and 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the acquisition date. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Value of earn out agreement $ 75,328 Fair value of consideration transferred 75,328 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 223,457 Accounts receivable 669,580 Inventory 208,431 Property and equipment 82,553 Operating lease - right-of-use asset 345,229 Supplier relationships 149,000 Trade name 420,000 Total assets acquired 2,098,250 Accounts payable and accrued expenses 268,553 Contract liabilities (deferred revenue) 671,217 Loan payable - related party 421,799 Note payable - government – SBA 150,000 Notes payable 516,234 Operating lease liability 345,229 Total liabilities assumed 2,373,032 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED Total net liabilities assumed (274,782 ) Goodwill in purchase of SMARTSolution Technologies L.P. $ 350,110 In connection with the purchase of SST, $ 50,000 The Company initially granted 1,000,000 700,000 The goodwill of $ 350,110 Goodwill is not deductible for tax purposes. The estimated future amortization of the acquired supplier relationships and trade name are as follows at March 31, 2023: Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name 2023 $ 48,937 2024 65,250 2025 65,250 2026 34,123 2027 28,000 Thereafter 256,604 Intangible assets- net $ 498,164 The following summarizes the intangible assets at March 31, 2023 and December 31, 2022: Schedule of Intangible Assets March 31, 2023 December 31, 2022 Useful Life Supplier relationships $ 149,000 $ 149,000 4 Trade name 420,000 420,000 15 Intangible assets gross 569,000 569,000 Accumulated amortization (70,836 ) (54,524 ) Intangible assets net $ 498,164 $ 514,476 On or around December 19, 2022, FOMO WORLDWIDE, INC. entered into an 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 3. In exchange for the remainder of Insider Loan, ($ 145,000 100,000 10,000 1,250 Feb. 28, 2022 118,750 4. The remaining balance of the Insider Loan, equal to $ 26,250 ($ 145,000 118,750 5. This agreement retained Mr. Schwartz residual salary through Feb. 2023, equal to $ 19,230 Element 2: Total Dollar Value: $ 139,000 1. At point of purchase of SMARTSolution Technologies L.P. and Inc., FOMO WORLDWIDE agreed to a 1.5 139,000 75,328 Element 3: Total Dollar Value: $ 100,000 1. At point of purchase of SMARTSolution Technologies, L.P. and 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 WORLDWIDE 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 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2022, the Company has no financing leases as defined in ASC 842, “Leases.” FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED The tables below present information regarding the Company’s operating lease assets and liabilities at March 31, 2022: Schedule of Operating Lease Assets and Liabilities March 31, 2023 Assets Operating lease - right-of-use asset - non-current $ 264,676 Liabilities Operating lease liability $ 275,840 Weighted-average remaining lease term (years) 3.84 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 17,261 Lease liability expense in connection with obligation repayment 5,583 Total operating lease costs $ 22,844 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 15,417 Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at March 31, 2023: Schedule of Future Minimum Lease Payments 2023 (9 Months) $ 63,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 322,000 Less: amount representing interest (46,160 ) Present value of operating lease liability 275,840 Less: current portion of operating lease liability (64,836 ) Long-term operating lease liability $ 211,004 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
Stockholders_ Deficit
Stockholders’ Deficit | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Stockholders’ Deficit | Note 11– Stockholders’ Deficit At March 31, 2023 and December 31, 2022, the Company had various classes of stock: Class A, Convertible Preferred Stock - 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 and 287,500,000 votes - Dividends – $ 0.0035 - Liquidation preference – none - Rights of redemption – none Class B, Convertible Preferred Stock - 20,000,000 - 5,299,982 5,289,982 - Stated value – none - Par value - $ 0.0001 - Conversion – each share of Class B converts into 1,000 5,299,982,000 5,289,982,000 - Voting – on an as-converted basis – 1,000 votes for each share held (5,299,982,000 and 5,289,982,000 votes - Dividends – 1 - 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 – on an as-converted basis – 100,000 votes for each share held (100,000,000,000 and 100,000,000,000 votes - Dividends – 1 - Liquidation preference – none - Rights of redemption – none FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED Common Stock - 20,000,000,000 - No - Voting at 1 vote per share Equity Transactions for the Three Months Ended March 31, 2023 Stock Issued for Services – Class B, Preferred Stock The Company issued 10,000 5,000 0.50 Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock Equity Transactions for the Three Months Ended March 31, 2022 Stock Issued for Cashless Exercise of Warrants The Company issued 437,500,000 500,000,000 0 Stock Issued for Services – Class B, Preferred Stock The Company issued 650,000 535,000 0.0008 0.0009 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED Conversion of Class B Preferred Stock to Common Stock The Company issued 60,000,000 60,000 0 |
Warrants
Warrants | 3 Months Ended |
Mar. 31, 2023 | |
Warrants | |
Warrants | Note 12 – Warrants Warrant activity for the three months ended March 31, 2023 and the year ended December 31, 2022 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, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Granted 660,000,000 $ 0.0011 - - Exercised (750,000,000 ) $ 0.0001 - - Cancelled/Forfeited (618,571,428 ) $ .00034 - - Outstanding – December 31, 2022 1,293,541,667 $ 0.0013 1.86 $ - Exercisable – December 31, 2022 1,293,541,667 $ 0.0014 1.71 $ - Granted 310,000,000 $ 0.0005 - - Exercised - - - - Cancelled/Forfeited - - - - Outstanding – March 31, 2023 1,603,541,667 $ 0.0011 1.87 $ - Exercisable – March 31, 2023 1,293,541,667 $ 0.0013 1.62 $ - Warrant Transactions for the Three Months Ended March 31, 2023 On February 28, 2023, the Company issued 310,000,000 .0005 Warrant Transactions for the Year Ended December 31, 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED The fair value of these services rendered was $ 209,713 Summary of Fair Value of Warrants Exercise price $ 0.001 Expected volatility 375 % Risk-free interest rate 1.62 % Expected term (in years) 3.00 Expected dividend rate 0 % Employee Compensation The Company granted 195,000,000 3 The fair value of these services rendered was $ 91,127 59,648 Summary of Fair Value of Warrants 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 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Note 13 – Income Taxes During the year ended December 31, 2021, the Company under new management since 2019 filed returns for 2018, 2019 and 2020. During the year ended December 31, 2022, the Company filed returns for 2021 as well. The Company has filed an extension for its federal and state tax returns for the year ended December 31, 2022. Based on available information, management believes it is more likely than not that any potential net deferred tax assets as of March 31, 2023 and December 31, 2022 may not be fully realizable. Due to recurring losses, the Company’s tax provisions for the three months ended March 31, 2023 and 2022 were $ 0 The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: Summary of Effective Income Tax Rate 2023 2022 Statutory federal rate -21.0 % -21.0 % State income tax rate, net of federal benefit -3.6 % -3.6 % Permanent differences, including stock-based compensation and impairment of acquired assets 8.6 % 8.6 % Change in valuation allowance 16.0 % 16.0 % Effective tax rate 0.0 % 0.0 % FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED At March 31, 2023 and December 31, 2022, the Company’s deferred tax assets were as follows: Summary of Deferred Tax Assets March 31, 2023 December 31, 2022 Tax benefit of net operating loss carry forward $ 5,170,801 $ 4,248,077 less valuation allowance (5,170,801 ) (4,248,077 ) Net deferred tax assets $ - $ - As of March 31, 2023 the Company had unused net operating loss carry forwards of approximately $ 21.0 The Company’s ability to offset future taxable income, if any, with tax net operating loss carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain. The Company’s valuation allowance at March 31, 2023 and December 31, 2022 was $ 5,170,801 4,248,077 922,000 Schedule of Net Operating Loss Carryover Loss 2013 $ 84,206 2023 2014 494,301 2024 2015 680,549 2025 2016 651,537 2026 2017 1,239,493 2027 2018 1,843,498 Indefinite 2019 48,201 Indefinite 2020 140,808 Indefinite 2021 9,262,185 Indefinite 2022 2,823,829 Indefinite 2023 3,750,911 Indefinite $ 21,019,518 |
Letters of Intent Signed for Ac
Letters of Intent Signed for Acquisitions of Learning Management Systems and Training Content Providers | 3 Months Ended |
Mar. 31, 2023 | |
Letters Of Intent Signed For Acquisitions Of Learning Management Systems And Training Content Providers | |
Letters of Intent Signed for Acquisitions of Learning Management Systems and Training Content Providers | Note 14 – Letters of Intent Signed for Acquisitions of Learning Management Systems and Training Content Providers On January 13, 2023, FOMO signed a non-binding 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 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED On January 17, 2023, we signed a binding 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+(unaudited), 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 made $15,000 non-refundable earnest payments towards closing. There is a $5,000 non-refundable equity component added to the consideration for this transaction in the form of 5,000 Series B Preferred shares issued to extend the closing deadline to May 17, 2023. The Agreement was subsequently extended to a closing deadline of June 19, 2023 with a closing requirement of $250,000 cash, a $15,000 earn-out, and $0 in seller notes due in 2024 On February 3, 2023, we signed a non-binding 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 non-binding letter of intent to purchase a provider of modular buildings and construction services generating an estimated $ 8 800,000 On February 28, 2023, the Company issued 310,000,000 .0005 On March 29, 2023, the Company executed a non-binding letter of intent to acquire a manufacturer and provider of analog and digital signage and services based in Southwest Florida. The business generates annual revenues of approximately $ 5 2 500,000 1.5 0.001 1,840,435 1.0 three years FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 15 – Subsequent Events Subsequent to March 31, 2023, the Company had the following transactions: On April 12, 2023, the Company exercised 100,000,000 2,000,000 10,000 The Company’s asset backed lender Thermo Communications Funding, LLC has agreed to waive all covenants on our $ 1.5 On April 14, 2023, FOMO’s SMARTSolution Technologies L.P. subsidiary drew $ 462,398.28 500,000 1,000,000 0.00 On April 26, 2023, our CEO Vikram Grover converted $ 10,000 5,333,333 On May 1, 2023, the Board of Directors of the Company, has approved a change the Company’s common stock symbol to IGOT from FOMC, to apply to FINRA to change the Company’s name to FOMO WORLDWIDE, INC. from FOMO CORP. to match the Company’s legal name in the state of California and on the SEC’s EDGAR system, To apply under Rule 15c2-11 to reinstate market makers for the Company’s common stock, to redomicile the Corporation to the State of Wyoming from the State of California, and reverse split all issued and outstanding shares of all classes of stock and authorized shares of all classes of stock equally by a ratio of 1-100. The above actions are not yet effective. On May 1, 2023, our CEO Vikram Grover converted $ 10,000 166,667 On May 2, 2023, our CEO Vikram Grover converted $ 10,000 33,333,333 On May 3, 2023, our CEO Vikram Grover converted $ 10,000 33,333,334 On May 4, 2023, our CEO Vikram Grover converted $ 5,000 25,000,000 On May 5, 2023, our CEO Vikram Grover converted $ 5,000 25,000,000 On May 5, 2023, the Company entered into an unsecured non-dilutive financing with a third-party netting $ 94,000 40,000 6,000 On May 5, 2023, we received an advance from a third party against future sales of $ 140,000 94,000 On May 10, 2023, the Company purchased 100 On May 11, 2023, our CEO Vikram Grover converted $ 5,000 25,000,000 On May 19, 2023, our CEO Vikram Grover converted $ 5,000 25,000,000 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
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 generally accepted accounting principles in the United States of America (“U.S.GAAP”) 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 March 31, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2023 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, 2022 filed with the SEC. 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
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. |
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 three months ended March 31, 2023 and the year ended December 31, 2022, 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, warranty reserve, 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. |
Cash | Cash Cash consists of deposits in large national banks. On March 31, 2023 and December 31, 2022, respectively, the Company had $ 119,149 96,954 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
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. 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 March 31, 2023 and December 31, 2022, 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 MARCH 31, 2023 UNAUDITED Assets and liabilities measured at fair value at March 31, 2023 and December 31, 2022 are as follows: Schedule of Fair Value of Assets And Liabilities March 31, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ 42,006 $ 270,000 $ 154,826 $ 466,832 Total Assets $ 42,006 $ 270,000 $ 154,826 $ 466,832 Liabilities Derivative liabilities $ - $ - $ 4,437,172 $ 4,437,172 Total $ - $ - $ 4,437,172 $ 4,437,172 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 75,006 $ - $ 65,000 $ 140,006 Total Assets $ 75,006 $ - $ 65,000 $ 140,006 Liabilities Derivative liabilities $ - $ - $ 981,766 $ 981,766 Total $ - $ - $ 981,766 $ 981,766 Level 1 Investments consist of common stock, options, and warrants of publicly traded companies which are considered to be highly liquid and easily tradeable. The Company also holds Level 3 investments in the common stock of a private company. Derivative liabilities are derived from certain convertible notes payable and warrants. |
Cash and Cash Equivalents and Concentration of Credit Risk | 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 March 31, 2023 and December 31, 2022, 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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 March 31, 2023 and December 31, 2022, was $ 19,587 19,587 670 19,587 Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations. The Company had the following concentrations at March 31, 2023 and December 31, 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Concentration of Risk Percentage Three Months Ended Year Ended Customer March 31, 2023 December 31, 2022 A 28 % 22 % B 16 % 16 % C 0 % 0 % Total 44 % 38 % |
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 March 31, 2023 and December 31, 2022 inventory consisted of: Schedule of Inventory Classification March 31, 2023 December 31, 2022 Smart Boards $ 262,339 $ 382,355 Clean Air Technology 102 102 Total Inventory $ 262,441 $ 382,457 During the three months ended March 31, 2023 and 2022 , impairment expense was $ 0 0 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED The Company had the following vendor purchase concentrations at March 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Three Months Ended March 31, Customer 2023 2022 A 30 % 84 % B 18 % - C 17 % - Total 65 % 84 % |
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. 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”), 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 March 31, 2023 and December 31, 2022, goodwill was $ 350,110 350,110 As a result of the SST acquisition, the consolidated financial statements include the balance sheet of SST at March 31, 2023 and December 31, 2022, as well as the results of operations and cash flows of SST for the three months ended March 31, 2023 and from the date of acquisition through March 31, 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 months ended March 31, 2023 and 2022, impairment expense was $ 0 0 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
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. There was no |
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 100 |
Derivative Liabilities | Derivative Liabilities The Company assessed the classification of its derivative financial instruments as of March 31, 2023 and December 31, 2022, which consist of convertible notes payable and certain warrants (excluding those for compensation) and has determined that such instruments qualify for treatment as derivative liabilities as they meet the criteria for liability classification under ASC 815. 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
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. |
Earnings Per Share (EPS) | Earnings Per Share (EPS) The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “ Distinguishing Liabilities from Equity” 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. |
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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments. Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options. Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations. Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred. See Note 10. |
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 the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: ● Identification of the contract, or contracts, with a customer ● Identification of the performance obligations in the contract ● Determination of the transaction price ● Allocation of the transaction price to the performance obligations in the contract ● Recognition of the revenue when, or as, performance obligations are satisfied Identify the contract with a customer. A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED 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 March 31, 2023 and 2022, contained a significant financing component. 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. FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED For our contracts with customers, payment terms generally range from advance payments prior to product delivery and/or installation to certain cases where payment is due within 30 days from job completion. The timing of satisfying our performance obligations does not vary significantly from the typical timing of payment. For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancelable. However, the Company acts as a reseller of warranties for its Smart Boards, which are serviced by the manufacturer, and in some cases requires SST to perform warranty related services. Sales taxes and other similar taxes are excluded from revenue. Smart Boards and Installation Services Smart Boards are sold to customers and may require an upfront deposit. The Company also installs its Smart Boards in connection with the sale. All revenue is recognized at a point in time upon completion of any installation, which typically occurs within thirty (30) days of delivering the product. Installation Services Certain customers contract with the Company to perform installation only services where they have acquired products from a different company/seller. All revenue is recognized at a point in time upon completion of any installation. Clean Air Technology All sales are recognized upon delivery of products to the customer. |
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 March 31, 2023 and December 31, 2022, the Company had deferred revenue of $ 275,247 578,354 The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2023 and 2022: Schedule of Disaggregation of Revenue Three Months Ended March 31, 2023 2022 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 447,668 81 % $ 531,076 90 % Installation services 104,660 19 % 48,490 8 % Clean air technology products - - % 12,725 2 % Total Revenues $ 552,328 100 % $ 592,291 100 % FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED The Company had the following sales concentrations at March 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Three Months Ended March 31, Customer 2023 2022 A 28 % 31 % B 16 % 29 % C - % 18 % Total 44 % 78 % |
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, 2023 and December 31, 2022, 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 |
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 $ 5,978 13,300 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED |
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 |
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 MARCH 31, 2023 UNAUDITED The following potentially dilutive equity securities outstanding as of March 31, 2023 were as follows: Schedule of Anti Dilutive Equity Securities Outstanding March 31,2023 Series A, preferred stock (1) 287,500,000 Series B, preferred stock (2) 5,299,982,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 13,421,983,333 Warrants (5) 1,293,541,667 Total 20,304,007,000 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 March 31, 2023, and the potential variability in stock prices, which directly affect the Company’s ability to determine if it has sufficient shares to settle all possible debt or equity conversions, the Company has determined that it does not have sufficient authorized shares of common stock ( 20,000,000,000 |
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. |
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 ASUs on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company. |
Organization and Nature of Op_2
Organization and Nature of Operations (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Schedule of Parent and Subsidiaries | The parent (FOMO Worldwide, Inc Schedule of Parent and Subsidiaries Company Name Incorporation Date State of Incorporation FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) 1990 California 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) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Policies [Abstract] | |
Schedule of Fair Value of Assets And Liabilities | Assets and liabilities measured at fair value at March 31, 2023 and December 31, 2022 are as follows: Schedule of Fair Value of Assets And Liabilities March 31, 2023 Level 1 Level 2 Level 3 Total Assets Investments $ 42,006 $ 270,000 $ 154,826 $ 466,832 Total Assets $ 42,006 $ 270,000 $ 154,826 $ 466,832 Liabilities Derivative liabilities $ - $ - $ 4,437,172 $ 4,437,172 Total $ - $ - $ 4,437,172 $ 4,437,172 December 31, 2022 Level 1 Level 2 Level 3 Total Assets Investments $ 75,006 $ - $ 65,000 $ 140,006 Total Assets $ 75,006 $ - $ 65,000 $ 140,006 Liabilities Derivative liabilities $ - $ - $ 981,766 $ 981,766 Total $ - $ - $ 981,766 $ 981,766 |
Schedule of Concentration of Risk Percentage | The Company had the following concentrations at March 31, 2023 and December 31, 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Concentration of Risk Percentage Three Months Ended Year Ended Customer March 31, 2023 December 31, 2022 A 28 % 22 % B 16 % 16 % C 0 % 0 % Total 44 % 38 % |
Schedule of Inventory | At March 31, 2023 and December 31, 2022 inventory consisted of: Schedule of Inventory Classification March 31, 2023 December 31, 2022 Smart Boards $ 262,339 $ 382,355 Clean Air Technology 102 102 Total Inventory $ 262,441 $ 382,457 |
Schedule of Vendor Purchase Concentrations Percentage | The Company had the following vendor purchase concentrations at March 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Vendor Purchase Concentrations Percentage Three Months Ended March 31, Customer 2023 2022 A 30 % 84 % B 18 % - C 17 % - Total 65 % 84 % |
Schedule of Disaggregation of Revenue | The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2023 and 2022: Schedule of Disaggregation of Revenue Three Months Ended March 31, 2023 2022 Revenue Revenue % of Revenues Revenue % of Revenues Smart boards and installation $ 447,668 81 % $ 531,076 90 % Installation services 104,660 19 % 48,490 8 % Clean air technology products - - % 12,725 2 % Total Revenues $ 552,328 100 % $ 592,291 100 % |
Schedule of Sales Concentrations Percentage | The Company had the following sales concentrations at March 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST. Schedule of Sales Concentrations Percentage Three Months Ended March 31, Customer 2023 2022 A 28 % 31 % B 16 % 29 % C - % 18 % Total 44 % 78 % |
Schedule of Anti Dilutive Equity Securities Outstanding | The following potentially dilutive equity securities outstanding as of March 31, 2023 were as follows: Schedule of Anti Dilutive Equity Securities Outstanding March 31,2023 Series A, preferred stock (1) 287,500,000 Series B, preferred stock (2) 5,299,982,000 Series C, preferred stock (3) 1,000,000 Convertible notes and related accrued interest (4) 13,421,983,333 Warrants (5) 1,293,541,667 Total 20,304,007,000 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) | 3 Months Ended |
Mar. 31, 2023 | |
Loan Receivable Related Party | |
Summary of Loans Receivables Advances Related Party | The following is a summary of the Company’s advances – related party is as follows: Summary of Loans Receivables Advances Related Party Loan Receivable Terms Related Party Issuance dates of advances 2021 Maturity date Due on Demand Interest rate 0 % Collateral Unsecured Balance - December 31, 2021 $ 53,732 Advances 25,149 Repayments (33,620 ) Balance - December 31, 2022 45,261 Loan receivable - related party beginning balance 45,261 Advances 14,689 Repayments - Balance - March 31, 2023 $ 59,950 Loan receivable - related party ending balance $ 59,950 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment consisted of the following: Schedule of Property and Equipment Estimated Useful March 31, 2023 December 31, 2022 Lives (Years) Leasehold Improvements $ 178,278 $ 178,278 40 Vehicles 53,777 53,777 5 10 Furniture 19,595 19,595 10 Equipment 9,408 9,408 5 Property and Equipment gross 261,058 261,058 Accumulated depreciation 181,775 180,214 Total property and equipment - net $ 79,283 $ 80,844 |
Investments (Tables)
Investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Investments, Debt and Equity Securities [Abstract] | |
Schedule of Investments | The following is a summary of the Company’s investments at March 31, 2023 and December 31, 2022. Schedule of Investments March 31, 2023 Securities Held Acquisition Date Shares Held Price per Value of Securities Securities Stock, options, and warrants Various Various Various $ 6 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock 2021 150,000 $ 0.08 270,000 2 HMLA Warrants 2021 50,000,000 $ 0.0018 89,826 2 Peer to Peer Network (PTOP) Common stock 2019 210,000,000 $ 0.0004 42,000 3 GenBio Inc. Private company 2021 and 2022 50,000 $ 1.00 65,000 4 $ 466,832 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. 3 - based upon the quoted closing trading price. 4 - based on cost method. December 31, 2022 Securities Held Acquisition Date Shares Held Price per Value of Securities Securities Stock, options, and warrants Various Various Various $ 6 1 Himalaya Technologies, Inc. (HMLA) Series B, preferred stock and warrants 2021 150,000 $ 0.08 12,000 2 Peer to Peer Network (PTOP) Common stock 2019 210,000,000 $ 0.0007 63,000 3 GenBio, Inc. Private company 2021 25,000 $ 1.00 65,000 4 $ 140,006 1 - all investments are held at our third-party independent broker. 2 - during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 3 - based upon the quoted closing trading price. 4 - based on cost method. |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of Convertible Notes Payable | The Company executed several convertible notes with various lenders as follows: Schedule of Convertible Notes Payable GS Capital PowerUp Lending Sixth Street Lending Issuance Dates of Convertible Notes June 2021 - April 2022 September 2021 October 2021 - January 2022 Maturity Dates of Convertible Notes June 2022 - April 2023 September 2022 October 2022 - January 2023 Interest Rate 10 % 12 % 12 % Default Interest Rate 24 % 22 % 22 % Collateral Unsecured Unsecured Unsecured Conversion Rate $ 0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period 61% of the average of the two (2) lowest prices in the prior 20-day period FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2021 $ 380,000 $ 43,750 $ 78,750 $ 502,500 Proceeds from issuance of notes 335,000 - 43,750 378,750 Conversion of accrued interest to note 16,206 16,206 Repayment of notes - - (122,500 ) (122,500 ) Conversion of debt to common stock (55,000 ) (43,750 ) - (98,750 ) Balance 676,206 - - 676,206 Less: unamortized debt discount (31,200 ) - - (31,200 ) Balance - December 31, 2022 $ 645,006 $ - $ - $ 645,006 GS Capital PowerUp Lending Sixth Street Lending Total Balance - December 31, 2022 $ 676,206 $ - $ - $ 676,206 Beginning balance $ 676,206 $ - $ - $ 676,206 Proceeds from issuance of notes - - - - Conversion of accrued interest to note - - - - Repayment of notes - - - - Conversion of debt to common stock - - - - Balance 676,206 - - 676,206 Ending balance 676,206 - - 676,206 Less: unamortized debt discount - - - - Balance - March 31, 2023 $ 676,206 $ - $ - $ 676,206 |
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 (195,000 ) Balance – December 31, 2022 $ - 1 200,000 2 Converts into Series B, preferred stock at $ 1 0.001 1:1,000 |
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, 2021 - 5,168 17,546 22,714 Debt acquired in SST acquisition 321,705 - - 321,705 Advances 326,911 - 14,741 341,652 Repayments (364,136 ) - (12,407 ) (376,543 ) Balance - December 31, 2022 $ 284,480 $ 5,168 $ 19,880 $ 309,528 Loans payable - related parties, beginning balance $ 284,480 $ 5,168 $ 19,880 $ 309,528 Advances - - 3,090 3,090 Repayments - - (3,900 ) (3,900 ) Balance - March 31, 2023 $ 284,480 $ 5,168 $ 19,070 $ 308,718 Loans payable - related parties, ending balance $ 284,480 $ 5,168 $ 19,070 $ 308,718 Short Term Portion of Balance $ $ 5,168 $ 19,070 $ 24,238 Long Term Portion of Balance $ 284,480 $ - $ - $ 284,480 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 443,060 Repayments (199,368 ) Balance – December 31, 2022 $ 243,692 Proceeds - Repayments (66,001 ) Balance – March 31, 2023 $ 177,691 |
Schedule of Accounts Receivable Credit Facility | The Company and its subsidiaries are guarantors of this Agreement. 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 7,269,906 Repayments (5,993,439 ) Balance - December 31, 2022 1,267,467 Proceed from drawdowns 1,112,819 Repayments (949,024 ) Balance - March 31, 2023 $ 1,440,262 |
Third Party Lender [Member] | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | |
Schedule of Loan Payable Other | Schedule of Loan Payable Other Loan Payable - Other Issuance Date of Loan January 17, 2023 and March 27, 2023 Maturity Date of Loan January 17, 2024 and March 27, 2024 Interest Rate 18.00 33.00 % Default Interest Rate 0.00 % Collateral Unsecured Conversion Rate None Balance – December 31, 2022 $ - Proceeds 368,800 Repayments (40,720 ) Balance – March 31, 2023 $ 328,080 |
Derivative Liabilities (Tables)
Derivative Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 Three Months Ended Year Ended March 31, 2023 December 31, 2022 Exercise price $ 0.0001 0.01 $ 0.0001 0.01 Expected volatility 282 292 % 196 377 % Risk-free interest rate 4.64 % 0.73 2.99 % Expected term (in years) 0.01 2.02 0.30 3.00 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 March 31, 2023 and December 31, 2022: Schedule of Derivative Liabilities Convertible Debt Warrants Total Derivative liabilities - December 31, 2021 $ 330,294 $ 775,243 $ 1,105,537 Derivative liabilities $ 330,294 $ 775,243 $ 1,105,537 Fair value - commitment date 300,137 61,600 361,737 Fair value - mark to market adjustment 404,695 (238,813 ) 165,882 Gain on debt extinguishment (derivative liabilities - convertible debt) (226,391 ) - (226,391 ) Reclassification to APIC for financial instruments that ceased to be derivative liabilities - (425,000 ) (425,000 ) Derivative liabilities – December 31, 2022 808,736 173,030 981,766 Derivative liabilities 808,736 173,030 981,766 Fair value - commitment date - - - Fair value - mark to market adjustment 3,466,013 (10,607 ) 3,455,406 Gain on debt extinguishment (derivative liabilities - convertible debt) - - - Reclassification to APIC for financial instruments that ceased to be derivative liabilities - - - Derivative liabilities – March 31, 2023 $ 4,274,749 $ 162,423 $ 4,437,172 Derivative liabilities $ 4,274,749 $ 162,423 $ 4,437,172 |
Acquisition and Pro Forma Fin_2
Acquisition and Pro Forma Financial Information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of Fair Value of Assets Acquired and Liabilities Assumed | The acquisition of SST was reflected in the accompanying consolidated financial statements at March 31, 2023 and 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the acquisition date. Schedule of Fair Value of Assets Acquired and Liabilities Assumed Consideration Value of earn out agreement $ 75,328 Fair value of consideration transferred 75,328 Recognized amounts of identifiable assets acquired and liabilities assumed: Cash 223,457 Accounts receivable 669,580 Inventory 208,431 Property and equipment 82,553 Operating lease - right-of-use asset 345,229 Supplier relationships 149,000 Trade name 420,000 Total assets acquired 2,098,250 Accounts payable and accrued expenses 268,553 Contract liabilities (deferred revenue) 671,217 Loan payable - related party 421,799 Note payable - government – SBA 150,000 Notes payable 516,234 Operating lease liability 345,229 Total liabilities assumed 2,373,032 FOMO WORLDWIDE, INC AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS MARCH 31, 2023 UNAUDITED Total net liabilities assumed (274,782 ) Goodwill in purchase of SMARTSolution Technologies L.P. $ 350,110 |
Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name | The estimated future amortization of the acquired supplier relationships and trade name are as follows at March 31, 2023: Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name 2023 $ 48,937 2024 65,250 2025 65,250 2026 34,123 2027 28,000 Thereafter 256,604 Intangible assets- net $ 498,164 |
Schedule of Intangible Assets | The following summarizes the intangible assets at March 31, 2023 and December 31, 2022: Schedule of Intangible Assets March 31, 2023 December 31, 2022 Useful Life Supplier relationships $ 149,000 $ 149,000 4 Trade name 420,000 420,000 15 Intangible assets gross 569,000 569,000 Accumulated amortization (70,836 ) (54,524 ) Intangible assets net $ 498,164 $ 514,476 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
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 March 31, 2022: Schedule of Operating Lease Assets and Liabilities March 31, 2023 Assets Operating lease - right-of-use asset - non-current $ 264,676 Liabilities Operating lease liability $ 275,840 Weighted-average remaining lease term (years) 3.84 Weighted-average discount rate 8 % The components of lease expense were as follows: Operating lease costs Amortization of right-of-use operating lease asset $ 17,261 Lease liability expense in connection with obligation repayment 5,583 Total operating lease costs $ 22,844 Supplemental cash flow information related to operating leases was as follows: Operating cash outflows from operating lease (obligation payment) $ 15,417 |
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 March 31, 2023: Schedule of Future Minimum Lease Payments 2023 (9 Months) $ 63,000 2024 84,000 2025 84,000 2026 84,000 2027 7,000 Total undiscounted cash flows 322,000 Less: amount representing interest (46,160 ) Present value of operating lease liability 275,840 Less: current portion of operating lease liability (64,836 ) Long-term operating lease liability $ 211,004 |
Warrants (Tables)
Warrants (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Schedule of Warrants Activity | Warrant activity for the three months ended March 31, 2023 and the year ended December 31, 2022 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, 2021 2,002,113,095 $ 0.0016 2.38 $ 450,000 Granted 660,000,000 $ 0.0011 - - Exercised (750,000,000 ) $ 0.0001 - - Cancelled/Forfeited (618,571,428 ) $ .00034 - - Outstanding – December 31, 2022 1,293,541,667 $ 0.0013 1.86 $ - Exercisable – December 31, 2022 1,293,541,667 $ 0.0014 1.71 $ - Granted 310,000,000 $ 0.0005 - - Exercised - - - - Cancelled/Forfeited - - - - Outstanding – March 31, 2023 1,603,541,667 $ 0.0011 1.87 $ - Exercisable – March 31, 2023 1,293,541,667 $ 0.0013 1.62 $ - |
Summary of Fair Value of Warrants | Summary of Fair Value of Warrants Exercise price $ 0.001 Expected volatility 374 % Risk-free interest rate 1.76 % Expected term (in years) 3.00 Expected dividend rate 0 % |
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 Expected volatility 375 % Risk-free interest rate 1.62 % Expected term (in years) 3.00 Expected dividend rate 0 % |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Summary of Effective Income Tax Rate | The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows: Summary of Effective Income Tax Rate 2023 2022 Statutory federal rate -21.0 % -21.0 % State income tax rate, net of federal benefit -3.6 % -3.6 % Permanent differences, including stock-based compensation and impairment of acquired assets 8.6 % 8.6 % Change in valuation allowance 16.0 % 16.0 % Effective tax rate 0.0 % 0.0 % |
Summary of Deferred Tax Assets | At March 31, 2023 and December 31, 2022, the Company’s deferred tax assets were as follows: Summary of Deferred Tax Assets March 31, 2023 December 31, 2022 Tax benefit of net operating loss carry forward $ 5,170,801 $ 4,248,077 less valuation allowance (5,170,801 ) (4,248,077 ) Net deferred tax assets $ - $ - |
Schedule of Net Operating Loss Carryover Loss | Schedule of Net Operating Loss Carryover Loss 2013 $ 84,206 2023 2014 494,301 2024 2015 680,549 2025 2016 651,537 2026 2017 1,239,493 2027 2018 1,843,498 Indefinite 2019 48,201 Indefinite 2020 140,808 Indefinite 2021 9,262,185 Indefinite 2022 2,823,829 Indefinite 2023 3,750,911 Indefinite $ 21,019,518 |
Schedule of Parent and Subsidia
Schedule of Parent and Subsidiaries (Details) | 3 Months Ended | |
Mar. 31, 2023 | ||
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 | |
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 [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 The Company was formed in 2021 |
Organization and Nature of Op_3
Organization and Nature of Operations (Details Narrative) - USD ($) | Feb. 28, 2023 | Feb. 28, 2022 | Mar. 07, 2021 | Feb. 12, 2021 | Oct. 19, 2020 | Mar. 29, 2023 |
Total shares | 310,000,000 | |||||
Share price | $ 0.0005 | |||||
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||||
Annual salary | $ 100,000 | |||||
Other Employee [Member] | ||||||
Total shares | 300,000,000 | |||||
Share price | $ 0.001 | |||||
Share price | $ 0.0005 | |||||
Series B Preferred Stock [Member] | ||||||
Share price | $ 0.001 | |||||
Series B Preferred Stock [Member] | Preferred Stock [Member] | ||||||
Shares issues | 1,000,000 | |||||
Stock issued during period value new issues | $ 927,600 | |||||
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 | |||||
Issue of preferred B shares to acquire assets | $ 1,479,121 | |||||
Series B Preferred Stock [Member] | Energy Intelligencer Center LLC [Member] | Warrant [Member] | ||||||
Issue of preferred B shares to acquire assets, shares | 50,000,000 | |||||
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 ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | $ 466,832 | $ 140,006 |
Total assets measured at fair value | 466,832 | 140,006 |
Derivative liability | 4,437,172 | 981,766 |
Total liabilities measured at fair value | 4,437,172 | 981,766 |
Fair Value, Inputs, Level 1 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | 42,006 | 75,006 |
Total assets measured at fair value | 42,006 | 75,006 |
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 2 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | 270,000 | |
Total assets measured at fair value | 270,000 | |
Derivative liability | ||
Total liabilities measured at fair value | ||
Fair Value, Inputs, Level 3 [Member] | ||
Platform Operator, Crypto-Asset [Line Items] | ||
Investments | 154,826 | 65,000 |
Total assets measured at fair value | 154,826 | 65,000 |
Derivative liability | 4,437,172 | 981,766 |
Total liabilities measured at fair value | $ 4,437,172 | $ 981,766 |
Schedule of Concentration of Ri
Schedule of Concentration of Risk Percentage (Details) - Customer Concentration Risk [Member] - Accounts Receivable [Member] | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 28% | 22% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 16% | 16% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 0% | 0% |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 44% | 38% |
Schedule of Inventory (Details)
Schedule of Inventory (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory [Line Items] | ||
Total Inventory | $ 262,441 | $ 382,457 |
Smart Boards [Member] | ||
Inventory [Line Items] | ||
Total Inventory | 262,339 | 382,355 |
Clean Air Technology [Member] | ||
Inventory [Line Items] | ||
Total Inventory | $ 102 | $ 102 |
Schedule of Vendor Purchase Con
Schedule of Vendor Purchase Concentrations Percentage (Details) - Product Concentration Risk [Member] - Cost of Goods and Service Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Vendor A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 30% | 84% |
Vendor B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 18% | |
Vendor C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 17% | |
Vendor [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 65% | 84% |
Schedule of Disaggregation of R
Schedule of Disaggregation of Revenue (Details) - USD ($) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Product Information [Line Items] | ||
Total Revenues | $ 552,328 | $ 592,291 |
Percentage of revenues | 100% | 100% |
Smart Boards and Installation [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 447,668 | $ 531,076 |
Percentage of revenues | 81% | 90% |
Installation Services [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 104,660 | $ 48,490 |
Percentage of revenues | 19% | 8% |
Clean Air Technology Products [Member] | ||
Product Information [Line Items] | ||
Total Revenues | $ 12,725 | |
Percentage of revenues | 2% |
Schedule of Sales Concentration
Schedule of Sales Concentrations Percentage (Details) - Customer Concentration Risk [Member] - Revenue Benchmark [Member] | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Customer A [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 28% | 31% |
Customer B [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 16% | 29% |
Customer C [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 18% | |
Customer [Member] | ||
Product Information [Line Items] | ||
Concentration risk percentage | 44% | 78% |
Schedule of Anti Dilutive Equit
Schedule of Anti Dilutive Equity Securities Outstanding (Details) | 3 Months Ended | |
Mar. 31, 2023 shares | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 20,304,007,000 | |
Series A Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 287,500,000 | [1] |
Series B Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 5,299,982,000 | [2] |
Series C Preferred Stock [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 1,000,000 | [3] |
Convertible Debt [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 13,421,983,333 | [4] |
Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Anti-dilutive equity securities | 1,293,541,667 | [5] |
[1]Each share converts into 50 1,000 1 |
Schedule of Anti Dilutive Equ_2
Schedule of Anti Dilutive Equity Securities Outstanding (Details) (Parenthetical) | 3 Months Ended |
Mar. 31, 2023 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 | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Product Information [Line Items] | |||
Cash | $ 119,149 | $ 96,954 | |
Cash equivalents | 0 | 0 | |
FDIC insured amount | 250,000 | ||
Allowance for doubtful accounts | 19,587 | 19,587 | |
Bad debt expense | 670 | $ 19,587 | |
Impairment expense related to inventory | 0 | 0 | |
Goodwill | 350,110 | 350,110 | |
Impairment expense related to long lived assets | 0 | 0 | |
Impairment expense related to property and equipment | 0 | 0 | |
Deferred revenue | 275,247 | $ 578,354 | |
Interest and penalties related to uncertain income tax positions | 0 | 0 | |
Marketing and advertising costs | $ 5,978 | $ 13,300 | |
Common stock authorized to settle exercise of common stock equivalents | 20,000,000,000 | ||
Customers [Member] | Revenue from Contract with Customer Benchmark [Member] | Customer Concentration Risk [Member] | |||
Product Information [Line Items] | |||
Concentration risk percentage | 100% | ||
Minimum [Member] | |||
Product Information [Line Items] | |||
Estimated useful lives | 1 year | ||
Maximum [Member] | |||
Product Information [Line Items] | |||
Estimated useful lives | 7 years |
Liquidity, Going Concern and _2
Liquidity, Going Concern and Management’s Plans (Details Narrative) - USD ($) | 3 Months Ended | |||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ||||
Net loss | $ 3,789,102 | $ 1,825,808 | ||
Net Cash Provided by (Used in) Operating Activities | 388,180 | 791,893 | ||
Accumulated deficit | 27,908,514 | $ 24,098,281 | ||
Stockholders equity | 6,347,567 | $ 87,341 | 2,570,643 | $ 310,227 |
Working capital | 7,511,148 | |||
Cash | $ 119,149 | $ 96,954 |
Summary of Loans Receivables Ad
Summary of Loans Receivables Advances Related Party (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Short-Term Debt [Line Items] | ||
Loan receivable - related party beginning balance | $ 45,261 | |
Repayments | $ (321,705) | |
Loan receivable - related party ending balance | $ 59,950 | 45,261 |
Loans Payable Related Party [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance dates of advances | 2021 | |
Maturity date | Due on Demand | |
Interest rate | 0% | |
Collateral | Unsecured | |
Loan receivable - related party beginning balance | $ 45,261 | 53,732 |
Advances | 14,689 | 25,149 |
Repayments | (33,620) | |
Loan receivable - related party ending balance | $ 59,950 | $ 45,261 |
Loan Receivable _ Related Par_3
Loan Receivable – Related Party (Details Narrative) - USD ($) | Sep. 01, 2022 | Aug. 31, 2022 |
Loan Receivable Related Party | ||
Loans receivable, fair value disclosure | $ 100,000 | $ 50,000 |
Schedule of Property and Equipm
Schedule of Property and Equipment (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 261,058 | $ 261,058 |
Accumulated depreciation | 181,775 | 180,214 |
Total property and equipment - net | $ 79,283 | 80,844 |
Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 1 year | |
Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 7 years | |
Leasehold Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 178,278 | 178,278 |
Estimated Useful Lives (Years) | 40 years | |
Vehicles [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 53,777 | 53,777 |
Vehicles [Member] | Minimum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 5 years | |
Vehicles [Member] | Maximum [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Estimated Useful Lives (Years) | 10 years | |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 19,595 | 19,595 |
Estimated Useful Lives (Years) | 10 years | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and Equipment gross | $ 9,408 | $ 9,408 |
Estimated Useful Lives (Years) | 5 years |
Property and Equipment (Details
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Feb. 28, 2022 | |
Restructuring Cost and Reserve [Line Items] | |||
Depreciation expense | $ 1,561 | $ 579 | |
Property and equipment | $ 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 ($) | 3 Months Ended | 12 Months Ended | ||||
Mar. 31, 2023 | Dec. 31, 2022 | Feb. 28, 2023 | ||||
Schedule of Investments [Line Items] | ||||||
Value of Securities | $ 466,832 | $ 140,006 | ||||
Price per Share | $ 0.0005 | |||||
Himalaya Technologies Inc [Member] | ||||||
Schedule of Investments [Line Items] | ||||||
Value of Securities | $ 270,000 | [1] | $ 12,000 | [2] | ||
Acquisition Date | 2021 | [1] | 2021 | [2] | ||
Shares Held | 150,000 | [1] | 150,000 | [2] | ||
Price per Share | $ 0.08 | [1] | $ 0.08 | [2] | ||
HMLA [Member] | ||||||
Schedule of Investments [Line Items] | ||||||
Value of Securities | [1] | $ 89,826 | ||||
Acquisition Date | [1] | 2021 | ||||
Shares Held | [1] | 50,000,000 | ||||
Price per Share | [1] | $ 0.0018 | ||||
Peer To Peer Network PTOP [Member] | ||||||
Schedule of Investments [Line Items] | ||||||
Value of Securities | $ 42,000 | [3] | $ 63,000 | [4] | ||
Acquisition Date | 2019 | [3] | 2019 | [4] | ||
Shares Held | 210,000,000 | [3] | 210,000,000 | [4] | ||
Price per Share | $ 0.0004 | [3] | $ 0.0007 | [4] | ||
GenBio Inc [Member] | ||||||
Schedule of Investments [Line Items] | ||||||
Value of Securities | $ 65,000 | [5] | $ 65,000 | [6] | ||
Acquisition Date | 2021 and 2022 | [5] | 2021 | [6] | ||
Shares Held | 50,000 | [5] | 25,000 | [6] | ||
Price per Share | $ 1 | [5] | $ 1 | [6] | ||
Securities Investment [Member] | ||||||
Schedule of Investments [Line Items] | ||||||
Value of Securities | $ 6 | [7] | $ 6 | [8] | ||
[1]during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 1,000,000 150,000 50,000,000 five .0001 |
Schedule of Investments (Deta_2
Schedule of Investments (Details) (Parenthetical) - $ / shares | 12 Months Ended | ||
Jul. 31, 2021 | Dec. 31, 2021 | Jun. 28, 2021 | |
Kanab Corp [Member] | |||
Stock issued for conversion, shares | 1,000,000 | ||
Himalaya Technologies Inc [Member] | |||
Stock issued for conversion, shares | 150,000 | ||
Warrants issued | 50,000,000 | 50,000,000 | |
Warrants term | 5 years | 5 years | |
Warrants exercise price | $ 0.0001 | $ 0.0001 | |
Himalaya Technologies Inc [Member] | Series B Preferred Stock [Member] | |||
Stock issued for conversion, shares | 150,000 |
SCHEDULE OF INVESTMENTS (Parent
SCHEDULE OF INVESTMENTS (Parenthetical) (Details) | 12 Months Ended |
Dec. 31, 2021 shares | |
Kanab Corp [Member] | |
Stock issued for conversion, shares | 1,000,000 |
Investments (Details Narrative)
Investments (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||||
Apr. 07, 2022 | Apr. 06, 2022 | Mar. 03, 2022 | Jan. 24, 2022 | Oct. 04, 2021 | Jul. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2019 | Mar. 31, 2023 | Feb. 28, 2023 | Jun. 28, 2021 | |||
Stock issued for acquisitions, value | $ 700,000 | ||||||||||||||
Share Price | $ 0.0005 | ||||||||||||||
Investment | $ 140,006 | $ 466,832 | |||||||||||||
Common Stock [Member] | |||||||||||||||
Stock issued for acquisitions, value | |||||||||||||||
GenBio Inc [Member] | |||||||||||||||
Share Price | $ 1 | ||||||||||||||
Value of shares invested | $ 7,500 | $ 7,500 | $ 10,000 | $ 15,000 | $ 25,000 | $ 40,000 | |||||||||
Number of shares issued for consideration | 7,500 | 7,500 | 10,000 | 15,000 | 25,000 | 40,000 | |||||||||
Share price | $ 1 | ||||||||||||||
GenBio Inc [Member] | Common Stock [Member] | |||||||||||||||
Number of shares issued for consideration | 25,000 | ||||||||||||||
Preferred Class B [Member] | |||||||||||||||
Share price | $ 0.50 | ||||||||||||||
Peer to Peer Inc [Member] | |||||||||||||||
Stock issued for acquisitions, shares | 210,000,000 | ||||||||||||||
Share price | $ 0.0023 | ||||||||||||||
Stock issued for acquisitions, value | $ 483,000 | ||||||||||||||
Share Price | $ 0.00020 | $ 0.00030 | |||||||||||||
Investment | $ 42,000 | $ 63,000 | |||||||||||||
Peer to Peer Inc [Member] | Preferred Class B [Member] | |||||||||||||||
Number of shares issued during period | 400,000 | ||||||||||||||
Kanab Corp [Member] | |||||||||||||||
Number of shares issued during period | 1,000,000 | ||||||||||||||
Stock issued for acquisitions, shares | 1,000,000 | ||||||||||||||
Share price | $ 0.0122 | ||||||||||||||
Stock issued for acquisitions, value | $ 12,220 | ||||||||||||||
Himalaya Technologies Inc [Member] | |||||||||||||||
Number of shares issued during period | 150,000 | ||||||||||||||
Share Price | $ 0.08 | [1] | $ 0.08 | [2] | |||||||||||
Investment | $ 12,000 | [1] | $ 270,000 | [2] | |||||||||||
Warrants issued | 50,000,000 | 50,000,000 | |||||||||||||
Warrants term | 5 years | 5 years | |||||||||||||
Warrants exercise price | $ 0.0001 | $ 0.0001 | |||||||||||||
Valuation of series B preferred stock | $ 270,000 | $ 89,826 | |||||||||||||
[1]during 2021, the Company exchanged 1,000,000 150,000 50,000,000 five .0001 1,000,000 150,000 50,000,000 five .0001 |
Schedule of Convertible Notes P
Schedule of Convertible Notes Payable (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Convertible Notes Payable, GS Capital [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Dates of Convertible Notes | June 2021 - April 2022 | |
Maturity Dates of Convertible Notes | June 2022 - April 2023 | |
Interest Rate | 10% | |
Default Interest Rate | 24% | |
Collateral | Unsecured | |
Conversion Rate | 0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period | |
Beginning balance | $ 676,206 | $ 380,000 |
Proceeds from issuance of notes | 335,000 | |
Conversion of accrued interest to note | 16,206 | |
Repayment of notes | ||
Conversion of debt to common stock | (55,000) | |
Ending balance | 676,206 | 676,206 |
Less: unamortized debt discount | (31,200) | |
Balance - March 31, 2023 | $ 676,206 | 645,006 |
Convertible Notes Payable, PowerUp Lending [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Dates of Convertible Notes | September 2021 | |
Maturity Dates of Convertible Notes | September 2022 | |
Interest Rate | 12% | |
Default Interest Rate | 22% | |
Collateral | Unsecured | |
Conversion Rate | 61% of the average of the two (2) lowest prices in the prior 20-day period | |
Beginning balance | 43,750 | |
Proceeds from issuance of notes | ||
Conversion of accrued interest to note | ||
Repayment of notes | ||
Conversion of debt to common stock | (43,750) | |
Ending balance | ||
Less: unamortized debt discount | ||
Balance - March 31, 2023 | ||
Convertible Notes Payable, Sixth Street Lending [Member] | ||
Short-Term Debt [Line Items] | ||
Issuance Dates of Convertible Notes | October 2021 - January 2022 | |
Maturity Dates of Convertible Notes | October 2022 - January 2023 | |
Interest Rate | 12% | |
Default Interest Rate | 22% | |
Collateral | Unsecured | |
Conversion Rate | 61% of the average of the two (2) lowest prices in the prior 20-day period | |
Beginning balance | 78,750 | |
Proceeds from issuance of notes | 43,750 | |
Conversion of accrued interest to note | ||
Repayment of notes | (122,500) | |
Conversion of debt to common stock | ||
Ending balance | ||
Less: unamortized debt discount | ||
Balance - March 31, 2023 | ||
Convertible Notes Payable [Member] | ||
Short-Term Debt [Line Items] | ||
Beginning balance | 676,206 | 502,500 |
Proceeds from issuance of notes | 378,750 | |
Conversion of accrued interest to note | 16,206 | |
Repayment of notes | (122,500) | |
Conversion of debt to common stock | (98,750) | |
Ending balance | 676,206 | 676,206 |
Less: unamortized debt discount | (31,200) | |
Balance - March 31, 2023 | $ 676,206 | $ 645,006 |
Schedule of Convertible Note pa
Schedule of Convertible Note payable Related Party (Details) - Convertible Debt [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | ||
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% | ||
Collateral | [1] | - | |
Conversion Rate | [2] | - | |
Convertible Note Payable - Related Party, Beginning Balance | |||
Proceeds from issuance of note | 195,000 | ||
Repayments | (195,000) | ||
Balance - March 31, 2023 | |||
[1] 200,000 1 0.001 1:1,000 |
Schedule of Convertible Note _2
Schedule of Convertible Note payable Related Party (Details) (Parenthetical) - $ / shares | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 29, 2023 | Feb. 28, 2023 | |
Debt Instrument [Line Items] | |||
Share price | $ 0.0005 | ||
Series B Preferred Stock [Member] | |||
Debt Instrument [Line Items] | |||
Share price | $ 0.001 | ||
Series B Preferred Stock [Member] | Convertible Debt [Member] | |||
Debt Instrument [Line Items] | |||
Preferred stock Issued | 200,000 | ||
Preferred stock conversion price | $ 1 | ||
Share price | $ 0.001 | ||
Common stock conversion basis | 1:1,000 |
Schedule of Loans Payable - Rel
Schedule of Loans Payable - Related Parties (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | ||
Short-Term Debt [Line Items] | |||
Loans payable - related parties, beginning balance | $ 309,528 | $ 22,714 | |
Debt acquired in SST acquisition | 321,705 | ||
Advances | 3,090 | 341,652 | |
Repayments | (3,900) | (376,543) | |
Loans payable - related parties, ending balance | 308,718 | 309,528 | |
Short Term Portion of Balance | 24,238 | ||
Long Term Portion of Balance | $ 284,480 | ||
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% | |
Loans payable - related parties, beginning balance | [1] | $ 284,480 | |
Debt acquired in SST acquisition | [1] | 321,705 | |
Advances | [1] | 326,911 | |
Repayments | [1] | (364,136) | |
Loans payable - related parties, ending balance | [1] | 284,480 | 284,480 |
Long Term Portion of Balance | [1] | $ 284,480 | |
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% | |
Loans payable - related parties, beginning balance | [2] | $ 5,168 | 5,168 |
Debt acquired in SST acquisition | [2] | ||
Advances | [2] | ||
Repayments | [2] | ||
Loans payable - related parties, ending balance | [2] | 5,168 | 5,168 |
Short Term Portion of Balance | [2] | 5,168 | |
Long Term Portion of Balance | [2] | ||
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% | |
Loans payable - related parties, beginning balance | [3] | $ 19,880 | 17,546 |
Debt acquired in SST acquisition | [3] | ||
Advances | [3] | 3,090 | 14,741 |
Repayments | [3] | (3,900) | (12,407) |
Loans payable - related parties, ending balance | [3] | 19,070 | $ 19,880 |
Short Term Portion of Balance | [3] | 19,070 | |
Long Term Portion of Balance | [3] | ||
[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. reflects activity related to the Company’s current Chief Executive Officer of FOMO. |
Schedule of Loan Payable Other
Schedule of Loan Payable Other (Details) - Loans Payable Other [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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% | |
Collateral | Unsecured | |
Conversion Rate | 0% | |
Convertible Note Payable - Related Party, Beginning Balance | $ 243,692 | |
Proceeds | 443,060 | |
Repayments | (66,001) | (199,368) |
Balance - March 31, 2023 | $ 177,691 | 243,692 |
Third Party Lender [Member] | ||
Short-Term Debt [Line Items] | ||
Default Interest Rate | 0% | |
Collateral | Unsecured | |
Conversion Rate | 0% | |
Convertible Note Payable - Related Party, Beginning Balance | ||
Proceeds | 368,800 | |
Repayments | (40,720) | |
Balance - March 31, 2023 | $ 328,080 | |
Maturity date | January 17, 2023 and March 27, 2023 | |
Maturity Date of Loan | January 17, 2024 and March 27, 2024 | |
Third Party Lender [Member] | Minimum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest Rate | 18% | |
Third Party Lender [Member] | Maximum [Member] | ||
Short-Term Debt [Line Items] | ||
Interest Rate | 33% |
Schedule of Accounts Receivable
Schedule of Accounts Receivable Credit Facility (Details) - Revolving Credit Facility [Member] - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
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 | |
Conversion Rate | 0% | |
Convertible Note Payable - Related Party, Beginning Balance | $ 1,267,467 | |
Proceeds from issuance of notes | 1,112,819 | 7,269,906 |
Repayments | (949,024) | (5,993,439) |
Balance - March 31, 2023 | $ 1,440,262 | $ 1,267,467 |
Debt (Details Narrative)
Debt (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||||
Dec. 19, 2022 | Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | Jun. 21, 2022 | |
Debt Instrument [Line Items] | ||||||
Gain (Loss) on Extinguishment of Debt | $ 100,693 | |||||
Repayments of loan | 3,900 | $ 376,543 | ||||
Debt instrument, covenant description | 1.25 to1 | |||||
Tangible net worth | $ 350,000 | |||||
Revolving Credit Facility [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Revolving accounts receivable credit facility | $ 1,000,000 | $ 1,500,000 | ||||
Credit facility interest rate | 85% | |||||
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) | |||||
Credit facility interest rate at period end | 0.40% | |||||
Debt instrument, covenant description | 1.25 to 1 | |||||
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% | |||||
Chief Executive Officer [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Due to officer | 321,705 | |||||
Convertible Debt [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Repayments of loan | 50,000 | |||||
Debt payable | $ 145,000 | |||||
Third Party Lender [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Debt conversion, amount | $ 104,367 | |||||
Debt conversion, shares issued | 301,448,152 | |||||
Gain (Loss) on Extinguishment of Debt | $ 205,691 | |||||
Loans payable other | 368,800 | 443,060 | ||||
Accrued interest | 121,800 | 138,050 | ||||
Proceeds from other loans payable | 247,000 | 305,010 | ||||
Debt instrument, periodic payment, interest | $ 8,902 | $ 5,116 |
Schedule of Derivative Liabilit
Schedule of Derivative Liabilities at Fair Value (Details) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 3 days | 3 months 18 days |
Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 2 years 7 days | 3 years |
Measurement Input, Exercise Price [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.0001 | 0.0001 |
Measurement Input, Exercise Price [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0.01 | 0.01 |
Measurement Input, Price Volatility [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 282 | 196 |
Measurement Input, Price Volatility [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 292 | 377 |
Measurement Input, Risk Free Interest Rate [Member] | Minimum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 4.64 | 0.73 |
Measurement Input, Risk Free Interest Rate [Member] | Maximum [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 2.99 | |
Measurement Input, Expected Dividend Rate [Member] | ||
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | ||
Derivative liability measurement input | 0 | 0 |
Schedule of Derivative Liabil_2
Schedule of Derivative Liabilities (Details) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2023 | Dec. 31, 2022 | |
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | $ 981,766 | |
Derivative liabilities | 4,437,172 | $ 981,766 |
Fair Value, Recurring [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | 981,766 | 1,105,537 |
Fair value - commitment date | 361,737 | |
Fair value - mark to market adjustment | 3,455,406 | 165,882 |
Gain on debt extinguishment (derivative liabilities - convertible debt) | (226,391) | |
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | |
Derivative liabilities | 4,437,172 | 981,766 |
Convertible Debt [Member] | Fair Value, Recurring [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | 808,736 | 330,294 |
Fair value - commitment date | 300,137 | |
Fair value - mark to market adjustment | 3,466,013 | 404,695 |
Gain on debt extinguishment (derivative liabilities - convertible debt) | (226,391) | |
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | ||
Derivative liabilities | 4,274,749 | 808,736 |
Warrant [Member] | Fair Value, Recurring [Member] | ||
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items] | ||
Derivative liabilities | 173,030 | 775,243 |
Fair value - commitment date | 61,600 | |
Fair value - mark to market adjustment | (10,607) | (238,813) |
Gain on debt extinguishment (derivative liabilities - convertible debt) | ||
Reclassification to APIC for financial instruments that ceased to be derivative liabilities | (425,000) | |
Derivative liabilities | $ 162,423 | $ 173,030 |
Schedule of Fair Value of Ass_2
Schedule of Fair Value of Assets Acquired and Liabilities Assumed (Details) | Mar. 31, 2023 USD ($) |
Business Combination and Asset Acquisition [Abstract] | |
Value of earn out agreement | $ 75,328 |
Fair value of consideration transferred | 75,328 |
Cash | 223,457 |
Accounts receivable | 669,580 |
Inventory | 208,431 |
Property and equipment | 82,553 |
Operating lease - right-of-use asset | 345,229 |
Supplier relationships | 149,000 |
Trade name | 420,000 |
Total assets acquired | 2,098,250 |
Accounts payable and accrued expenses | 268,553 |
Contract liabilities (deferred revenue) | 671,217 |
Loan payable - related party | 421,799 |
Note payable - government – SBA | 150,000 |
Notes payable | 516,234 |
Operating lease liability | 345,229 |
Total liabilities assumed | 2,373,032 |
Total net liabilities assumed | (274,782) |
Goodwill in purchase of SMARTSolution Technologies L.P. | $ 350,110 |
Schedule of Future Amortization
Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Business Combination and Asset Acquisition [Abstract] | ||
2023 | $ 48,937 | |
2024 | 65,250 | |
2025 | 65,250 | |
2026 | 34,123 | |
2027 | 28,000 | |
Thereafter | 256,604 | |
Intangible assets- net | $ 498,164 | $ 514,476 |
Schedule of Intangible Assets (
Schedule of Intangible Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Supplier relationships | $ 149,000 | $ 149,000 |
Trade name | 420,000 | 420,000 |
Intangible assets gross | 569,000 | 569,000 |
Accumulated amortization | (70,836) | (54,524) |
Intangible assets- net | $ 498,164 | $ 514,476 |
Supplier Relationships [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 4 years | |
Trade Names [Member] | ||
Acquired Finite-Lived Intangible Assets [Line Items] | ||
Intangible asset useful life | 15 years |
Acquisition and Pro Forma Fin_3
Acquisition and Pro Forma Financial Information (Details Narrative) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Feb. 03, 2023 | Dec. 19, 2022 | Feb. 28, 2022 | Mar. 31, 2022 | Mar. 31, 2023 | Dec. 31, 2021 | Feb. 28, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||
Goodwill | $ 350,110 | $ 350,110 | ||||||
Payments to aquire business | $ 150,000 | |||||||
Estimated value of earn-out | 75,328 | |||||||
SMART Solution Technologies LP INC [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to aquire business | $ 139,000 | |||||||
Mitchell Schwartz [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Single payment | $ 100,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total dollar value | 100,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total dollar value | 45,480 | |||||||
Loan amount | $ 185,000 | |||||||
Loan success fee | 10,000 | 10,000 | ||||||
Repayment of loan | $ 195,000 | |||||||
Debt remaining balance | 145,000 | |||||||
Monthly interest | $ 1,250 | |||||||
Maturity Date of Convertible Note | Feb. 28, 2022 | |||||||
Debt total | $ 118,750 | |||||||
Residual salary | $ 19,230 | |||||||
Monthly payment | 284,480 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Real Estate Loan [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 100,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Insider Loan [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 26,250 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Insider Loan [Member] | Minimum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 145,000 | |||||||
Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | Insider Loan [Member] | Maximum [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Debt remaining balance | 118,750 | |||||||
SMARTSolution Technologies, L.P. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Ownership percentage | 100% | |||||||
Conversion of preferred Series B shares to common shares, shares | 1,000 | |||||||
Brokerage fees | 50,000 | |||||||
Goodwill | $ 350,110 | |||||||
SMARTSolution Technologies, L.P. [Member] | Employment Status and Compensation Change Agreement [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Total dollar value | $ 139,000 | |||||||
Gross revenue purchase percentage | 1.50% | |||||||
Estimated value of earn-out | $ 75,328 | |||||||
SMARTSolution Technologies, L.P. [Member] | Employment Status and Compensation Change Agreement [Member] | Mitchell Schwartz [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Repayment of loan | $ 50,000 | |||||||
SMARTSolution Technologies, L.P. [Member] | Common Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Number of shares issued for consideration | 1,000,000,000 | |||||||
Series B Preferred Stock [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Payments to aquire business | $ 150,000 | |||||||
Series B Preferred Stock [Member] | SMARTSolution Technologies, L.P. [Member] | ||||||||
Business Acquisition [Line Items] | ||||||||
Business combination recognized identifiable assets acquired and liabilities | 1,000,000 | |||||||
[custom:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumed-0] | $ 700,000 | |||||||
Series B Preferred Stock [Member] | SMARTSolution Technologies, L.P. [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 |
Schedule of Operating Lease Ass
Schedule of Operating Lease Assets and Liabilities (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Operating lease - right-of-use asset - non-current | $ 264,676 | $ 281,937 | |
Operating lease liability | $ 275,840 | ||
Weighted-average remaining lease term (years) | 3 years 10 months 2 days | ||
Weighted-average discount rate | 8% | ||
Amortization of right-of-use operating lease asset | $ 17,261 | $ 11,508 | |
Lease liability expense in connection with obligation repayment | 5,583 | ||
Total operating lease costs | 22,844 | ||
Operating cash outflows from operating lease (obligation payment) | $ 15,417 |
Schedule of Future Minimum Leas
Schedule of Future Minimum Lease Payments (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Commitments and Contingencies Disclosure [Abstract] | ||
2023 (9 Months) | $ 63,000 | |
2024 | 84,000 | |
2025 | 84,000 | |
2026 | 84,000 | |
2027 | 7,000 | |
Total undiscounted cash flows | 322,000 | |
Less: amount representing interest | (46,160) | |
Present value of operating lease liability | 275,840 | |
Less: current portion of operating lease liability | (64,836) | $ (63,556) |
Long-term operating lease liability | $ 211,004 | $ 227,701 |
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 | 12 Months Ended | ||
Feb. 28, 2022 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Class of Stock [Line Items] | ||||
Preferred stock, dividends per share | $ 0.0035 | $ 0.0035 | ||
Common stock, shares authorized | 20,000,000,000 | 20,000,000,000 | ||
Common stock, par value | $ 0 | $ 0 | ||
Stock issued for services | $ 1,000 | $ 535,000 | ||
Conversion of convertible securities | 310,059 | |||
Debt extinguishment | $ 100,693 | |||
Convertible Debt [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued | 301,448,152 | |||
Interest payable | $ 104,368 | |||
Converted instrument value | 310,059 | |||
Debt extinguishment | $ 205,691 | |||
SMART Solution Technologies Inc [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 | |||
Maximum [Member] | Convertible Debt [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued, price per share | $ 0.0015 | |||
Common Stock [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of convertible securities share | 301,448,152 | |||
Common stock, shares authorized | 20,000,000,000 | |||
Common stock, par value | $ 0 | |||
Voting rights | Voting at 1 vote per share | |||
Stock issued for services | ||||
Conversion of convertible securities | $ 310,059 | |||
Common Stock [Member] | SMART Solution Technologies Inc [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of convertible securities share | 1,000,000,000 | |||
Shares issued, price per share | $ 0.0007 | |||
Conversion of convertible securities | $ 700,000 | |||
Warrant [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued | 437,500,000 | 645,833,333 | ||
Warrants converted | 500,000,000 | 750,000,000 | ||
Net effect on stockholders equity | $ 0 | $ 0 | ||
Convertible Preferred Stock Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Conversion of convertible securities share | 50 | 50 | ||
Dilutive securities of share-based payment arrangements | 287,500,000 | 287,500,000 | ||
Convertible Preferred Stock Class A [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock voting rights | 50 votes for each share held (287,500,000 and 287,500,000 votes | 50 votes for each share held (287,500,000 and 287,500,000 votes | ||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | ||
Preferred stock, redemption amount | $ 0 | $ 0 | ||
Convertible Preferred Stock Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Conversion of convertible securities share | 1,000 | 1,000 | ||
Dilutive securities of share-based payment arrangements | 5,299,982,000 | 5,289,982,000 | ||
Preferred stock voting rights | 1,000 votes for each share held (5,299,982,000 and 5,289,982,000 votes | 1,000 votes for each share held (5,299,982,000 and 5,289,982,000 votes | ||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | ||
Preferred stock, redemption amount | $ 0 | $ 0 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, shares issued | 5,299,982 | 5,289,982 | ||
Preferred stock, shares outstanding | 5,299,982 | 5,289,982 | ||
Preferred stock stated value | $ 0 | $ 0 | ||
Preferred stock, dividends rate | 100% | 100% | ||
Convertible Preferred Stock Class C [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Conversion of convertible securities share | 1 | 1 | ||
Dilutive securities of share-based payment arrangements | 1,000,000 | 1,000,000 | ||
Preferred stock voting rights | 100,000 votes for each share held (100,000,000,000 and 100,000,000,000 votes | 100,000 votes for each share held (100,000,000,000 and 100,000,000,000 votes | ||
Preferred stock, liquidation preference, value | $ 0 | $ 0 | ||
Preferred stock, redemption amount | $ 0 | $ 0 | ||
Preferred stock, shares authorized | 2,000,000 | 2,000,000 | ||
Preferred stock, shares issued | 1,000,000 | 1,000,000 | ||
Preferred stock, shares outstanding | 1,000,000 | 1,000,000 | ||
Preferred stock, dividends rate | 100% | |||
Preferred Class B [Member] | ||||
Class of Stock [Line Items] | ||||
Preferred stock, par value | $ 0.0001 | $ 0.0001 | ||
Preferred stock, shares authorized | 20,000,000 | 20,000,000 | ||
Preferred stock, shares issued | 5,299,982 | 5,289,982 | ||
Preferred stock, shares outstanding | 5,299,982 | 5,289,982 | ||
Stock issued for services shares | 10,000 | 650,000 | ||
Stock issued for services | $ 5,000 | $ 535,000 | ||
Shares issued, price per share | $ 0.50 | |||
Preferred stock, converted basic | Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock | Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock | ||
Net effect on stockholders equity | $ 0 | |||
Conversion of stock | 60,000,000 | |||
Stock converted | 60,000 | |||
Preferred Class B [Member] | Minimum [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued, price per share | $ 0.0008 | |||
Preferred Class B [Member] | Maximum [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issued, price per share | $ 0.0009 | |||
Series B Preferred Stock [Member] | SMART Solution Technologies Inc [Member] | ||||
Class of Stock [Line Items] | ||||
Shares issues | 1,000,000 |
Schedule of Warrants Activity (
Schedule of Warrants Activity (Details) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2023 | Dec. 31, 2022 | Dec. 31, 2021 | |
Warrants | |||
Number of Warrants, Outstanding, Balance | 2,002,113,095 | ||
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0013 | $ 0.0016 | |
Weighted Average Remaining Contractual Term (Years), Outstanding | 1 year 10 months 13 days | 2 years 4 months 17 days | |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | ||
Number of Warrants, Granted | 310,000,000 | 660,000,000 | |
Weighted Average Exercise Price, Granted | $ 0.0005 | $ 0.0011 | |
Number of Warrants, Exercised | (750,000,000) | ||
Weighted Average Exercise Price, Exercised | $ 0.0001 | ||
Number of Warrants, Cancelled/Forfeited | (618,571,428) | ||
Weighted Average Exercise Price, Cancelled/Forfeited | $ 0.00034 | ||
Number of Warrants, Outstanding, Balance | 1,293,541,667 | ||
Weighted Average Remaining Contractual Term (Years), Outstanding | 1 year 10 months 9 days | ||
Number of Warrants,Exercisable, Balance | 1,293,541,667 | ||
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0014 | ||
Weighted Average Remaining Contractual Term (Years), Exercisable | 1 year 7 months 13 days | 1 year 8 months 15 days | |
Aggregate Intrinsic Value, Exercisable | |||
Number of Warrants, Outstanding, Balance | 1,603,541,667 | 1,293,541,667 | |
Weighted Average Exercise Price, Outstanding, Balance | $ 0.0011 | $ 0.0013 | $ 0.0016 |
Aggregate Intrinsic Value, Outstanding | $ 450,000 | ||
Number of Warrants,Exercisable, Balance | 1,293,541,667 | 1,293,541,667 | |
Weighted Average Exercise Price, Exercisable, Balance | $ 0.0013 | $ 0.0014 | |
Aggregate Intrinsic Value, Exercisable |
Summary of Fair Value of Warran
Summary of Fair Value of Warrants (Details) | 12 Months Ended |
Dec. 31, 2022 $ / shares | |
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% |
Employee Compensation [Member] | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Exercise price | $ 0.001 |
Expected volatility | 375% |
Risk-free interest rate | 1.62% |
Expected term (in years) | 3 years |
Expected dividend rate | 0% |
Warrants (Details Narrative)
Warrants (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Feb. 28, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Stock options to employees | 310,000,000 | |||
Share price | $ 0.0005 | |||
Warrants granted | 195,000,000 | |||
Warrants grant period | 3 years | |||
Warrants granted for services | $ 1,000 | $ 209,713 | $ 91,127 | |
Warrants granted for services, unvested | $ 59,648 | |||
Warrant [Member] | ||||
Shares issued in conversion | 437,500,000 | 645,833,333 | ||
Warrants converted | 500,000,000 | 750,000,000 | ||
Net effect on stockholders equity | $ 0 | $ 0 | ||
Convertible Debt Issuances [Member] | ||||
Warrants granted | 165,000,000 | |||
Warrants grant period | 3 years | |||
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 | |||
Warrants grant period | 3 years | |||
Warrants granted for services | $ 209,713 |
Summary of Effective Income Tax
Summary of Effective Income Tax Rate (Details) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Tax Disclosure [Abstract] | ||
Statutory federal rate | (21.00%) | (21.00%) |
State income tax rate, net of federal benefit | (3.60%) | (3.60%) |
Permanent differences, including stock-based compensation and impairment of acquired assets | 8.60% | 8.60% |
Change in valuation allowance | 16% | 16% |
Effective tax rate | 0% | 0% |
Summary of Deferred Tax Assets
Summary of Deferred Tax Assets (Details) - USD ($) | Mar. 31, 2023 | Dec. 31, 2022 |
Income Tax Disclosure [Abstract] | ||
Tax benefit of net operating loss carry forward | $ 5,170,801 | $ 4,248,077 |
less valuation allowance | (5,170,801) | (4,248,077) |
Net deferred tax assets |
Schedule of Net Operating Loss
Schedule of Net Operating Loss Carryover Loss (Details) | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 21,019,518 |
Tax Year 2013 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 84,206 |
Expiration | 2023 |
Tax Year 2014 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 494,301 |
Expiration | 2024 |
Tax Year 2015 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 680,549 |
Expiration | 2025 |
Tax Year 2016 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 651,537 |
Expiration | 2026 |
Tax Year 2017 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 1,239,493 |
Expiration | 2027 |
Tax Year 2018 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 1,843,498 |
Expiration | Indefinite |
Tax Year 2019 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 48,201 |
Expiration | Indefinite |
Tax Year 2020 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 140,808 |
Expiration | Indefinite |
Tax Year 2021 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 9,262,185 |
Expiration | Indefinite |
Tax Year 2022 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 2,823,829 |
Expiration | Indefinite |
Tax Year 2023 [Member] | |
Operating Loss Carryforwards [Line Items] | |
Operating Loss Carryforwards | $ 3,750,911 |
Expiration | Indefinite |
Income Taxes (Details Narrative
Income Taxes (Details Narrative) - USD ($) | 3 Months Ended | ||
Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Income Tax Disclosure [Abstract] | |||
Income tax provision | $ 0 | $ 0 | |
Unused operating loss carryforwards | 21,000,000 | ||
Operating loss carryforwards valuation allowance | 5,170,801 | $ 4,248,077 | |
Valuation allowance, deferred tax asset, increase (decrease) amount | $ 922,000 |
Letters of Intent Signed for _2
Letters of Intent Signed for Acquisitions of Learning Management Systems and Training Content Providers (Details Narrative) - USD ($) | 12 Months Ended | ||||||
Mar. 29, 2023 | Feb. 28, 2023 | Feb. 27, 2023 | Feb. 03, 2023 | Jan. 17, 2023 | Jan. 13, 2023 | Dec. 31, 2021 | |
Payments acquire businesses gross | $ 150,000 | ||||||
Revenues | $ 5,000,000 | $ 8,000,000 | |||||
Earnings before interest and tax, amount | $ 800,000 | ||||||
Stock options to employees | 310,000,000 | ||||||
Share price | $ 0.0005 | ||||||
Bank loan refinancing | 1,840,435 | ||||||
Debt instrument earn out amount | $ 1 | ||||||
Long term debt | 3 years | ||||||
Homeowner Associations [Member] | |||||||
Revenues | $ 2,000,000 | ||||||
SMART Solution Technologies LP INC [Member] | |||||||
Payments acquire businesses gross | $ 139,000 | ||||||
Payments to employees | 100,000 | ||||||
Series B Preferred Stock [Member] | |||||||
Payments acquire businesses gross | 150,000 | ||||||
Share price | $ 0.001 | ||||||
Consideration cash, shares | $ 1,500,000 | ||||||
Learning Management Systems [Member] | |||||||
Acquisition description | 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 | ||||||
Smart Solutions Technologies Inc [Member] | |||||||
Acquisition description | The business was founded in 1980, generates roughly $400,000 - $500,000 in annual revenues, is EBITDA+(unaudited), 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 made $15,000 non-refundable earnest payments towards closing. There is a $5,000 non-refundable equity component added to the consideration for this transaction in the form of 5,000 Series B Preferred shares issued to extend the closing deadline to May 17, 2023. The Agreement was subsequently extended to a closing deadline of June 19, 2023 with a closing requirement of $250,000 cash, a $15,000 earn-out, and $0 in seller notes due in 2024 | ||||||
Series of Individually Immaterial Business Acquisitions [Member] | |||||||
Consideration cash | $ 500,000 | $ 400,000 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) - USD ($) | 3 Months Ended | 12 Months Ended | |||||||||||
May 19, 2023 | May 11, 2023 | May 05, 2023 | May 04, 2023 | May 03, 2023 | May 02, 2023 | May 01, 2023 | Apr. 26, 2023 | Apr. 14, 2023 | Apr. 12, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | May 10, 2023 | |
Subsequent Event [Line Items] | |||||||||||||
Payment of debt | $ 3,900 | $ 376,543 | |||||||||||
Subsequent Event [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Debt covenants to be waived | $ 1,500,000 | ||||||||||||
Credit freeze | $ 0 | ||||||||||||
Advance from third party | $ 140,000 | ||||||||||||
Advance from third party, net of fees | $ 94,000 | ||||||||||||
Subsequent Event [Member] | Kanab Corp [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Voting interest acquired | 10,000% | ||||||||||||
Subsequent Event [Member] | Common Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Restricted common shares | 25,000,000 | 25,000,000 | 25,000,000 | 33,333,334 | 33,333,333 | ||||||||
Shares issued on conversion | 25,000,000 | ||||||||||||
Subsequent Event [Member] | Chief Executive Officer [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Accrued compensation | $ 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | $ 10,000 | $ 10,000 | $ 10,000 | $ 10,000 | |||||
Subsequent Event [Member] | Purchase Order [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Proceeds from debt | $ 462,398.28 | ||||||||||||
Face amount | 500,000 | ||||||||||||
Payment of debt | $ 1,000,000 | ||||||||||||
Subsequent Event [Member] | Non Dilutive Financing [Member] | Unsecured Debt [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Face amount | 94,000 | ||||||||||||
Debt discount | 40,000 | ||||||||||||
Debt related fee | $ 6,000 | ||||||||||||
Subsequent Event [Member] | Series A Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Restricted common shares | 5,333,333 | ||||||||||||
Subsequent Event [Member] | Series B Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Restricted common shares | 166,667 | ||||||||||||
Subsequent Event [Member] | Himalaya Technologies Inc [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Warrant exercised | 100,000,000 | ||||||||||||
Proceeds from debt | $ 10,000 | ||||||||||||
Subsequent Event [Member] | Himalaya Technologies Inc [Member] | Series A Preferred Stock [Member] | |||||||||||||
Subsequent Event [Line Items] | |||||||||||||
Shares purchased | 2,000,000 |