Fomo Worldwide 10Q 2023 Q3 Quarterly report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2023

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ______________ to ______________

Commission File No. 001-13126

FOMO WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

California		83-3889101
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

831 W North Ave, Pittsburgh, PA 15233

(Address of principal executive offices)

(630) 708-0750

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common		FOMC		OTC Pink

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☐ No ☒

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files.) Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “accelerated filer”, “large accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer	☐	Accelerated Filer	☐
Non-Accelerated Filer	☐	Smaller reporting company	☒
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

There were 9,908,876,920 shares of common stock, no par value, of the Registrant issued and outstanding as of November 21, 2023.

FOMO WORLDWIDE, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED SEPTEMBER 30, 2023

TABLE OF CONTENTS

	PAGE

Part I. FINANCIAL INFORMATION:

Item 1. Financial Statements:	3

Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	4

Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	5

Condensed Consolidated Statement of Stockholders’ Deficit for Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (unaudited)	8

Notes to Condensed Consolidated Financial Statements (unaudited)	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	36

Item 3. Quantitative and Qualitative Disclosures About Market Risk	41

Item 4. Controls and Procedures	41

Part II. OTHER INFORMATION:

Item 1. Legal Proceedings	42

Item 1A. Risk Factors	42

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	42

Item 3. Defaults Upon Senior Securities	42

Item 4. Mine Safety Disclosures	42

Item 5. Other Information	42

Item 6. Exhibits	42

SIGNATURES	43

EXHIBIT INDEX

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FOMO WORLDWIDE, INC.

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets, September 30, 2023 (unaudited) and December 31, 2022	4

Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	5

Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	6

Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (unaudited)	8

Notes to Condensed Consolidated Financial Statements (unaudited)	9

FOMO WORLDWIDE, INC and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

	September 30, 2023			December 31, 2022
Assets

Current Assets
Cash	$	2,477		$	96,954
Accounts receivable - net		595,200			1,682,654
Loan receivable - related party		45,319			45,261
Inventory - net		216,627			382,457
Prepaids and other		18,267			9,458
Total Current Assets		877,890			2,216,784

Property and equipment - net		76,162			80,844
Operating lease - right-of-use asset		230,153			281,937
Intangible assets		465,539			514,476
Goodwill		350,110			350,110
Investments		542,406			140,006

Total Assets	$	2,542,260		$	3,584,157

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities
Accounts payable and accrued expenses	$	1,410,437		$	1,657,084
Accounts receivable credit facility		1,183,334			1,276,467
Operating lease liability		64,836			63,556
Deferred revenue		118,639			578,354
Warranty reserve		5,510			-
Loans payable - related parties		5,238			25,048
Convertible notes payable - net		240,000			645,006
Loans payable- other		685,521			243,692
Preferred dividend payable		248,936			171,646
Derivative liabilities		426,172			981,766
Total Current Liabilities		4,388,623			5,642,619

Long Term Liabilities
Loans payable - related parties		204,018			284,480
Convertible notes payable - related party - net		-			-
Operating lease liability		179,232			227,701
Total Long-Term Liabilities		383,250			512,181

Total Liabilities		4,771,873			6,154,800

Commitments and Contingencies (Note 10)		-			-

Stockholders’ Equity (Deficit)
Preferred stock, Class A, $0.0001 par value, 78,000,000 shares designated, 24,729,492 and 5,750,000 shares issued and outstanding, respectively		2,473			575
Preferred stock, Class B, $0.0001 par value, 20,000,000 shares designated, 6,083,316 and 5,289,982 shares issued and outstanding, respectively		608			529
Preferred stock, Class C, $0.0001 par value, 2,000,000 shares designated, 1,000,000 and 1,000,000 shares issued and outstanding, respectively		100			100
Preferred stock value		100			100
Common stock, no par value, 20,000,000,000 shares authorized 9,908,876,920 and 8,620,188,088 shares issued and outstanding, respectively		9,429,968			9,023,334
Additional paid-in capital		13,120,791			12,503,100
Accumulated deficit		(24,783,553	)		(24,098,281	)
Total Stockholders’ Equity (Deficit)		(2,229,613	)		(2,570,643	)

Total Liabilities and Stockholders’ Equity (Deficit)	$	2,542,260		$	3,584,157

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

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	2023			2022			2023			2022
	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2023			2022			2023			2022
Sales - net	$	608,627		$	955,433		$	2,060,282		$	4,436,352

Cost of sales		479,423			885,337			1,568,678			4,074,424

Gross profit		129,204			70,096			491,604			361,928

General and administrative expenses		261,110			364,490			1,222,641			2,045,799

Loss from operations		(131,906	)		(294,394	)		(731,037	)		(1,683,871	)

Other income (expense)
Interest expense		(61,101	)		(116,989	)		(547,263	)		(364,161	)
Amortization of debt discount		-			(166,906	)		(31,200	)		(519,598	)
Change in fair value of derivative liabilities		381,332			176,907			(122,640	)		160,082
Derivative expense		-			-			-			(194,887	)
Gain on debt extinguishment (derivative liabilities – convertible debt)		110,654			125,698			858,580			226,391
Loss on debt extinguishment		(7,511	)		14,484			(409,805	)		(199,103	)
Change in fair value of marketable equity securities		-			(67,330	)		375,383			(646,237	)
Total other expense - net		423,374			(34,136	)		123,055			(1,537,513	)
Net income (loss)	$	291,468		$	(328,530	)	$	(607,982	)	$	(3,221,384	)

Preferred stock dividends		(28,299	)		(47,834	)		(77,290	)		(140,726	)

Net loss available to common shareholders		263,169			(376,364	)		(685,272	)		(3,362,110	)

Loss per share - basic and diluted	$	0.00		$	(0.00	)	$	(0.00	)	$	(0.00	)

Weighted average number of shares - basic and diluted		9,508,302,560			8,105,085,037			9,075,956,200			8,163,793,255

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

FOMO WORLDWIDE, INC and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2023

(Unaudited)


	Preferred Stock - Class A				Preferred Stock - Class B				Preferred Stock - Class C				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’ Equity
			Amount		Shares		Amount		Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
December 31, 2022		5,750,000	$	575		5,289,982	$	529		1,000,000	$	100		8,620,188,088	$	9,023,334	$	12,503,100	$	(24,098,281	)	$	(2,570,643	)

Issuance of stock for services						10,000		1										999		-			1,000

Warrants issued for services - related party																		32,309					32,309

Preferred dividends																				(21,131	)		(21,131	)

Net loss		-		-		-		-		-		-		-		-		-		(3,789,102	)		(3,789,102	)

March 31, 2023		5,750,000	$	575		5,299,982	$	530		1,000,000	$	100		8,620,188,088	$	9,023,334	$	12,536,408	$	(27,908,514	)	$	(6,347,567	)

Issuance of Series B preferred stock for services						100,000		10										49,990					50,000

Conversion of Accrued Salary to Series A Preferred shares		3,333,333		333														66,334					66,667

Conversion of Accrued Salary to Series B Prefereed shares						333,334		33										149,967					150,000

Conversion of accrued salary to common stock														254,166,667		25,750							25,750

Conversion of Related Party Loan to Common Shares														50,000,000		50,000							50,000

Conversion of convertible debt and accrued interest to common stock		-		-		-		-		-		-		422,711,666		211,356		-		-			211,356

Conversion of convertible debt to Series A Preferred Stock		15,646,159		1,565		-		-		-		-		-		-		233,127		-			234,692

Preferred dividends																				(27,860	)		(27,860	)

Net Loss																				2,889,652			2,889,652

June 30. 2023		24,729,492	$	2,473		5,733,316	$	573		1,000,000	$	100		9,347,066,421	$	9,310,440	$	13,035,826	$	(25,046,722	)	$	(2,697,310	)

Issuance of Series B preferred stock for services						275,000		28										77,472					77,500

Conversion of Accrued Salary to Series B Prefereed shares						75,000		7										7,493					7,500

Conversion of accrued salary to common stock														92,916,666		25,750							25,750

Conversion of convertible debt and accrued interest to common stock		-		-		-		-		-		-		468,893,833		93,778		-		-			93,778

Preferred dividends																				(28,299	)		(28,299	)

Net Loss																				291,468			291,468

September 30, 2023		24,729,492	$	2,473		6,083,316	$	608		1,000,000	$	100		9,908,876,920	$	9,429,968	$	13,120,791	$	(24,783,553	)	$	(2,229,613	)

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

FOMO WORLDWIDE, INC and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

For the Nine Months Ended September 30, 2022

(Unaudited)

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

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

Issuance of stock in cashless exercise of warrants		-		-		-			-			-		-		437,500,000		-		-		-			-

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

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

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

Conversion of Series B preferred stock into common stock		-		-		(60,000	)		(6	)		-		-		60,000,000		-		6		-			-

Warrants issued for services		-		-		-			-			-		-		-		-		209,713		-			209,713

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

Reclassification of financial instruments that ceased to be derivative liabilities (warrants)		-		-		-			-			-		-		-		-		325,000		-			325,000

Preferred stock dividends		-		-		-			-			-		-		-		-		-		(45,059	)		(45,059	)

Net loss		-		-		-			-			-		-		-		-		-		(1,825,808	)		(1,825,808	)

March 31, 2022		5,750,000		575		6,839,982			684			1,000,000		100		7,976,879,909		8,941,835		13,085,477		(22,116,012	)		(87,341	)

Issuance of stock in cashless exercise of warrants		-		-		-			-			-		-		208,333,333		-		-		-			-

Conversion of Series B preferred stock into common stock						(250,000	)		(25	)						250,000,000		25							-

Reclassification of financial instruments that ceased to be derivative liabilities (warrants)		-		-		-			-			-		-		-		-		100,000		-			100,000

Preferred stock dividends		-		-		-			-			-		-		-		-		-		(47,833	)		(47,833	)

Net loss		-		-		-			-			-		-		-		-		-		(1,067,046	)		(1,067,046	)

June 30, 2022		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,230,891	)	$	(1,102,220	)
Balance		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,230,891	)	$	(1,102,220	)


Preferred stock dividends		-		-		-			-			-		-		-		-		-		(47,834	)		(47,834	)

Net loss		-		-		-			-			-		-		-		-		-		(328,530	)		(328,530	)

September 30, 2022		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,607,255	)	$	(1,478,584	)
Balance		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,607,255	)	$	(1,478,584	)

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

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statements of Cash Flows

(Unaudited)

	2023			2022
	Ended September 30,
	2023			2022
Operating activities
Net loss	$	(607,982	)	$	(3,221,384	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation		128,500			535,000
Warrants issued for services		-			209,713
Warrants issued for service - related party		32,309			13,981
Amortization of debt discount		31,200			519,598
Amortization of operating lease - right-of-use asset		51,784			46,030
Depreciation and amortization expense		53,619			4,216
Change in fair value of derivative liabilities		122,640			(160,082	)
Bad debt expense		-			-
Gain on debt extinguishment		(858,580	)		(226,391	)
Loss on debt extinguishment		409,805			199,103
Derivative expense		-			194,887
Change in fair value of marketable equity securities		(375,383	)		646,237

Changes in operating assets and liabilities
(Increase) decrease in
Accounts receivable		1,087,454			(634,578	)
Prepaids and other		(8,809	)		(53,534	)
Inventory		165,830			(1,529,074	)
Increase (decrease) in
Accounts payable and accrued expenses		(96,819	)		982,538
Deferred revenue		(459,715	)		1,654,133
Warranty Reserve		5,510
Operating lease liability		(47,189	)		(38,622	)
Net cash used in operating activities		(365,826	)		(858,229	)

Investing activities
Cash acquired in acquisition of Smart Solutions Technologies, Inc.		-			223,457
Purchase of property and equipment		-			(4,408	)
Proceeds from sales of securities - net of purchases		-			(41,781	)
Repayment - loan receivable - related party		-			13,825
Advance - loan receivable - related party		(27,075	)		(101,152	)
Net cash provided by investing activities		(27,075	)		89,941
Financing investing
Proceeds from loans payable		939,856			266,000
Proceeds from loans payable - related party		40,091			-
Proceeds from issuance of convertible notes		-			378,750
Proceeds from issuance of convertible note - related party		-			195,000
Repayment of loans payable		(498,026	)		(133,016	)
Repayments of notes payable - government - SBA		-			(150,000	)
Repayments of loans payable - related parties		(90,363	)		(233,914	)
Repayment of notes payable		-			(647,528	)
Proceeds from draw downs on accounts receivable credit facility		1,976,026			4,184,344
Repayment on accounts receivable credit facility		(2,069,160	)		(3,042,024	)
Net cash provided by financing activities		298,424			817,612

Net increase (decrease) in cash		(94,477	)		49,324

Cash - beginning of period		96,954			94,224

Cash - end of period	$	2,477		$	143,548

Supplemental disclosure of cash flow information
Cash paid for interest	$	475,938		$	76,638
Cash paid for income tax	$	-		$	-

Supplemental disclosure of non-cash investing and financing activities
Issuance of Preferred B shares to acquire businesses	$	-		$	700,000
Debt discount recorded in connection with derivative liability	$	-		$	66,851
Issuance of Series A preferred shares in conversion of debt and accrued interest		234,692
Issuance of common shares in conversion of debt and accrued interest	$	211,356		$	166,850
Conversion of Class B preferred stock into common stock	$	-		$	31
Conversion of Related Party Loan to Common Shares	$	50,000		$	-
Conversion of Accrued salary to common stock	$	51,500		$	-
Conversion of Accrued Salary to Series A Preferred shares		66,667
Conversion of Accrued Salary to Series B Preferred shares		157,500
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants)	$	-		$	425,000
Preferred stock dividends	$	77,290		$	-
Common stock issued for debt	$	-		$	-
Right-of-use asset obtained in exchange for new operating lease liability					345,229

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

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 1 - Organization and Nature of Operations

Organization and Nature of Operations

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

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

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

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

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

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

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

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

The parent (FOMO WORLDWIDE, INC.) and subsidiaries are organized as follows:

Schedule of Parent and Subsidiaries

Company Name	Incorporation Date		State of Incorporation
FOMO WORLDWIDE, INC. (“FOMO” or the “Company”)	1990		California

SMARTSolution Technologies, Inc. (“SST”)	1995	1	Pennsylvania

Energy Intelligence Center LLC (“EIC”)	2021	2	Wyoming

Diamond Technology Solutions, LLC	2023	3	Wyoming

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

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

SMARTSolution Technologies LP and SMARTSolution Technologies, Inc. (together “SST”)

On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies LP 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 shares of its authorized but unissued Series B Preferred Shares;
	●	paid approximately $927,600 of SST’s indebtedness to the Seller and third parties;
	●	entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as SST’s Chief Executive Officer at an annual salary of $100,000; and
	●	as an incentive to retain SST’s other employees, issued to such employees, a total of 300,000,000 three-year common stock purchase warrants (the “Incentive Warrants”), each entitling the holder to purchase one share of SST common stock at an exercise price of $0.001 per share (subsequently reduced to $0.0005).

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 experienced a significant increase in orders and sales in 2022 due to a backlog in orders. In 2023 sales have dropped back to more historical levels.

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

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

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

See note 9.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

In the opinion of the Company’s management, the accompanying unaudited condensed 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 September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period.

These unaudited condensed 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.

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 nine months ended September 30, 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.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Fair Value of Financial Instruments

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 September 30, 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.

Assets and liabilities measured at fair value at September 30, 2023 and December 31, 2022 are as follows:

Schedule of Fair Value of Assets and Liabilities

	September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	6		477,400	$	65,000	$	542,406
Total Assets	$	6	$	477,400	$	65,000	$	542,406

Liabilities
Derivative liabilities	$	-		-	$	426,172	$	426,172
Total	$	-	$	-	$	426,172	$	426,172

	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 2 investments in the preferred stock of a publicly traded company, whose values are derived as if converted from the public company’s common stock. .The Company also holds Level 3 investments in the common stock of a private company.

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

Accounts Receivable

Allowance for doubtful accounts at September 30, 2023 and December 31, 2022, was $15,587 and $19,587, respectively. For the nine months ended September 30, 2023 and 2022, the Company recorded bad debt expense of $5,053 and $0, respectively.

The Company had the following concentrations at September 30, 2023 and December 31, 2022, respectively. All concentrations relate solely to the operations of SST.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Schedule of Concentration of Risk Percentage

	Nine Months Ended			Year Ended
Customer	September 30, 2023			December 31, 2022
A		20	%		22	%
B		19	%		16	%
C		16	%		-	%
Total		55	%		38	%

Inventory

At September 30, 2023 and December 31, 2022 inventory consisted of:

Schedule of Inventory

Classification	September 30, 2023		December 31, 2022
Smart Boards	$	216,525	$	382,355
Clean Technology		102		102
Total Inventory	$	216,627	$	382,457

The Company had the following vendor purchase concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST.

Schedule of Vendor Purchase Concentrations Percentage

	Nine Months Ended September 30,
Customer	2023			2022
A		65	%		91	%
Total		65	%		91	%

Revenue Recognition

The following represents the Company’s disaggregation of revenues for the three months and nine months ended September 30, 2023 and 2022:

Schedule of Disaggregation of Revenue

	Three Months Ended September 30,											Nine Months Ended September 30,
	2023					2022						2023					2022
Revenue	Revenue		% of Revenues			Revenue			% of Revenues			Revenue		% of Revenues			Revenue		% of Revenues
Smart boards and installation	$	520,893		86	%	$	892,748			93	%	$	1,749,815		85	%	$	4,084,290		92	%
Installation Services		87,734		14	%		63,295			7	%		310,467		15	%		328,493		7	%
Clean Technology products		-		-	%		(610	)		-	%		-		-	%		23,569		1	%
Total Revenues	$	608,627		100	%	$	955,433			100	%	$	2,060,282		100	%	$	4,436,352		100	%

The Company had the following sales concentrations at September 30, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Schedule of Sales Concentration Percentage

	Nine Months Ended September 30,
Customer	2023			2022
A		12	%		14	%
Total		12	%		14	%

Advertising Costs

The Company recognized $10,148 and $35,530 in marketing and advertising costs during the nine months ended June 30, 2023 and 2022.

Basic and Diluted Earnings (Loss) per Share

The following potentially dilutive equity securities outstanding as of September 30, 2023 were as follows:

Schedule of Anti Dilutive Securities Outstanding

	September 30,2023
Series A, preferred stock (1)		1,236,474,600
Series B, preferred stock (2)		6,083,316,000
Series C, preferred stock (3)		1,000,000
Convertible notes and related accrued interest (4)		4,580,066,667
Warrants (5)		1,836,799,483
Total		13,737,656,760

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

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

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

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

5 -	Represents those that are vested and exercisable.

Based on the potential common stock equivalents noted above at September 30, 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) to settle all potential exercises of common stock equivalents. Accordingly, the Company has filed for a 1-100 reverse split of its common shares, which management expects will address this potential deficiency.

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.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

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 nine months ended September 30, 2023, the Company had:

●	Net loss of $607,982; and
●	Net cash used in operations was $365,826

Additionally, at September 30, 2023, the Company had:

●	Accumulated deficit of $24,783,553
●	Stockholders’ deficit of $2,229,613; and
●	Working capital deficit of $3,510,733

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $2,477 at September 30, 2023. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near term. These losses could be significant as product and service sales ramp up along with continuing expenses related to compensation, professional fees, development and regulatory are incurred.

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

SEPTEMBER 30, 2023

UNAUDITED

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 2024.

Effective September 1, 2022, the Company increased our available loan to Himalaya of $50,000 to $100,000 to fund its operations. On or around that date we waived all defaults on the loan and extended the maturity of the loan to December 31, 2023.

On April 12, 2023, the Company exercised 100,000,000 warrants issued by HMLA to purchase 2,000,000 Series A Preferred shares of HMLA’s stock that convert 1-50 into HMLA common stock and vote on an as converted basis. For the purchase, the Company used $10,000 consideration of its credit line made available to HMLA in cash funding since June 28, 2021 and maturing December 31, 2023.

On May 10, 2023, the Company purchased 100% of KANAB CORP. from Himalaya for partial forgiveness of monies loaned to the business on June 28, 2021 and as amended on November 9, 2021 and September 1, 2022. The transaction was subsequently unwound on June 15, 2023 thereby returning 100% of KANAB CORP. To Himalaya. The loan reduction remained and HMLA issued 100,000 Series B Preferred stock for the return of Kanab Club.

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		31,555
Repayments		(4,480	)
Acquisition of KANAB CORP.		(17,017	)
Exercise of warrant for Preferred A Shares		(10,000	)
Balance – September 30, 2023	$	45,319
Loan receivable - related party ending balance	$	45,319

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 5 – Property and Equipment

Property and equipment consisted of the following:

Schedule of Property and Equipment

							Estimated
	September 30, 2023			December 31, 2022			Useful Lives (Years)

Leasehold Improvements	$	178,278		$	178,278			15-39
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		(184,896	)		(180,214	)
Total property and equipment - net	$	76,162		$	80,844

Depreciation expense for the three months ended September 30, 2023 and 2022, was $1,560 and $1902, respectively.

Depreciation expense for the nine months ended September 30, 2023 and 2022, was $4,682 and $5,372, respectively.

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

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

See Note 9.

Note 6 – Investments

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

During the year ended December 31, 2019, the Company issued 400,000 shares of preferred class B stock in exchange for 210,000,000 shares of Peer-to-Peer Inc (PTOP). The shares were valued at the market price of $0.0023 per share, or $483,000, at the acquisition date. The shares are valued at the market prices at December 31, 2022 of $0.00020 per share, for a total investment of $42,000. On June 12, 2023, the Company sold its 210,000,000 common shares of PTOP to Himalaya for 1,680,000 Series A Preferred shares of Himalaya stock. The shares are convertible into 84,000,000 shares of our common stock (1-50 conversion ratio).

During the year ended December 31, 2019, the Company received 1,000,000 shares of KANAB CORP. for consulting services provided by the Company’s CEO, Vikram Grover. The shares were valued at $0.0122 per share or $12,220 at the acquisition date. On July 31, 2021, the Company transferred the shares to Himalaya Technologies Inc (HMLA) for 150,000 shares of the preferred B stock in HMLA. The Company valued the investment of HMLA and the carrying value of KANAB CORP. at the time the shares were exchanged as HMLA is a related party as it has common officers and control. On June 28, 2021, FOMO Advisors LLC was also granted 50,000,000 warrants with a five-year expiration and $.0001 exercise price of Himalaya Technologies Inc (HMLA). During the nine months ended September 30, 2023, the Company exercised 100,000,000 warrants to purchase 2,000,000 Series A Preferred shares of HMLA. For the purchase, the Company used $10,000 consideration of its credit line made available to HMLA in cash funding since June 28, 2021 and maturing December 31, 2023.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

The warrants were initially valued at zero due to their illiquid nature and subsequently measured at their fair value. The shares of series A and 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. The warrants were converted in June 2023.

The total Series A and Series B Preferred shares of Himalaya were valued at $202,400 and $275,000, respectively, at June 30, 2023 on an as-converted basis.

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

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

The following is a summary of the Company’s investments at September 30, 2023 and December 31, 2022.

Schedule of Investments

September 30, 2023
Securities Held		Acquisition Date		Shares Held		Price per Share		Value of Securities

Securities	Stock, options, and warrants		Various		Various		Various	$	6	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock		2021		250,000	$	0.08		275,000	2,5
	Series A, preferred stock		2023		3,680,000		0.06		202,400	3,4
GenBio Inc.	Private company		2021 and 2022		50,000	$	1.00		65,000	6
								$	542,406

1 -

all investments are held at our third-party independent broker.

2 -

during 2021, the Company exchanged 1,000,000 shares of KANAB CORP. for 150,000 shares of Series B, preferred stock in HMLA. During 2021, a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. The Company’s CEO is also the CEO of HMLA.

The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model.

3 -

In April 2023, the company exercised HMLA warrants for 2,000,000 shares of Series A stock in HMLA

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

4 -	In June 2023, the company sold its shares in PTOP to HMLA in exchange for 1,680,000 series A preferred stock in HMLA
5 -	In May 2023, the company sold Kanab Club back to HMLA in exchange for 100,000 series B preferred shares in HMLA
6 -	based on cost method.

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

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

1 -	all investments are held at our third-party independent broker.
2 -	during 2021, the Company exchanged 1,000,000 shares of KANAB CORP. for 150,000 shares of Series B, preferred stock in HMLA. During 2021, a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. The Company’s CEO is also the CEO of HMLA.
3 -	based upon the quoted closing trading price.
4 -	based on cost method.

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

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 September 30, 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 - December 2023

September 2022

October 2022 - January 2023

Interest Rate

Default Interest Rate

Collateral

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

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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	)
		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

Proceeds from issuance of notes		-			-		-		-
Repayment of notes		-			-		-		-
Conversion of debt to preferred stock		(335,000	)		-		-		(335,000	)
Conversion of debt to common stock		(101,206	)		-		-		(101,206	)
		240,000			-		-		240,000
Less: unamortized debt discount		-			-		-		-
Balance – September 30, 2023	$	240,000		$	-	$	-	$	240,000

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

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

During the nine months ended September 30, 2023, third-party lender GS Capital converted $436,206 of principal, interest and penalties into 891,605,499 shares of common stock. This resulted in a loss on debt extinguishment of $409,805.

During the nine months ended September 30, 2022, third-party lenders converted $104,367 of principal, interest and penalties into 301,448,152 shares of common stock. This resulted in a loss on debt extinguishment of $205,691.

On April 19, 2022, the Company modified the terms of a loan it had with GS Capital for $325,000. The note retained all terms of the initial debt agreement, however, the maturity date was extended from April 19, 2022 to October 19, 2022. The note, along with accrued interest of $16,206, resulted in the issuance of a new convertible note for $341,206. On May 30, 2023, this note was further extended to a maturity date of December 31, 2023, with all other terms unchanged.

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
Balance - December 31, 2022	$	284,480		$	5,168		$	19,880		$	309,528
Advances		37,000			-			3,090			40,090
Repayments		(117,462	)		-			(12,900	)		(130,362	)
Conversion		-			-			(10,000	)		(10,000	)
Balance – September 30, 2023	$	204,018		$	5,168		$	70		$	209,256
Short term Portion of Balance	$	-		$	5,168		$	70		$	5,238
Long term Portion of Balance	$	204,018		$	-		$	-		$	204,018

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

1 -	reflects activity related to the Company’s former Chief Executive Officer of SST.
2 -	reflects activity related to the Company’s former Chief Executive Officer of EIC.
3 -	reflects activity related to the Company’s current Chief Executive Officer of FOMO.

Loan Payable – Other

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

Schedule of Loan Payable Other

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

Balance, December 31, 2022	$	243,692		$	-		$	-		$	-		$	-		$	-		$	243,692
Borrowings		-			140,000			228,800			149,990			140,000			281,066			939,856
Repayments		(121,788	)		(63,864	)		(54,480	)		(20,991	)		(29,333	)		(207,571	)		(498,027	)
Balance, September 30, 2023	$	121,904		$	76,136		$	174,320		$	128,999		$	110,667		$	73,495		$	685,521

At September 30, 2023, the Company was in default on its debt arrangements with four providers of MCAs that funded against expected shipments from its primary vendor SMART Technologies, who subsequently reduced our credit line for equipment from $1,000,000 to $350,000. The Company is working with these third parties on a reduced payment basis and analyzing proposals from new capital providers to refinance the positions.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 (subject to adjustment by the lender). The financing provides for advances up to $1,000,000, based upon 85% of eligible accounts receivable (as defined in the agreement) and subject to adjustment at the discretion of the lender. The amount was increased on June 21, 2022 to a total availability of $1,500,000.

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

The lender charges the following fees:

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

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

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

At December 31, 2022, the Company is in default on the financial covenants noted above, however, the lender has not exercised its rights of default. The Company and the lender continue to operate under the terms of the agreement without disruption.

The Company and its subsidiaries are guarantors of this Agreement.

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		1,276,467
Balance - December 31, 2022		1,276,467
Proceeds from drawdowns		1,976,026
Repayments		(2,069,159	)

Balance – September 30, 2023	$	1,183,334

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 8 – Derivative Liabilities

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

	Nine Months Ended			Year Ended
	September 30, 2023			December 31, 2022

Exercise price	$	0.00006 - $0.01		$	0.0001 - $0.01
Expected volatility		282% - 521	%		196% - 377	%
Risk-free interest rate		5.55	%		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 September 30 30, 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

Fair value - commitment date		300,137			61,600			361,737
Fair value - mark to market adjustment		404,695			(238,813	)		165,882
Gain on debt extinguishment (derivative liabilities - convertible debt)		(226,391	)		-			(226,391	)
Reclassification to APIC for financial instruments that ceased to be derivative liabilities		-			(425,000	)		(425,000	)
Derivative liabilities – December 31, 2022		808,736			173,030			981,766
Fair value - commitment date		-			-			-
Fair value - mark to market adjustment		3,466,013			(10,607	)		3,455,406
Derivative liabilities – March 31, 2023		4,274,750			162,423			4,437,173
Fair value - mark to market adjustment		(2,930,214	)		(21,221	)		(2,951,435	)
Gain on debt extinguishment (derivative liabilities - convertible debt)		(567,580	)		-			(567,580	)
Derivative liabilities – June 30, 2023		776,956			141,202			918,158
Derivative liabilities		776,956			141,202			918,158
Fair value - mark to market adjustment		(286,795	)		(94,537	)		(381,332	)
Gain on debt extinguishment (derivative liabilities - convertible debt)		(110,654	)		-			(110,654	)

Derivative liabilities – September 30, 2023		379,507			46,665			426,172
Derivative liabilities		379,507			46,665			426,172

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 9 – Acquisition and Pro Forma Financial Information

Acquisitions for the Nine Months Ended September 30, 2022

On February 28, 2022, the Company issued 1,000,000 shares of Class B, convertible preferred stock (convertible into 1,000,000,000 shares of common stock) having a fair value of $700,000 ($0.0007/share), based upon the quoted closing trading price on the acquisition date, in exchange for 100% of the issued and outstanding member ownership interests held by SST, in a transaction treated as a business combination. With the acquisition, the Company entered the audio-visual systems integration business that designs and builds presentation, teleconferencing and collaborative systems for businesses, education, and nonprofits.

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

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

The acquisition of SST was reflected in the accompanying consolidated financial statements at March 31, 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 CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 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 was paid as a broker fee. This amount has been included in the consolidated statements of operations as a component of general and administrative expenses. There were no other additional transaction costs incurred.

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

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

Goodwill is not deductible for tax purposes.

The estimated future amortization of the acquired supplier relationships and trade name are as follows at September 30, 2023:

Schedule of Future Amortization of Acquired Supplier Relationships and Trade Name


2023	$	16,313
2024		65,250
2025		65,250
2026		34,123
2027		28,000
Thereafter		256,602
Intangible assets- net	$	465,538

The following summarizes the intangible assets at September 30, 2023 and December 31, 2022:

Schedule of Intangible Assets

	September 30, 2023			December 31, 2022			Useful Life
Supplier relationships	$	149,000		$	149,000		4 years
Trade name		420,000			420,000		15 years
Intangible assets gross		569,000			569,000
Accumulated amortization		(103,461	)		(54,524	)
Intangible assets net	$	465,539		$	514,476

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

Element 1: Total Dollar Value: $45,480

	1.	In March of 2022, Mitchell Schwartz issued a cash loan to FOMO WORLDWIDE in the amount of $185,000 with a Success Fee of $10,000 for a total repayment of $195,000; non-amortized.
	2.	Mr. Schwartz received a single payment of $50,000 from SST for partial repayment of this loan.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

	3.	In exchange for the remainder of Insider Loan, ($145,000) Mr. Schwartz agreed to take assignment of a $100,000 Real Estate Loan, made by SST to an affiliate. This note included the repayment to Mr. Schwartz of the $10,000 Success Fee and monthly interest of $1,250 which matured Feb. 28, 2022. Total value of this note now issued to Mr. Schwartz and no longer associated with FOMO was $118,750
	4.	The remaining balance of the Insider Loan, equal to *$26,250* ($145,000 - $118,750)
	5.	This agreement retained Mr. Schwartz residual salary through Feb. 2023, equal to *$19,230*

Element 2: Total Dollar Value: $139,000

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

Element 3: Total Dollar Value: $100,000

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

Summary:

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

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) years at $7,000 per month. There are no stated renewal terms. There were no other ROU leases in effect prior to the acquisition of SST.

At September 30, 2022, the Company has no financing leases as defined in ASC 842, “Leases.”

The tables below present information regarding the Company’s operating lease assets and liabilities at September 30, 2023:

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Schedule of Operating Lease Assets and Liabilities

	September 30, 2023
Assets

Operating lease - right-of-use asset - non-current	$	230,153

Liabilities

Operating lease liability	$	244,068

Weighted-average remaining lease term (years)		3.34

Weighted-average discount rate		8	%

The components of lease expense were as follows:

Operating lease costs

Amortization of right-of-use operating lease asset	$	51,784
Lease liability expense in connection with obligation repayment		14,812
Total operating lease costs	$	66,596

Supplemental cash flow information related to operating leases was as follows:

Operating cash outflows from operating lease (obligation payment)	$	47,189

Future minimum lease payments required under leases that have initial or remaining non-cancelable lease terms in excess of one year at September 30, 2023:

Schedule of Future Minimum Lease Payments


2023 (6 Months)	$	7,000
2024		84,000
2025		84,000
2026		84,000
2027		7,000
Total undiscounted cash flows		266,000
Less: amount representing interest		(21,932	)
Present value of operating lease liability		244,068
Less: current portion of operating lease liability		(64,836	)
Long-term operating lease liability	$	179,232

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 11– Stockholders’ Deficit

At September 30, 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 shares of common stock (1,236,474,600 and 287,500,000 equivalent shares of common stock, at September 30, 2023 and December 31, 2022, respectively)
	-	Voting – on an as-converted basis – 50 votes for each share held (1,236,474,600 and 287,500,000 votes, at September 30, 2023 and December 31, 2022, respectively)
	-	Dividends – $0.0035 per share per annum accrued whether or not declared by the Board of Directors
	-	Liquidation preference – none
	-	Rights of redemption – none

Class B, Convertible Preferred Stock

	-	20,000,000 shares authorized
	-	6,083,316, and 5,289,982 shares designated, issued and outstanding at September 30, 2023 and December 31, 2022, respectively
	-	Stated value – none
	-	Par value - $0.0001
	-	Conversion – each share of Class B converts into 1,000 shares of common stock (6,083,316,000 and 5,289,982,000 equivalent shares of common stock, at September 30, 2023 and December 31, 2022, respectively)
	-	Voting – on an as-converted basis – 1,000 votes for each share held (6,083,316,000 and 5,289,982,000 votes, at September 30, 2023 and December 31, 2022, respectively)
	-	Dividends – 1% per share per annum accrued whether or not declared by the Board of Directors
	-	Liquidation preference – none
	-	Rights of redemption – none

Class C, Convertible Preferred Stock

	-	2,000,000 shares authorized
	-	1,000,000 and 1,000,000 shares designated, issued and outstanding at September 30, 2023 and December 31, 2022, respectively
	-	Stated value – none
	-	Par value - $0.0001
	-	Conversion – each share of Class C converts into 1 share of common stock (1,000,000 and 1,000,000 equivalent shares of common stock, at September 30, 2023 and December 31, 2022, respectively)
	-	Voting – on an as-converted basis – 100,000 votes for each share held (100,000,000,000 and 100,000,000,000 votes, at September 30, 2023 and December 31, 2022, respectively)
	-	Dividends – 1% per share per annum accrued whether or not declared by the Board of Directors
	-	Liquidation preference – none
	-	Rights of redemption – none

Common Stock

	-	20,000,000,000 shares authorized
	-	No par value
	-	Voting at 1 vote per share

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Equity Transactions for the Nine Months Ended September 30, 2023

Stock Issued for Services – Common Stock

During the nine months ended September 30, 2023, the Company issued 347,083,333 common shares for $51,500 of accrued compensation owed to its CEO Vikram Grover and 50,000,000 common shares, valued at $50,000, for $10,000 of monies loaned to the Company by its CEO Vikram Grover.

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

During the nine months ended September 30, 2023, the Company issued 891,605,499 shares of common stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $104,671, having a fair value of $305,134, based upon the quoted closing trading price on the date of conversion/extinguishment.

During the nine months ended September 30, 2023, the Company issued 15,646,159 shares of Series A Preferred stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $335,000, having a fair value of $234,692, based upon the quoted closing trading price on the date of conversion/extinguishment.

Stock Issued for Services – Class A, Preferred Stock

During the nine months ended September 30, 2023, the Company issued 3,333,333 Series A Preferred shares for $10,000 of accrued compensation owed to its CEO Vikram Grover.

Stock Issued for Services – Class B, Preferred Stock

During the nine months ended September 30, 2023, the Company also issued 408,334 Series B Preferred shares to its CEO Vikram Grover for $123,250 of accrued compensation. Further, the Company also issued 385,000 Series B Preferred shares to employees for services of $128,500. Additionally, the Company issued 1,000 shares of Series B Preferred stock for a consultant.

Equity Transactions for the Nine Months Ended September 30, 2022

Stock Issued for Cashless Exercise of Warrants

The Company issued 645,833,333 shares of common stock in exchange for the cashless exercise of 750,000,000 warrants. The net effect on stockholders’ equity was $0.

Stock Issued for Services – Class B, Preferred Stock

The Company issued 650,000 shares of Class B, preferred stock for services rendered, having a fair value of $535,000 ($0.0008 - $0.0009/share), based upon the quoted closing trading price of the Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Acquisition of SST

On February 28, 2022, the Company issued 1,000,000 shares of Series B preferred stock (1,000,000,000 as converted common stock) having a fair value of $700,000 ($0.0007/share), based upon the quoted closing trading price on the acquisition date, in exchange for 100% of the issued and outstanding member ownership interests held by SST, in a transaction treated as a business combination.

See Note 9.

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

The Company issued 301,448,152 shares of common stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $104,368, having a fair value of $310,059 ($0.0007 - $0.0015/share), based upon the quoted closing trading price on the date of conversion/extinguishment. As a result of the debt conversion, the Company recognized a loss on debt extinguishment of $205,691.

Conversion of Class B Preferred Stock to Common Stock

The Company issued 310,000,000 shares of common stock in connection with the conversion of 310,000 shares of Class B preferred stock. The transaction had a net effect of $0 on stockholders’ deficit.

Note 12 – Warrants

Warrant activity for the nine months ended September 30, 2023 and the year ended December 31, 2022 are summarized as follows:

Schedule of Warrants Activity

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
Warrants	Number of Warrants			Exercise Price		Contractual Term (Years)		Intrinsic 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		1,143,541,667		$	0.0014		1.71	$	-
Granted		200,000,000		$	0.0005		-		-
Exercised		-			-		-		-
Cancelled/Forfeited		(679,285,714	)	$	0.0010		-		-
Outstanding – September 30, 2023		2,046,799,483		$	0.0006		2.10	$	-
Exercisable – September 30, 2023		1,836,799,483		$	0.0006		2.06	$	-

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Warrant Transactions for the Nine Months Ended September 30, 2023

On February 28, 2023, the Company issued 300,000,000 incentive stock options to employees of its wholly owned subsidiary SMARTSolution Technologies L P with a strike price of .0005 and a three-year expiration. The options expire at close of business on March 1, 2026 and do not vest unless each employee is employed by SST on or after March 1, 2024.

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, three-year (3) warrants. These warrants have an exercise price of $0.0001 - $0.0012. See Note 7 for derivative liabilities and related mark to market accounting.

Employee Compensation

Concurrent with the acquisition of SST, the Company granted 300,000,000, three-year (3) warrants to employees of SST for services rendered.

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

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, three-year (3) warrants for services rendered.

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

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

Cashless Exercise of Warrants

The Company issued 645,833,333 shares of common stock in connection with cashless exercises of 750,000,000 warrants. The net effect on stockholders’ equity was $0.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 13 – Income Taxes

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

Based on available information, management believes it is more likely than not that any potential net deferred tax assets as of September 30, 2023 and December 31, 2022 may not be fully realizable.

Due to recurring losses, the Company’s tax provisions for the nine months ended September 30, 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	%

At September 30, 2023 and December 31, 2022, the Company’s deferred tax assets were as follows:

Summary of Deferred Tax Assets

	September 30, 2023			December 31, 2022
Tax benefit of net operating loss carry forward	$	4,366,059		$	4,248,077
less valuation allowance		(4,366,059	)		(4,248,077	)
Net deferred tax assets	$	-		$	-

As of September 30, 2023 the Company had unused net operating loss carry forwards of approximately $18.0 million available to reduce future federal taxable income. Net operating loss carry-forwards expire through fiscal years beginning in 2023 and extending to indefinite. Internal Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carry-forwards after a change in control (generally a greater than 50% change in ownership).

The Company’s ability to offset future taxable income, if any, with tax net operating loss carry-forwards 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 carry-forward, as the realization of any future benefits from these assets is uncertain.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

The Company’s valuation allowance at September 30, 2023 and December 31, 2022 was $4,388,284 and $4,248,077, respectively. The change in the valuation allowance during the nine months ended September 30, 2023 was an increase of approximately $140,000.

Net Operating Loss Carry-Forwards

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		479,599	Indefinite
	$	17,748,206

Note 14 – Letters of Intent Signed for Potential Acquisitions

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

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 million annual revenues and $800,000 annual EBITDA in 2022 (unaudited). The target’s customers include K12 schools, police departments, fire departments, and municipalities in the state of Florida. There are no assurances FOMO will be able to complete the transaction based on planned due diligence or required financing. The transaction expired on June 30, 2023 and is under review by both Buyer and Seller for renewal by us or our affiliate Himalaya Technologies, Inc.

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 million (unaudited), is profitable, and has backlog of over $2 million with homeowner associations (HOAs), municipalities, and enterprise customers including K12 schools, transportation hubs, and other. Consideration is $500,000 cash, $1.5 million in Series B Preferred stock (valued using a common stock price of $0.001), refinancing or rollover of SBC loans of $1,840,435, and an earn-out of up to $1.0 million over three years (terms to be negotiated). The transaction expired on June 30, 2023 and is under review by both Buyer and Seller for renewal by us or our affiliate Himalaya Technologies, Inc.

On or around August 7, 2023, we signed a letter of intent for a purchase order (“PO”) financing agreement with Gateway Trade Funding for up to $1,000,000 of order financing per annum. The financing did not close.

On or around August 14, 2023, we finalized a purchase order (“PO”) financing agreement with Aurous Financial Srvcs LLC to provide financing for up to $20 million per transaction. Aurous simultaneously entered into an intercreditor agreement with our asset backed lender Thermo Credit LLC and with our primary vendor SMART Technologies leading to fulfillment of backlog of orders since August 2023.

Note 15 – Corporate Actions

On July 24, 2023, the Company mailed a Form 14C notifying investors of our intent to reverse split our common stock by a ratio of 1-100, redomicile the Corporation to the State of Wyoming, and change our name to FOMO WORLDWIDE, INC. Earlier, on May 1, 2023, the Board of Directors of the Company, 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 or similar adjustment to conversion ratios of preferred stock into common stock. The above actions are not yet approved by FINRA.

Note 16 – Subsequent Events

Stock Issued for Services – Class A, Preferred Stock

Subsequent to the nine months ended September 30, 2023, the Company issued 200,000 Series A Preferred shares for $1,000 of accrued compensation owed to its CEO Vikram Grover.

Stock Issued for Services – Class B, Preferred Stock

Subsequent to the nine months ended September 30, 2023, the Company also issued 119,500 Series B Preferred shares to its CEO Vikram Grover for $11,950 of accrued compensation.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

References in this Quarterly Report on Form 10-Q to “the Company,” “FOMO,” “us,” “we,” “our,” and similar terms refer to FOMO WORLDWIDE, INC. and its subsidiaries.

Cautionary Note Regarding Forward- Looking Statements

The statements contained in this Quarterly Report on Form 10-Q that are not historical facts are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 (the “Securities Act”) and Section 21E of the Securities Exchange Act of 1934 (the “Exchange Act”). These forward-looking statements are identified as any statement that does not relate strictly to historical or current facts. Statements using words such as “may,” “could,” “should,” “expect,” “plan,” “project,” “strategy,” “forecast,” “intend,” “anticipate,” “believe,” “estimate,” “predict,” “potential,” “pursue,” “target,” “continue,” or similar expressions help identify forward-looking statements.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are largely based on our expectations, which reflect estimates and assumptions made by our management. These estimates and assumptions reflect our best judgment based on currently known market conditions and other factors. Although we believe such estimates and assumptions to be reasonable, they are inherently uncertain and involve a number of risks and uncertainties that are beyond our control. In addition, management’s assumptions about future events may prove to be inaccurate. Management cautions all readers that the forward-looking statements contained in this Quarterly Report on Form 10-Q are not guarantees of future performance, and management cannot assure any reader that such statements will be realized, or the forward-looking events and circumstances will in fact occur. The Company’s actual results may differ materially from those anticipated, estimated, projected, or expected by management.

All forward-looking statements speak only as of the date of this Quarterly Report on Form 10-Q. We do not intend to publicly update or revise any forward-looking statements as a result of new information, future events or otherwise.

Company Overview

General

Acquisition of IAQ Technologies LLC

On October 19, 2020, the Company acquired 100% of the membership interests of Purge Virus, LLC. We subsequently changed the name of the company to IAQ Technologies LLC (“IAQ”).

The assets if the busness were subsequently merged into our Energy Intelligence Center LLC subsidiary.

Acquisitions of Independence LED Lighting LLC and Energy Intelligence Center LLC

On February 12, 2021, the Company purchased the assets of Independence LED Lighting LLC (“iLED”).

On March 7, 2021, the Company purchased the assets of Energy Intelligence Center LLC (“EIC of PA”), an affiliate of iLED.

Following the acquisitions of the assets of ILED and EIC, the Company combined the assets and businesses of iLED and EIC PA into a newly formed wholly- owned subsidiary, Energy Intelligence Center, LLC (“EIC Wyoming”).

Acquisitions of SMARTSolution Technologies LP and SMARTSolution Technologies, Inc.

On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies LP 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 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.

Costs and Resources

FOMO WORLDWIDE, INC. is currently pursuing additional funding resources that will potentially enable it to maintain its current and planned operations through the next 12 months. The Company anticipates that it will need to raise additional capital in order to sustain and grow its operations over the next few years. To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements, the Company will seek additional funds through equity or debt financing, collaborative, or other arrangements with corporate partners, licensees, or others, and from other sources, which may have the effect of diluting the holdings of existing shareholders. As of September 30, 2023, the Company had no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders or creditors will provide any portion of the Company’s future financing requirements. No assurance can be given that additional financing will be available when needed or that such financing will be available on terms acceptable to the Company. If adequate funds are not available, the Company may be required to delay or terminate expenditures for certain of its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

Critical Accounting Policies

See Note 2 to the Consolidated Financial Statements included in Item 1 of this Quarterly Report.

Results of Operations

Nine months ended September 30, 2023 as compared to nine months ended September 30, 2022

Sales. During the nine months ended September 30, 2023 and 2022, the Company had $2,060,282 and $4,436,352 in sales, respectively. The decrease from 2022 to 2023 was $2,376,070 (54%).

Cost of Sales. During the nine months ended September 30, 2023 and 2022, the Company incurred $1,568,678 and $4,074,424 in cost of sales, respectively. The decrease from 2022 to 2023 was $2,505,746 (61%). Cost of sales include product sales and payroll.

Gross Profit. Gross profit expressed as a percentage of sales for the nine months ended September 30, 2023 was 24%, which was an increase from 8% for the nine months ended September 30, 2022.

General and Administrative Expenses. During the nine months ended September 30, 2023 and 2022, the Company incurred general and administrative expenses of $1,222,641 and $2,045,799, respectively, consisting primarily of salaries and professional fees. The decrease from the 2022 quarter to the 2023 quarter was $823,158(40%). The decrease primarily relates to a decrease in shares and warrants issued for services in 2023.

Other Income (Expense). For the nine months ended September 30, 2023 and 2022, the Company reflected other income (expense) – net of $123,055 and $(1,537,513), respectively. The decrease from the prior period was $(1,660,568) (108%), primarily related to the change in valuation of derivative liabilities.

For the nine months ended September 30, 2023, other income (expenses) consisted of interest expense of $547,263, loss on debt extinguishment of $409,805, amortization of debt discount of $31,200 and change in fair value of derivative liabilities of $122,640 , offset by a gain on the change in fair value of derivative liabilities of $375,383 and a gain on debt extinguishment of $858,580.

For the nine months ended September 30, 2022, other income (expenses) consisted of interest expense of $364,161, loss on debt extinguishment of $199,103, derivative expense of $194,887, amortization of debt discount of $519,598 and change in fair value of marketable equity securities of $646,237 , offset by a gain on the change in fair value of derivative liabilities of $160,082 and a gain on debt extinguishment of $226,391.

Net Loss. For the nine months ended September 30, 2023, the Company incurred a net loss of $(607,982).

For the nine months ended September 30, 2022, the Company incurred a net loss of $(3,221,384).

The decrease in net loss from the 2022 quarter to the 2023 quarter was a result in the decrease in other expenses related to the remeasurement of derivative liabilities, offset by a decline in shares and warrants issued for services in 2023.

Three months ended September 30, 2023 as compared to three months ended September 30, 2022

Sales. During the three months ended September 30, 2023 and 2022, the Company had $608,627 and $955,433 in sales, respectively. The decrease from the 2022 quarter to the 2023 quarter was $346,806 (36%).

Cost of Sales. During the three months ended September 30, 2023 and 2022, the Company incurred $479,423 and $885,337 in cost of sales, respectively. The decrease from the 2022 quarter to the 2023 quarter was $405,914 (46%). Cost of sales include product sales and payroll.

Gross Profit. Gross profit expressed as a percentage of sales for the three months ended September 30, 2023 was 21%, which was an increase from 7% for the three months ended September 30, 2022.

General and Administrative Expenses. During the three months ended September 30, 2023 and 2022, the Company incurred general and administrative expenses of $261,110 and $364,490, respectively, consisting primarily of salaries and professional fees. The decrease from the 2022 quarter to the 2023 quarter was $103,380 (28%). The decrease primarily relates to a decrease in shares and warrants issued for services in 2023 and a correction to interest expense.

Other Income (Expense). For the three months ended September 30, 2023 and 2022, the Company reflected other income (expense) – net of $423,374 and $(34,136), respectively. The decrease from the prior period was $(457,510) (1,340%), primarily related to the change in valuation of derivative liabilities.

For the three months ended September 30, 2023, other income (expenses) consisted of interest expense of $61,101 and a loss on debt extinguishment of $7,511, offset by a gain on the change in fair value of derivative liabilities of $381,332 and a gain on debt extinguishment of $110,654.

For the three months ended September 30, 2022, other income (expenses) consisted of interest expense of $116,989, loss on debt extinguishment of $67,330, amortization of debt discount of $166,906, offset by a gain on the change in fair value of derivative liabilities of $176,907 and a gain on debt extinguishment of $125,698.

Net Loss. For the three months ended September 30, 2023, the Company generated net income of $291,468.

For the three months ended September 30, 2022, the Company incurred a net loss of $(328,530).

Going Concern

Management has assessed its ability to continue to operate as a going concern and concluded that the unaudited consolidated financial statements in this report on Form 10-Q have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the unaudited consolidated financial statements, these conditions raise substantial doubt from the Company’s ability to continue as a going concern. The Company’s plans in regard to these matters are also described in the notes to the Company’s unaudited consolidated financial statements. The unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

As reflected in the accompanying consolidated financial statements, for the nine months ended September 30, 2023, the Company had:

●	an operating loss of $131,906; and
●	net cash used in operations of $365,826.

Additionally, at September 30, 2023, the Company had:

●	an accumulated deficit of $24,783,553;
●	stockholders’ deficit of $2,229,613; and
●	a working capital deficit of $3,510,733.

Liquidity and Capital Resources

Cash Flows

Operating Activities

For the nine months ended September 30, 2023 and 2022, the Company reflected net cash used in operating activities of $365,826 and $858,229, respectively, a decrease of $492,403 (57%). Operating activities primarily consist of a net loss of $607,982, offset by non-cash net expenses of $448,586, and increases in accounts receivable and inventory, offset by decreases in accounts payable, deferred revenue and operating lease liability.

Investing Activities

For the nine months ended September 30, 2023 and 2022, the Company reflected net cash provided by investing activities of $(27,075) and $89,941; primarily repayments of related party loans.

Financing Activities

For the nine months ended September 30, 2023 and 2022, the Company reflected net cash provided by financing activities of $298,424 and $817,612, respectively, a decrease of $519,188 (64%). Financing activities primarily consisted of proceeds and repayments from debt, drawdown on the accounts receivable credit facility and proceeds from the issuance of common stock and Class A preferred stock.

During the nine months ended September 30 2023, the Company received $441,829 net of borrowed funds from non-related parties through MCA loans and PO Financing, $(93,133) net in an asset backed loan against the accounts receivable of SST.

During the nine months ended September 30, 2022, the Company received $378,750 of borrowed funds from non-related parties through the sale of convertible notes payable, $1,142,320 in an asset backed loan against the accounts receivable of SST and $195,000 loan from a related party (CEO of SST). The Company also repaid $647,528 in non-related party loans, $233,914 in related party loans, $150,000 in an SBA loan and $133,016 in the asset backed loan.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $2,477 at September 30, 2023. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could be significant as product and service sales ramp up along with continuing expenses related to compensation, professional fees, development and regulatory are incurred.

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended June 30, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

Management’s strategic plans include the following:

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

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

Contractual Obligations and Commitments

The Company had a material change in contractual obligations related to its right-of-use operating lease, which was acquired in March 2022. There were no commitments at December 31, 2022 as disclosed in the Annual Report on Form 10-K for the year ended December 31, 2022.

Delinquent Loans

At September 30, 2023, the Company was in default on its debt arrangements with four providers of merchant cash advances (“MCAs”) that funded against expected shipments from its primary vendor SMART Technologies, who subsequently reduced our credit line for equipment from $1,000,000 to $350,000. The Company is working with these third parties on a reduced payment basis and analyzing proposals from new capital providers to refinance the positions. The Company is also in default on the covenants of its secured asset backed credit line funded by Thermo Credit LLC, though the lender is amicable and not enforcing its rights.

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Under the PCAOB standards, a control deficiency exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in internal control over financial reporting that is less severe than a material weakness, yet important enough to merit the attention by those responsible for oversight of the company’s financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.

Under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive, financial and accounting officer), we conducted an evaluation of our disclosure controls and procedures, as such term is defined under Rule 13a-15(e) and Rule 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Our management has determined that, as of September, 2023, the Company’s disclosure controls are not effective for the reasons set forth in our Annual Report on Form 10-K for the year ended December 31, 2022, including the following:

● The Company lacks segregation of duties similar to other companies our size

We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report on Form 10-Q, our President and Chief Financial Officer performed an evaluation of the effectiveness of and the operation of our disclosure controls and procedures as defined in Rule 13a-15(e) or Rule 15d-15(e) under the Exchange Act. Based on that evaluation, our President and Chief Financial Officer concluded that as of the end of the period covered by this report on Form 10-Q, our disclosure controls and procedures are not effective in timely alerting them to material information relating to FOMO WORLDWIDE, INC. required to be included in our Exchange Act filings.

Limitations on the Effectiveness of Controls

The effectiveness of any system of internal control over financial reporting, including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended September 30, 2023 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

FOMO, its wholly owned subsidiary SST, our CEO Vikram Grover, and our 10-99 consultant SVP Finance Mary Kirk have been served with a civil lawsuit by a former employee seeking $483,000 or more in unpaid commissions, damages, interest and penalties. We have calculated a significantly lower audited calculated amount and intend to defend ourselves vigorously.

Additionally, two providers of merchant cash advances have filed complaints in Utah and New York Courts demanding $171,343.35 and $147,186.68, respectively, for breach of contract, plus potential penalties and fees. We are currently reviewing the matters with counsel and in direct communication with the complainant.

Item 1A. Risk Factors.

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item

31.1*		Section 302 Sarbanes-Oxley Act Certification

32.1*		Section 906 Sarbanes-Oxley Act Certification

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

*	Filed herein.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	FOMO WORLDWIDE, INC.

Date: November 21, 2023	/s/ Vikram Grover
	Vikram Grover, President
	(Principal Executive. Financial and Accounting Officer)

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Fomo Worldwide (IGOT) 10-Q2023 Q3 Quarterly report

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