FOMO WORLDWIDE, INC. - Annual Report: 2022 (Form 10-K)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒	ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2022

☐	TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _____________ to _____________

Commission file number 001-13126

FOMO WORLDWIDE, INC.

(Exact name of small business issuer as specified in its charter)

California		83-3889101
(State or other jurisdiction of incorporation)		(IRS Employer Identification No.)

831 W North Ave., Pittsburgh, PA 15233

(Address of principal executive offices) (Zip Code)

(630) 708-0750

(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:

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

Indicate by check mark if registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

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 and post 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 definition of “large accelerated filer,” “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 ☒

The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year 2021, was $5,988,248.

As of April 14, 2023 there were 8,620,188,088 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

		Page

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	6
Item 1B.	Unresolved Staff Comments	6
Item 2.	Properties	6
Item 3.	Legal Proceedings	6
Item 4.	Mine Safety Disclosures	6

PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities	7
Item 6.	Selected Financial Data	7
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	7
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	11
Item 8.	Financial Statements and Supplementary Data	11
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	12
Item 9A (T).	Controls and Procedures	12
Item 9B.	Other Information	13

PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	14
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	15
Item 13.	Certain Relationships and Related Transactions	15
Item 14.	Principal Accountant Fees and Services	15

PART IV
Item 15.	Exhibits; Financial Statement Schedules	15
Item 16.	Form 10-K Summary	17

SIGNATURES		18

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

The information contained in this Annual Report on Form 10-K includes some statements that are not purely historical and that are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and as such, may involve risks and uncertainties. These forward-looking statements relate to, among other things, expectations of the business environment in which we operate, perceived opportunities in the market and statements regarding our mission and vision. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. You can generally identify forward-looking statements as statements containing the words “anticipates, believes, continue, could, estimates, expects, intends, may, might, plans, possible, potential, predicts, projects, seeks, should, will, would” and similar expressions, or the negatives of such terms, but the absence of these words does not mean that a statement is not forward-looking.

Forward-looking statements involve risks and uncertainties that could cause actual results or outcomes to differ materially from those expressed in the forward-looking statements. The forward-looking statements contained herein are based on various assumptions, many of which are based, in turn, upon further assumptions. Our expectations, beliefs and forward-looking statements are expressed in good faith based on management’s views and assumptions as of the time the statements were made, but there can be no assurance that management’s expectations, beliefs, or projections will result or be achieved or accomplished.

In addition to other factors and matters discussed elsewhere herein, the following are important factors that, in our view, could cause actual results to differ materially from those discussed in the forward-looking statements: technological advances, impact of competition, dependence on key personnel and the need to attract new management, effectiveness of cost and marketing efforts, acceptances of products, ability to expand markets and the availability of capital or other funding on terms satisfactory to us. We disclaim any obligation to update forward-looking statements to reflect events or circumstances after the date hereof.

As used in this Annual Report on Form 10-K (the “Annual Report”), the terms “FOMO,” “the Company,” “we,” “us” and “our” refer to FOMO WORLDWIDE, INC. and its subsidiaries.

PART I

Item 1. Description of Business.

Company Background

From 2014 through 2019, the Company, which was then known as “2050 Motors, Inc.” was seeking to import, market and sell in the United States, Puerto Rico, the U.S. Territories and Peru, the “e-Go” lightweight carbon fiber all-electric vehicle and electric light truck which was to be manufactured by Jiangsu Aoxin New Energy Automobile Co., Ltd. (“Aoxin Automobile”) located in the People’s Republic of China (the “PRC”). Although the Company had entered into a definitive agreement with Aoxin Automobile, due to export restrictions imposed by the PRC, as well as tariffs imposed by the United States as a result of its trade dispute with China, the Company encountered substantial delays and was unable to commercially launch the vehicles in the U.S. Accordingly, in May 2019, the Company discontinued its planned electric vehicle business and instead focused its efforts on exploring investment opportunities which management believed offered better potential to generate revenues and create shareholder value.

Acquisition of IAQ Technologies LLC

On October 19, 2020, the Company acquired 100% of the membership interests of Purge Virus, LLC in exchange for the issuance of 2,000,000 Series B Preferred Shares valued at $800,000 to its member. We subsequently changed the name of the company to IAQ Technologies LLC (“IAQ”). IAQ, which is based in Philadelphia, PA, is engaged in the marketing and sale of disinfection products and services to businesses, including hotels, hospitals, cruise ships, offices, and government facilities, as well as to individuals. Products and services marketed by IAQ include:

	●	Ultraviolet-C in-duct and portable devices;
	●	Hybrid disinfection devices with UVC, carbon filtration and HEPA filtration;
	●	Hybrid disinfection devices with UVC and Photo Plasma;
	●	Bio-polar ionization disinfection for virus and Volatile Organic Compound disinfection; and
	●	PPE (personal protective equipment) ranging from masks to gloves with factory-direct supply side logistics.

IAQ markets and sells its disinfection products and services through two in-house sales managers.

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”), later rebranded as IAQ Technologies, LLC, in exchange for the issuance of 250,000 Series B Preferred Shares valued at $3.3 million iLED, is in the sale of clean air products intended for use in disinfecting and improving air quality.

On March 7, 2021, the Company purchased the assets of Energy Intelligence Center LLC (“EIC of PA”), an affiliate of iLED, in exchange for the issuance of 125,000 Series B Preferred Shares valued at $1,479,121. EIC is engaged in the commercialization, marketing and licensing of software designed to work in conjunction with a commercial building’s HVAC system to clean the air that circulates within the building.

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”).

The managing member of IAQ, iLED and EIC stayed on following the acquisitions to run their businesses. However, in July 2021, the former managing member stepped down and assumed a consulting role and a new chief executive officer was hired to run the businesses of IAQ and EIC Wyoming. Such individual resigned from his position on March 2, 2022 and we have appointed an interim chief executive officer.

Operating results for IAQ since its acquisition have not met expectations, Accordingly, the interim chief executive is in the process of reorganizing IAQ. Accordingly, we determined that IAQ’s value was impaired at December 31, 2021.

In addition, the software developer responsible for completing development and implementation of EIC Wyoming left the company and has refused to assist us with completing the software and transitioning the work to other individuals. Accordingly, we are now in the process of identifying another person or entity to take over and complete development of the software. As a result of this delay, we determined that EIC Wyoming’s value was impaired was impaired at December 31, 2021.

Acquisitions of SMARTSolution Technologies L.P. and SMARTSolution Technologies, Inc.

On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies L.P. and shares of SMARTSolution Technologies, Inc. (collectively “SST”) pursuant to a Securities Purchase Agreement dated February 28, 2022 (the “SPA”), by and between the Company and Mitchell Schwartz (“Seller”), the beneficial owner of the general and limited partnership interests in SST. SST is a Pittsburgh, Pennsylvania–based audio/visual systems integration company that designs and builds presentation, teleconferencing and collaborative systems for businesses, educational institutions, and other nonprofit organizations.

Pursuant to the SPA, FOMO:

	●	issued to Seller 1,000,000 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.

SST has been engaged in the education technology and services business for over 25 years. SST markets its systems to and installs the systems in elementary, middle and high schools, as well as colleges, universities, and other commercial facilities. A current focus of SST’s business is the sale and installation of interactive smartboards to elementary, middle and high schools. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms and teachers via personal computers, laptops, tablets, and similar devices. SST currently markets its systems primarily in Pennsylvania and Ohio, is in the process of expanding into the Alabama and Michigan markets and plan to expand further throughout the United States as opportunities present itself.

As a result of the growth in remote learning, as a result of the COVID-19 pandemic and otherwise, SST is currently experiencing a significant increase in orders and sales and a growth in backlog. Since the closing of the acquisition, FOMO Worldwide, Inc. has secured approximately $600,000 in debt and convertible debt financing to support SST’s fulfillment of additional orders and reduction of its backlog.

The interactive smartboards which form the key element of SST’s interactive systems are supplied by a single supplier in Canada, which is a subsidiary of a large multi-national company. SST believes that its relationship with its supplier is excellent, although there can be no assurance that if the relationship with the supplier was interrupted or otherwise adversely affected that an alternative source of supply at commercially reasonable cost would be available or that SST’s business would not be seriously harmed.

SST markets its systems and services through a lead sales manager who has contacts with school boards in Pennsylvania and Ohio. SST also works with former elected government officials that have contacts with school boards in Alabama and Michigan.

The primary competitor of SST in the Pennsylvania and Ohio regions is a Philadelphia-based entity which also markets and sells interactive whiteboards. SST believes that it competes effectively based on its contacts and relationships with its existing and potential customers. However, there can be no assurance given that SST additional competitors with greater financial and other resources will not enter SST’s market or that SST will be able to successfully compete as it enters new geographic markets.

SST currently employs 11 people, including 4 in administration, 1 in sales and 6 in installation. As a result of its growing backlog, SST is currently seeking to expand its installation and sales staff.

Series B Preferred Shares

Each Series B Preferred Share issued in connection with the above acquisitions entitles the holder to a preferred cumulative annual dividend of $0.01 per share, when, as and if declared by FOMO’s board of directors as out of funds legally available therefore, each Series B Preferred Share is convertible at the option of the holder into 1,000 shares of the Company’s common stock for an aggregate of 1,000,000 shares of common stock, subject to adjustment for stock splits, stock dividends and similar transactions. The Series B Preferred Shares have a liquidation preference of $0.0001 per share and vote on all matters presented to stockholders for a vote on an “as converted” basis together with our common stock as a single class, except as required by law.

Corporate Information

We were incorporated in the State of California in 2007. Our principal executive offices are located at 831 W North Ave., Pittsburgh, PA 15233 and our telephone number is (630) 708-0750. Our website is www.fomoworldwide.com. Information contained on, or that can be accessed through, our website is not incorporated by reference into this Annual Report.

Item 1A. Risk Factors.

Not applicable to smaller reporting companies

Item 1B. Unresolved Staff Comments.

None.

Item 2. Properties.

The Company currently leases property in its wholly owned subsidiary SMARTSolution Technologies at 831 West North Ave, Pittsburgh, PA 15233. The property lease is between SMARTSolution Technologies LP and GraMax LLC, which is wholly owned by SST’s Founder and Brand Ambassador, Mitchell Schwartz. On closing of the SST acquisitions on February 28, 2022, the initial lease term was five (5) years with an annual lease of $84,000.

Item 3. Legal Proceedings.

None.

Item 4. Mine Safety Disclosures.

None.

PART II

Item 5. Market for Registrant’s Common Equity Related Stockholder Matters and Issuer Purchases of Equity Securities.

Market Information

Our shares of common stock are quoted on the OTC Pink tier of the over-the-counter market operated by OTC Markets Group Inc. under the symbol “FOMC”. Such market is extremely limited. We can provide no assurance that our shares of common stock will be continued to be traded on the OTC Pink or another exchange, or if traded, that the current public market will be sustainable.

Holders of Record

As of the date of this Annual Report, there were approximately 197 holders of record of our common stock, as reported by the Company’s transfer agent. In computing the number of holders of record, each broker-dealer and clearing corporation holding shares on behalf of its customers is counted as a single shareholder and accordingly, the Company believes that the number of beneficial owners of its common stock is significantly higher.

Dividends

We have never declared or paid any cash dividends on our common stock, nor do we anticipate paying any in the foreseeable future. Furthermore, we expect to retain any future earnings to finance our operations and expansion. The payment of cash dividends in the future will be at the discretion of our Board of Directors.

Securities Authorized for Issuance under Equity Compensation Plans

None.

Recent Sales of Unregistered Securities

None.

Item 6. [Reserved]

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation

This Annual Report contains forward-looking statements. Our actual results could differ materially from those set forth because of general economic conditions and changes in the assumptions used in making such forward-looking statements. The following discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements and accompanying notes and the other financial information appearing elsewhere in this Annual Report. See “Cautionary Note Regarding Forward Looking Statements” above.

Results of Operations

Year ended December 31, 2022 as compared to year ended December 31, 2021

Revenues. During the year ended December 31, 2022, the Company had operating revenues of $7,515,451, as compared to operating revenues of $657,136 for the year ended December 31, 2021. The increase from the 2021 quarter to the 2022 quarter was $6,858,405 (1,044%). Sales for 2022 included SST’s operations (acquired on February 28, 2022), which resulted in the majority of the increase from the 2021.

Cost of Revenues. During the year ended December 31, 2022, cost of revenues was $6,467,990, as compared to cost or revenues of $539,308 for the year ended December 31, 2021. The increase from 2021 to 2022 was $5,928,682 (1,099%). Cost of sales primarily include product sales and payroll. Cost of sales for 2022 included SST’s operations (acquired on February 28, 2022), which resulted in the majority of the increase from the 2021.

Gross Profit. Gross profit for the year ended December 31, 2022 was $1,047,551 as compared to gross profit of $117,828 for the year ended December 31, 2021. Gross profit expressed as a percentage of sales for 2022 was 14%, as compared to 18% for 2021. During 2022, the Company included the gross profit of SST (acquired on February 28, 2022).

Operating Expenses. During the year ended December 31, 2022, the Company incurred operating expenses of $2,651,769 consisting primarily of payroll, professional and consulting fees. Of the operating expense, $981,594 consists of non-cash expenses, such as depreciation and amortization and shares and warrants issued for services. During the year ended December 31, 2021, the Company incurred operating expenses of $11,340,784 consisting primarily of consulting fees, travel expenses, general and administrative costs, bad debt expense, loss on impairment and amortization of debt discount.

Other Income (Expenses). During the year ended December 31, 2022, the Company incurred other income (expense) $(2,077,272) consisting of interest expense, amortization of debt discounts, loss on investments, debt settlement, loan forgiveness, loss on debt conversions, derivative liability expense and derivative expense. During the year ended December 31, 2021, the Company incurred other income (expense) $(1,359,544) consisting of interest expense, loss on investments, debt settlement, loan forgiveness, loss on debt conversions, derivative liability gain and derivative expense.

Net Losses. As a result of the above, the Company incurred a net loss of $3,681,490, for the year ended December 31, 2022, as compared to a net loss of $12,582,500 for the year ended December 31, 2021.

Our Auditors Have Issued a Going Concern Opinion

The Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue as a going concern as of December 31, 2022. The consolidated financial statements in this report on Form 10-K have been prepared assuming that the Company will continue as a going concern. As discussed in the notes to the 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 consolidated financial statements. The 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.

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 year ended December 31, 2022, the Company had:

●	a net loss of $3,681,490; and
●	net cash used in operations of $1,249,499.

Additionally, at December 31, 2022, the Company had:

●	an accumulated deficit of $24,098,281;
●	stockholders’ deficit of $2,570,643; and
●	a working capital deficit of $3,425,835.

Liquidity and Capital Resources at December 31, 2022

Operating Activities

For the years ended December 31, 2022 and 2021, the Company reflected net cash used in operating activities of $1,249,499 and $885,503, respectively, an increase of $363,996 (41%). Operating activities primarily consist of a net loss of $3,681,490, offset by non-cash net expenses of $2,553,560, and increases in accounts receivable, inventory, and prepaid expenses, offset by an increase in accounts payable and decrease in deferred revenues.

Investing Activities

For the year ended December 31, 2022 and 2021, the Company reflected net cash provided by (used in) investing activities of $185,739 and ($1,086,232); primarily consisting of cash acquired in acquisition of SST and purchases of securities - net of proceeds from sales of securities.

Financing Activities

For the year ended December 31, 2022 and 2021, the Company reflected net cash provided by financing activities of $1,066,490 and $2,053,890, respectively, a decrease of $987,400 (48%). Financing activities primarily consisted of proceeds and repayments from debt, proceeds and related drawdown on the accounts receivable credit facility and proceeds from the issuance of common stock and Class A preferred stock.

During the year ended December 31, 2022, the Company received net proceeds of $378,750 of borrowed funds from non-related parties through the sale of convertible notes payable, $7,296,906 in an asset backed loan against the accounts receivable of SST offset by repayments of $5,993,439 and $195,000 loan from a related party (CEO of SST). The Company also executed a loan for $638,060 and repaid $199,368. The Company repaid an SBA loan for $150,000, loans payable – related parties for $229,891 and notes payable for $647,528.

In addition, during this period the Company issued 301,448,152 shares of common stock to lenders for conversions of $104,368 of principal and interest related to third-party debt. The Company issued 650,000 shares of series 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.

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $99,954 at December 31, 2022. 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.

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. 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 which would increase our capital requirements and a possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

Summary of Significant Accounting Policies

See Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report.

Off-balance Sheet Arrangements

None.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

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

Item 8. Financial Statements and Supplementary Data

Our audited consolidated financial statements are set forth below.

FOMO WORLDWIDE, INC. and Subsidiaries

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

Reports of Independent Registered Public Accounting Firm Urish Popeck & Co., LLC (Firm ID:1013)	F-2

Reports of Independent Registered Public Accounting Firm Assurance Dimensions, Inc. (Firm ID:5036)	F-3

Consolidated Balance Sheets, December 31, 2022 and 2021	F-4

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021	F-5

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2022 and 2021	F-6

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021	F-7

Notes to Consolidated Financial Statements December 31, 2022 and 2021	F-8

F-1

Report of Independent Registered Public Accounting Firm

To the Stockholders and Board of Directors

FOMO Worldwide, Inc.

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheet of FOMO Worldwide, Inc. (the “Company”) as of December 31, 2022, the related consolidated statement of operations, changes in stockholders’ deficit, and cash flows for the year ended December 31, 2022, and the related notes (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2022, and the results of its operations and its cash flows for each of the year ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency at December 31, 2022. These conditions raise substantial doubt about its ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audit provides a reasonable basis for our opinion.

/s/ Urish Popeck & Co., LLC

We have served as the Company’s auditor since 2023.

Pittsburgh, PA

April 14, 2023

F-2

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of FOMO Corp.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheet of FOMO Corp (the Company) as of December 31, 2021 and the related consolidated statements of operations, stockholders’ deficit and cash flows for the year ended December 31, 2021, and the related notes (collectively referred to as the consolidated financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2021 and the results of its operations and its cash flows for the year ended December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph- Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has suffered recurring losses for the year ended December 31, 2021. The Company had a net loss of $12,582,500, accumulated deficit of $20,245,145, net cash used in operating activities of $885,503 and had negative working capital of $1,075,690. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 3. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters to be communicated, are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments.

Valuation and impairment of intangible assets

Description of the Matter

During the year ended December 31, 2021, the Company recorded intangible assets including goodwill, trade name and website from two acquisitions which occurred during the year. The fair values recorded were based on independent valuations obtained by the Company. As discussed in Note 2 to the consolidated financial statements, intangible assets including goodwill are tested for impairment on an annual basis, or more frequently if the Company believes indicators of impairment exist. The Company measured the fair value of these intangible assets based on projected cash flows and combined with other qualitative factors the Company determined the intangible assets to be fully impaired as of December 31, 2021.

Auditing the Company’s annual impairment test related to these intangible assets was complex due to the estimation uncertainty in determining their fair values. The significant assumptions used to estimate the fair value of these intangible assets included forecasted sales and discount rates. These assumptions are forward-looking which can vary significantly and depend on market forces and events outside of the Company’s control.

How We Addressed the Matter in Our Audit

To test the estimated fair value of these intangible assets, our audit procedures included, among others, evaluating the valuation methodology used, the significant assumptions discussed above, and the underlying data used by the Company. Such data includes historical sales and projections. We reviewed the assumptions and data provided by management and concluded that the impairment recorded was reasonable.

/s/ Assurance Dimensions

We have served as the Company’s auditor since 2022.

Margate, Florida April 28, 2022

F-3

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Balance Sheets

	As of			As of
	December 31, 2022			December 31, 2021
Assets

Current assets
Cash	$	96,954		$	94,224
Accounts receivable, net		1,682,654			36,790
Loan to related party		45,261			53,732
Inventory, net		382,457			8,114
Prepaid expense		9,458			223
Total current assets		2,216,784			193,083

Property and equipment - net		80,844			-
Operating lease - right-of-use asset		281,937			-
Intangible assets- net		514,476			-
Goodwill		350,110			-
Investments		140,006			765,463

Total assets	$	3,584,157		$	958,546

Liabilities and stockholders’ deficit

Liabilities

Current liabilities
Accounts payable	$	1,657,084		$	40,117
Accounts receivable credit facility		1,276,467			-
Operating lease liability		63,556			-
Unearned revenue		578,354			11,100
Loan payable related party		25,048			22,714
Convertible loans payable due to non-related parties, net		645,006			89,305
Loans payable- other		243,692			-
Preferred stock dividend payable		171,646			-
Derivative liabilities		981,766			1,105,537
Total current liabilities		5,642,619			1,268,773

Long-term liabilities
Loan payable related party		284,480			-
Operating lease liability		227,701			-
Total current liabilities		512,181			-

Total liabilities	$	6,154,800		$	1,268,773

Commitments and Contingencies (Note 10)		-			-

Stockholders’ deficit
Preferred stock Class A; $0.0001 par value authorized: 78,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 5,750,000 and 5,750,000 at December 31, 2022 and 2021, respectively		575			575
Preferred stock Class B; $0.0001 par value authorized: 20,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 5,289,982 and 5,249,982 at December 31, 2022 and 2021, respectively		529			525
Preferred stock Class C; $0.0001 par value authorized: 2,000,000 shares at December 31, 2022 and 2021, respectively: and issued and outstanding 1,000,000 and 1,000,000 at December 31, 2022 and 2021, respectively		100			100
Preferred Stock Value		-			-
Common stock; no par value authorized: 20,000,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 8,620,188,088 and 7,177,931,757 at December 31, 2022 and 2021, respectively		9,023,334			8,631,776
Additional paid-in-capital		12,503,100			11,301,942
Accumulated deficit		(24,098,281	)		(20,245,145	)
Total stockholders’ deficit		(2,570,643	)		(310,227	)

Total liabilities and stockholders’ deficit	$	3,584,157		$	958,546

The accompanying notes are an integral part of these financial statements

F-4

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statement of Operations

	2022			2021
	For the Year Ended December 31,
	2022			2021

Operating revenue	$	7,515,541		$	657,136

Cost of revenue		6,467,990			539,308

Gross profit		1,047,551			117,828

Operating expenses:
Loss on impairment		-			5,353,118
General and administrative		2,645,480			5,987,666
Total operating expenses		2,645,480			11,340,784

Loss from operations		(1,597,929	)		(11,222,956	)

Other income (expenses)
Interest expense		(502,409	)		(334691	)
Amortization of debt discount		(573,845	)		(481555	)
Loan forgiveness		-			11,593
Unrealized loss on investments		(667,237	)		(435,037	)
Loss on debt conversion		(205,691	)		(475,199	)
Loss on non-refundable deposit for business		-			(449,279	)
Gain on debt extinguishment (derivative liabilities – convertible debt)		226,391			-
Initial derivative expense		(194,887	)		(878,263	)
Change in fair value of derivative liabilities		(165,883	)		1,682,887
Total other expenses		(2,083,561	)		(1,359,544	)

Loss before income taxes		(3,681,490	)		(12,582,500	)

Provision for income taxes		-			-

Net loss	$	(3,681,490	)	$	(12,582,500	)

Preferred stock dividends		(171,646	)		-

Net loss available to common shareholders	$	(3,853,136	)	$	(12,582,500	)

Net loss per share, basic and diluted	$	(0.0005	)	$	(0.0008	)

Weighted average common equivalent share outstanding, basic and diluted		8,308,889,427			15,511,004,083

The accompanying notes are an integral part of these financial statements

F-5

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statement of Stockholders’ Deficit

For the years ended December 31, 2022 and 2021


	Common Stock				Preferred Stock
					Class A				Class B						Class C
	Number of Shares		No par value		Number of Shares		$0.0001 par value		Number of Shares			$0.0001 par value			Number of Shares		$0.0001 par value		Common Stock Issuable			Additional paid-in capital			Accumulated deficit			Total stockholders’ deficit
Balance, December 31, 2020	4,713,543,121		4,232,960		3,000,000		300		4,463,815			446			1,000,000		100		125,000			3,139,400			(7,662,645		)	(164,439		)

Conversion of convertible debt		1,396,567,128		2,822,118																						-			2,822,118
Stock issued for loan cost		10,000,000		20,000		-		-		-			-			-		-		-			-			-			20,000
Issue of common shares for cash		527,500,000		1,000,000		-		-		-			-			-		-		-									1,000,000
Issue of preferred A shares for cash		-		-		2,750,000		275															274,725			-			275,000
Issue of preferred B shares as non-refundable deposit to acquire business		-		-		-		-		175,000			18			-		-		-			449,261			-			449,279
Issue of preferred B shares to acquire assets		-		-		-		-		375,000			38			-		-		-			4,549,962						4,550,000
Issue of preferred B shares for services		-		-		-		-		571,167			57										1,765,957						1,766,014
Conversion of preferred series B shares to common shares		335,000,000		34						(335,000	)		(34	)									-						-
Common shares issued for services		195,321,508		556,664		-		-		-			-			-		-		-			-			-			556,664
Warrants		-		-		-		-		-			-			-		-		-			997,637			-			997,637
Cancel Common stock issuable		-		-		-		-		-			-			-		-		(125,000	)		125,000						-
Net loss		-		-		-		-		-			-			-		-		-			-			(12,582,500	)		(12,582,500	)

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

Issuance of stock in cashless exercise of warrants		645,833,333		-		-		-		-			-			-		-		-			-			-			-

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

Return of shares related to acquisition of Smart Solutions Technologies, Inc.		-		-		-		-		(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

Return and cancellation of Series B shares		-		-		-		-		(250,000	)		(25	)		-		-		-			25			-			-

Conversion of Series B preferred stock into common stock		360,000,000		30		-		-		(360,000	)		(36	)		-		-		-			6			-			-

Warrants issued for services		-		-		-		-		-			-			-		-		-			227,211			-			227,211

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

Reclassification of financial instruments that ceased to be derivative liabilities (warrants)		-		-		-		-		-			-			-		-		-			425,000			-			425,000

Shares issued in transfer agent conversion		134,974,846		81,469		-		-		-			-			-		-		-			-			-			81,469

Preferred dividends		-		-		-		-		-			-			-		-		-			-			(171,646	)		(171,646	)

Net loss		-		-		-		-		-			-			-		-		-			-			(3,681,490	)		(3,681,490	)
Balance, December 31, 2022		8,620,188,088	$	9,023,334		5,750,000	$	575		5,289,982		$	529			1,000,000	$	100	$	-		$	12,503,100			(24,098,281	)	$	(2,570,643	)
Ending balance		8,620,188,088	$	9,023,334		5,750,000	$	575		5,289,982		$	529			1,000,000	$	100	$	-		$	12,503,100			(24,098,281	)	$	(2,570,643	)

The accompanying notes are an integral part of these financial statements

F-6

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statement of Cash Flows

	2022			2021
	For the year ended December 31,
	2022			2021
Cash flows provided by (used for) operating activities:
Net loss	$	(3,681,490	)	$	(12,582,500	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Stock based compensation		616,469
Depreciation, depletion and amortization		60,641			37
Amortization of debt discount		573,845			481,555
Bad debt expense		-			18,992
Loss on debt extinguishment		205,691			475,199
PPP loan forgiveness		-			(11,593	)
Impairment loss		-			5,353,118
Warrants issued for stockholder relations		-			2,064,665
Warrants issued for services		227,211			997,637
Warrants issued for service - related party		13,981			-
Preferred B shares issued for services		-			1,766,014
Common shares issued for services		-			556,664
Amortization of operating lease - right-of-use asset		63,292			-
Initial derivative expense		194,887			878,263
Realized and unrealized loss on investment		667,237			435,037
Loss on non-refundable deposit for business		-			449,279
Gain on debt extinguishment		(226,391	)		-
Change in fair value of derivative liabilities		165,883			(1,682,887	)
Decrease (increase in operating assets
Accounts receivable		(976,284	)		(34,923	)
Prepaid expenses		(9,235	)		687
Inventory		(165,912	)		(8,114	)

Increase(decrease) in operating liabilities
Accounts payable		1,305,723			(48,119	)
Unearned revenue		(103,963	)		5,486
Accrued officers salary		(181,084	)		-

Net cash used for operating activities		(1,249,499	)		(885,503	)

Cash flows provided by (used for) investing activities
Cash acquired in acquisition of Smart Solutions Technologies, L.P.		223,457			-
Purchase of property and equipment		(4,408	)		-
Purchase of investments, net of sales		(41,781	)		(1,032,500	)
Repayment of loan receivable- related party		109,623			-
Loan made to related party		(101,152	)		(53,732	)

Net cash provided by (used for) investing activities		185,739			(1,086,232	)

Cash flows provided by (used for) Financing activities
Proceeds of convertible notes		378,750			874,750
Proceeds from issuance of convertible note - related party		195,000			-
Proceeds from loans payable		638,060			-
Repayment of convertible note		(647,528	)		(115,000	)
Proceeds of related party loan		-			19,140
Proceeds from issuance of convertible note - related party		-			-
Repayment of loans payable		(199,368	)		-
Repayments of note payable - government - SBA		(150,000	)		-
Repayments of loans payable - related parties		(229,891	)		-
Repayments of convertible note - related party		(195,000	)		-
Proceeds from draw downs on accounts receivable credit facility		7,269,906			-
Repayment on accounts receivable credit facility		(5,993,439	)
Issuance of preferred A shares		-			275,000
Issuance of common shares		-			1,000,000

Net cash provided by (used for) financing activities		1,066,490			2,053,890

Net (decrease) increase in cash		2,730			82,155
Cash, beginning of period		94,224			12,069

Cash, end of period	$	96,954		$	94,224

Supplemental disclosure of cash flow information
Cash paid for interest	$	273,655		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Stock issued for debt	$	104,368		$	20,000
Right-of-use asset obtained in exchange for new operating lease liability	$	345,229		$	-
Issuance of Preferred B shares to acquire businesses	$	700,000		$	4,550,000
Return of Preferred B shares in amended acquisition agreement		(700,000	)		-
Initial derivative recorded as debt	$	194,887		$	874,750
Conversion of preferred B shares to common	$	61		$	34
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants)	$	425,000			-
Preferred stock dividends	$	171,646			-
Common stock issued for debt	$	-		$	2,822,118

The accompanying notes are an integral part of these financial statements

F-7

FOMO WORLDWIDE, INC. and subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

December 31, 2022 and 2021

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION

FOMO WORLDWIDE, INC. (“FOMO,” “we,” “our” or “the Company”), is focused on the sale of its smart board technology as well as related installation services through its wholly owned subsidiary SMARTSolution Technologies, L.P. (“SST”). Additionally, the Company markets and sells clean air disinfection products.

On May 18, 2021, FOMO incorporated FOMO ADVISORS LLC, a Wyoming limited liability company, as a wholly owned private merchant banking subsidiary. FOMO ADVISORS LLC intends to assist private companies in accessing the capital markets through “pass through” investments that allow investors to gain liquidity, while benefiting from direct exposure to private company growth through derivative instruments or other rights. The subsidiary is engaging with strategic targets to introduce them to its network of financial and strategic contacts, provide them management consulting, and create a portfolio of technology investments for future incubation, capital formation, and wealth creation. The Company is currently evaluating its corporate development pipeline and has identified a number of candidates for this capital formation model, though there can be no assurances. Currently, this entity is inactive.

On February 28, 2022, the Company acquired SST, see Note 9.

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

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
FOMO Advisors, LLC (“FOMOAD”)		2021			Wyoming
SMARTSolution Technologies, L.P. (“SST”)		1995	1		Pennsylvania
IAQ Technologies, LLC (“IAQ”)		2020	2		Pennsylvania
Energy Intelligence Center, LLC (“EIC”)		2021	3		Wyoming

1	The Company was acquired on February 28, 2022
2	The Company was acquired in 2020
3	The Company was formed in 2021

IAQ Technologies, LLC

On October 19, 2020, the Company acquired 100% of the membership interests of Purge Virus, LLC in exchange for the issuance of 2,000,000 Series B Preferred Shares valued at $800,000 to its member. We subsequently changed the name of the company to IAQ Technologies LLC (“IAQ”). IAQ, which is based in Philadelphia, PA, is engaged in the marketing and sale of disinfection products and services to businesses, including hotels, hospitals, cruise ships, offices and government facilities, as well as to individuals. Products and services marketed by IAQ include:

	●	Ultraviolet-C in-duct and portable devices,
	●	Hybrid disinfection devices with UVC, carbon filtration and HEPA filtration,
	●	Hybrid disinfection devices with UVC and Photo Plasma,
	●	Bio-polar ionization disinfection for virus and Volatile Organic Compound disinfection; and
	●	PPE (personal protective equipment) ranging from masks to gloves with factory-direct supply side logistics.

F-8

Operating results for IAQ since its acquisition has not met expectations, Accordingly, the interim chief executive is in the process of reorganizing IAQ. Accordingly, we determined that IAQ’s value was impaired at December 31, 2021.

Independence LED Lighting, LLC and Energy Intelligence Center, LLC

On February 12, 2021, the Company purchased the assets of Independence LED Lighting, LLC (“iLED”), an affiliate of IAQ, in exchange for the issuance of 250,000 Series B Preferred Shares valued at $3.3 million, iLED is in the sale of clean air products intended for use in disinfecting and improving air quality.

On March 7, 2021, the Company purchased the assets of Energy Intelligence Center, LLC (“EIC PA”) in exchange for the issuance of 125,000 Series B Preferred Shares and 50,000,000 warrants valued at $1,479,121. EIC is engaged in the commercialization, marketing and licensing of software and hardware designed to work in conjunction with a commercial building’s HVAC system to reduce energy consumption and optimize operating efficiency.

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

The Founder and Former Managing Member of IAQ, iLED and EIC stayed on following the asset acquisitions to run their businesses. However, in July 2021, he stepped down and assumed a consulting role and a new chief executive operating officer was hired to run the businesses of IAQ and EIC Wyoming. Such individual resigned from his position on March 2, 2022 and we then appointed an interim chief executive officer.

See Note 9.

SMARTSolution Technologies, L.P. and SMARTSolution Technologies, Inc.

SST has been engaged in the EdTech business for over 25 years. SST markets its systems and installs the systems in elementary, middle and high schools, as well as colleges, universities and commercial facilities. A current focus of SST’s business is the sale and installation of interactive smartboards to elementary, middle and high schools. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms and teachers via personal computers, laptops, tablets and similar devices. SST currently markets its systems primarily in Western Pennsylvania, Eastern Ohio, and West Virginia, is in the process of expanding into the Alabama and Michigan markets and plans to expand further throughout the United States as opportunities present itself organically or through strategic acquisitions.

As a result of the growth in remote learning, as a result of the COVID-19 pandemic and otherwise, and due to $500 billion in stimulus funding (“ESSER funds”) from the federal government, SST is currently experiencing a significant increase in orders and sales and a growth in backlog.

The interactive smartboards which form the key element of SST’s interactive systems are supplied by a single supplier in Canada, SMART Technologies LLC, which is a subsidiary of a large multi-national company , Foxconn (of Hon Hai Technology Group). SST believes that its relationship with its supplier is excellent, although there can be no assurance that if the relationship with the supplier was interrupted or otherwise adversely affected that an alternative source of supply at commercially reasonable cost would be available or that SST’s business would not be seriously harmed.

See note 9.

F-9

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying consolidated financial statements were prepared in conformity with generally accepted accounting principles in the United States of America (“U.S. GAAP”).

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.

Reclassifications

Certain reclassifications have been made to the December 31, 2021 balances to make them comparable to December 31, 2022.

Use of Estimates

The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant estimates include the allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of investments, valuation of goodwill and intangible assets, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation, estimated useful lives related to intangible assets and property and equipment, uncertain tax positions, and the valuation allowance on deferred tax assets..

Risks and Uncertainties

The Company operates in an industry that is subject to intense competition and change in consumer demand. The Company’s operations are subject to significant risk and uncertainties including financial and operational risks including the potential risk of business failure.

The Company has experienced, and in the future expects to continue to experience, variability in sales and earnings. The factors expected to contribute to this variability include, among others, (i) the cyclical nature of the industry, (ii) general economic conditions in the various local markets in which the Company competes, including a potential general downturn in the economy, and (iii) the volatility of prices in connection with the Company’s distribution of the product. These factors, among others, make it difficult to project the Company’s operating results on a consistent basis.

Coronavirus (“COVID-19”) Pandemic

During the year ended December 31, 2022, the Company’s financial results and operations were not materially adversely impacted by the COVID-19 pandemic. The extent to which the Company’s future financial results could be impacted by the COVID-19 pandemic depends on future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware of any specific event or circumstance that would require an update to its estimates or judgments or a revision of the carrying value of its assets or liabilities.

These estimates may change, as new events occur, and additional information is obtained. Actual results could differ materially from these estimates under different assumptions or conditions.

F-10

Cash

Cash consists of deposits in large national banks. On December 31, 2022 and December 31, 2021, respectively, the Company had $96,954 and $94,224 in cash in the United States. The Company has not experienced any losses in such accounts and believes it is not exposed to any risks on its cash in bank accounts.

Fair Value of Financial Instruments

The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

	●	Level 1 - Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;
	●	Level 2 - Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and
	●	Level 3 - Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of our financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

The Company’s financial instruments, including cash, accounts receivable, inventory, accounts payable and accrued expenses, loans payable and notes payable are carried at historical cost. At December 31, 2022 and 2021 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 “Financial Instruments” allows entities to voluntarily choose to measure certain financial assets and liabilities at fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis and is irrevocable unless a new election date occurs. If the fair value option is elected for an instrument, unrealized gains and losses for that instrument should be reported in earnings at each subsequent reporting date. The Company did not elect to apply the fair value option to any outstanding financial instruments.

F-11

The Company evaluates its financial assets and liabilities subject to fair value measurements on a recurring basis to determine the appropriate level in which to classify them for each reporting period. This determination requires significant judgments to be made.

Assets and liabilities measured at fair value are as follows as of December 31, 2022:

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	140,006	$	75,006		-	$	65,000
Total assets measured at fair value	$	140,006	$	75,006		-	$	65,000

Liabilities
Derivative liability	$	981,766		-		-	$	981,766
Total liabilities measured at fair value	$	981,766		-		-	$	981,766

Assets and liabilities measured at fair value are as follows as of December 31, 2021:

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	765,463	$	740,463		-	$	25,000
Total assets measured at fair value	$	765,463	$	740,463		-	$	25,000

Liabilities
Derivative liability	$	1,105,537		-		-	$	1,105,537
Total liabilities measured at fair value	$	1,105,537		-		-	$	1,105,537

Level 1 Investments consist of common stock, options and warrants of publicly traded companies which are considered to be highly liquid and easily tradeable. The Company also holds Level 3 investments in the common stock of a private company.

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

Cash and Cash Equivalents and Concentration of Credit Risk

For purposes of the consolidated statements of cash flows, the Company considers all highly liquid instruments with a maturity of three months or less at the purchase date and money market accounts to be cash equivalents. At December 31, 2022 and 2021, the Company did not have any cash equivalents.

The Company is exposed to credit risk on its cash and cash equivalents in the event of default by the financial institutions to the extent account balances exceed the amount insured by the FDIC, which is $250,000. At December 31, 2022 and 2021, the Company did not experience any losses on cash balances in excess of FDIC insured limits.

Accounts Receivable

The Company has a policy of reserving for uncollectible accounts based on the best estimate of the amount of probable credit losses in our existing accounts receivable. We extend credit to customers based on an evaluation of their financial condition and other factors. The Company generally does not require collateral or other security to support accounts receivable and perform ongoing credit evaluations of customers and maintain an allowance for potential bad debts if required.

F-12

It is determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates the customers may have an inability to meet financial obligations. In these cases, we use assumptions and judgment, based on the best available facts and circumstances, to record a specific allowance for those customers against amounts due to reduce the receivable to the amount expected to be collected. These specific allowances are re-evaluated and adjusted as additional information is received. The amounts calculated are analyzed to determine the total amount of the allowance. The Company may also record a general allowance, as necessary.

Direct write-offs are taken in the period when we have exhausted our efforts to collect overdue and unpaid receivables or otherwise evaluate other circumstances that indicate the collectability of receivables.

Allowance for doubtful accounts at December 31, 2022 and 2021, were $0, respectively.

Bad debt expense (recovery) is recorded as a component of general and administrative expenses in the accompanying consolidated statements of operations.

The Company had the following concentrations at December 31, 2022 and 2021. All concentrations relate solely to the operations of SST.

	Year Ended			Year Ended
Customer	December 31, 2022			December 31, 2021
A		22	%		0	%
B		16	%		0	%
C		0	%		0	%
Total		38	%		0	%

Inventory

Inventory consists of finished products purchased from third-party suppliers. The Company’s inventory primarily consists of Smart Boards which are sold by SST.

Inventory is stated at the lower of cost or net realizable value. Cost is determined using the specific identification method for finished goods. Management compares the cost of inventory with the net realizable value and, if applicable, an allowance is made for writing down the inventory to its net realizable value, if lower than cost, inventory is reviewed for potential write-down for estimated obsolescence or unmarketable inventory based upon forecasts for future demand and market conditions. Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received.

At December 31, 2022 and 2021 inventory consisted of:

Schedule of Inventory

Classification	December 31, 2022		December 31, 2021
Smart Boards	$	382,355	$	-
Clean Air Technology		102		8,114
Total Inventory	$	382,457	$	8,114

There was no impairment expense during the years ended December 31, 2022 and 2021.

The Company had the following vendor purchase concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST.

F-13

	Year Ended December 31,
Vendor	2022			2021
A		89	%		0	%
Total		89	%		0	%

Impairment of Long-lived Assets

Management evaluates the recoverability of the Company’s identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in accordance with the provisions of ASC 360-10-35-15 “Impairment or Disposal of Long-Lived Assets.” Events and circumstances considered by the Company in determining whether the carrying value of identifiable intangible assets and other long-lived assets may not be recoverable include but are not limited to significant changes in performance relative to expected operating results; significant changes in the use of the assets; significant negative industry or economic trends; and changes in the Company’s business strategy. In determining if impairment exists, the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.

If impairment is indicated based on a comparison of the assets’ carrying values and the undiscounted cash flows, the impairment to be recognized is measured as the amount by which the carrying amount of the assets exceeds the fair value of the assets.

Goodwill and Other Acquired Intangible Assets

The Company initially records goodwill and other intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents the excess of the purchase price over the fair value of identifiable tangible and intangible assets acquired and liabilities assumed in a business combination and is tested annually for impairment, historically during our fourth quarter.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Depreciation is provided on the straight-line basis over the estimated useful lives of the assets, which range from one to seven years.

Expenditures for repair and maintenance which do not materially extend the useful lives of property and equipment are charged to operations. When property or equipment is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from the respective accounts with the resulting gain or loss reflected in operations.

Management reviews the carrying value of its property and equipment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.

There was no impairment expense during the years ended December 31, 2022 and 2021.

Derivative Liabilities

The Company assessed the classification of its derivative financial instruments as of December 31, 2022 and 2021, which consist of convertible notes payable and certain warrants (excluding those for compensation) and has determined that such instruments qualify for treatment as derivative liabilities as they meet the criteria for liability classification under ASC 815.

Earnings Per Share (EPS)

F-14

The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.

Upon conversion or repayment of a debt instrument in exchange for shares of common stock, where the embedded conversion option has been bifurcated and accounted for as a derivative liability (generally convertible debt and warrants), the Company records the shares of common stock at fair value, relieves all related debt, derivatives, and debt discounts, and recognizes a net gain or loss on debt extinguishment. In connection with the debt extinguishment, the Company typically records an increase to additional paid-in capital for any remaining liability balance.

Equity instruments that are initially classified as equity that become subject to reclassification under ASC Topic 815 are reclassified to liabilities at the fair value of the instrument on the reclassification date.

Original Issue Discount

For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Debt Issue Cost

Debt issuance cost paid to lenders, or third parties are recorded as debt discounts and amortized to interest expense over the life of the underlying debt instrument, in the Consolidated Statements of Operations.

Operating Lease

From time to time, we may enter into operating lease or sub-lease agreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a lessee to utilize the right-of-use model and to record a right-of-use asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified as either financing or operating, with classification affecting the pattern of expense recognition in the statement of operations. In addition, a lessor is required to classify leases as either sales-type, financing or operating. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as financing. If the lessor does not convey risk and rewards or control, the lease is treated as operating. We determine if an arrangement is a lease, or contains a lease, at inception and record the lease in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor.

Right-of-use assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments over the lease term. Lease right-of-use assets and liabilities at commencement are initially measured at the present value of lease payments over the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of lease payments except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

We may have lease agreements with lease and non-lease components and have elected to utilize the practical expedient to account for lease and non-lease components together as a single combined lease component, from both a lessee and lessor perspective with the exception of direct sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of transfer are the same for the non-lease components and associated lease component and, the lease component, if accounted for separately, would be classified as an operating lease.

F-15

We have elected not to present short-term leases on the balance sheet as these leases have a lease term of 12 months or less at lease inception and do not contain purchase options or renewal terms that we are reasonably certain to exercise. All other lease assets and lease liabilities are recognized based on the present value of lease payments over the lease term at commencement date. Because most of our leases do not provide an implicit rate of return, we used our incremental borrowing rate based on the information available at lease commencement date in determining the present value of lease payments.

Our leases, where we are the lessee, do not include an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of the agreed upon lease term. For purposes of calculating lease liabilities, lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

Lease expense for operating leases is recognized on a straight-line basis over the lease term as an operating expense, included as a component of general and administrative expenses, in the accompanying consolidated statements of operations.

Certain operating leases provide for annual increases to lease payments based on an index or rate, our lease has no stated increase, payments were fixed at lease inception. We calculate the present value of future lease payments based on the index or rate at the lease commencement date. Differences between the calculated lease payment and actual payment are expensed as incurred.

See Note 10.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, the core principle of which is that the Company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the Company expects to be entitled to receive in exchange for those goods or services. To determine revenue recognition for arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps:

	●	Identification of the contract, or contracts, with a customer
	●	Identification of the performance obligations in the contract
	●	Determination of the transaction price
	●	Allocation of the transaction price to the performance obligations in the contract
	●	Recognition of the revenue when, or as, performance obligations are satisfied

Identify the contract with a customer.

A contract with a customer exists when (i) the Company enters into an enforceable contract with a customer that defines each party’s rights regarding the services to be transferred and identifies the payment terms related to these services, (ii) the contract has commercial substance and, (iii) the Company determines that collection of substantially all consideration for services that are transferred is probable based on the customer’s intent and ability to pay the promised consideration. The Company applies judgment in determining the customer’s ability and intention to pay, which is based on a variety of factors including the customer’s historical payment experience or, in the case of a new customer, published credit and financial information pertaining to the customer.

F-16

Identify the performance obligations in the contract.

Performance obligations promised in a contract are identified based on the services that will be transferred to the customer that are both capable of being distinct, whereby the customer can benefit from the service either on its own or together with other resources that are readily available from third parties or from the Company, and are distinct in the context of the contract, whereby the transfer of the services is separately identifiable from other promises in the contract. To the extent a contract includes multiple promised services, the Company must apply judgment to determine whether promised services are capable of being distinct and distinct in the context of the contract. If these criteria are not met the promised services are accounted for as a combined performance obligation.

Determine the transaction price.

The transaction price is determined based on the consideration to which the Company will be entitled in exchange for transferring services to the customer. To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. None of the Company’s contracts as of December 31, 2022 and 2021, contained a significant financing component.

Allocate the transaction price to performance obligations in the contract.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. However, if a series of distinct services that are substantially the same qualifies as a single performance obligation in a contract with variable consideration, the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example, a bonus or penalty may be associated with one or more, but not all, distinct services promised in a series of distinct services that forms part of a single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price to each performance obligation based on a relative standalone selling price basis unless the transaction price is variable and meets the criteria to be allocated entirely to a performance obligation or to a distinct service that forms part of a single performance obligation. The Company determines standalone selling price based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations.

Recognize revenue when or as the Company satisfies a performance obligation.

The Company satisfies performance obligations either over time or at a point in time. Revenue is recognized at the time the related performance obligation is satisfied by transferring a promised service to a customer.

When determining revenues, no significant judgements or assumptions are required. For all transactions, the sales price is fixed and determinable (no variable consideration). All consideration from contracts is included in the transaction price. The Company’s contracts all contain single performance obligations.

For our contracts with customers, payment terms generally range from advance payments prior to product delivery and/or installation to certain cases where payment is due within 30 days from job completion. The timing of satisfying our performance obligations does not vary significantly from the typical timing of payment.

For each revenue stream we do not offer any returns, refunds or warranties, and no arrangements are cancelable. However, the Company acts as a reseller of warranties for its Smart Boards, which are serviced by the manufacturer, and in some cases requires SST to perform warranty related services.

Sales taxes and other similar taxes are excluded from revenue.

F-17

Smart Boards and Installation Services

Smart Boards are sold to customers and may require an upfront deposit. The Company also installs its Smart Boards in connection with the sale. All revenue is recognized at a point in time upon completion of any installation, which typically occurs within thirty (30) days of delivering the product.

Installation Services

Certain customers contract with the Company to perform installation only services where they have acquired products from a different company/seller. All revenue is recognized at a point in time upon completion of any installation.

Clean Air Technology

All sales are recognized upon delivery of products to the customer.

Contract Liabilities (Deferred Revenue)

Contract liabilities represent deposits made by customers before the satisfaction of a performance obligation and recognition of revenue. Upon completion of the performance obligation that the Company has with the customer based on the terms of the contract, the liability for the customer deposit is relieved and revenue is recognized.

At December 31, 2022 and 2021, the Company had deferred revenue of $578,354 and $11,100, respectively.

The following represents the Company’s disaggregation of revenues for the years ended December 31, 2022 and 2021:

Schedule of Disaggregation of Revenue

	Years Ended December 31,
	2022					2021
Revenue	Revenue		% of Revenues			Revenue		% of Revenues
Smart boards and installation	$	7,014,591		93	%	$	-		0	%
Installation and repair services		471,942		6	%		-		0	%
Clean air technology products		29,008		1	%		657,136		100	%
Total Revenues	$	7,515,541		100	%	$	657,136		100	%

The Company had the following sales concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST.

	Years Ended December 31,
Customer	2022			2021
A		30	%		0	%
B		17	%		0	%
C		13	%		0	%
Total		60	%		0	%

Cost of Sales

Cost of sales primarily consists of product sales, purchased supplies, materials and overhead.

F-18

Income Taxes

The Company accounts for income tax using the asset and liability method prescribed by ASC 740, “Income Taxes”. Under this method, deferred tax assets and liabilities are determined based on the difference between the financial reporting and tax bases of assets and liabilities using enacted tax rates that will be in effect in the year in which the differences are expected to reverse. The Company records a valuation allowance to offset deferred tax assets if based on the weight of available evidence, it is more-likely-than-not that some portion, or all, of the deferred tax assets will not be realized. The effect on deferred taxes of a change in tax rates is recognized as income or loss in the period that includes the enactment date.

The Company follows the accounting guidance for uncertainty in income taxes using the provisions of ASC 740 “Income Taxes”. Using that guidance, tax positions initially need to be recognized in the financial statements when it is more likely than not the position will be sustained upon examination by the tax authorities. As of December 31, 2022 and 2021, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

The Company recognizes interest and penalties related to uncertain income tax positions in other expense. No interest and penalties related to uncertain income tax positions were recorded for the years ended December 31, 2022 and 2021.

Advertising Costs

Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.

The Company recognized $34,937 and $0 in marketing and advertising costs during the years ended December 31, 2022 and 2021.

Stock-Based Compensation

The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which the Company exchanges it equity instruments for goods or services. It also addresses transactions in which the Company incurs liabilities in exchange for goods or services that are based on the fair value of the Company’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

●	Exercise price,
●	Expected dividends,
●	Expected volatility,
●	Risk-free interest rate; and
●	Expected life of option

F-19

Stock Warrants

In connection with certain financing (debt or equity), consulting and collaboration arrangements, the Company may issue warrants to purchase shares of its common stock. The outstanding warrants are standalone instruments that are not puttable or mandatorily redeemable by the holder and are classified as equity awards. The Company measures the fair value of warrants issued for compensation using the Black-Scholes option pricing model as of the measurement date. However, for warrants issued that meet the definition of a derivative liability, fair value is determined based upon the use of a binomial pricing model.

Warrants issued in conjunction with the issuance of common stock are initially recorded at fair value as a reduction in additional paid-in capital of the common stock issued. All other warrants are recorded at fair value and expensed over the requisite service period or at the date of issuance if there is not a service period.

Basic and Diluted Earnings (Loss) per Share

Pursuant to ASC 260-10-45, basic earnings (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the periods presented. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock, common stock equivalents and potentially dilutive securities outstanding during the period. Potentially dilutive common shares may consist of common stock issuable for stock options and warrants (using the treasury stock method), convertible notes and common stock issuable. These common stock equivalents may be dilutive in the future. In the event of a net loss, diluted loss per share is the same as basic loss per share since the effect of the potential common stock equivalents upon conversion would be anti-dilutive.

The following potentially dilutive equity securities outstanding as of December 31, 2022 were as follows:

	December 31, 2022
Series A, preferred stock (1)		287,500,000
Series B, preferred stock (2)		5,289,982,000
Series C, preferred stock (3)		1,000,000
Convertible notes and related accrued interest (4)		2,955,850,444
Warrants (5)		1,293,541,667
Total		9,827,874,111

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 December 31, 2022, and the potential variability in stock prices, which directly affect the Company’s ability to determine if it has sufficient shares to settle all possible debt or equity conversions, the Company has determined that it does not have sufficient authorized shares of common stock (20,000,000,000) to settle any potential exercises of common stock equivalents.

F-20

Related Parties

Parties are considered to be related to the Company if the parties, directly or indirectly, through one or more intermediaries, control, are controlled by, or are under common control with the Company. Related parties also include principal owners of the Company, its management, members of the immediate families of principal owners of the Company and its management and other parties with which the Company may deal with if one party controls or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.

Recently Issued Accounting Pronouncements

Changes to accounting principles are established by the FASB in the form of ASU’s to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our consolidated financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found no recent accounting pronouncements issued, but not yet effective accounting pronouncements, when adopted, will have a material impact on the consolidated financial statements of the Company.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2021, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year.

We adopted this pronouncement on January 1, 2022; however, the adoption of this standard did not have a material effect on the Company’s consolidated financial statements.

In May 2021, the Financial Accounting Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04, Earnings Per Share (Topic 260), Debt—Modifications and Extinguishments (Subtopic 470-50), Compensation—Stock Compensation (Topic 718), and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges of Freestanding Equity-Classified Written Call Options. This new standard provides clarification and reduces diversity in an issuer’s accounting for modifications or exchanges of freestanding equity-classified written call options (such as warrants) that remain equity classified after modification or exchange. This standard is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Issuers should apply the new standard prospectively to modifications or exchanges occurring after the effective date of the new standard. Early adoption is permitted, including adoption in an interim period. If an issuer elects to early adopt the new standard in an interim period, the guidance should be applied as of the beginning of the fiscal year that includes that interim period. The adoption of this standard by the Company did not have a material effect on the Company’s consolidated financial statements.

F-21

In October 2021, the FASB issued ASU 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with Accounting Standards Codification Topic 606. ASU 2021-08 is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. While the Company is continuing to assess the timing of adoption and the potential impacts of ASU 2021-08, it does not expect ASU 2021-08 will have a material effect, if any, on its consolidated financial statements.

Note 3 – LIQUIDITY, GOING CONCERN AND MANAGEMENT’S PLANS

As reflected in the accompanying consolidated financial statements, for the year ended December 31, 2022, the Company had:

●	Net loss of $3,681,490; and
●	Net cash used in operations was $1,249,499

Additionally, at December 31, 2022, the Company had:

●	Accumulated deficit of $24,098,281
●	Stockholders’ deficit of $2,570,643; and
●	Working capital deficit of $3,425,835

We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $96,954 at December 31, 2022. 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.

F-22

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.

Note 4 – LOAN RECEIVABLE, RELATED PARTY

During 2021, the Company has advanced funds to an affiliate of the Company’s Chief Executive Officer, Himalaya Technologies, Inc. aka Homeland Resources Ltd. (OTC: HMLA) to pay for corporate operating expenses. The Company expects to receive repayment in 2023.

Effective September 1, 2022, the Company increased our available loan to Himalaya of $50,000 to $100,000.00 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.

The following is a summary of the Company’s advances – related party is as follows:

	Loan Receivable
Terms	Related Party

Issuance dates of advances		2021
Maturity date		Due on Demand
Interest rate		20	%
Collateral		Unsecured

Balance - December 31, 2020	$	-
Advances		53,732
Balance - December 31, 2021		53,732
Beginning Balance		53,732

Advances		25,149
Repayments		(33,620	)
Balance – December 31, 2022	$	45,261
Ending balance	$	45,261

Note 5 – PROPERTY AND EQUIPMENT

Property and equipment consisted of the following:

Schedule of Property and Equipment

	December 31,		December 31,		Estimated Useful
	2022		2021		Lives (Years)

Leasehold Improvements	$	178,278	$	-	40
Vehicles		53,777		-	5 – 10
Furniture		19,595		-	10
Equipment		9,408		-	5
Computer		-		-	5
Property and Equipment gross		261,058		-
Accumulated depreciation		180,214		-
Total property and equipment - net	$	80,844	$	-

F-23

Depreciation expense for the years ended December 31, 2022 and 2021, was $6,117 and $0, 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 and 2021 of $0.00030 and $0.00070 and per share, respectively, for a total investment of $63,000 and $147,000, respectively.

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. The fair value at December 31, 2021 for HMLA is $12,000. 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). The warrants were valued at zero due to their illiquid nature.

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 these patent pending 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.

F-24

The following is a summary of the Company’s investments at December 31, 2022 and 2021:

SCHEDULE OF INVESTMENTS

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
Mobicard, Inc. (PTOP)	Common stock	2019		210,000,000	$	0.0003		63,000	3
GenBio, Inc.	Private company	2021 and 2022		50,000	$	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. Our CEO is also the CEO of HMLA.
	The Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time of exchange. They are convertible into HMLA common shares on a 1-1000 basis. At December 31, 2022, the value of common shares of HMLA if converted would be $450,000.
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)

December 31, 2022
			Gross Unrealized		Gross Unrealized
Description	Cost		Gains		Losses			Fair Value
Marketable securities	$	865,579	$	-	$	(865,573	)		6

December 31, 2021
Securities Held		Acquisition Date	Shares Held		Price per Share		Value of Securities

Securities	Stock, options, and warrants	Various		Various		Various	$	581,243	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock and warrants	2021		150,000	$	0.08		12,220	2
Mobicard, Inc. (PTOP)	Common stock	2019		210,000,000	$	0.0007		147,000	3
GenBio, Inc.	Private company	2021		25,000	$	1.00		25,000	4
							$	765,463

1 -	all investments are held at our third-party independent broker.
2 -	during 2021, the Company exchanged 1,000,000 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. Our CEO is also the CEO of HMLA.
	The Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time of exchange. They are convertible into HMLA common shares on a 1-1000 basis.
3 -	based upon the quoted closing trading price.
4 -	based on cost method.

F-25

During 2021, the Company invested in a $25,000 convertible note with a 25,000 share kicker of GenBio, Inc. for $25,000 ($1/share, representing the cash investment of the Company.)

December 31, 2021
			Gross Unrealized		Gross Unrealized
Description	Cost		Gains		Losses			Fair Value
Marketable securities	$	1,200,500	$	-	$	(435,037	)		765,463

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 December 31, 2022 and 2021, respectively:

Convertible Notes Payable

The Company executed several convertible notes with various lenders as follows:

SCHEDULE OF CONVERTIBLE NOTES PAYABLE

	Convertible Notes Payable
	GS Capital		PowerUp Lending			Sixth Street Lending			Various

Issuance Dates of Convertible Notes	June 2021 - April 2022			September 2021			October 2021 - January 2022			2019 - 2020
Maturity Dates of Convertible Notes	April 2022 - April 2023			September 2022			October 2022 - January 2023			2019 - 2021
Interest Rate	10	%		12	%		12	%		10% - 12	%
Default Interest Rate	24	%		22	%		22	%		22	%
Collateral	Unsecured			Unsecured			Unsecured			Unsecured
Conversion Rate	$0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period			61% of the average of the two (2) lowest prices in the prior 20-day period			61% of the average of the two (2) lowest prices in the prior 20-day period

F-26

	GS Capital			PowerUp Lending			Sixth Street Lending			Various			Total

Balance - December 31, 2020	$	-		$	-		$	-		$	226,186		$	226,186
Balance	$	-		$	-		$	-		$	226,186		$	226,186
Debt converted to common stock		-			-			-			(483,436	)		(483,436	)
Proceeds from issuance of notes		380,000			43,750			78,750			372,250			874,750
Prepayment of convertible note in cash		-			-			-			(115,000	)		(115,000	)
Balance	$	380,000		$	43,750		$	78,750		$	-		$	502,500
Less: unamortized debt discount		(318,455	)		(31,524	)		(63,216	)		-			(413,195	)
Balance – December 31, 2021	$	61,545		$	12,226		$	15,534		$	-		$	89,305
Balance	$	61,545		$	12,226		$	15,534		$	-		$	89,305

Balance - December 31, 2021	$	380,000		$	43,750		$	78,750		$	-		$	502,500
Balance	$	380,000		$	43,750		$	78,750		$	-		$	502,500

Proceeds from issuance of notes		335,000			-			43,750			-			378,750
Conversion of accrued interest to note		16,206												16,206
Repayment of notes		-			-			(122,500	)		-			(122,500	)
Conversion of debt to common stock		(55,000	)		(43,750	)		-			-			(98,750	)
Balance		676,206			-			-			-			676,206
Less: unamortized debt discount		(31,200	)		-			-			-			(31,200	)
Balance - December 31, 2022	$	645,006		$	-		$	-		$	-		$	645,006
Balance	$	645,006		$	-		$	-		$	-		$	645,006

On January 20, 2021, a third-party lender funded the Company $205,000 in a 10% convertible debenture due January 20, 2022. The transaction netted the Company $180,000 after a $20,000 original issue discount and $5,000 in legal fees. During the year ended December 31, 2021, the loan was converted into common shares.

On April 8, 2021, a third-party lender funded the Company $103,500 in a 12% convertible debenture due April 8, 2022. The transaction netted the Company $100,000 after $3,500 legal and due diligence fees. During the year ended December 31, 2021, the loan was converted into common shares.

On May 10, 2021, a third-party lender funded the Company $53,750 in a 12% convertible debenture due May 10, 2022. The transaction netted the Company $50,000 after $3,750 legal and due diligence fees. During the year ended December 31, 2021, the loan was converted into common shares.

On June 25, 2021, a third-party lender funded the Company $65,000 in a 10% convertible debenture due June 25, 2022. The transaction netted the Company $60,000 after a $2,000 original issue discount and $3,000 in legal fees. During the year ended December 31, 2021 $10,000 of this loan was converted into common shares. During the year ended December 31, 2022, the remaining $55,000 loan was converted into common shares.

On September 22, 2021, a third-party lender funded the Company $43,750 in a 12% convertible debenture due September 20, 2022. The transaction netted the Company $40,000 after $3,750 legal and due diligence fees. During the year ended December 31, 2022, the loan was converted into common shares.

On October 26, 2021, a third-party lender funded the Company $78,750 in a 12% convertible debenture due October 26, 2022. The transaction netted the Company $75,000 after $3,750 legal and due diligence fees. During the year ended December 31, 2022, the loan was repaid.

On October 10, 2021, a third-party lender funded the Company $325,000 in a 10% convertible debenture due October 10, 2022. The transaction netted the Company $300,000 after a $12,500 original issue discount and $12,500 in legal fees. See below for modification.

F-27

On January 12, 2022, a third-party lender funded the Company $43,750 in a 12% convertible debenture due January 12, 2023. The transaction netted the Company $40,000 after $3,750 legal and due diligence fees. During the year ended December 31, 2022, the loan was converted into common shares. .

On January 14, 2022, a third-party lender funded the Company $220,000 in a 12% convertible debenture due January 14, 2023. The transaction netted the Company $200,000 after $10,000 legal and due diligence fees and a $10,000 original issue discount. At December 31, 2022, the loan was outstanding.

On April 5, 2022, a third-party lender funded the Company $115,000 in a 12% convertible debenture due April 25, 2023. At December 31, 2022, the loan was outstanding. The transaction netted the Company $100,000 after $5,000 legal and due diligence fees and a $10,000 original issue discount. At December 31, 2022, the loan was outstanding.

Convertible Note Payable – Modification

On April 19, 2022, the Company modified the terms of a loan it had with GS Capital for $325,000. The 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.

The modification of the maturity date did not meet the requirements of a debt extinguishment under ASC 470-50 - Debt Modifications and Exchanges. The Company determined that the exchange should be treated as a debt modification prospectively. The Company accounted for this transaction as a debt modification and did not incur any gain or loss relating to the modification. The debt modification did not meet the greater than ten percent test and was deemed not substantial.

During the year ended December 31, 2022, third-party lenders converted $104,368 of principal, interest and penalties into 301,448,152 shares of common stock. This resulted in a loss on debt extinguishment of $205,691.

During the year ended December 31, 2021, third-party lenders converted $2,822,118 of principal, interest and penalties into 1,396,567,128 shares of common stock. This resulted in a loss of $475,199.

Repayment of Convertible Debt in Default

On July 25, 2022, we retired $122,500 in third-party junior convertible debt owed to 1800 Diagonal Lending LLC in default for $169,000 cash. Subsequent to the payment, we have no loans drawn from 1800 Diagonal Lending LLC or its affiliates.

Convertible Note Payable – Related Party

In March 2022, the Chief Executive Officer of SST advanced funds to the Company as follows:

	Convertible Debt
	Related Party

Issuance Date of Convertible Note		March 31, 2022
Maturity Date of Convertible Note		September 30, 2022
Interest Rate		11.50	%
Default Interest Rate		0.00	%
Collateral		1
Conversion Rate		2

Balance - December 31, 2021	$	-
Proceeds from issuance of note		195,000
Repayments		(195,000	)
Balance – December 31, 2022	$	-

1	200,000 shares of Series B, Preferred Stock
2	Converts into Series B, preferred stock at $1/share ($0.001/share in common stock – 1:1,000 ratio)

F-28

During the year ended December 31, 2022, $50,000 of this loan was repaid. On or around December 19, 2022, the remaining $145,000 was exchanged as part of the SST Founder Employment Status and Compensation Change Agreement.

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:

		1¹			2²			3³
		Loan Payable			Loan Payable			Loan Payable
		Related Party			Related Party			Related Party			Total

Issuance Date of Loan		Various			Various			Various
Maturity Date of Convertible Note		Due on Demand			Due on Demand			Due on Demand
Interest Rate		0.00	%		0.00	%		0.00	%
Default Interest Rate		0.00	%		0.00	%		0.00	%
Collateral		Unsecured			Unsecured			Unsecured
Conversion Rate		None			None			None

Balance - December 31, 2020	$	-		$	3,574		$	-		$	3,574
Balance	$	-		$	3,574		$	-		$	3,574
Proceeds from advances		-			1,594			17,546			19,140
Balance - December 31, 2021		-			5,168			17,546			22,714
Balance		-			5,168			17,546			22,714

Debt acquired in SST acquisition		321,705			-			-			321,705
Advance		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	$	284,480		$	5,168		$	19,880		$	309,528

1-	reflects activity related to the Company’s current Chief Executive Officer of SST.

2-	reflects activity related to the Company’s former Chief Executive Officer of EIC.

3-	reflects activity related to the Company’s current Chief Executive Officer of FOMO.

F-29

Loan Payable – Other

In 2022, the Company executed two loans with a third-party lender for $443,060, including interest of $138,050, resulting in net proceeds of $305,010. The Company is required to pay $5,116 over a period of 52 weeks to repay the loan.

SCHEDULE OF LOAN PAYABLE OTHER

	Loan Payable - Other

Issuance Date of Loan		April 1, 2022
Maturity Date of Loan		April 1, 2023
Interest Rate		16.00	%
Default Interest Rate		0.00	%
Collateral		Unsecured
Conversion Rate		None

Balance - December 31, 2021	$	-
Proceeds		443,060
Repayments		(199,368	)
Balance - December 31, 2022	$	243,692

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.

F-30

Accounts receivable credit facility is as follows:

	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

Note 8 – DERIVATIVE LIABILITIES

Certain of the above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable amount of future common stock to settle the host contract. Accordingly, the embedded conversion option is required to be bifurcated from the host instrument (convertible note) and treated as a liability, which is calculated at fair value, and marked to market at each reporting period.

Additionally, the Company has accounted for outstanding warrants (those issued with the above debt) as derivative liabilities as there is an insufficient amount of authorized common stock to settle all potential conversions.

The Company used the binomial pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both the commitment date and the remeasurement date with the following inputs:

	Year Ended			Year Ended
	December 31, 2022			December 31, 2021

Exercise price	$	0.0001 - $0.01		$	0.0001 - $0.01
Expected volatility		196% - 377	%		384	%
Risk-free interest rate		0.73% - 2.99	%		0.10	%
Expected term (in years)		0.30 - 3.00			3.00 - 5.00
Expected dividend rate		0	%		0	%

F-31

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 December 31, 2022 and 2021:

SCHEDULE OF DERIVATIVE LIABILITIES

	Convertible Debt			Warrants			Total
Derivative liabilities - December 31, 2020	$	834,230		$	-		$	834,230
Derivative liabilities	$	834,230		$	-		$	834,230
Fair value - commitment date		1,753,013			2,064,665			3,817,678
Fair value - mark to market adjustment		(393,465	)		(1,289,422	)		(1,682,887	)
Reclassification to APIC for financial instruments that ceased to be derivative liabilities		(1,863,484	)		-			(1,863,484	)
Derivative liabilities - December 31, 2021		330,294			775,243			1,105,537
Derivative liabilities		330,294			775,243			1,105,537
Fair value - commitment date		300,137			61,600			361,737
Fair value - mark to market adjustment		404,695			(238,813	)		165,882
Gain on debt extinguishment (derivative liabilities - convertible debt)		(226,391	)		-			(226,391	)
Reclassification to APIC for financial instruments that ceased to be derivative liabilities		-			(425,000	)		(425,000	)
Derivative liabilities - December 31, 2022	$	808,736		$	173,030		$	981,766
Derivative liabilities	$	808,736		$	173,030		$	981,766

Changes in fair value of derivative liabilities (mark to market adjustment) are included in other income (expense) in the accompanying Consolidated Statements of Operations.

In 2022 and 2021, in connection with the conversion of certain debt and warrants, the corresponding derivative liabilities were market to market on the conversion date and the remaining derivative liability balance was reclassified to gain on debt extinguishment for derivative liabilities related to debt and to additional paid-in capital for derivative liabilities classified as warrants.

Note 9 – ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION

Acquisition for the Year Ended December 31, 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, 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the acquisition date.

F-32

The table below summarizes finalized fair value of the assets acquired and the liabilities assumed at the effective acquisition date.

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

Total net liabilities assumed		(274,782	)

Goodwill in purchase of Smart Solution 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 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:

2023	$	62,250
2023	$	65,250
2024		65,250
2025		65,250
2026		34,123
2027		28,000
Thereafter		256,603
Intangible assets- net	$	514,476

F-33

The following summarizes the intangible assets at December 31, 2022:

SCHEDULE OF INTANGIBLE ASSETS

	December 31, 2022			Useful Life
Supplier Relationships	$	149,000		4 years
Trade Names		420,000		15 years
Intangible assets gross		569,000
Accumulated amortization		(54,524	)
Intangible assets net	$	514,476

On or around December 19, 2022, FOMO Worldwide 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.
	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, LP/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, LP/Inc., FOMO WORLDWIDE issued One-Million Series B Shares to Mr. Schwartz. This was included in the purchase agreement.
	2.	At the point of the Employment Status and Compensation Change Agreement, Mr. Schwartz agreed to return to FOMO these shares as a goodwill gesture and for exclusion of liability for any accounting discrepancy that may have occurred prior to his new employee agreement.
	3.	FOMO WORLDWIDE, along with accepting the return of the aforementioned shares, included as part of the new purchase and employee agreement, agreed to a single payment of $100,000 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.

Supplemental Pro Forma Information (Unaudited)

The unaudited pro forma information for the periods set forth below gives effect to the acquisition as if the transaction had occurred on January 1, 2021.

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This proforma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time:

	Year Ended			Year Ended
	December 31, 2022			December 31, 2021

Revenues	$	8,894,888		$	4,351,409

Net loss	$	(3,534,017	)	$	(12,263,881	)

Loss per share – basic	$	(0.00	)	$	(0.00	)

Loss per share – diluted	$	(0.00	)	$	(0.00	)

Weighted average number of shares – basic		8,308,889,427			15,511,004,083

Weighted average number of shares – diluted		8,308,889,427			15,511,004,083

The weighted average shares assume the as-converted amount to common stock .

Acquisitions for the Year Ended December 31, 2021

On October 19, 2020, the Company acquired 100% of the member interests of IAQ Technologies LLC (formerly known as Purge Virus, LLC) for consideration of 2,000,000 Series B Preferred Shares, having a fair value of $800,000. As a result of the acquisition, the Company recognized intangible assets of $225,000 and Goodwill of $596,906. The intangible assets were being amortized over their useful lives, ranging from 3 to 10 years. In October of 2021, the Company changed its name to IAQ Technologies LLC (IAQ). At December 31, 2021 it was determined by management to write off the value of the assets due to lack of business generated resulting in impairment of $803,156.

On February 12, 2021, we purchased assets, including website and trade names of Independence LED Lighting, LLC for 250,000 Series B Preferred shares. Based on an agreed upon price at closing, the transaction was valued $3,300,000, At December 31, 2021 it was determined by management to write off the value of the assets due to lack of business generated resulting in impairment of $3,300,000.

On March 6, 2021, we purchased the assets, including website, trade names and software of Energy Intelligence Center, LLC for 125,000 Series B Preferred shares and 50,000,000 common stock warrants. Based on an agreed upon price at closing, the transaction was valued $1,479,121. At December 31, 2021 it was determined by management to write off the value of the assets due to lack of business generated resulting in impairment of $1,479,121.

These acquisitions were treated as business combinations and the Company recorded the fair value of the assets acquired.

The table below summarizes preliminary estimated fair value of the assets acquired at the effective acquisition date.

	EIC		iLED
Consideration
Series B, preferred stock (125,000 shares)	$	1,250,000	$	-
Series B, preferred stock (250,000 shares)		-		3,300,000
Warrants (50,000,000)		229,121		-
Fair value of consideration transferred	$	1,479,121	$	3,300,000

F-35

Recognized amounts of identifiable assets acquired:

Website		259,000		261,600
Trade Names		505,600		2,157,800
Software		401,000		-
Total assets acquired		1,165,600		2,419,400

Goodwill	$	313,521	$	880,600

Supplemental Pro Forma Information (Unaudited)

The unaudited pro forma information for the periods set forth below gives effect to the acquisitions as if the transactions had occurred on January 1, 2021.

This pro forma information is presented for informational purposes only and is not necessarily indicative of the results of operations that actually would have been achieved had the transactions been consummated as of that time:

	2021

Operating revenues	$	890,075
Cost of revenues		607,833
Gross profit		282,242
Operating expenses:
General and administrative		5,061,430
Loss from operations		(4,779,188	)

Other income (expenses)
Interest expense		(730,825	)
Bad debt		-
Loan forgiveness		11,593
Loss on investment		(435,037	)
Loss on impairment		(6,419,944	)
Gain on debt conversion		514,425
Debt settlement gain (loss)		(231,930	)
Write off old inventory		-
Derivative liability gain (loss)		3,569,489
Total other expenses		(3,722,229	)

Loss before income taxes		(8,501,417	)
Provision for income taxes		-
Net loss	$	(8,501,417	)

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 December 31, 2022, the Company has no financing leases as defined in ASC 842, “Leases.”

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	December 31, 2022
Assets

Operating lease - right-of-use asset - non-current	$	281,937

Liabilities

Operating lease liability	$	291,257

Weighted-average remaining lease term (years)		4.09

Weighted-average discount rate		8	%

The components of lease expense were as follows:

Operating lease costs

Amortization of right-of-use operating lease asset	$	63,292
Lease liability expense in connection with obligation repayment		23,265
Total operating lease costs	$	86,557

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

Operating cash outflows from operating lease (obligation payment)	$	38,622
Right-of-use asset obtained in exchange for new operating lease liability	$	345,229

Future minimum lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at December 31, 2022:


2023	$	84,000
2024		84,000
2025		84,000
2026		84,000
2027		7,000
Total undiscounted cash flows		343,000
Less: amount representing interest		(51,743	)
Present value of operating lease liability		291,257
Less: current portion of operating lease liability		(63,556	)
Long-term operating lease liability	$	227,701

Note 11– STOCKHOLDERS’ DEFICIT

At December 31, 2022 and 2021, the Company had various classes of stock:

Class A, Convertible Preferred Stock

	-	78,000,000 shares authorized
	-	5,750,000 and 5,750,000 shares designated, issued and outstanding at December 31, 2022 and 2021, respectively
	-	Stated value – none

F-37

	-	Par value - $0.0001
	-	Conversion – each share of Class A converts into 50 shares of common stock (287,500,000 and 287,500,000 equivalent shares of common stock, at December 31, 2022 and 2021, respectively)
	-	Voting – on an as-converted basis – 50 votes for each share held (287,500,000 and 287,500,000 votes, at December 31, 2022 and 2021, 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
	-	5,289,982 and 5,249,982 shares designated, issued and outstanding at December 31, 2022 and 2021, respectively
	-	Stated value – none
	-	Par value - $0.0001
	-	Conversion – each share of Class B converts into 1,000 shares of common stock (5,289,982,000 and 5,249,982,000 equivalent shares of common stock, at December 31, 2022 and 2021, respectively)
	-	Voting – on an as-converted basis – 1,000 votes for each share held (5,289,982,000 and 5,249,982,000 votes, at December 31, 2022 and December 31, 2021, respectively)
	-	Dividends – 1% 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 December 31, 2022 and 2021, 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 December 31, 2022 and 2021, 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 December 31, 2022 and 2021, respectively)
	-	Dividends – 1% 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

Equity Transactions for the Year Ended December 31, 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.

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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.

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.

On or around December 19, 2022, FOMO Worldwide entered into a Employment Status and Compensation Change Agreement. As part of this agreement, the 1,000,000 shares of Series B preferred stock were returned to the Company.

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 360,000,000 shares of common stock in connection with the conversion of 360,000 shares of Class B preferred stock. The transaction had a net effect of $0 on stockholders’ deficit.

Return and Cancellation of Class B Preferred Stock to Common Stock

The Company received and cancelled 250,000 shares of Class B preferred stock. The transaction had a net effect of $0 on stockholders’ deficit.

Equity Transactions for the Year Ended December 31, 2021

Stock Issued from Conversion of Convertible Debt

The Company issued 1,396,567,128 shares of common stock in connection with the conversion of convertible debt and accrued interest totaling $2,822,218. As a result of the debt conversion, the Company recognized a loss on debt extinguishment of $475,199.

Stock Issued for Loan Costs

The Company issued 10,000,000 shares of common stock for loan costs totaling $20,000.

Stock Issued for Cash – Common Stock

The Company issued 527,500,000 shares of common stock for $1,000,000.

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Stock Issued for Cash – Class A, Preferred Stock

The Company issued 2,750,000 shares of Class A preferred stock for $275,000.

Stock Issued as a Non-Refundable Deposit to Acquire

The Company issued 175,000 shares of Class B preferred stock having a fair value of $449,279. The acquisition was cancelled in 2021, and the Company recorded a loss on cancellation of $449,279.

Stock Issued to Acquire Assets of Businesses

The Company issued 375,000 shares of Class B preferred stock having a fair value of $4,550,000 in connection with the acquisitions of EIC and iLED. See Note 9.

Stock Issued for Services – Class B Preferred Stock

The Company issued 571,167 shares of Class B preferred stock for services rendered, having a fair value of $1,766,014.

Conversion of Class B Preferred Stock to Common Stock

The Company issued 335,000,000 shares of common stock in connection with the conversion of 335,000 shares of Class B preferred stock. The transaction had a net effect of $0 on stockholders’ deficit.

Stock Issued for Services – Common Stock

The Company issued 195,321,508 shares of common stock for services rendered, having a fair value of $556,664.

Cancellation of Common Stock Issuable

The Company cancelled 125,000 shares of common stock issuable from 2020, having a fair value of $125,000.

Note 12 – WARRANTS

Warrant activity for the years ended December 31, 2022 and 2021 are summarized as follows:

SCHEDULE OF WARRANTS ACTIVITY

						Weighted Average
				Weighted		Remaining		Aggregate
	Number of			Average		Contractual		Intrinsic
Warrants	Warrants			Exercise Price		Term (Years)		Value
Outstanding and exercisable - December 31, 2020		713,571,428		$	0.0011		2.92	$	149,500
Granted		1,288,541,667		$	0.0018		-		-
Exercised		-		$	-		-		-
Cancelled/Forfeited		-		$	-		-		-
Outstanding - December 31, 2021		2,002,113,095		$	0.0016		2.38	$	450,000
Exercisable - December 31, 2021		2,002,113,095		$	0.0016		2.38	$	450,000
Outstanding - December 31, 2021		2,002,113,095		$	0.0016		2.38	$	450,000
Exercisable - December 31, 2021		2,002,113,095		$	0.0016		2.38	$	450,000
Granted		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	$	-

F-40

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 to a board director and employee 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:

SUMMARY OF FAIR VALUE OF WARRANTS

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

Cashless Exercise of Warrants

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

Warrant Transactions for the Year Ended December 31, 2021

Convertible Debt Issuances

In connection with convertible debt issued to various lenders, the Company granted 1,108,541,667 three-year (3) warrants. These warrants have an exercise price of $0.0001. See Note 7 for derivative liabilities and related mark to market accounting.

Employee Compensation

The Company granted 180,000,000, three-year (3) warrants to various employees for services rendered.

F-41

The fair value of these services rendered was $997,637, based upon the following weighted average assumptions:

Exercise price	$	0.002
Expected volatility		384	%
Risk-free interest rate		0.00	%
Expected term (in years)		3.00
Expected dividend rate		0	%

Note 13 – INCOME TAXES

The Company did not file its federal tax returns for fiscal years from 2012 through 2020. Management at year-end 2020 believed that it would not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net loss incurred during these years. During the year ended December 31, 2021 the Company filed returns for 2018, 2019 and 2020. During the year ended December 31, 2022, the Company filed returns for 2021 and paid its franchise tax board minimum fees current.

Based on the available information and other factors, management believes it is more likely than not that any potential net deferred tax assets on December 31, 2021 and 2020 will not be fully realizable. The Company is current with franchise tax board fees due to the State of California and in 2021 filed tax statements for the federal and state requirements (California, Illinois, Pennsylvania) for 2018, 2019 and 2020. Today, the Company is current with its federal and state tax filings.

Due to recurring losses, the Company’s tax provision for the years ended December 31 2022 and 2021 was $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

	2022			2021
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 December 31, 2022 and 2021 the Company’s deferred tax assets were as follows:

SUMMARY OF DEFERRED TAX ASSETS

	December 31, 2022			December 31, 2021
Tax benefit of net operating loss carry forward	$	4,248,077		$	3,557,350
less valuation allowance		(4,248,077	)		(3,557,350	)
Net deferred tax assets	$	-		$	-

As of December 31, 2022 the Company had unused net operating loss carry forwards of approximately $17.1 million available to reduce future federal taxable income. Net operating loss carryforwards 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 carryforwards 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 carryforwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carryforward, as the realization of any future benefits from these assets is uncertain.

F-42

The Company’s valuation allowance at December 31, 2022 and 2021 was $4,248,077 and $3,557,350, respectively. The change in the valuation allowance during the year ended December 31, 2022 was an increase of approximately $691,000.

NOL carry over loss		Nol carry over loss		Expiration
Expiration
NOL	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
		$	17,268,607

Note 14 – SUBSEQUENT EVENTS

Letters of Intent Signed for Acquisitions of Learning Management Systems and Training Content Providers

On January 13, 2023, FOMO signed a non-binding letter of intent (“LOI”) to acquire a UK-based provider of learning management systems (“LMS”), which are software applications for the administration, documentation, tracking, reporting, automation, and delivery of educational courses, training programs, materials or learning and development programs. The business generates revenues of several hundred thousand British pounds and is growing its top line at a double digit % annual rate (unaudited). Total consideration is as follows: 1) GBP £800,000 cash at close, plus 2) GBP £400,000 in a non-interest-bearing seller’s note (paid in one year after close), plus 3) a performance-based payment of up to GBP £200,000 subject to 30% revenue growth for the calendar year after the Closing Date. The Company’s balance sheet will remain as-is during the term the LOI is active and until the Closing Date, with no distributions, capital calls, bonuses to management or shareholders, salary increases, adjustments to working capital, etc. for any purpose, unless otherwise agreed by FOMO in writing. The process is conditioned on the completion of due diligence, legal and accounting review, documentation that is satisfactory to all parties, and the successful raise by us of certain financing, if any. Execution of a securities purchase agreement (“SPA”) and related definitive agreements are targeted as soon as practical but not later than April 30, 2023 (the “Closing” and such date, the “Closing Date”).

On January 17, 2023, we signed a non-binding purchase agreement to acquire the assets of a provider of online training and compliance software, services, and content primarily to the agriculture and food industries based in the Midwest. The business was founded in 1980, generates roughly $400,000 - $500,000 in annual revenues, is EBITDA+(unaudited), and can potentially be grown organically into other regions of the country and into new verticals including education, manufacturing, healthcare, and other. We intend to place the assets, which have a total purchase price of $280,000 cash including closing funds of $155,000, seller notes of $110,000 and an earn-out valued at $15,000 but with no ceiling, into our wholly owned subsidiary SMARTSolution Technologies Inc., a sister entity to our wholly owned education technology subsidiary SMARTSolution Technologies LP. Closing is targeted by March 17, 2023, though we intend to work vigorously to consummate the deal sooner. Our auditors have indicated the size of the business relative to FOMO will not trigger an audit requirement for the target. We made $15,000 non-refundable earnest payments towards closing. There is a $5,000 non-refundable equity component to the consideration for this transaction in the form of 5,000 Series B Preferred shares paid as a fee to extend the closing deadline to May 17, 2023.

On February 3, 2023, we signed a non-binding letter of intent (“LOI”) to acquire the assets of a USA-based learning management system (“LMS”) and training content provider for $400,000, including $150,000 cash, $150,000 in Series B Preferred stock, and a $100,000 earn-out plus incentive stock options for employees. Execution of a definitive agreement for the proposed transaction is required by May 31, 2023.

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.

On February 28, 2023, the Company issued 310,000,000 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.

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).

F-43

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are designed with an objective of ensuring that information required to be disclosed in our periodic reports filed with the Securities and Exchange Commission, such as this Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the time periods specified by the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, including our chief executive officer, to allow timely consideration regarding required disclosures.

The evaluation of our disclosure controls by our Chief Executive Officer (our principal executive, financial and accounting officer) included a review of the controls’ objectives and design, the operation of the controls, and the effect of the controls on the information presented in this Annual Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and all fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Also, projections of any evaluation of the disclosure controls and procedures to future periods are subject to the risk that the disclosure controls and procedures may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

As of the end of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer (our principal executive, financial and accounting officer), of the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934 as of the end of the period covered by this report. Based on that evaluation, our Principal Executive Officer and Principal Financial Officer have concluded that there were material weaknesses in our internal controls over Financial reporting as of December 31, 2022 and they were therefore not effective to ensure that information required to be disclosed by us in reports that we file or submit under the Securities Exchange Act of 1934 was recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms. The material weaknesses in our controls and procedure were failure to timely file tax returns, lack of formal documents such as invoices and consulting agreements, and lack of evidence for proper approval and review of disbursements. Management does not believe that any of these weaknesses materially affected the results and accuracy of its financial statements. However, in view of this discovery of such weaknesses, management has begun a review to improve them.

MANAGEMENT’S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING.

Management is responsible for establishing and maintaining adequate internal control over financial reporting for the company in accordance as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Our internal control over financial reporting is designed to provide reasonable assurance regarding the (i) effectiveness and efficiency of operations, (ii) reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles, and (iii) compliance with applicable laws and regulations. Our internal controls framework is based on the criteria set forth in the Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, 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.

Management’s assessment of the effectiveness of the small business issuer’s internal control over financial reporting is as of the year ended December 31, 2022. We believe that internal controls over financial reporting as set forth above shows some weaknesses and are not effective.

Notwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this Annual Report on Form 10-K fairly present, in all material respects, our financial condition, results of operations and cash flows as of and for the periods presented in accordance with U.S. generally accepted accounting principles

Under applicable rules of the Securities and Exchange Commission, as a “smaller reporting company” this Annual Report does not include an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting.

Item 9B. Other Information.

Not applicable.

PART III

Item 10. Directors, Executive Officers and Corporate Governance.

The following table sets forth the names and ages of the directors and executive officers of the Company as of the date of this Annual Report and the principal offices and positions with the Company held by each person. There are no family relationships among any of the directors and executive officers.

Name		Age		Position(s)
Vikram Grover		53		Chairman, CEO, President, CFO, Secretary

Vikram Grover has 25 years-experience on Wall Street as an equity research analyst, investment banker and consultant that has been advising, financing, and launching businesses for several years. He has worked at Thomas Weisel Partners Group, Inc. (now Stifel Nicolaus), Needham & Co., Source Capital Group, Inc. and Kaufman Bros., LLC in various capacities ranging from Director of Research, Senior Managing Director Investment Banking, and Managing Director Equity Research covering Telecommunications, Media, and Technology (TMT) companies. Prior to FOMO WORLDWIDE, INC., he was CEO of the first publicly traded eSports social site and tournament platform, Good Gaming. He was introduced to Charles Szoradi, the founder of Purge Virus three years ago. Mr. Grover has a Master of Science in Management (“MSM”) from the Georgia Institute of Technology (“Georgia Tech”), a BA in Marketing from the University of California San Diego (“UCSD”) and is a Chartered Financial Analyst (“CFA”).

The Company currently maintains an Advisory Board comprised of several individuals with technology, finance, and various industry experience.

Term of Office

All directors listed above will remain in office until the next annual meeting of our stockholders, and until their successors have been duly elected and qualified or until removed from office in accordance with our bylaws. There are no agreements with respect to the election of Directors. Other than stock options of various amounts, we have not compensated our directors for service on our Board of Directors, any committee thereof, or reimbursed for expenses incurred for attendance at meetings of our Board of Directors and/or any committee of our Board of directors. Executive Officers serve at the discretion of our Board of Directors. We do not have any standing committees. Our Board of Directors may in the future determine to pay directors’ fees and reimburse directors for expenses related to their activities.

Code of Ethics

As of the date of this Report, the Company has adopted a Code of Ethics applicable to our principal executive officer and principal financial officer.

Item 11. Executive Compensation.

Other than an employment agreement with our CEO Vikram Grover (below), we have not entered into employment agreements with our executive officers and their compensation, if any, is determined at the discretion of our Board of Directors.

We do not offer retirement benefit plans to our executive officers, nor have we entered any contract, agreement, plan, or arrangement, whether written or unwritten, that provides for payments to a named executive officer at, or in connection with, the resignation, retirement or other termination of a named executive officer, or a change in control of the company or a change in the named executive officer’s responsibilities following a change in control. We do not have any standard arrangement for compensation of our directors for any services provided as director, including services for committee participation or for special assignments.

The Company does not have a compensation committee. Given the nature of the Company’s business, its limited stockholder base and the current composition of management, the board of directors does not believe that the Company requires a compensation committee at this time.

The following table summarizes all compensation recorded by us in 2022 and 2021 for our Chief Executive Officer, who is are only executive officer.

SUMMARY COMPENSATION TABLE

Name and Principal Position	Year		Salary ($)		Bonus ($)		Stock Awards ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation ($)		All Other Compensation ($)		Total ($)

Vikram Grover, CEO		2022		150,000		0		0		0		0		0		0		150,000
		2021		150,000		0		0		200,000		0		0		0		350,000

Employment Agreement

The Company has an employment agreement with its Chief Executive Officer, Vikram Grover, compensating him $12,500 per month, including $5,000 in cash compensation if the Company is not current and $7,500 in cash compensation if current with its Exchange Act, with the balance due in restricted Series B Preferred shares. During he year ended December 31, 2022, the Company paid $52,499 and accrued $97,401 in compensation. During 2021, Mr. Grover converted all accrued compensation into Series B Preferred shares, leaving amounts due to him on December 31, 2021 at $0.00.

Stock Option Plan

We do not have a stock option plan although we may adopt one or more such plans in the future.

Employee Pension, Profit Sharing, or other Retirement Plans

We do not have a defined benefit, pension plan, profit sharing or other retirement plan, although we may adopt one or more of such plans in the future.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

The following table sets forth, as of the date of this Annual Report, certain information with respect to the Company’s common stock owned of record or beneficially by (a) each director and executive officer of the Company; (b) each person who owns beneficially more than five percent (5%) of each class of the Company’s outstanding common stock; and (c) all directors and executive officers as a group. The address of each of these individuals are c/o the Company, 831 W North Ave., Pittsburgh, PA 15233.

Title of Class

Name and Address of Beneficial Owner

Amount and
Nature of

Beneficial
Ownership⁽¹⁾

Percent of

Class ⁽²⁾

Common Stock

Vikram Grover

2,149,815,000

15.0

Common Stock

All Directors and Officers as a Group (1 person)

2,149,815,000

15.0

⁽¹⁾

Represents shares of common stock issuable upon conversion of Series A, B and C Preferred Shares. Holders of Series A, B and C Preferred Shares vote on all matters presented to stockholders for a vote on an “as converted” basis together with our common stock as a single class, except as required by law.

⁽²⁾

Unless otherwise indicated, based on 8,620,188,088 shares of common stock issued and outstanding as of the date of this Annual Report. Shares of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes of computing the percentage of the person holding such options or warrants but are not deemed outstanding for the purposes of computing the percentage of any other person.

Item 13. Certain Relationships and Related Transactions and Director Independence.

Related Party Transactions

None.

Director Independence

Our Common Stock is not quoted or listed on any national exchange or interdealer quotation system with a requirement that a majority of our board of directors be independent and therefore, the Company is not subject to any director independence requirements. Under NASDAQ Rule 5605(a)(2)(A), a director is not considered to be independent if he or she is also an executive officer or employee of the corporation. Under such definition our three officers and directors would not be considered an independent director.

Item 14. Principal Accountant Fees and Services.

Urish Popeck LLC, is our independent registered public accounting firm for the year ended December 31, 2022. Assurance Dimensions was our independent registered public accounting firm for the year ended December 31, 2021.

	Year ended December 31,
	2022		2021
Audit Fees	$	110,000	$	50,000

Audit-Related Fees	$	-0-	$	5,000

Tax Fees	$	-0-	$	-0-

All Other Fees	$	-0-	$	-0-

Pre-Approval Policy

Our Board preapproved all services provided by our independent registered public accounting firm. For any non-audit or non-audit related services, the Board must conclude that such services are compatible with their independence as our independent registered public accounting firm.

PART IV

Item 15. Financial Statements and Exhibits.

(a)

The following documents are filed as part of this Report:

(1)

Financial Statements. The following consolidated financial statements and the report of our independent registered public accounting firm, are filed as “Item 8. Financial Statements and Supplementary Data” of this Report:

Reports of Independent Registered Public Accounting Firms (PCAOB ID: 1013)

Reports of Independent Registered Public Accounting Firms (PCAOB ID: 5525)

Consolidated Balance Sheets as of December 31, 2022 and 2021

Consolidated Statements of Operations for the years ended December 31, 2022 and 2021

Consolidated Statements of Stockholders’ Deficiency for the years ended December 31, 2022 and 2021

Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021

Notes to Consolidated Financial Statements December 31, 2022 and 2021

(2)

Financial Statement Schedules

None.

(3) Exhibits

Exhibit No.		Description

2.1*		Plan and Agreement of Reorganization dated as of January 30, 2014, among the Company, 2050 Motors and the 2050 Motors Shareholders.

3.1**		Articles of Incorporation

3.2**		Articles of Amendment

3.3**		Amended and Restated By-laws December 16, 2019

10.1**		Convertible Note Between the Company and Auctus Fund LLC dated January 6, 2017

10.2**		Convertible Note Between the Company and JSJ Investments dated April 25, 2017

10.3**		Convertible Note and Warrant Agreement Between the Company and Crown Bridge Partners LLC September 15, 2017

10.4**		Convertible Note Between the Company and LG Capital Funding, LLC dated November 14, 2017

10.5**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated January 24, 2018

10.6**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated February 22, 2018

10.7**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated April 11, 2018

10.8**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated April 27, 2018.

10.9**		Convertible Note Between the Company and Jabro Funding Corp. dated July 23, 2018

10.10**		Convertible Note Between the Company and Jabro Funding Corp. dated October 1, 2018

10.11**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated November 1, 2018

10.12**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated March 8, 2019

10.13**		Convertible Note Between the Company and Tri-Bridge Ventures LLC dated March 15, 2019

10.14**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated July 9, 2019

10.15**		Convertible Note Between the Company and GS Capital Partners LLC dated September 6, 2019

10.16**		Convertible Note Between the Company and GS Capital Partners LLC dated November 12, 2019

10.17**		Convertible Note Between the Company and Power Up Lending Group Ltd. dated November 14, 2019

10.18**		Convertible Note Between the Company and Auctus Fund LLC dated October 28, 2020

10.19**		Definitive Acquisition Agreement Between the Company and Purge Virus, LLC September 29, 2020

10.20**		FOMO WORLDWIDE, INC. – Purge Virus, LLC Reps and Warranties October 18, 2020

10.21**		Convertible Debenture Loan Agreement with GS Capital – January 20, 2021

10.22**		Convertible Loan Agreement Power Up Lending – April 8, 2021

10.23**		Convertible Loan Agreement Power Up Lending – May 10, 2021

10.24**		Convertible Loan Agreement GS Capital – June 25, 2021

10.25**		Convertible Loan Agreement Power Up Lending – September 22, 2021

31.1***		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the Securities and Exchange Act of 1934, as Amended.

32.1***		Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Link base Document

101.DEF		Inline XBRL Taxonomy Extension Definition Link base Document

101.LAB		Inline XBRL Taxonomy Extension Label Link base Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Link base Document

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

*	Incorporated by reference to the Company’s Form 8-K as filed with the SEC on February 5, 2014.

**	Incorporated by reference to the Company’s Registration Statement on Form 10’s as filed with the SEC on October 30, 2012, July 19, 2019 and December 7, 2020 (amended December 8, 2020). And by reference to Company’s Form 10K filed December 31, 2020 and the Company’s 8K filed October 7, 2020. Filed by reference to Form 10-Q for the three months ended March 31, 2021 filed on EDGAR on May 24, 2021 and Form 10-Q for six months ended June 30, 2021 filed on EDGAR on August 16, 2021.

***	Filed herewith.

Item 16. Form 10-K Summary

None.

SIGNATURES

In accordance with the Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on the 14^th day of April 2023.

	FOMO WORLDWIDE, INC.

	By:	/s/ Vikram Grover
		Vikram Grover, Chief Executive Officer and sole Director (Principal Executive, Financial and Accounting Officer)