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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~Form~~ FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March ~~September 30~~31, ~~2023~~2024

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

For the transition period from ______________ to ______________

Commission File No. 001-13126

FOMO WORLDWIDE, INC.

(Exact name of registrant as specified in its charter)

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

~~831 W~~625 ~~North~~Stanwix ~~Ave~~St. #2504, Pittsburgh, PA ~~15233~~15222

(Address of principal executive offices)

(630) 708-0750

(Registrant’s telephone number, including area code)

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

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

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

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

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

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

Large Accelerated Filer ☐[ ] Accelerated Filer ☐[ ] Non-Accelerated Filer ☐[ ] Smaller reporting company ☒[X] 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 ☒ [X]

There ~~were~~ 9were 112,~~908~~745,~~876,920~~800 shares of common stock, no par value, of the Registrant issued and outstanding as of ~~November~~July 2117, ~~2023~~2024 with a market value of $450,983.

EXPLANATORY NOTE

This Form 10-Q is not reviewed and being filed without being reviewed by the Company’s Independent Registered Public Accounting Firm. We have engaged a PCAOB audit firm Boladale Lawal & Co., of Lagos, Nigeria and intend to file reviewed results under Form 10-Q/A in the near future.

FOMO WORLDWIDE, INC.

QUARTERLY REPORT ON FORM 10-Q FOR THE QUARTER ENDED ~~SEPTEMBER~~MARCH 3031, ~~2023~~2024

TABLE OF CONTENTS

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements:	3
Condensed Consolidated Balance Sheets as of September 30, 2023 (unaudited) and December 31, 2022	4
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (unaudited)	4
Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	5
Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2024 and 2023 (unaudited)	5
Condensed Consolidated Statement of Stockholders’ Deficit for Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	6
Condensed Consolidated Statement of Stockholders’ Deficit for Three Months ended March 31, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (unaudited)	8
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited)	7
Notes to Condensed Consolidated Financial Statements (unaudited)	98
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	3626
Item 3. Quantitative and Qualitative Disclosures About Market Risk	4131
Item 4. Controls and Procedures	4131
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	4232
Item 1A. Risk Factors	4232
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	4232
Item 3. Defaults Upon Senior Securities	4232
Item 4. Mine Safety Disclosures	4232
Item 5. Other Information	4232
Item 6. Exhibits	4233
SIGNATURES	4333
EXHIBIT INDEX

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FOMO WORLDWIDE, INC.

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets, September 30, 2023 (unaudited) and December 31, 2022	4
Condensed Consolidated Balance Sheets, March 31, 2024 and December 31, 2023 (unaudited)	4
Condensed Consolidated Statements of Operations for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	5
Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2024 and 2023 (unaudited)	5
Condensed Consolidated Statements of Stockholders’ Deficit (unaudited) for the Three and Nine Months ended September 30, 2023 and 2022 (unaudited)	6
Condensed Consolidated Statements of Stockholders’ Deficit for the Three Months ended March 31, 2024 and 2023 (unaudited)	6
Condensed Consolidated Statements of Cash Flows for the Nine Months ended September 30, 2023 and 2022 (unaudited)	8
Condensed Consolidated Statements of Cash Flows for the Three Months ended March 31, 2024 and 2023 (unaudited)	7
Notes to Condensed Consolidated Financial Statements (unaudited)	98

FOMO WORLDWIDE, INC and Subsidiaries

Consolidated Balance Sheets

(Unaudited)

		September 30, 2023				December 31, 2022
		March 31, 2024			December 31, 2023
Assets
Current Assets
Cash	$	$10,008	~~2,477~~	$	4,430	$	~~96,954~~
Accounts receivable - net		259,586	~~595,200~~		359,008		~~1,682,654~~
Loan receivable - related party		-	~~45,319~~		38,807		~~45,261~~
Inventory - net		84,269	~~216,627~~		69,982		~~382,457~~
Prepaids and other		8,267	~~18,267~~		8,267		~~9,458~~
Total Current Assets		362,130	~~877,890~~		480,494		~~2,216,784~~
Property and equipment - net		3,012	~~76,162~~		3,232		~~80,844~~
Operating lease - right-of-use asset			230,153				281,937
Investments		498,709			694,400
Intangible assets			465,539				514,476
Total Assets	$	863,851		$	1,178,126
Goodwill			350,110				350,110
Liabilities and Stockholders’ Equity (Deficit)
Investments			542,406				140,006
Current Liabilities
Total Assets		$	2,542,260			$	3,584,157
Bank overdraft	$	204		$	204
Liabilities and Stockholders’ Equity (Deficit)
Accounts payable and accrued expenses		1,397,615			1,441,803
Current Liabilities
Accounts receivable credit facility		1,094,281			1,046,828
Accounts payable and accrued expenses		$	1,410,437			$	1,657,084
Deferred revenue		48,790			59,896
Accounts receivable credit facility			1,183,334				1,276,467
Warranty reserve		5,010			5,010
Operating lease liability			64,836				63,556
Loans payable - related parties		5,903			5,588
Deferred revenue			118,639				578,354
Convertible notes payable - net		238,822			214,750
Warranty reserve			5,510				-
Loans payable- other		688,522			720,396
Loans payable - related parties			5,238				25,048
Preferred dividend payable		327,379			289,518
Convertible notes payable - net			240,000				645,006
Derivative liabilities		412,032			398,164
Loans payable- other			685,521				243,692
Total Current Liabilities		4,218,558			4,182,157
Preferred dividend payable			248,936				171,646
Long Term Liabilities
Derivative liabilities			426,172				981,766
Loans payable - related parties		141,230			116,443
Total Current Liabilities			4,388,623				5,642,619
Total Long-Term Liabilities		141,230			116,443
Long Term Liabilities
Total Liabilities		4,359,788			4,298,600
Loans payable - related parties			204,018				284,480
Commitments and Contingencies (Note 10)
Convertible notes payable - related party - net			-				-
Stockholders’ Equity (Deficit)
Operating lease liability			179,232				227,701
Preferred stock, Class A, $0.0001 par value, 78,000,000 shares designated,
Total Long-Term Liabilities			383,250				512,181
24,729,492 and 5,750,000 shares issued and outstanding, respectively		2,493			2493
Total Liabilities			4,771,873				6,154,800
Preferred stock, Class B, $0.0001 par value, 20,000,000 shares designated,
Commitments and Contingencies (Note 10)			-				-
6,083,316 and 5,289,982 shares issued and outstanding, respectively		561			624
Stockholders’ Equity (Deficit)
Preferred stock, Class C, $0.0001 par value, 2,000,000 shares designated,
Preferred stock, Class A, $0.0001 par value, 78,000,000 shares designated, 24,729,492 and 5,750,000 shares issued and outstanding, respectively			2,473				575
1,000,000 and 1,000,000 shares issued and outstanding, respectively		100			100
Preferred stock, Class B, $0.0001 par value, 20,000,000 shares designated, 6,083,316 and 5,289,982 shares issued and outstanding, respectively			608				529
Common stock, no par value, unlimited shares authorized
Preferred stock, Class C, $0.0001 par value, 2,000,000 shares designated, 1,000,000 and 1,000,000 shares issued and outstanding, respectively			100				100
99,088,761 and 86,201,881 shares issued and outstanding, respectively		9,567,133			9,533,145
Preferred stock value			100				100
Additional paid-in capital		13,149,918			13,143,055
Common stock, no par value, 20,000,000,000 shares authorized 9,908,876,920 and 8,620,188,088 shares issued and outstanding, respectively			9,429,968				9,023,334
Accumulated deficit		(26,216,142)			(25,799,891)
Additional paid-in capital			13,120,791				12,503,100
Total Stockholders’ Equity (Deficit)		(3,495,937)			(3,120,474)
Accumulated deficit			(24,783,553	)			(24,098,281	)
Total Liabilities and Stockholders’ Equity (Deficit)	$	863,851		$	1,178,126
Total Stockholders’ Equity (Deficit)			(2,229,613	)			(2,570,643	)
Total Liabilities and Stockholders’ Equity (Deficit)		$	2,542,260			$	3,584,157

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

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

		2023				2022			2023			2022
	For the Three Months Ended March 31,
		For the Three Months							For the Nine Months
	2024			2023
		Ended September 30,							Ended September 30,
Sales - net	$	156,006		$	552,328
		2023				2022			2023			2022
Cost of sales		83,789			397,571
Sales - net		$	608,627			$	955,433		$	2,060,282		$	4,436,352
Gross profit		72,217			154,757
Cost of sales			479,423				885,337			1,568,678			4,074,424
General and administrative expenses		129,422			550,866
Gross profit			129,204				70,096			491,604			361,928
Total operating expenses		129,422			550,866
General and administrative expenses			261,110				364,490			1,222,641			2,045,799
Loss from operations		(57,205)			(396,109)
Loss from operations			(131,906	)			(294,394	)		(731,037	)		(1,683,871	)
Other income (expense)
Other income (expense)
Interest expense		(58,881)			(233,213)
Interest expense			(61,101	)			(116,989	)		(547,263	)		(364,161	)
Amortization of debt discount		(1,322)			(31,200)
Amortization of debt discount			-				(166,906	)		(31,200	)		(519,598	)
Change in fair value of derivative liabilities		(13,868)			(3,455,406)
Change in fair value of derivative liabilities			381,332				176,907			(122,640	)		160,082
Gain on debt extinguishment		3,200			-
Derivative expense			-				-			-			(194,887	)
Loss on debt extinguishment		(13,595)			-
Gain on debt extinguishment (derivative liabilities – convertible debt)			110,654				125,698			858,580			226,391
Unrealized gain (loss) on investment		(236,719)			326,826
Loss on debt extinguishment			(7,511	)			14,484			(409,805	)		(199,103	)
Other expenses		-			-
Change in fair value of marketable equity securities			-				(67,330	)		375,383			(646,237	)
Total other expense - net		(321,185)			(3,392,993)
Total other expense - net			423,374				(34,136	)		123,055			(1,537,513	)
Net income (loss)	$	(378,390)		$	(3,789,102)
Net income (loss)		$	291,468			$	(328,530	)	$	(607,982	)	$	(3,221,384	)
Preferred stock dividends		(37,861)			(21,131)
Preferred stock dividends			(28,299	)			(47,834	)		(77,290	)		(140,726	)
Net loss available to common shareholders		(416,251)			(3,810,233)
Net loss available to common shareholders			263,169				(376,364	)		(685,272	)		(3,362,110	)
Loss per share - basic and diluted	$	(0.00)		$	(0.05)
Loss per share - basic and diluted		$	0.00			$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted average number of shares - basic and diluted		105,755,939			83,088,894
Weighted average number of shares - basic and diluted			9,508,302,560				8,105,085,037			9,075,956,200			8,163,793,255

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

FOMO WORLDWIDE, INC and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

For the ~~Nine~~Three Months Ended ~~September~~March 3031, ~~2023~~2024

(Unaudited)

	Preferred Stock - Class A	~~Preferred Stock - Class A~~			Preferred Stock - Class B				~~Preferred Stock - Class B~~	Preferred Stock - Class C				Common Stock	~~Preferred Stock - Class C~~							~~Common Stock~~		Total			~~Additional Paid-in~~		~~Accumulated~~			~~Total Stockholders’ Equity~~
					Amount				Shares			Amount			Shares			Amount				Shares			Amount		Capital		Deficit			(Deficit)
																		Additional						Stockholders’
December 31, 2022			5,750,000		$	575				5,289,982		$	529			1,000,000		$	100				8,620,188,088		$	9,023,334	$	12,503,100	$	(24,098,281	)	$	(2,570,643	)
																		Paid-in			Accumulated			Equity
Issuance of stock for services										10,000			1															999		-			1,000
	Shares			Amount	Shares			Amount		Shares		Amount		Shares		Amount		Capital			Deficit			(Deficit)
Warrants issued for services - related party																												32,309					32,309
December 31, 2023	24,929,492		$	2,493	6,242,816		$	624		1,000,000	$	100		104,000,514	$	9,533,145	$	13,143,055		$	(25,799,891)		$	(3,120,474)
Preferred dividends																														(21,131	)		(21,131	)
Issuance of Series B preferred stock in conversion of accounts payable	-			-	100,000			10		-		-		-		-		6,790			-			6,800
Net loss			-			-				-			-			-			-				-			-		-		(3,789,102	)		(3,789,102	)
Issuance of stock in conversion of debt and accrued interest	-			-	-			-		-		-		3,398,802		33,988		-			-			33,988
March 31, 2023			5,750,000		$	575				5,299,982		$	530			1,000,000		$	100				8,620,188,088		$	9,023,334	$	12,536,408	$	(27,908,514	)	$	(6,347,567	)
Return and cancellation of Series B preferred stock	-			-	(725,000)			(73)		-		-		-		-		73			-			-
Issuance of Series B preferred stock for services										100,000			10															49,990					50,000
Preferred dividends	-			-	-			-		-		-		-		-		-			(37,861)			(37,861)
Conversion of Accrued Salary to Series A Preferred shares			3,333,333			333																						66,334					66,667
Net loss	-			-	-			-		-		-		-		-		-			(378,390)			(378,390)
Conversion of Accrued Salary to Series B Prefereed shares										333,334			33															149,967					150,000
March 31, 2024	24,929,492		$	2,493	5,617,816		$	561		1,000,000	$	100		107,399,316	$	9,567,133	$	13,149,918		$	(26,216,142)		$	(3,495,937)
Conversion of accrued salary to common stock																							254,166,667			25,750							25,750
Conversion of Related Party Loan to Common Shares																							50,000,000			50,000							50,000
Conversion of convertible debt and accrued interest to common stock			-			-				-			-			-			-				422,711,666			211,356		-		-			211,356
Conversion of convertible debt to Series A Preferred Stock			15,646,159			1,565				-			-			-			-				-			-		233,127		-			234,692
Preferred dividends																														(27,860	)		(27,860	)
Net Loss																														2,889,652			2,889,652
June 30. 2023			24,729,492		$	2,473				5,733,316		$	573			1,000,000		$	100				9,347,066,421		$	9,310,440	$	13,035,826	$	(25,046,722	)	$	(2,697,310	)
Issuance of Series B preferred stock for services										275,000			28															77,472					77,500
Conversion of Accrued Salary to Series B Prefereed shares										75,000			7															7,493					7,500
Conversion of accrued salary to common stock																							92,916,666			25,750							25,750
Conversion of convertible debt and accrued interest to common stock			-			-				-			-			-			-				468,893,833			93,778		-		-			93,778
Preferred dividends																														(28,299	)		(28,299	)
Net Loss																														291,468			291,468
September 30, 2023			24,729,492		$	2,473				6,083,316		$	608			1,000,000		$	100				9,908,876,920		$	9,429,968	$	13,120,791	$	(24,783,553	)	$	(2,229,613	)

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

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statements of ~~Changes~~Cash ~~in Stockholders’ Deficit~~Flows

~~For the Nine Months Ended September 30, 2022~~(Unaudited)

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Operating activities
Net loss	$	(378,390)	$	(3,789,102)
Adjustments to reconcile net loss to net cash used in operations
Warrants issued for services		-		1,000
Warrants issued for service - related party		-		32,309
Amortization of debt discount		1,322		31,200
Amortization of operating lease - right-of-use asset		-		17,261
Depreciation and amortization expense		220		7,873
Change in fair value of derivative liabilities		13,868		3,455,406
Gain on debt extinguishment		(3,200)		-
Loss on debt extinguishment		13,595		-
Change in fair value of marketable equity securities		236,719		(326,826)
Changes in operating assets and liabilities
(Increase) decrease in
Accounts receivable		99,422		767,837
Prepaids and other		-		1,191
Inventory		(14,287)		120,016
Increase (decrease) in
Accounts payable and accrued expenses		(31,045)		(393,331)
Deferred revenue		(11,106)		(303,107)
Warranty Reserve		-		5,510
Operating lease liability		-		(15,417)
Net cash used in operating activities		(72,882)		(388,180)

Investing activities
Repayment - loan receivable - related party		(2,221)		(14,689)
Net cash provided by investing activities		(2,221)		(14,689)

Financing investing
Proceeds from loans payable		-		368,800
Proceeds from loans payable - related party		58,616		3,090
Proceeds from issuance of convertible notes		40,000		-
Proceeds from loans payable		6,620		-
Repayment of loans payable		(38,494)		(106,721)
Repayments of loans payable - related parties		(33,514)		(3,900)
Proceeds from draw downs on accounts receivable credit facility		238,123		1,112,819
Repayment on accounts receivable credit facility		(190,670)		(949,024)
Net cash provided by financing activities		80,681		425,064

Net increase (decrease) in cash		5,578		22,195

Cash - beginning of period		4,430		96,954

Cash - end of period	$	10,008	$	119,149

Supplemental disclosure of cash flow information
Cash paid for interest	$	48,409	$	198,028
Cash paid for income tax	$	-	$	-

Supplemental disclosure of non-cash investing and financing activities
Issuance of Series B preferred stock in conversion of accounts payable	$	6,800	$	-
Issuance of common shares in conversion of debt and accrued interest	$	33,988	$	-
Preferred stock dividends	$	37,861	$	21,131

	Preferred Stock - Class A				Preferred Stock - Class B						Preferred Stock - Class C				Common Stock				Additional Paid-in		Accumulated			Total Stockholders’ Equity
	Shares		Amount		Shares			Amount			Shares		Amount		Shares		Amount		Capital		Deficit			(Deficit)
December 31, 2021		5,750,000	$	575		5,249,982		$	525			1,000,000	$	100		7,177,931,757	$	8,631,776	$	11,301,942	$	(20,245,145	)	$	(310,227	)
Issuance of stock in cashless exercise of warrants		-		-		-			-			-		-		437,500,000		-		-		-			-
Issuance of stock for services		-		-		650,000			65			-		-		-		-		534,935		-			535,000
Acquisition of Smart Solutions Technologies, Inc. - net of broker fees		-		-		1,000,000			100			-		-		-		-		699,900		-			700,000
Issuance of stock in conversion of debt and accrued interest		-		-		-			-			-		-		301,448,152		310,059		-		-			310,059
Conversion of Series B preferred stock into common stock		-		-		(60,000	)		(6	)		-		-		60,000,000		-		6		-			-
Warrants issued for services		-		-		-			-			-		-		-		-		209,713		-			209,713
Warrants issued for services - related party		-		-		-			-			-		-		-		-		13,981		-			13,981
Reclassification of financial instruments that ceased to be derivative liabilities (warrants)		-		-		-			-			-		-		-		-		325,000		-			325,000
Preferred stock dividends		-		-		-			-			-		-		-		-		-		(45,059	)		(45,059	)
Net loss		-		-		-			-			-		-		-		-		-		(1,825,808	)		(1,825,808	)
March 31, 2022		5,750,000		575		6,839,982			684			1,000,000		100		7,976,879,909		8,941,835		13,085,477		(22,116,012	)		(87,341	)
Issuance of stock in cashless exercise of warrants		-		-		-			-			-		-		208,333,333		-		-		-			-
Conversion of Series B preferred stock into common stock						(250,000	)		(25	)						250,000,000		25							-
Reclassification of financial instruments that ceased to be derivative liabilities (warrants)		-		-		-			-			-		-		-		-		100,000		-			100,000
Preferred stock dividends		-		-		-			-			-		-		-		-		-		(47,833	)		(47,833	)
Net loss		-		-		-			-			-		-		-		-		-		(1,067,046	)		(1,067,046	)
June 30, 2022		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,230,891	)	$	(1,102,220	)
Balance		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,230,891	)	$	(1,102,220	)
Preferred stock dividends		-		-		-			-			-		-		-		-		-		(47,834	)		(47,834	)
Net loss		-		-		-			-			-		-		-		-		-		(328,530	)		(328,530	)
September 30, 2022		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,607,255	)	$	(1,478,584	)
Balance		5,750,000	$	575		6,589,982		$	659			1,000,000	$	100		8,435,213,242	$	8,941,860	$	13,185,477	$	(23,607,255	)	$	(1,478,584	)

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

~~The accompanying notes are an integral part of these unaudited consolidated financial statements.~~7

7FOMO WORLDWIDE, INC AND SUBSIDIARIES

~~FOMO WORLDWIDE,~~NOTES ~~INC.~~TO ~~and~~CONDENSED ~~Subsidiaries~~CONSOLIDATED FINANCIAL STATEMENTS

~~Consolidated Statements~~MARCH of31, ~~Cash Flows~~2024

~~(Unaudited)~~UNAUDITED

	2023			2022
	Ended September 30,
	2023			2022
Operating activities
Net loss	$	(607,982	)	$	(3,221,384	)
Adjustments to reconcile net loss to net cash used in operations
Stock based compensation		128,500			535,000
Warrants issued for services		-			209,713
Warrants issued for service - related party		32,309			13,981
Amortization of debt discount		31,200			519,598
Amortization of operating lease - right-of-use asset		51,784			46,030
Depreciation and amortization expense		53,619			4,216
Change in fair value of derivative liabilities		122,640			(160,082	)
Bad debt expense		-			-
Gain on debt extinguishment		(858,580	)		(226,391	)
Loss on debt extinguishment		409,805			199,103
Derivative expense		-			194,887
Change in fair value of marketable equity securities		(375,383	)		646,237
Changes in operating assets and liabilities
(Increase) decrease in
Accounts receivable		1,087,454			(634,578	)
Prepaids and other		(8,809	)		(53,534	)
Inventory		165,830			(1,529,074	)
Increase (decrease) in
Accounts payable and accrued expenses		(96,819	)		982,538
Deferred revenue		(459,715	)		1,654,133
Warranty Reserve		5,510
Operating lease liability		(47,189	)		(38,622	)
Net cash used in operating activities		(365,826	)		(858,229	)
Investing activities
Cash acquired in acquisition of Smart Solutions Technologies, Inc.		-			223,457
Purchase of property and equipment		-			(4,408	)
Proceeds from sales of securities - net of purchases		-			(41,781	)
Repayment - loan receivable - related party		-			13,825
Advance - loan receivable - related party		(27,075	)		(101,152	)
Net cash provided by investing activities		(27,075	)		89,941
Financing investing
Proceeds from loans payable		939,856			266,000
Proceeds from loans payable - related party		40,091			-
Proceeds from issuance of convertible notes		-			378,750
Proceeds from issuance of convertible note - related party		-			195,000
Repayment of loans payable		(498,026	)		(133,016	)
Repayments of notes payable - government - SBA		-			(150,000	)
Repayments of loans payable - related parties		(90,363	)		(233,914	)
Repayment of notes payable		-			(647,528	)
Proceeds from draw downs on accounts receivable credit facility		1,976,026			4,184,344
Repayment on accounts receivable credit facility		(2,069,160	)		(3,042,024	)
Net cash provided by financing activities		298,424			817,612
Net increase (decrease) in cash		(94,477	)		49,324
Cash - beginning of period		96,954			94,224
Cash - end of period	$	2,477		$	143,548
Supplemental disclosure of cash flow information
Cash paid for interest	$	475,938		$	76,638
Cash paid for income tax	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Issuance of Preferred B shares to acquire businesses	$	-		$	700,000
Debt discount recorded in connection with derivative liability	$	-		$	66,851
Issuance of Series A preferred shares in conversion of debt and accrued interest		234,692
Issuance of common shares in conversion of debt and accrued interest	$	211,356		$	166,850
Conversion of Class B preferred stock into common stock	$	-		$	31
Conversion of Related Party Loan to Common Shares	$	50,000		$	-
Conversion of Accrued salary to common stock	$	51,500		$	-
Conversion of Accrued Salary to Series A Preferred shares		66,667
Conversion of Accrued Salary to Series B Preferred shares		157,500
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants)	$	-		$	425,000
Preferred stock dividends	$	77,290		$	-
Common stock issued for debt	$	-		$	-
Right-of-use asset obtained in exchange for new operating lease liability					345,229

Note 1 - Organization and Nature of Operations

~~The accompanying~~Organization ~~notes~~and ~~are an integral part~~ Nature of ~~these unaudited consolidated financial statements.~~Operations

8FOMO WORLDWIDE, INC. (“FOMO,” “we,” “our” or “the Company”), is a business incubator with subsidiaries focused on the sale of its smart board technology as well as related installation services. Additionally, the Company markets and sells clean air disinfection products.

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

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

~~SEPTEMBER~~On February 28, 2022, 30the Company acquired SMARTSolution Technologies, ~~2023~~LP and SMARTSolution Technologies, Inc. (together “SST”).

~~UNAUDITED~~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.

~~Note~~On June 21, 2023, the 1Company -established ~~Organization~~Diamond Technology Solutions LLC (“DTS”) in Pennsylvania. The Company intends DTS to offer education technology and ~~Nature~~services, ofincluding interactive ~~Operations~~flat panels, computer equipment, communications, security and access control products, and audio-visual solutions from U.S.-based vendors.

~~Organization~~On June 27, 2023, the ~~and~~Company ~~Nature~~assigned 100% of ~~Operations~~the operating assets, customer lists and data, and software systems and support contracts from SST to DTS. The transfer closed on October 1, 2023 but was reversed on June 4, 2024

~~FOMO WORLDWIDE,~~On ~~INC.~~August ~~(“FOMO~~3,” ~~“we~~2023,” ~~“our”~~the Company orapproved “the ~~Company”),~~transfer isof 100% aof ~~business~~the ~~incubator~~assets ~~with~~of EIC Wyoming to its ~~subsidiaries~~wholly ~~focused~~owned onsubsidiary ~~the~~Diamond ~~sale~~Solution ofTechnologies ~~its~~LLC ~~smart~~(“DTS”). ~~board~~These ~~technology~~assets include asEIC ~~well~~Wyoming’s asclean ~~related~~technology installation ~~services.~~group’s ~~Additionally~~employee contracts, vehicles, ~~the~~tools, ~~Company~~and equipment and intellectual property and websites used to ~~markets~~perform services for EIC contracts and ~~sells~~orders ~~clean~~as ~~air~~well ~~disinfection~~as ~~products~~for other vendors and markets in the United States.

On ~~May~~ 18April 1, ~~2021~~2024, ~~FOMO~~our holding ~~incorporated~~company ~~FOMO~~and ~~ADVISORS~~all ~~LLC,~~subsidiaries awere ~~Wyoming~~placed ~~limited~~into ~~liability~~receivership ~~company~~by the Court of Common Pleas of Allegheny County, asPA aat ~~wholly~~the ~~owned~~request ~~private~~of ~~merchant~~our ~~banking~~senior ~~subsidiary.~~secured ~~Currently,~~lender ~~this~~to ~~entity~~assess isour ~~inactive~~financial condition and wherewithal to fund operations.

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

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

Company Name	Incorporation Date			State of Incorporation
FOMO WORLDWIDE, INC. (“FOMO” or the “Company”)		1990			California
SMARTSolution Technologies, L.P. (“SST”)		1995	1		Pennsylvania
Energy Intelligence Center, LLC (“EIC”)		2021	2		Wyoming
Diamond Technology Solutions, LLC		2021	3		Wyoming

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.

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

On June 21, 2023, the Company established Diamond Technology Solutions LLC (“DTS”) in Pennsylvania. The Company intends DTS to offer education technology and services, including interactive flat panels, computer equipment, communications, security and access control products, and audio-visual solutions from U.S.-based vendors.8

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

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

~~The parent~~MARCH ~~(FOMO WORLDWIDE~~31, ~~INC.) and subsidiaries are organized as follows:~~2024

~~Schedule of Parent and Subsidiaries~~UNAUDITED

Company Name	Incorporation Date		State of Incorporation
FOMO WORLDWIDE, INC. (“FOMO” or the “Company”)	1990		California
SMARTSolution Technologies, Inc. (“SST”)	1995	1	Pennsylvania
Energy Intelligence Center LLC (“EIC”)	2021	2	Wyoming
Diamond Technology Solutions, LLC	2023	3	Wyoming

Note 2 - Summary of Significant Accounting Policies

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

Basis of Presentation

9The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements (“U.S. GAAP”) and with the instructions to Form 10-Q and Article 8 of Regulation S-X of the United States Securities and Exchange Commission (“SEC”). Accordingly, they do not contain all information and footnotes required by accounting principles generally accepted in the United States of America for annual financial statements.

~~FOMO~~In the opinion of the ~~WORLDWIDE~~Company’s management, ~~INC~~the ~~AND~~accompanying ~~SUBSIDIARIES~~unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of March 31, 2024 and the results of operations and cash flows for the periods presented. The results of operations for the three months ended March 31, 2024 are not necessarily indicative of the operating results for the full fiscal year or any future period.

~~NOTES~~These unaudited condensed TOconsolidated ~~CONDENSED~~financial ~~CONSOLIDATED~~statements ~~FINANCIAL~~should ~~STATEMENTS~~be read in conjunction with the financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the SEC.

~~SEPTEMBER~~Management acknowledges 30its responsibility for the preparation of the accompanying unaudited consolidated financial statements which reflect all adjustments, ~~2023~~consisting of normal recurring adjustments, considered necessary in its opinion for a fair statement of its consolidated financial position and the consolidated results of its operations for the periods presented.

~~UNAUDITED~~Reverse Stock Split

~~SMARTSolution~~On February 22, 2024, the Company ~~Technologies~~effectuated LPa ~~and~~1:100 ~~SMARTSolution~~reverse ~~Technologies,~~stock ~~Inc~~split. All ~~(together~~share ~~“SST”)~~and per share information has been retroactively updated to account for the reverse stock split.

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

~~Pursuant~~These consolidated tofinancial statements have been prepared in accordance with U.S. GAAP and include the ~~SPA,~~accounts ~~FOMO:~~of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

●Use ~~issued to Seller 1,000,000 shares~~ of its authorized but unissued Series B Preferred Shares; ● paid approximately $927,600 of SST’s indebtedness to the Seller and third parties; ● entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as SST’s Chief Executive Officer at an annual salary of $100,000; and ● as an incentive to retain SST’s other employees, issued to such employees, a total of 300,000,000 three-year common stock purchase warrants (the “Incentive Warrants”), each entitling the holder to purchase one share of SST common stock at an exercise price of $0.001 per share (subsequently reduced to $0.0005).Estimates

~~SST~~Preparing financial ~~has~~statements ~~been engaged~~ in ~~the~~conformity ~~education~~with ~~technology and services business for over 25 years~~U.S. ~~SST~~GAAP ~~markets~~requires ~~its~~management ~~systems~~ to ~~and~~make ~~installs these systems~~estimates ~~in elementary, middle~~ and ~~high~~assumptions ~~schools,~~that asaffect ~~well~~the asreported ~~colleges,~~amounts ~~universities,~~of ~~and~~assets ~~commercial facilities. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms~~ and ~~teachers~~liabilities ~~via personal computers, laptops, tablets,~~ and the ~~similar~~disclosure ~~devices.~~of ~~SST~~contingent ~~currently~~assets ~~markets its systems primarily in Pennsylvania, Ohio~~ and ~~West~~liabilities ~~Virginia,~~at ~~is in~~ the ~~process~~date of ~~expanding~~the ~~into~~financial ~~the~~statements ~~Alabama~~ and ~~Michigan~~revenues ~~markets~~ and ~~plans~~expenses toduring ~~expand~~the ~~further~~reported ~~throughout~~period. Actual ~~the~~results ~~United~~could ~~States~~differ asfrom ~~opportunities~~those ~~present~~estimates, ~~themselves~~and ~~either organically~~those orestimates ~~through~~may ~~strategic acquisitions~~be material.

AsSignificant estimates aduring ~~result of~~ the ~~growth~~three inmonths ~~remote~~ended ~~learning~~March ~~driven~~31, in2024 ~~part~~and by2023 ~~the COVID-19 pandemic~~ and ~~government~~the ~~funding~~year ~~including ESSER Funds (Elementary~~ended ~~Secondary~~December ~~School~~31, ~~Emergency~~2023, ~~Relief)~~respectively, ~~and~~include, ~~the~~allowance ~~CARES~~for ~~Act~~doubtful ~~(Coronavirus~~accounts ~~Aid,~~and other ~~Relief~~receivables, ~~and~~inventory ~~Economic~~reserves ~~Security)~~and classifications, ~~SST~~valuation ~~experienced a significant~~of ~~increase~~investments, invaluation ~~orders~~of ~~and~~loss ~~sales~~contingencies, invaluation ~~2022~~of ~~due~~derivative liabilities, tovaluation aof ~~backlog~~stock-based incompensation, ~~orders.~~uncertain Intax ~~2023~~positions, warranty ~~sales~~reserve, ~~have~~and ~~dropped~~the ~~back~~valuation toallowance ~~more~~on ~~historical~~deferred ~~levels~~tax assets.

The digital smartboards which form the key element of SST’s interactive audio-visual systems are primarily supplied by a leading manufacturer based in Canada, which is a subsidiary of a large multi-national company Hon Hai Precision Industry Co., Ltd., trading as Hon Hai Technology Group in China and Taiwan and Foxconn internationally. SST believes that its relationship with its supplier is stable, although there can be no assurance that if the relationship with the supplier was interrupted or otherwise adversely affected that an alternative source of supply at commercially reasonable cost would be available or that SST’s business would not be seriously harmed.9

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

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

~~See note~~MARCH 9.31, 2024

10UNAUDITED

~~FOMO WORLDWIDE,~~Risks ~~INC~~and ~~AND SUBSIDIARIES~~Uncertainties

~~NOTES~~The Company operates in TOan ~~CONDENSED~~industry ~~CONSOLIDATED~~that ~~FINANCIAL~~is ~~STATEMENTS~~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.

~~SEPTEMBER~~The 30Company has experienced, ~~2023~~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.

~~UNAUDITED~~Fair Value of Financial Instruments

~~Note~~The Company’s financial 2instruments, -including ~~Summary~~cash, accounts receivable, inventory, accounts payable and accrued expenses, loans payable and notes payable are carried at historical cost. At March 31, 2024 and December 31, 2023, respectively, the carrying amounts of ~~Significant~~these ~~Accounting~~instruments ~~Policies~~approximated their fair values because of the short-term nature of these instruments.

~~Basis~~Assets and liabilities ofmeasured ~~Presentation~~at fair value at March 31, 2024 and December 31, 2023 are as follows:

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

	March 31, 2024
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	-		498,709	$	-	$	498,709
Total Assets	$	-	$	498,709	$	-	$	498,709

Liabilities
Derivative liabilities	$	-			$	412,032	$	412,032
Total	$	-	$	-	$	412,032	$	412,032

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of September 30, 2023 and the results of operations and cash flows for the periods presented. The results of operations for the three and nine months ended September 30, 2023 are not necessarily indicative of the operating results for the full fiscal year or any future period.

	December 31, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	-		694,400	$	-	$	694,400
Total Assets	$	-	$	694,400	$	-	$	694,400

Liabilities
Derivative liabilities	$	-			$	398,164	$	398,164
Total	$	-	$	-	$	398,164	$	398,164

~~These~~Level 1 Investments ~~unaudited~~consist ~~condensed~~of ~~consolidated~~common ~~financial~~stock, ~~statements~~options, ~~should~~and bewarrants ~~read~~of inpublicly ~~conjunction~~traded ~~with~~companies which ~~the~~are ~~financial~~considered ~~statements~~to ~~and~~be ~~related~~highly ~~notes~~liquid ~~thereto included~~and ineasily ~~the~~tradeable. The Company’s ~~Annual~~also holds ~~Report~~Level on3 ~~Form~~investments ~~10-K~~in ~~for~~ the ~~year~~common ~~ended~~stock ~~December~~of ~~31,~~a ~~2022~~private ~~filed with the SEC~~company.

~~Principles~~Derivative liabilities ofare ~~Consolidation~~derived from certain convertible notes payable and warrants.

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.10

~~Use of~~FOMO ~~Estimates~~WORLDWIDE, INC AND SUBSIDIARIES

~~Preparing financial~~NOTES ~~statements~~TO inCONDENSED ~~conformity~~CONSOLIDATED ~~with~~FINANCIAL U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and revenues and expenses during the reported period. Actual results could differ from those estimates, and those estimates may be material.STATEMENTS

~~Significant estimates~~MARCH ~~during the nine months ended September 30, 2023 and the year ended December~~ 31, 2022, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of investments, valuation of goodwill and intangible assets, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation, estimated useful lives related to intangible assets and property and equipment, uncertain tax positions, warranty reserve, and the valuation allowance on deferred tax assets.2024

~~Risks and Uncertainties~~UNAUDITED

~~The Company~~Accounts 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.Receivable

~~The Company~~Allowance ~~has~~for ~~experienced,~~doubtful accounts ~~and~~at inMarch ~~the future expects to continue to experience~~31, ~~variability~~2024 ~~in sales~~ and ~~earnings.~~December ~~The factors expected to contribute to this variability include~~31, ~~among others~~2023, ~~(i)~~was ~~the cyclical nature of the industry~~$15,587 and ~~(ii) general~~$15,587, ~~economic~~respectively. ~~conditions~~For in the ~~various~~three ~~local~~months ~~markets~~ended inMarch ~~which~~31, ~~the~~2024 ~~Company~~and ~~competes~~2023, ~~including a potential general downturn in~~ the ~~economy,~~Company ~~and~~recorded ~~(iii)~~bad ~~the~~debt ~~volatility~~expense of ~~prices~~$0 and ~~in connection with the Company’s distribution of the product. These factors~~$670, ~~among others, make it difficult to project the Company’s operating results on a consistent basis~~respectively.

11The Company had the following concentrations at March 31, 2024 and December 31, 2023, respectively. All concentrations relate solely to the operations of SST.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

	Three Months Ended			Year Ended
Customer	March 31, 2024			December 31, 2023
A		23	%		39	%
B		15	%		17	%
C		-	%		13	%
Total		38	%		69	%

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Inventory

~~SEPTEMBER~~At March 31, 2024 and 30December 31, 2023 inventory consisted of:

UNAUDITED

Classification	March 31, 2024		December 31, 2023
Smart Boards	$	84,167	$	69,880
Clean Technology		102		102
Total Inventory	$	84,269	$	69,982

~~Fair~~The Company had the ~~Value~~following ofvendor ~~Financial~~purchase ~~Instruments~~concentrations at March 31, 2024 and 2023, respectively. All concentrations relate solely to the operations of SST.

The Company’s financial instruments, including cash, accounts receivable, inventory, accounts payable and accrued expenses, loans payable and notes payable are carried at historical cost. At September 30, 2023 and December 31, 2022, respectively, the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

	Three Months Ended March 31,
Customer	2023			2023
A		86	%		30	%
B		14	%		18	%
C					17	%
Total		100	%		65	%

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

~~Schedule~~The offollowing ~~Fair~~represents the ~~Value~~Company’s disaggregation of ~~Assets~~revenues for the three months ended March 31, 2024 and ~~Liabilities~~2023:

	September 30, 2023
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	6		477,400	$	65,000	$	542,406
Total Assets	$	6	$	477,400	$	65,000	$	542,406
Liabilities
Derivative liabilities	$	-		-	$	426,172	$	426,172
Total	$	-	$	-	$	426,172	$	426,172

	December 31, 2022
	Level 1		Level 2		Level 3		Total
Assets
Investments	$	75,006		-	$	65,000	$	140,006
Total Assets	$	75,006	$	-	$	65,000	$	140,006
Liabilities
Derivative liabilities	$	-		-	$	981,766	$	981,766
Total	$	-	$	-	$	981,766	$	981,766

FOMO WORLDWIDE, INC AND SUBSIDIARIES

~~Level 1~~NOTES ~~Investments~~TO ~~consist~~CONDENSED ofCONSOLIDATED ~~common~~FINANCIAL stock, options, and warrants of publicly traded companies which are considered to be highly liquid and easily tradeable. The Company also holds Level 2 investments in the preferred stock of a publicly traded company, whose values are derived as if converted from the public company’s common stock. .The Company also holds Level 3 investments in the common stock of a private company.STATEMENTS

~~Derivative liabilities~~MARCH ~~are~~31, ~~derived from certain convertible notes payable and warrants.~~2024

~~Accounts Receivable~~UNAUDITED

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

	Three Months Ended March 31,
	2024					2023
Revenue	Revenue		% of Revenues			Revenue		% of Revenues
Smart boards and installation	$	59,475		38	%	$	447,668		81	%
Installation services		96,531		62	%		104,660		19	%
Clean air technology products		-		-	%		-		-	%
Total Revenues	$	156,006		100	%	$	552,328		100	%

The Company had the following sales concentrations at ~~September~~March 3031, ~~2023~~2024 and ~~December 31~~2023, ~~2022,~~ respectively. All concentrations relate solely to the operations of SST.

	Three Months Ended March 31,
Customer	2024			2023
A		25	%		28	%
B		18	%		16	%
Total		43	%		44	%

~~FOMO WORLDWIDE,~~Advertising ~~INC AND SUBSIDIARIES~~Costs

~~NOTES~~The Company recognized $0 and TO$5,978 in ~~CONDENSED~~marketing ~~CONSOLIDATED~~and ~~FINANCIAL~~advertising ~~STATEMENTS~~costs during the three months ended March 31, 2024 and 2023.

~~SEPTEMBER~~Basic and Diluted ~~30,~~Earnings ~~2023~~(Loss) per Share

~~UNAUDITED~~The following potentially dilutive equity securities outstanding as of March 31, 2024 were as follows:

Schedule of Concentration of Risk Percentage


Series A, preferred stock (1)			1,236,474,600
Series B, preferred stock (2)			6,083,316,000
Series C, preferred stock (3)			1,000,000
Convertible notes and related accrued interest (4)			99,803,101
Warrants (5)			2,001,799,483
Total			9,691,893,184

		Nine Months Ended			Year Ended
1 –	Each share converts into 50 shares of common stock.
Customer		September 30, 2023			December 31, 2022
2 –	Each share converts into 1,000 shares of common stock.
A			20	%		22	%
3 –	Each share converts into 1 share of common stock.
B			19	%		16	%
C			16	%		-	%
Total			55	%		38	%

~~Inventory~~12

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

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.

~~Schedule~~Based on the potential common stock equivalents noted above at March 31, 2024, 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 has sufficient authorized shares of ~~Inventory~~common stock (unlimited) to settle any potential exercises of common stock equivalents.

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

Recent Accounting Standards

~~The~~Changes to accounting ~~Company~~principles ~~had~~are established by the ~~following~~FASB ~~vendor~~in ~~purchase~~the ~~concentrations~~form atof ~~September~~ASU’s ~~30,~~to ~~2023~~the FASB’s Codification. We consider the applicability and ~~2022~~impact of all ASUs on our consolidated financial position, ~~respectively~~results of operations, stockholders’ deficit, cash flows, or presentation thereof. ~~All~~Management ~~concentrations~~has ~~relate~~evaluated ~~solely~~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 ~~operations~~consolidated financial statements of ~~SST~~the Company.

~~Schedule~~Note 3 of- Liquidity, ~~Vendor~~Going ~~Purchase~~Concern ~~Concentrations~~and ~~Percentage~~Management’s Plans

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

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.

~~Revenue~~As reflected in the ~~Recognition~~accompanying consolidated financial statements, for the three months ended March 31, 2024, the Company had:

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

●	Net loss of $378,390; and
●	Net cash used in operations was $72,882

~~Schedule~~Additionally, ofat ~~Disaggregation~~March 31, of2024, ~~Revenue~~the Company had:

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

●	Accumulated deficit of $26,216,142
●	Stockholders’ deficit of $3,495,937; and
●	Working capital deficit of $3,856,428

~~The~~We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has ~~had~~cash on hand of $10,008 at March 31, 2024. Although the ~~following~~Company intends ~~sales~~to ~~concentrations~~raise atadditional ~~September~~debt 30or equity capital, ~~2023~~the Company expects to continue to incur significant losses from operations and ~~2022,~~have ~~respectively~~negative cash flows from operating activities for the near-term. ~~All~~These ~~concentrations~~losses ~~relate~~could ~~solely~~be significant as product and service sales ramp up along with continuing expenses related to ~~the~~compensation, professional fees, ~~operations~~development ofand ~~SST~~regulatory are incurred.

13The 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.

~~FOMO~~If the Company does not ~~WORLDWIDE~~obtain additional capital, ~~INC~~the ~~AND~~Company ~~SUBSIDIARIES~~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.

~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~13

~~SEPTEMBER 30~~FOMO WORLDWIDE, ~~2023~~INC AND SUBSIDIARIES

~~UNAUDITED~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Schedule~~MARCH of31, ~~Sales Concentration Percentage~~ 2024

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

UNAUDITED

~~Advertising~~These factors create ~~Costs~~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.

~~The~~Management’s strategic ~~Company~~plans ~~recognized~~include ~~$10,148 and $35,530 in marketing and advertising costs during~~ the ~~nine months ended June 30, 2023 and 2022.~~following:

~~Basic and~~● ~~Diluted~~Pursuing ~~Earnings~~additional capital raising opportunities (~~Loss~~debt or equity), ~~per~~● ~~Share~~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.

~~The~~Note ~~following~~4 ~~potentially~~– Loan ~~dilutive~~Receivable ~~equity~~– ~~securities~~Related ~~outstanding as of September 30, 2023 were as follows:~~Party

~~Schedule~~During 2021, the Company has advanced funds to an affiliate of ~~Anti~~the ~~Dilutive~~Company’s ~~Securities~~Chief ~~Outstanding~~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.

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

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

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.

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

~~Based on~~On ~~the~~May ~~potential common stock equivalents noted above at September 30~~10, 2023, ~~and~~ the Company ~~potential~~purchased 100% ~~variability~~of inKANAB ~~stock~~CORP. ~~prices,~~from ~~which~~Himalaya ~~directly~~for partial ~~affect~~forgiveness ~~the~~of ~~Company’s~~monies ~~ability~~loaned to ~~determine~~the ifbusiness iton ~~has~~June ~~sufficient~~28, ~~shares~~2021 toand ~~settle~~as ~~all~~amended ~~possible~~on November ~~debt or equity conversions~~9, ~~the~~2021 ~~Company has~~and ~~determined~~September ~~that~~1, it2022. ~~does~~The ~~not~~transaction ~~have~~was ~~sufficient~~subsequently unwound ~~authorized~~on ~~shares~~June ~~of common stock (20~~15,~~000,000,000)~~ to2023 ~~settle~~thereby ~~all~~returning 100% ~~potential exercises~~ of ~~common~~KANAB ~~stock~~CORP. ~~equivalents~~To Himalaya. ~~Accordingly,~~The ~~the~~loan ~~Company~~reduction ~~has~~remained ~~filed~~and ~~for~~HMLA ~~a 1-~~issued 100 ~~reverse split of its common shares~~,000 Series B ~~which~~Preferred ~~management~~stock ~~expects~~for ~~will address~~the ~~this~~return ~~potential~~of ~~deficiency~~Kanab Club.

~~Recent~~During the three months ~~Accounting~~ended ~~Standards~~March 31, 2024, the Company converted related party loans receivable of $41,028 into 278,442 shares of Series B preferred stock of HMLA. At March 31, 2024, the balance due from HMLA was $0.

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

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024

UNAUDITED

Note 3 - Liquidity, Going Concern and Management’s Plans

	Loan Receivable
Terms	Related Party

Issuance dates of advances		2021
Maturity date		Due on Demand
Interest rate		0	%
Collateral		Unsecured

Balance - December 31, 2023	$	38,807
Advances		2,221
Conversion to Series B preferred stock of HMLA		(41,028	)
Balance – March 31, 2024	$	-

~~These~~Note ~~consolidated~~5 ~~financial~~– Property ~~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.~~Equipment

~~As reflected~~Property inand ~~the~~equipment consisted ~~accompanying~~of ~~consolidated financial statements, for~~ the ~~nine months ended September 30, 2023, the Company had~~following:

●	Net loss of $607,982; and
								Estimated Useful
●	Net cash used in operations was $365,826
		March 31, 2024			December 31, 2023			Lives (Years)
Vehicles			53,777		$	53,777			5 - 10
Equipment			9,408			9,408			5
			63,185			63,185
Accumulated depreciation			(60,173	)		(59,953	)
Total property and equipment - net		$	3,012		$	3,232

~~Additionally,~~Depreciation expense for atthe ~~September~~three 30months ended March 31, 2024 and 2023, ~~the~~was ~~Company~~$220 and ~~had:~~$1,561, respectively.

●These ~~Accumulated~~amounts ~~deficit~~are included ofas ~~$24,783,553~~a ●component ~~Stockholders’ deficit~~ of ~~$2,229,613;~~general and ●administrative ~~Working~~expenses ~~capital~~in ~~deficit~~the accompanying consolidated statements of ~~$3,510,733~~operations.

~~We manage~~Note ~~liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand~~6 of $2,477 at September 30, 2023. Although the Company intends to raise additional debt or equity capital, the Company expects to continue to incur significant losses from operations and have negative cash flows from operating activities for the near term. These losses could be significant as product and service sales ramp up along with continuing expenses related to compensation, professional fees, development and regulatory are incurred.– Investments

The Company’s ~~has~~marketable ~~incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from~~securities ~~the~~consist ~~sales~~ of ~~its~~investments ~~products~~in ~~and~~equity ~~services to achieve profitable operations~~securities. ~~There~~Dividends ~~can~~and beinterest noincome ~~assurance that profitable operations will ever~~are beaccrued ~~achieved,~~as orearned. ifRealized ~~achieved,~~gains ~~could~~and belosses ~~sustained~~are determined on a ~~continuing~~specific identification basis. InThe ~~making~~Company ~~this~~reviews ~~assessment~~marketable wesecurities ~~performed~~for ~~a comprehensive analysis~~impairment ofwhenever ~~our~~circumstances ~~current~~and ~~circumstances~~situations ~~including:~~change ~~our~~such ~~financial~~that ~~position,~~there ~~our~~is ~~cash~~an ~~flows~~indication that ~~and~~the ~~cash~~carrying ~~usage~~amounts ~~forecasts~~may ~~for~~not ~~the~~be ~~twelve~~recovered. ~~months~~The ~~ended~~changes ~~December 31,~~in ~~2023,~~the ~~and~~fair ~~our~~value of ~~current~~these ~~capital~~securities ~~structure~~are ~~including~~recognized ~~equity-based~~in ~~instruments~~current ~~and~~period ~~our~~earnings ~~obligations~~in ~~and~~accordance with ~~debts~~ASC 825.

~~If the~~The ~~Company~~following ~~does~~is ~~not~~a ~~obtain~~summary ~~additional capital, the Company will be required to reduce the scope~~ of ~~its business development activities~~the ~~or cease operations. The~~ Company’s ~~continues~~investments toat ~~explore~~March ~~obtaining~~31, ~~additional~~2024 ~~capital financing~~ and ~~the~~December ~~Company is closely monitoring its cash balances~~31, ~~cash needs, and expense levels.~~2023:

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.15

~~Management’s strategic~~FOMO ~~plans~~WORLDWIDE, ~~include~~INC ~~the~~AND ~~following:~~SUBSIDIARIES

●NOTES ~~Pursuing~~TO ~~additional~~CONDENSED ~~capital~~CONSOLIDATED ~~raising~~FINANCIAL 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.STATEMENTS

15MARCH 31, 2024

~~FOMO WORLDWIDE, INC AND SUBSIDIARIES~~UNAUDITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

March 31, 2024
Securities Held		Acquisition Date		Shares Held		Price per Share		Value of Securities

Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock		Various		528,442	$	0.70		369,909
	Series A, preferred stock		2023		3,680,000		0.04		128,800
								$	498,709

SEPTEMBER 30, 2023

December 31, 2023
Securities Held		Acquisition Date		Shares Held		Price per Share		Value of Securities

Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock		2021		250,000	$	1.60		400,000
	Series A, preferred stock		2023		3,680,000		0.08		294,400
								$	694,400

~~UNAUDITED~~The preferred shares are convertible to common shares of HMLA, with Series A convertible shares convertible into 50 common shares and Series B convertible shares convertible into 1,000 common shares. The Company values these shares on an if-converted basis.

Note 4 –7 ~~Loan Receivable~~ – ~~Related Party~~ Debt

~~During 2021,~~The ~~the~~following ~~Company~~represents ~~has~~a ~~advanced funds to an affiliate~~ summary of the Company’s ~~Chief~~convertible ~~Executive~~notes ~~Officer~~payable, ~~Himalaya~~convertible ~~Technologies,~~note ~~Inc.~~payable ~~aka~~– related ~~Homeland~~party, ~~Resources~~accounts ~~Ltd.~~receivable ~~(OTC:~~credit ~~HMLA)~~facility, toand ~~pay~~loans ~~for~~payable ~~corporate~~– ~~operating~~related parties, ~~expenses.~~key ~~The~~terms, ~~Company~~and ~~expects~~outstanding tobalances ~~receive~~at ~~repayment~~March in31, 2024. and December 31, 2023, respectively:

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

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

On May 10, 2023, the Company purchased 100% of KANAB CORP. from Himalaya for partial forgiveness of monies loaned to the business on June 28, 2021 and as amended on November 9, 2021 and September 1, 2022. The transaction was subsequently unwound on June 15, 2023 thereby returning 100% of KANAB CORP. To Himalaya. The loan reduction remained and HMLA issued 100,000 Series B Preferred stock for the return of Kanab Club.16

~~The following~~ FOMO isWORLDWIDE, aINC ~~summary~~AND ~~of the Company’s advances – related party is as follows:~~SUBSIDIARIES

~~Summary of~~NOTES ~~Loans~~TO ~~Receivables~~CONDENSED ~~Advances~~CONSOLIDATED ~~Related~~FINANCIAL ~~Party~~ STATEMENTS

	Loan Receivable
Terms	Related Party
Issuance dates of advances		2021
Maturity date		Due on Demand
Interest rate		0	%
Collateral		Unsecured
Balance - December 31, 2021	$	53,732
Advances		25,149
Repayments		(33,620	)
Balance - December 31, 2022		45,261
Loan receivable - related party beginning balance		45,261
Advances		31,555
Repayments		(4,480	)
Acquisition of KANAB CORP.		(17,017	)
Exercise of warrant for Preferred A Shares		(10,000	)
Balance – September 30, 2023	$	45,319
Loan receivable - related party ending balance	$	45,319

MARCH 31, 2024

16UNAUDITED

FOMO WORLDWIDE, INC AND SUBSIDIARIES

	GS Capital			1800 Diagonal Lending

Issuance Dates of Convertible Notes		June 2021 - April 2022			March 2024
Maturity Dates of Convertible Notes		June 2022 - December 2023			December 2024
Interest Rate		10	%		18	%
Default Interest Rate		24	%		22	%
Collateral		Unsecured			Unsecured

~~NOTES TO~~Conversion ~~CONDENSED~~Rate ~~CONSOLIDATED~~$0.001 ~~FINANCIAL~~or ~~STATEMENTS~~60% of the average of the two (2) lowest prices in the prior 20-day period 65% of the lowest trading price in the prior 10-day period upon default.

SEPTEMBER 30, 2023

	GS Capital			1800 Diagonal Lending			Total

Balance - December 31, 2023	$	214,750		$	-		$	214,750

Proceeds from issuance of notes		-			54,000			54,000
Repayment of notes		-			-			-
Conversion of debt to common stock		(17,250	)					(17,250	)
		197,500			-			251,500
Less: unamortized debt discount		-			(12,679	)		(12,679	)
Balance – March 31, 2024	$	197,500		$	41,321		$	238,821

UNAUDITED

	GS Capital		1800 Diagonal Lending		Total

Balance - December 31, 2022	$	676,206	$	-	$	676,206

Proceeds from issuance of notes		-		-		-
Repayment of notes		-		-		-
Conversion of debt to common stock		-		-		-
		676,206		-		676,206
Less: unamortized debt discount		-		-		-
Balance – March 31, 2023	$	676,206	$	-	$	676,206

~~Note~~On March 4, 2024, 1800 Diagonal 5Lending –LLC ~~Property~~funded the Company $54,000 in a 18% promissory note due December 15, 2024. The transaction netted the Company $40,000 after a $9,000 original issue discount and ~~Equipment~~5,000 in legal and due diligence fees. This note is payable as follows:

~~Property and equipment consisted of the following:~~17

~~Schedule~~ FOMO ofWORLDWIDE, ~~Property~~INC ~~and~~AND ~~Equipment~~SUBSIDIARIES

							Estimated
	September 30, 2023			December 31, 2022			Useful Lives (Years)
Leasehold Improvements	$	178,278		$	178,278			15-39
Vehicles		53,777			53,777			5 - 10
Furniture		19,595			19,595			10
Equipment		9,408			9,408			5
Property and Equipment gross		261,058			261,058
Accumulated depreciation		(184,896	)		(180,214	)
Total property and equipment - net	$	76,162		$	80,844

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Depreciation expense~~MARCH ~~for the three months ended September 30~~31, ~~2023 and 2022, was $1,560 and $1902, respectively.~~2024

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

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

Payment Date		Amount
September 15, 2024		$ 31,860
October 15, 2024		10,620
November 15, 2024		10,620
December 15, 2024		10,620
		$ 63,720

~~In connection~~During ~~with~~ the ~~acquisition~~three ofmonths ~~SST~~ended onMarch 31, ~~February~~2024, 28third-party lender GS Capital converted $20,393 of ~~2022~~principal, interest ~~the~~and ~~Company~~penalties ~~acquired~~into 3,398,802 ~~property~~(post-split) shares ~~and~~of ~~equipment~~common stock. ~~with~~This resulted in a ~~net~~loss ~~carrying~~on ~~amount~~debt extinguishment of $8213,~~553~~595.

~~See~~Loans ~~Note~~Payable 9.– Related Parties

~~Note~~In 2022, the Company, in connection 6with –the ~~Investments~~acquisition of SST, assumed a loan due to SST’s Chief Executive Officer for $321,705.

~~The Company’s~~In ~~marketable~~2021 ~~securities consist of investments in equity securities. Dividends~~ and ~~interest~~prior, ~~income~~the ~~are accrued as earned.~~Company’s ~~Realized~~current ~~gains~~Chief ~~and~~Executive ~~losses~~Officer ~~are determined on a specific identification basis. The Company reviews marketable securities for impairment whenever circumstances~~ and ~~situations~~former ~~change~~Chief ~~such~~Executive ~~that~~Officer ~~there is an indication that the carrying amounts may not be recovered. The changes~~made inadvances ~~the~~for ~~fair~~business ~~value~~operating ~~of these securities are recognized in current period earnings in accordance with ASC 825~~expenses.

~~During the~~Loans ~~year~~payable ~~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~~related ~~(PTOP).~~parties ~~The shares were valued at the market price of $0.0023~~is ~~per~~as share, or $483,000, at the acquisition date. The shares are valued at the market prices at December 31, 2022 of $0.00020 per share, for a total investment of $42,000. On June 12, 2023, the Company sold its 210,000,000 common shares of PTOP to Himalaya for 1,680,000 Series A Preferred shares of Himalaya stock. The shares are convertible into 84,000,000 shares of our common stock (1-50 conversion ratio).follows:

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

		1			2			3
		Loan Payable			Loan Payable			Loan Payable
		Related Party			Related Party			Related Party			Total

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

Balance - December 31, 2023	$	116,443		$	5,168		$	420		$	122,031

Advances		54,801			-			3,815			58,616
Repayments		(30,014	)		-			(3,500	)		(33,514	)
Balance – March 31, 2024	$	141,230		$	5,168		$	735		$	147,133

1718

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~SEPTEMBER 30~~MARCH 31, ~~2023~~2024

UNAUDITED

The warrants were initially valued at zero due to their illiquid nature and subsequently measured at their fair value. The shares of series A and B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model. The warrants were converted in June 2023.

		1		2		3
		Loan Payable Related Party		Loan Payable Related Party		Loan Payable Related Party			Total
Balance - December 31, 2022	$	284,480	$	5,168	$	19,880		$	309,528

Advances		-		-		3,090			3,090
Repayments		-		-		(3,900	)		(3,900	)
Balance - March 31, 2023	$	284,480	$	5,168	$	19,070		$	308,718

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

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

~~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~~has ~~shares~~various ~~at $1/share, the Company’s~~ merchant cash ~~investment.~~advances 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(“MCAs”)., 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~~following ~~has~~summarizes ~~shown that~~ the ~~pending patents’ active compounds may decrease obesity-induced increases in abdominal fat pads, blood pressure, fatty liver, and insulin resistance.~~borrowings:

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.

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

Balance, December 31, 2023	$ 169,943	$ 76,136	$174,320	$128,999	$ 142,739	$ 28,259	$720,396
Borrowings	-	-	-	-	-	6,620	6,620
Repayments	(3,615)	-	-	-	-	(34,879)	(38,494)
Balance, March 31, 2024	$ 166,328	$ 76,136	$ 174,320	$128,999	$ 142,739	$ -	$688,522

~~The following is a summary of the Company’s investments at September 30, 2023 and December 31, 2022.~~19

~~Schedule of~~FOMO ~~Investments~~WORLDWIDE, INC AND SUBSIDIARIES

September 30, 2023
Securities Held		Acquisition Date		Shares Held		Price per Share		Value of Securities
Securities	Stock, options, and warrants		Various		Various		Various	$	6	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock		2021		250,000	$	0.08		275,000	2,5
	Series A, preferred stock		2023		3,680,000		0.06		202,400	3,4
GenBio Inc.	Private company		2021 and 2022		50,000	$	1.00		65,000	6
								$	542,406

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1 -	all investments are held at our third-party independent broker.
2 -	during 2021, the Company exchanged 1,000,000 shares of KANAB CORP. for 150,000 shares of Series B, preferred stock in HMLA. During 2021, a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. The Company’s CEO is also the CEO of HMLA. The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model.
3 -	In April 2023, the company exercised HMLA warrants for 2,000,000 shares of Series A stock in HMLA

MARCH 31, 2024

18UNAUDITED

~~FOMO~~At March 31, 2024, the Company was ~~WORLDWIDE~~in default on its debt arrangements with four providers of MCAs that funded against expected customer orders for equipment primarily from its primary vendor SMART Technologies, ~~INC~~who ~~AND~~subsequently ~~SUBSIDIARIES~~reduced our credit line for equipment from $1,000,000 to $350,000. The Company has been sued by three of these four cash advance providers and is in discussions with them to provide a payment plan against monies past due now.

~~NOTES~~Accounts TOReceivable ~~CONDENSED~~Credit ~~CONSOLIDATED FINANCIAL STATEMENTS~~Facility

~~SEPTEMBER~~The Company, in connection with the 30acquisition of SST, ~~2023~~entered into an accounts receivable credit facility.

~~UNAUDITED~~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.

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

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%.

December 31, 2022
Securities Held		Acquisition Date		Shares Held		Price per Share		Value of Securities
Securities	Stock, options, and warrants		Various		Various		Various	$	6	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock and warrants		2021		150,000	$	0.08		12,000	2
Peer to Peer Network (PTOP)	Common stock		2019		210,000,000	$	0.0007		63,000	3
GenBio, Inc.	Private company		2021		25,000	$	1.00		65,000	4
								$	140,006

The lender charges the following fees:

1 -	all investments are held at our third-party independent broker.
	1.	2% commitment fee for the establishment of the Facility (1% due at funding and 1% due on February 28, 2023); and
2 -	during 2021, the Company exchanged 1,000,000 shares of KANAB CORP. for 150,000 shares of Series B, preferred stock in HMLA. During 2021, a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. The Company’s CEO is also the CEO of HMLA.
	2.	Monitoring fee of 0.40% of the outstanding credit Facility at the end of each month
3 -	based upon the quoted closing trading price.
4 -	based on cost method.

~~During 2022,~~ The ~~the~~ Company ~~purchased~~is ~~40,000~~subject ~~shares~~to financial ofcovenants ~~GenBio,~~(unless ~~Inc.~~waived ~~for~~by ~~$40,000 ($1/share~~lender). as follows:

~~Note 7~~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

~~The following~~At ~~represents~~March a31, ~~summary~~2024 ofand December 31, 2023, the Company’s ~~convertible~~was ~~notes~~in ~~payable,~~default ~~convertible~~on ~~note~~the ~~payable~~financial –covenants ~~related~~noted ~~party~~above, ~~accounts~~Since then, the ~~receivable~~lender ~~credit~~exercised ~~facility,~~its rights and ~~loans~~placed ~~payable~~the –loan ~~related~~into ~~parties,~~default. ~~key~~The Company and the lender operate under the terms of the agreement but under Court ordered receivership, ~~and~~which ~~outstanding~~is ~~balances~~under negotiation for exit at ~~September~~the ~~30,~~public ~~2023~~company ~~and~~level ~~December~~and ~~31,~~DTS ~~2022,~~subsidiary ~~respectively:~~level.

~~Convertible~~The Company and its subsidiaries are ~~Notes~~guarantors ~~Payable~~of this Agreement.

~~The Company executed several convertible notes with various lenders as follows:~~20

~~Schedule of~~FOMO ~~Convertible~~WORLDWIDE, ~~Notes~~INC ~~Payable~~AND SUBSIDIARIES

GS Capital

PowerUp Lending

Sixth Street Lending

Issuance Dates of Convertible Notes

June 2021 - April 2022

September 2021

October 2021 - January 2022

Maturity Dates of Convertible Notes

June 2022 - December 2023

September 2022

October 2022 - January 2023

Interest Rate

Default Interest Rate

Collateral

Unsecured

Conversion Rate

$0.001 or 60% of the average of the two (2) lowest prices in the prior 20-day period

61% of the average of the two (2) lowest prices in the prior 20-day period

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

19MARCH 31, 2024

~~FOMO WORLDWIDE, INC AND SUBSIDIARIES~~UNAUDITED

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	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, 2023		1,046,838
Proceeds from drawdowns		238,123
Repayments		(190,670	)

Balance – March 31, 2024	$	1,094,281

~~SEPTEMBER~~Note 8 ~~30,~~– Derivative ~~2023~~Liabilities

~~UNAUDITED~~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:

	GS Capital			PowerUp Lending			Sixth Street Lending			Total
	Three Months Ended			Year Ended
Balance - December 31, 2021	$	380,000		$	43,750		$	78,750		$	502,500
	March 31, 2024			December 31, 2023
Proceeds from issuance of notes		335,000			-			43,750			378,750
Exercise price	$	0.0055		$	0.01
Conversion of accrued interest to note		16,206									16,206
Expected volatility		1,328	%		377	%
Repayment of notes		-			-			(122,500	)		(122,500	)
Risk-free interest rate		5.55	%		4.64% - 5.65	%
Conversion of debt to common stock		(55,000	)		(43,750	)		-			(98,750	)
Expected term (in years)		1-3.00			1 – 3.00
		676,206			-			-			676,206
Expected dividend rate		0	%		0	%
Less: unamortized debt discount		(31,200	)		-			-			(31,200	)
Balance - December 31, 2022	$	645,006		$	-		$	-		$	645,006

	GS Capital			PowerUp Lending		Sixth Street Lending		Total
Balance - December 31, 2022	$	676,206		$	-	$	-	$	676,206
Proceeds from issuance of notes		-			-		-		-
Repayment of notes		-			-		-		-
Conversion of debt to preferred stock		(335,000	)		-		-		(335,000	)
Conversion of debt to common stock		(101,206	)		-		-		(101,206	)
		240,000			-		-		240,000
Less: unamortized debt discount		-			-		-		-
Balance – September 30, 2023	$	240,000		$	-	$	-	$	240,000

A reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant unobservable inputs (Level 3) is as follows at March 31, 2024 and December 31, 2023:

	Convertible Debt		Warrants			Total
Derivative liabilities – December 31, 2023	$	351,529	$	46,635		$	398,164
Fair value - commitment date		-		-			-
Fair value - mark to market adjustment		34,460		(20,592	)		13,868
Gain on debt extinguishment (derivative liabilities - convertible debt)		-		-			-

Derivative liabilities – March 31, 2024	$	385,989,	$	26,043			412,032

~~FOMO WORLDWIDE, INC AND SUBSIDIARIES~~21

~~NOTES TO~~FOMO ~~CONDENSED~~WORLDWIDE, ~~CONSOLIDATED~~INC ~~FINANCIAL~~AND ~~STATEMENTS~~SUBSIDIARIES

~~SEPTEMBER 30,~~NOTES ~~2023~~TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~UNAUDITED~~MARCH 31, 2024

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

~~During~~Note 9 ~~the~~– Commitments ~~nine months ended September 30, 2023, third-party lender GS Capital converted $436,206 of principal, interest~~ and ~~penalties into 891,605,499 shares of common stock. This resulted in a loss on debt extinguishment of $409,805.~~Contingencies

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

On ~~April~~ 19February 28, 2022, ~~the~~in ~~Company~~connection with ~~modified~~ the ~~terms~~acquisition of ~~a loan it had with GS Capital for $325~~SST,~~000.~~ ~~The~~the ~~note~~Company ~~retained~~assumed ~~all~~a ~~terms~~ Right-of-Use ~~the initial~~(“ROU”) ~~debt~~operating ~~agreement,~~lease ~~however,~~for ~~the~~its ~~maturity~~office ~~date~~space. ~~was~~The ~~extended~~lease ~~from~~is ~~April~~for ~~19,~~an ~~2022~~initial toterm ~~October~~of ~~19,~~five (5) ~~2022.~~years ~~The~~at ~~note, along with accrued interest of~~ $167,~~206,~~000 per ~~resulted~~month. inThere ~~the~~are ~~issuance~~no ofstated arenewal ~~new convertible note for $341,206~~terms. OnThere were ~~May~~no ~~30,~~other ~~2023,~~ROU ~~this~~leases ~~note~~in ~~was~~effect ~~further~~prior ~~extended~~ to athe ~~maturity date~~acquisition of ~~December 31, 2023, with all other terms unchanged~~SST.

~~Loans~~At March 31, 2024 and December 31, ~~Payable~~2023, –the ~~Related~~Company ~~Parties~~has no financing leases as defined in ASC 842, “Leases.”

InDuring the year ended December 31, ~~2022~~2023, the ~~Company,~~lease inwas ~~connection~~terminated ~~with~~and the ~~acquisition~~primary ofoffice ~~SST,~~space ~~assumed~~vacated aby ~~loan~~the public ~~due~~company toand ~~SST’s~~its ~~Chief~~subdiairies. As such, ~~Executive~~the ~~Officer~~right ~~for~~of ~~$321,705.~~use asset and lease liability were derecognized

~~In 2021 and prior, the Company’s current Chief Executive Officer and former Chief Executive Officer made advances for business operating expenses.~~Litigation

~~Loans~~On July 10, 2023, FOMO, its subsidiary SMARTSolution ~~payable~~Technologies, -Inc. ~~related~~and ~~parties~~its ispredecessor SMARTSolution Technologies LP (together “SST”), our CEO Vikram Grover, and our former SVP Finance Mary Kirk were served with a business lawsuit by a former salaried employee seeking $600,000+ (since modifgied to $480,000) in commissions plus liquidated damages of 25%, legal fees, penalties and interest. We spent over one year enhancing the Company’s financial systems and data in order to track job costs which are paramount to calculating commissions as ~~follows:~~per this individual’s contract. Upon completion of the SST audit and our own consolidated audit filed earlier this year, we calculated a commission amount due to this former employee that is significantly less than the alleged unspecified number, which we believe has no basis under the terms of the former employee’s contract with SST. We have retained counsel and intend to defend the matter vigorously.

~~Schedule~~On January 4, 2024, Thermo Communications Funding, LLC (“Thermo”) defaulted us and our subsidiary SMARTSolution Technologies, Inc. (“SST”), terminated its senior secured asset backed lending agreement executed with us on February 28, 2022, and demanded repayment of ~~Loans~~$1,044,164.93 ~~Payable~~plus interest. -Since ~~Related~~our ~~Parties~~last draw from the Thermo credit line on March 10, 2023, we have worked to protect our shareholders and creditors by obtaining lifeline funding and collecting past due accounts receivables to fund operations. Thermo has indicated to us that they intend to foreclose on the SST business and plan to negotiate a supply agreement with our primary vendor to continue providing equipment to SST’s customers. On April 1, 2024, Thermo obtained a court order appointing a receiver of the Company and all subsidiary companies.

		1			2			3
		Loan Payable			Loan Payable			Loan Payable
		Related Party			Related Party			Related Party			Total
Issuance Date of Loan		Various			Various			Various
Maturity Date of Convertible Note		Due on Demand			Due on Demand			Due on Demand
Interest Rate		0.00	%		0.00	%		0.00	%
Default Interest Rate		0.00	%		0.00	%		0.00	%
Collateral		Unsecured			Unsecured			Unsecured
Conversion Rate		None			None			None
Balance - December 31, 2021		-			5,168			17,546			22,714
Debt acquired in SST acquisition		321,705			-			-			321,705
Advances		326,911			-			14,741			341,652
Repayments		(364,136	)		-			(12,407	)		(376,543	)
Balance - December 31, 2022	$	284,480		$	5,168		$	19,880		$	309,528
Balance - December 31, 2022	$	284,480		$	5,168		$	19,880		$	309,528
Advances		37,000			-			3,090			40,090
Repayments		(117,462	)		-			(12,900	)		(130,362	)
Conversion		-			-			(10,000	)		(10,000	)
Balance – September 30, 2023	$	204,018		$	5,168		$	70		$	209,256
Short term Portion of Balance	$	-		$	5,168		$	70		$	5,238
Long term Portion of Balance	$	204,018		$	-		$	-		$	204,018

Note 10– Stockholders’ Deficit

21At March 31, 2024 and December 31, 2023, the Company had various classes of stock:

~~FOMO WORLDWIDE~~Class A, ~~INC~~Convertible ~~AND~~Preferred ~~SUBSIDIARIES~~Stock

~~NOTES TO~~- ~~CONDENSED~~Par ~~CONSOLIDATED~~value ~~FINANCIAL~~- ~~STATEMENTS~~$0.0001 - 24,929,492, and 24,929,492 shares designated, issued and outstanding at March 31, 2024 and December 31, 2023, respectively - Conversion – each share of Class A converts into 50 shares of common stock (1,246,474,600 and 1,246,474,600 equivalent shares of common stock, at December 31, 2023 and 2022, respectively)

~~SEPTEMBER 30, 2023~~22

~~UNAUDITED~~FOMO WORLDWIDE, INC AND SUBSIDIARIES

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

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Loan Payable~~MARCH –31, ~~Other~~2024

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

~~Schedule~~ - Voting – on an as-converted basis – 50 votes for each share held (1,246,474,600 and 1,246,474,600 equivalent shares of ~~Loan~~common ~~Payable~~stock, ~~Other~~at December 31, 2023 and 2022, respectively) - Dividends – $0.0035 per share per annum accrued whether or not declared by the Board of Directors - Liquidation preference – none - Rights of redemption – none

	Loan 1			Loan 2			Loan 3			Loan 4			Loan 5			Loan 6
Issuance Date		April 1, 2022			January 17, 2023			March 22, 2023			May 23, 2023			May 5, 2023			August 1, 2023
Maturity Date		April 1, 2023			January 1, 2024			March 22, 2024			May 23, 2024			May 5, 2024			May 5, 2024
Interest Rate		16	%		18	%		33	%		33	%		29	%		36	%
Default Interest Rate		0	%		0	%		0	%		0	%		0	%		0	%
Collateral		Unsecured			Unsecured			Unsecured			Assets of SST			FOMO, Himalya and CEO			Unsecured
Conversion		None			None			None			None			None			None
Balance, December 31, 2022	$	243,692		$	-		$	-		$	-		$	-		$	-		$	243,692
Borrowings		-			140,000			228,800			149,990			140,000			281,066			939,856
Repayments		(121,788	)		(63,864	)		(54,480	)		(20,991	)		(29,333	)		(207,571	)		(498,027	)
Balance, September 30, 2023	$	121,904		$	76,136		$	174,320		$	128,999		$	110,667		$	73,495		$	685,521

Class B, Convertible Preferred Stock

~~At September~~- 3020,000,000 shares authorized - 5,617,816, and 6,242,816 shares designated, issued and outstanding at March 31, 2024 and December 31, 2023, ~~the~~respectively ~~Company~~- ~~was~~Stated invalue ~~default~~– onnone ~~its~~- ~~debt~~Par ~~arrangements~~value ~~with~~- ~~four~~$0.0001 ~~providers~~- Conversion – each share of ~~MCAs~~Class ~~that~~B ~~funded~~converts ~~against~~into ~~expected~~1,000 ~~shipments from~~shares ~~its~~of ~~primary~~common ~~vendor~~stock ~~SMART~~(5,617,816,000 ~~Technologies~~and 6,242,816,000 ~~who~~equivalent ~~subsequently~~shares ~~reduced~~of ~~our~~common ~~credit~~stock, ~~line~~at ~~for~~March ~~equipment~~31, ~~from~~2024 $and December 31, 2023, respectively) - Voting – on an as-converted basis – 1,000 votes for each share held (5,617,816,000 toand ~~$350~~6,242,816,000. ~~The~~votes, ~~Company is~~at ~~working~~March ~~with~~31, ~~these~~2024 ~~third~~and ~~parties~~December on31, a2023, ~~reduced~~respectively) ~~payment~~- ~~basis~~Dividends ~~and~~– ~~analyzing~~$0.01 ~~proposals~~per ~~from~~share ~~new~~per ~~capital~~annum ~~providers~~accrued towhether ~~refinance~~or not declared by the ~~positions.~~ Board of Directors - Liquidation preference – none - Rights of redemption – none

22Class C, Convertible Preferred Stock

~~FOMO WORLDWIDE~~- 2,000,000 ~~INC~~shares ~~AND~~authorized ~~SUBSIDIARIES~~- 1,000,000 and 1,000,000 shares designated, issued and outstanding at March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2023, 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 March 31, 2024 and December 31, 2022, respectively) - Dividends – $0.01 per share per annum accrued whether or not declared by the Board of Directors - Liquidation preference – none - Rights of redemption – none

~~NOTES TO~~Common ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~Stock

~~SEPTEMBER 30,~~- ~~2023~~Unlimited shares authorized - No par value - Voting at 1 vote per share

~~UNAUDITED~~Equity Transactions for the Three Months Ended March 31, 2024

~~Accounts Receivable~~Stock ~~Credit~~Issued ~~Facility~~from Conversion of Convertible Debt

~~The~~During the three months ended March 31, 2024, the Company issued 3,398,802 shares inof common stock in connection with the ~~acquisition~~conversion of ~~SST~~convertible debt and accrued interest totaling $20,393, ~~entered~~having ~~into~~a anfair ~~accounts~~value ~~receivable~~of ~~credit~~$33,988, ~~facility~~based upon the quoted closing trading price on the date of conversion/extinguishment.

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 $1,500,000.23

~~The Facility~~FOMO isWORLDWIDE, ~~paid~~INC ~~from~~AND 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%.SUBSIDIARIES

~~The lender~~NOTES ~~charges~~TO ~~the~~CONDENSED ~~following~~CONSOLIDATED ~~fees:~~FINANCIAL STATEMENTS

	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

MARCH 31, 2024

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

1.Stock ~~Debt~~Issued ~~service~~for ~~coverage~~Settlement ~~ratio~~ of Accounts ~~1.25~~Payable to– 1Class B, 2.Preferred ~~Fixed charge coverage ratio of 1.25 to1; and 3. Tangible net worth of $350,000~~Stock

AtDuring ~~December 31, 2022,~~ the ~~Company~~three ismonths inended ~~default on the financial covenants noted above~~March 31, ~~however~~2024, the ~~lender has not exercised its rights~~ ~~of default. The~~ Company ~~and~~issued 100,000 Series ~~the~~B ~~lender~~Preferred ~~continue~~shares tofor ~~operate under the terms~~ $10,000 of accounts ~~the~~payable, ~~agreement~~valued ~~without~~at ~~disruption~~$6,800.

~~The Company~~Stock ~~and~~Returned ~~its~~– ~~subsidiaries~~Class ~~are~~B, ~~guarantors of this Agreement.~~Preferred Stock

~~Schedule~~During the three months ended March of31, ~~Accounts~~2024, ~~Receivable~~the ~~Credit~~Company ~~Facility~~received and returned to treasury 725,000 Series B Preferred shares.

	Accounts Receivable
	Credit Facility
Issuance Date of credit facility		February 28, 2022
Maturity Date of credit facility		February 28, 2024
Interest Rate		11.50	%
Default Interest Rate		0.00	%
Collateral		All assets
Conversion Rate		None
Balance - December 31, 2021	$	-
Proceed from drawdowns		7,269,906
Repayments		(5,993,439	)
Balance - December 31, 2022		1,276,467
Balance - December 31, 2022		1,276,467
Proceeds from drawdowns		1,976,026
Repayments		(2,069,159	)
Balance – September 30, 2023	$	1,183,334

Equity Transactions for the Three Months Ended March 31 2023

23Stock Issued for Cashless Exercise of Warrants

~~FOMO WORLDWIDE,~~Stock ~~INC~~Issued ~~AND~~for ~~SUBSIDIARIES~~Services – Class B, Preferred Stock

~~NOTES~~The Company TOissued ~~CONDENSED~~10,000 ~~CONSOLIDATED~~shares ~~FINANCIAL~~of ~~STATEMENTS~~Series B Preferred stock for services rendered, having a fair value of $5,000 ($0.50/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.

~~SEPTEMBER~~Note ~~30,~~11 ~~2023~~– Warrants

~~UNAUDITED~~Warrant activity for the three months ended March 31, 2024 is summarized as follows:

Note 8 – Derivative Liabilities

					Weighted
			Weighted		Average
			Average		Remaining		Aggregate
Warrants	Number of Warrants		Exercise Price		Contractual Term (Years)		Intrinsic Value
Outstanding – December 31, 2023		19,167,995	$	0.059		1.85	$	-
Granted		-	$	-		-	$	-
Exercised		-	$	-		-	$	-
Cancelled/Forfeited		-	$	-		-	$	-
Outstanding – March 31, 2024		19,167,995	$	0.059		1.81	$	-
Exercisable – March 31, 2024		17,217,995	$	0.060		1.81	$	-

~~The Company~~Note ~~used the binomial pricing model to estimate the fair value of its embedded conversion option and warrant liabilities on both~~12 ~~the~~– Income ~~commitment date and the remeasurement date with the following inputs:~~Taxes

~~Schedule~~The Company did not file its federal ofor ~~Derivative~~state ~~Liabilities~~tax atreturns ~~Fair~~for ~~Value~~fiscal years from 2012 through 2017. Previous management had believed that it would not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net losses incurred during those years. During the year ended December 31, 2021, the Company under new management since 2019 filed returns for 2018, 2019 and 2020. During the year ended December 31, 2022, the Company filed returns for 2021 as well. The Company has filed an extension for its federal and state tax returns for the year ended December 31, 2022.

	Nine Months Ended			Year Ended
	September 30, 2023			December 31, 2022
Exercise price	$	0.00006 - $0.01		$	0.0001 - $0.01
Expected volatility		282% - 521	%		196% - 377	%
Risk-free interest rate		5.55	%		0.73% - 2.99	%
Expected term (in years)		0.01 - 2.02			0.30 - 3.00
Expected dividend rate		0	%		0	%

Based on available information, management believes it is more likely than not that any potential net deferred tax assets as of March 31, 2024 and December 31, 2023 may not be fully realizable.

~~Schedule of~~FOMO ~~Derivative~~WORLDWIDE, ~~Liabilities~~INC AND SUBSIDIARIES

	Convertible Debt			Warrants			Total
Derivative liabilities - December 31, 2021		330,294			775,243			1,105,537
Fair value - commitment date		300,137			61,600			361,737
Fair value - mark to market adjustment		404,695			(238,813	)		165,882
Gain on debt extinguishment (derivative liabilities - convertible debt)		(226,391	)		-			(226,391	)
Reclassification to APIC for financial instruments that ceased to be derivative liabilities		-			(425,000	)		(425,000	)
Derivative liabilities – December 31, 2022		808,736			173,030			981,766
Fair value - commitment date		-			-			-
Fair value - mark to market adjustment		3,466,013			(10,607	)		3,455,406
Derivative liabilities – March 31, 2023		4,274,750			162,423			4,437,173
Fair value - mark to market adjustment		(2,930,214	)		(21,221	)		(2,951,435	)
Gain on debt extinguishment (derivative liabilities - convertible debt)		(567,580	)		-			(567,580	)
Derivative liabilities – June 30, 2023		776,956			141,202			918,158
Derivative liabilities		776,956			141,202			918,158
Fair value - mark to market adjustment		(286,795	)		(94,537	)		(381,332	)
Gain on debt extinguishment (derivative liabilities - convertible debt)		(110,654	)		-			(110,654	)
Derivative liabilities – September 30, 2023		379,507			46,665			426,172
Derivative liabilities		379,507			46,665			426,172

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

24MARCH 31, 2024

~~FOMO WORLDWIDE,~~UNAUDITED ~~INC AND SUBSIDIARIES~~

~~NOTES~~Due TOto ~~CONDENSED~~recurring ~~CONSOLIDATED~~losses, ~~FINANCIAL~~the ~~STATEMENTS~~Company’s tax provisions for the three months ended March 31, 2024 and 2023 were $0.

~~SEPTEMBER~~The ~~30,~~difference ~~2023~~between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

UNAUDITED

	2024			2023
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	%

~~Note 9~~At –March ~~Acquisition~~31, 2024 and ~~Pro~~December ~~Forma~~31, ~~Financial~~2023, ~~Information~~the Company’s deferred tax assets were as follows:

Acquisitions for the Nine Months Ended September 30, 2022

	March 31, 2024			December 31, 2023
Tax benefit of net operating loss carry forward	$	4,927,444		$	4,577,403
less valuation allowance		(4,927,444	)		(4,577,403	)
Net deferred tax assets	$	-		$	-

OnAs ~~February~~of ~~28,~~March ~~2022~~31, 2024 the Company ~~issued~~had ~~1,000,000~~unused ~~shares~~net ofoperating ~~Class~~loss B,carry ~~convertible~~forwards ~~preferred stock (convertible into 1,000,000,000 shares~~ of approximately ~~common~~$20.0 million ~~stock)~~available ~~having~~to areduce ~~fair~~future ~~value~~federal ~~of $700,000 ($0~~taxable income.~~0007/share),~~ ~~based~~Net ~~upon~~operating ~~the~~loss ~~quoted~~carry-forwards ~~closing~~expire ~~trading~~through ~~price~~fiscal onyears ~~the acquisition date,~~beginning in ~~exchange~~2023 ~~for 100% of the issued~~ and ~~outstanding~~extending ~~member~~to ~~ownership~~indefinite. ~~interests~~Internal ~~held~~Revenue byCode ~~SST,~~Section in382 aplaces ~~transaction treated as~~ a ~~business combination.~~ ~~With~~limitation on the ~~acquisition,~~amount ~~the~~of ~~Company~~taxable ~~entered~~income ~~the~~that ~~audio-visual~~can ~~systems~~be ~~integration~~offset ~~business~~by ~~that~~carry-forwards after ~~designs~~a ~~and~~change ~~builds~~in ~~presentation,~~control ~~teleconferencing and~~(generally ~~collaborative~~a ~~systems~~greater ~~for~~than ~~businesses,~~50% ~~education,~~change ~~and~~in ~~nonprofits~~ownership).

The ~~valuation~~Company’s ofability ~~the~~to ~~consideration~~offset ~~was~~future ~~determined~~taxable onincome, anif asany, ~~converted~~with ~~basis~~tax bynet operating ~~multiplying~~loss ~~the~~carry-forwards ~~Series~~may Bbe ~~preferred~~limited ~~shares~~due byto the ~~conversion~~non-filing of tax ~~rate~~returns and the impact of ~~1,000~~the ~~shares~~statute of ~~common~~limitations ~~stock~~on ~~for~~the ~~each~~Company’s ~~one~~ability to ~~(1)~~claim ~~share~~such ofbenefits. ~~Series~~Furthermore, Bchanges ~~preferred~~in ~~stock~~ownership ~~held~~may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and ~~then~~other ~~multiplying~~considerations, bymanagement ~~the~~has ~~quoted~~established ~~closing~~full valuation allowances ~~trading~~on ~~price~~deferred oftax assets relating to net operating loss carry-forward, as the realization ~~common~~of ~~stock~~any future benefits from these assets is uncertain.

WeThe ~~made~~Company’s anvaluation ~~initial~~allowance ~~allocation of the purchase price~~ at ~~the~~March ~~date~~31, of2024 ~~acquisition~~was ~~based on our understanding of the fair value of assets acquired and liabilities assumed~~$4,927,444. The ~~allocation~~change of in the ~~purchase~~valuation ~~price~~allowance ~~consideration~~during isthe ~~considered~~three ~~preliminary~~months asended of March 31, ~~2022,~~2023 ~~with~~was ~~the~~an ~~excess~~increase ~~purchase price allocated to goodwill and is subject to change. We completed the valuation and allocation~~ of ~~purchase~~approximately ~~price in April 2023~~$350,000. ~~The final valuation and allocation is reflected in the table below.~~

~~The~~ Note ~~acquisition~~13 of– Subsequent SST was reflected in the accompanying consolidated financial statements at March 31, 2023 and 2022, the results of operations and cash flows are included in the consolidated financial statements as of and from the acquisition date.Events

~~Schedule~~On April 1, 2024, the Court of ~~Fair~~Common ~~Value~~Pleas of Allegheny ~~Assets~~County, ~~Acquired~~PA placed our holding company and ~~Liabilities~~all ~~Assumed~~subsidiaries into receivership, which are we negotiating to exit at the public company and DTS subsidiary levels.

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

On May 20, 2024, a third-party lender converted $2,950.00 principal and $578.68 interest of a junior note into 5,348,484 common shares.

~~FOMO WORLDWIDE,~~Item ~~INC~~2. ~~AND~~Management’s ~~SUBSIDIARIES~~Discussion and Analysis of Financial Condition and Results of Operations

~~NOTES~~References in this TOQuarterly ~~CONDENSED~~Report ~~CONSOLIDATED~~on ~~FINANCIAL~~Form ~~STATEMENTS~~10-Q to “the Company,” “FOMO,” “us,” “we,” “our,” and similar terms refer to FOMO WORLDWIDE, INC. and its subsidiaries.

~~SEPTEMBER~~Cautionary Note ~~30,~~Regarding ~~2023~~Forward- Looking Statements

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

Total net liabilities assumed			(274,782	)
Goodwill in purchase of SMARTSolution Technologies L.P.		$	350,110

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

InAll forward-looking ~~connection~~statements ~~with~~speak ~~the~~only ~~purchase~~as of ~~SST,~~the ~~$50,000~~date ~~was~~of ~~paid~~this asQuarterly aReport ~~broker~~on ~~fee~~Form 10-Q. ~~This~~We do ~~amount~~not ~~has~~intend ~~been~~to ~~included~~publicly inupdate ~~the~~or ~~consolidated~~revise ~~statements~~any ~~of operations~~forward-looking statements as a result ~~component~~ of ~~general~~new ~~and~~information, ~~administrative~~future ~~expenses.~~events ~~There~~or ~~were no other additional transaction costs incurred~~otherwise.

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

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

~~Goodwill~~Acquisition isof ~~not~~IAQ ~~deductible~~Technologies ~~for tax purposes.~~LLC

~~The~~On October 19, 2020, the ~~estimated~~Company ~~future~~acquired ~~amortization~~100% of the ~~acquired~~membership ~~supplier~~interests ~~relationships~~of ~~and~~Purge ~~trade~~Virus, ~~name~~LLC ~~are~~in exchange asfor ~~follows~~the issuance of 2,000,000 Series B Preferred Shares valued at $800,000 ~~September~~to 30its member. We subsequently changed the name of the company to IAQ Technologies LLC (“IAQ”). IAQ, ~~2023~~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:

~~Schedule~~● ofUltraviolet-C ~~Future~~in-duct ~~Amortization~~and ofportable ~~Acquired~~devices; ~~Supplier~~● ~~Relationships~~Hybrid disinfection devices with UVC, carbon filtration and ~~Trade~~HEPA ~~Name~~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.

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

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

~~The~~Acquisitions ~~following~~of ~~summarizes~~Independence ~~the~~LED ~~intangible~~Lighting ~~assets~~LLC ~~at September 30, 2023~~ and ~~December~~Energy ~~31,~~Intelligence ~~2022:~~Center LLC

~~Schedule~~On February 12, 2021, the Company purchased the assets of ~~Intangible~~Independence ~~Assets~~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.

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

On March 7, 2021, the orCompany ~~around~~purchased ~~December~~the 19assets of Energy Intelligence Center LLC (“EIC of PA”), an ~~2022~~affiliate of iLED, ~~FOMO~~in ~~WORLDWIDE~~exchange for the issuance of 125,000 ~~INC~~Series B Preferred Shares valued at $1,479,121. ~~entered~~EIC ~~into~~is aengaged ~~Employment~~in ~~Status~~the commercialization, marketing and ~~Compensation~~licensing ~~Change~~of ~~Agreement~~software ~~which~~designed ~~consisted~~to work in conjunction with a ofcommercial building’s HVAC system to clean the ~~following~~air ~~elements:~~that circulates within the building.

~~Element~~Following the 1:acquisitions ~~Total~~of ~~Dollar~~the ~~Value:~~assets ~~$45~~of ILED and EIC,~~480~~ 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 assets of this business were combined with a successor entity and EIC was dissolved in 2024.

	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.

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

26On 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. (the General Partner) (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.

~~FOMO WORLDWIDE,~~Pursuant ~~INC~~to ~~AND~~the ~~SUBSIDIARIES~~SPA, FOMO:

~~NOTES TO~~● ~~CONDENSED~~issued ~~CONSOLIDATED~~to ~~FINANCIAL~~Seller ~~STATEMENTS~~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.

~~SEPTEMBER~~SST has been engaged in 30the education technology and services business for over 25 years. SST markets its systems to and installs these systems in elementary, ~~2023~~middle and high schools, as well as colleges, universities, and commercial facilities. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms and teachers via personal computers, laptops, tablets, and similar devices. SST currently markets its systems primarily in Pennsylvania, Ohio and West Virginia, is in the process of expanding into the Alabama and Michigan markets and plans to expand further throughout the United States as opportunities present themselves either organically or through strategic acquisitions.

~~UNAUDITED~~As a result of the growth in remote learning driven in part by the COVID-19 pandemic and government funding including ESSER Funds (Elementary Secondary School Emergency Relief) and the CARES Act (Coronavirus Aid, Relief, and Economic Security), SST is currently experiencing a significant increase in orders and sales and continuous growth in backlog. Since the closing of the acquisition, FOMO has secured several millions dollars financing to support SST’s fulfillment of additional orders and delivery of its backlog.

3.The Indigital ~~exchange~~smartboards which ~~for~~form the ~~remainder~~key element of ~~Insider~~SST’s ~~Loan,~~interactive ~~($145,000)~~audio ~~Mr.~~visual ~~Schwartz~~systems ~~agreed~~are primarily tosupplied ~~take~~by ~~assignment of~~ a ~~$100,000~~leading ~~Real~~manufacturer ~~Estate~~based ~~Loan~~in Canada, ~~made~~which byis ~~SST~~a subsidiary toof ana ~~affiliate.~~large ~~This~~multi-national ~~note~~company ~~included~~Hon ~~the~~Hai ~~repayment~~Precision toIndustry MrCo. ~~Schwartz of the $10~~,~~000~~ Ltd., ~~Success~~trading ~~Fee~~as ~~and~~Hon ~~monthly~~Hai ~~interest~~Technology ofGroup $1in China,~~250~~ ~~which~~Taiwan ~~matured~~and ~~Feb~~Foxconn internationally. ~~28,~~SST ~~2022.~~believes ~~Total~~that ~~value~~its ofrelationship ~~this~~with ~~note~~its ~~now~~supplier ~~issued~~is adequate, toalthough ~~Mr.~~there ~~Schwartz~~can ~~and~~be no ~~longer~~assurance ~~associated~~that if the relationship with ~~FOMO~~the supplier was ~~$118,750~~interrupted 4.or ~~The~~otherwise ~~remaining~~adversely ~~balance~~affected that an alternative source of ~~the~~supply ~~Insider~~at ~~Loan,~~commercially ~~equal~~reasonable tocost ~~$26,250~~would ~~($145,000~~be -available ~~$118,750)~~or 5.that SST’s ~~This~~business ~~agreement~~would ~~retained~~not Mrbe seriously harmed. ~~Schwartz~~Due to ~~residual~~liquidity ~~salary~~issues ~~through~~and ~~Feb.~~a business downturn since June 2023, ~~equal~~SST tois ~~$19~~has been placed into receivership by our senior lender effective April 1,~~230~~ 2024 and will be carried as a discontinued operation for accounting purposes.

~~Element~~ SST currently employs 4 people, including 1 in administration, 1 in sales management and 2: ~~Total~~in ~~Dollar~~installation. ~~Value:~~As ~~$139~~a result of its backlog and due to turnover,~~000~~ SST is currently seeking to expand its installation and sales staff. On or around June 15, 2023, we merged out SMARTSolution Technologies LP into SMARTSolution Technologies, Inc. due our ownership of both the LP and the GP.

1. At point of purchase of SMARTSolution Technologies L.P. and Inc., FOMO WORLDWIDE agreed to a 1.5% override of gross revenues for the prior year, ending December 2021. This, plus the extension of the closing date causing an add-on of the agreement, was equivalent to $139,000 and was included in the purchase agreement, of which $75,328 was the estimated value of the earn-out.27

~~Element 3:~~Formation ~~Total~~of ~~Dollar~~Diamond ~~Value: $100~~Technology Solutions,~~000~~ LLC

1.On Ator ~~point~~around ofJune ~~purchase of SMARTSolution Technologies~~15, ~~L.P. & Inc.~~2023, ~~FOMO~~we formed ~~WORLDWIDE~~a ~~issued~~new ~~One-Million~~subsidiary ~~Series~~Diamond BTechnology ~~Shares~~Solutions, LLC to ~~Mr.~~offer ~~Schwartz.~~a ~~This~~wide ~~was~~array of ~~included~~products inand ~~the~~services ~~purchase~~to ~~agreement.~~customers 2.nationwide Atincluding ~~the~~smart ~~point~~boards, ofaccess control ~~the~~systems, ~~Employment~~smart ~~Status~~cameras, ~~and~~indoor ~~Compensation Change Agreement~~farming, Mrand other. ~~Schwartz~~In ~~agreed~~January to2024, ~~return~~we merged tothe ~~FOMO~~assets ~~these shares as a goodwill gesture~~ and ~~for~~intellectual ~~exclusion~~property of ~~liability~~our ~~for~~EIC ~~any~~business ~~accounting~~into ~~discrepancy~~DTS ~~that~~to further ~~may~~add ~~have occurred prior~~ to ~~his~~its ~~new employee agreement~~offering. 3.We ~~FOMO~~are ~~WORLDWIDE,~~currently ~~along~~seeking ~~with~~to ~~accepting~~capitalize ~~the~~DTS ~~return~~for growth ofand ~~the~~are ~~aforementioned~~evaluating ~~shares,~~merger ~~included~~and asacquisition ~~part~~opportunities ofto ~~the~~add ~~new~~product depth ~~purchase~~ and ~~employee~~management ~~agreement, agreed~~ to ~~a single payment of $100,000 for~~ the ~~total value of the shares returned by Mr~~business. ~~Schwartz.~~

~~Summary:~~Costs and Resources

1FOMO WORLDWIDE, INC. ~~All~~is currently ~~items~~pursuing ~~associated~~additional ~~with~~funding ~~this~~resources ~~agreement~~that ~~were~~will ~~equal~~potentially enable it to maintain its current and planned operations through the next 12 months. The Company anticipates that it will need to raise additional capital in ~~value~~order to sustain ~~$284~~and grow its operations over the next few years. To the extent that the Company’s capital resources are insufficient to meet current or planned operating requirements,~~480~~ the Company will seek additional funds through equity or debt financing, collaborative, or other arrangements with corporate partners, licensees, or others, and ~~are~~from other sources, which may have the effect of diluting the holdings of existing shareholders. As of March 31, 2023, the Company had no current arrangements with respect to, or sources of, such additional financing and the Company does not anticipate that existing shareholders or creditors will provide any portion of the Company’s future financing requirements. No assurance can be ~~paid~~given that additional financing will be available when needed or that such financing will be available on terms acceptable to Mrthe Company. ~~Schwartz~~If asadequate ~~monthly~~funds ~~payroll~~are ~~outlay~~not ~~over~~available, 36the ~~months,~~Company ~~beginning~~may be inrequired ~~March~~to delay or terminate expenditures for certain of ~~2023~~its programs that it would otherwise seek to develop and commercialize. This would have a material adverse effect on the Company.

~~Note 10~~Critical ~~– Commitments and Contingencies~~Accounting Policies

~~Right-of-Use~~See Note 2 to the Consolidated ~~Operating~~Financial ~~Lease~~Statements included in Item 1 of this Quarterly Report.

~~On February~~Results ~~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.Operations

AtThree ~~September~~months ~~30,~~ended ~~2022~~March 31, ~~the~~2024 ~~Company~~as ~~has~~compared noto ~~financing~~three ~~leases~~months asended ~~defined~~March ~~in ASC 842~~31, ~~“Leases.”~~2023

~~The tables~~Sales. During ~~below~~the ~~present~~three ~~information~~months ~~regarding~~ended March 31, 2024 and 2023, the Company’s ~~operating~~had ~~lease~~$156,006 ~~assets~~ and ~~liabilities~~$552,328 atin ~~September 30~~sales, respectively. The decrease from the 2023: quarter to the 2024 quarter was $346,806 (72%).

27Cost of Sales. During the three months ended March 31, 2024 and 2023, the Company incurred $83,789 and $397,571 in cost of sales, respectively. The decrease from the 2023 quarter to the 2024 quarter was $313,782 (79%). Cost of sales include product sales and payroll.

~~FOMO~~Gross Profit. Gross profit expressed as a percentage of ~~WORLDWIDE~~sales for the three months ended March 31, ~~INC~~2024 ~~AND~~was ~~SUBSIDIARIES~~46%, which was an increase from 28% for the three months ended March 31, 2023.

~~NOTES~~General and TOAdministrative ~~CONDENSED~~Expenses. During the ~~CONSOLIDATED~~three ~~FINANCIAL~~months ~~STATEMENTS~~ended March 31, 2024 and 2023, the Company incurred general and administrative expenses of $129,422 and $550,866, respectively, consisting primarily of salaries and professional fees. The decrease from the 2023 quarter to the 2024 quarter was $421,444 (77%). The decrease primarily relates to a decrease in shares and warrants issued for services in 2023 and reduction of operating expenses in 2024.

~~SEPTEMBER~~Other Income 30(Expense). For the three months ended March 31, 2024 and 2023, the Company reflected other income (expense) – net of $(321,185) and $(3,392,993), respectively. The decrease from the prior period was $3,071,808 (91%), primarily related to the change in valuation of derivative liabilities.

~~UNAUDITED~~For the three months ended March 31, 2024, other income (expenses) mainly consisted of an unrealized investment loss of $(236,719). For the three months ended March 31, 2023, other income (expenses) mainly consisted of change in valuation of derivative liabilities of $(3,455,406).

~~Schedule of Operating Lease Assets and Liabilities~~28

	September 30, 2023
Assets
Operating lease - right-of-use asset - non-current	$	230,153
Liabilities
Operating lease liability	$	244,068
Weighted-average remaining lease term (years)		3.34
Weighted-average discount rate		8	%
The components of lease expense were as follows:
Operating lease costs
Amortization of right-of-use operating lease asset	$	51,784
Lease liability expense in connection with obligation repayment		14,812
Total operating lease costs	$	66,596
Supplemental cash flow information related to operating leases was as follows:
Operating cash outflows from operating lease (obligation payment)	$	47,189

Net Loss. For the three months ended March 31, 2024, the Company generated a net loss of $(378,390).

~~Future minimum~~For ~~lease~~the ~~payments~~three ~~required~~months ended ~~under~~March ~~leases~~31, ~~that~~2023, ~~have~~the ~~initial~~Company orincurred ~~remaining~~a ~~non-cancelable~~net ~~lease~~loss ~~terms in excess~~ of ~~one year at September 30~~$(3, ~~2023:~~789,993).

~~Schedule of~~Our ~~Future~~Auditors ~~Minimum~~Have ~~Lease~~Issued a ~~Payments~~Going Concern Opinion

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

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

28These 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.

~~FOMO~~As reflected in the ~~WORLDWIDE~~accompanying consolidated financial statements, ~~INC~~for ~~AND~~the ~~SUBSIDIARIES~~three months ended March 31, 2024, the Company had:

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

●	an operating loss of $57,205; and
●	net cash used in operations of $72,882.

~~SEPTEMBER~~Additionally, at March 3031, ~~2023~~2024, the Company had:

~~UNAUDITED~~● an accumulated deficit of $26,216,142; ● stockholders’ deficit of $3,495,937; and ● a working capital deficit of $3,856,428.

~~Note~~Liquidity and ~~11–~~Capital ~~Stockholders’ Deficit~~Resources

~~At September~~Cash ~~30, 2023 and December 31, 2022, the Company had various classes of stock:~~Flows

~~Class A,~~Operating ~~Convertible Preferred Stock~~Activities

-For ~~Par~~the ~~value~~three -months ended ~~$0.0001~~March ~~- Conversion – each share of Class A converts into 50 shares of common stock (1~~31,~~236,474,600~~ ~~and~~2024 ~~287,500,000 equivalent shares of common stock, at September 30, 2023~~ and ~~December 31~~2023, ~~2022,~~the ~~respectively)~~Company -reflected ~~Voting~~net –cash onused anin ~~as-converted~~operating activities ~~basis~~of ~~– 50 votes for each share held (1~~$72,~~236,474,600~~882 and ~~287~~$388,~~500~~180,~~000~~ ~~votes~~respectively, ata ~~September~~decrease ~~30,~~of ~~2023 and December 31~~$315,298 ~~2022, respectively) - Dividends – $0.0035 per share per annum accrued whether or not declared by the Board of Directors - Liquidation preference – none - Rights of redemption – none~~(81

~~Class B,~~Investing ~~Convertible Preferred Stock~~Activities

-For ~~20,000,000~~the ~~shares~~three ~~authorized~~months ended -March 631,~~083,316,~~ ~~and~~2024 ~~5,289,982 shares designated, issued~~ and ~~outstanding at September 30,~~ 2023 ~~and December 31~~, ~~2022,~~the ~~respectively~~Company -reflected ~~Stated~~net ~~value~~cash –provided ~~none~~by investing -activities ~~Par value - $0.0001 - Conversion – each share~~ of ~~Class B converts into 1,000 shares of common stock~~ $(62,~~083,316,000~~221) and ~~5,289,982,000 equivalent shares of common stock, at September 30, 2023 and December 31, 2022, respectively) - Voting – on an as-converted basis – 1,000 votes for each share held~~ $(614,~~083,316,000 and 5,289,982,000 votes, at September 30, 2023 and December 31, 2022, respectively~~689); -primarily ~~Dividends~~repayments ~~– 1% per share per annum accrued whether or not declared by the Board~~ of ~~Directors~~related party ~~- Liquidation preference – none - Rights of redemption – none~~loans.

~~Class C,~~Financing ~~Convertible Preferred Stock~~Activities

-For ~~2,000,000~~the ~~shares~~three ~~authorized~~months ended -March 131,~~000,000~~ ~~and~~2024 ~~1,000,000 shares designated, issued~~ and ~~outstanding at September 30,~~ 2023 ~~and December 31~~, ~~2022,~~the ~~respectively~~Company -reflected ~~Stated~~net ~~value~~cash –provided ~~none~~by financing -activities ~~Par value - $0.0001 - Conversion – each share~~ of ~~Class C converts into 1 share of common stock (1~~$80,~~000,000~~681 and 1$425,~~000~~064,~~000~~ ~~equivalent shares of common stock~~respectively, ata ~~September~~decrease ~~30,~~of ~~2023 and December 31~~$344, ~~2022, respectively~~383 (81%). -Financing ~~Voting~~activities –primarily onconsisted anof ~~as-converted~~proceeds ~~basis~~and –repayments ~~100~~from debt,~~000~~ ~~votes~~drawdown ~~for~~on ~~each~~the ~~share~~accounts ~~held~~receivable ~~(100,000,000,000~~credit ~~and~~facility ~~100,000,000,000 votes, at September 30, 2023~~ and ~~December~~proceeds ~~31,~~from ~~2022, respectively) - Dividends – 1% per share per annum accrued whether or not declared by~~ the issuance ~~Board~~ of ~~Directors~~common -stock ~~Liquidation~~and ~~preference~~Class –A ~~none~~preferred ~~- Rights of redemption – none~~stock.

~~Common~~During the three months ~~Stock~~ended March 31, 2024, the Company received $31,874 net of borrowed funds from non-related parties through MCA loans and $47,453 net in an asset backed loan against the accounts receivable of SST.

,29

-We 20manage liquidity risk by reviewing,~~000~~ on an ongoing basis,~~000~~ our sources of liquidity and capital requirements. The Company has cash on hand of $10,~~000~~008 ~~shares~~at ~~authorized~~March -31, No2024. Although ~~par~~the ~~value~~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. ~~Voting~~These losses atcould 1be ~~vote~~significant ~~per~~as ~~share~~product and service sales ramp up along with continuing expenses related to compensation, professional fees, development and regulatory are incurred.

29The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended June 30, 2024, and our current capital structure including equity-based instruments and our obligations and debts.

~~NOTES~~These factors create TOsubstantial ~~CONDENSED~~doubt ~~CONSOLIDATED~~about ~~FINANCIAL~~the ~~STATEMENTS~~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.

~~SEPTEMBER~~Management’s strategic ~~30,~~plans ~~2023~~include the following:

~~UNAUDITED~~● 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.

~~Equity~~We expect our expenses ~~Transactions~~will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our clean air and audio/visual businesses. However, we do not expect and have already generating revenues from our operations for the ~~Nine~~audio/visual ~~Months~~business. ~~Ended~~Consequently, ~~September~~our dependence 30on 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, ~~2023~~we will be required to delay or forego some portion of our business plan, which would have a material adverse effect on our anticipated results from operations and financial condition. There is no assurance that we will be able to obtain necessary amounts of additional capital or that our estimates of our capital requirements will prove to be accurate. As of the date of this Report we did not have any commitments from any source to provide such additional capital. Even if we are able to secure outside financing, it may be unavailable in the amounts or the times when we require. Furthermore, such financing would likely take the form of bank loans, private placement of debt or equity securities or some combination of these. The issuance of additional equity securities would dilute the stock ownership of current investors while incurring loans, leases or debt would increase our capital requirements and possible loss of valuable assets if such obligations were not repaid in accordance with their terms.

~~Stock~~Contractual Obligations ~~Issued~~and ~~for Services – Common Stock~~Commitments

During the nine months ended September 30, 2023, the Company issued 347,083,333 common shares for $51,500 of accrued compensation owed to its CEO Vikram Grover and 50,000,000 common shares, valued at $50,000, for $10,000 of monies loaned to the Company by its CEO Vikram Grover.None

~~Stock Issued~~Delinquent ~~from Conversion of Convertible Debt and Loss on Debt Extinguishment~~Loans

~~During the~~At ~~nine~~March ~~months ended September 30~~31, ~~2023~~2024, the Company ~~issued~~was ~~891,605,499~~in ~~shares~~default ofon ~~common~~its ~~stock~~debt inarrangements ~~connection~~ with ~~the~~four ~~conversion~~providers of ~~convertible~~merchant ~~debt~~cash advances (~~which~~“MCAs”) ~~had~~that ~~embedded~~funded ~~derivative~~against ~~liabilities)~~expected ~~and~~shipments ~~accrued~~from ~~interest~~its ~~totaling~~primary vendor ~~$104~~SMART Technologies,~~671,~~ ~~having~~who asubsequently ~~fair~~reduced ~~value~~our ofcredit line for equipment from $~~305~~1,~~134~~000,000 ~~based~~to ~~upon~~$350,000. The Company is working with these third parties on a reduced payment basis and analyzing proposals from new capital providers to refinance the ~~quoted~~positions. ~~closing~~The ~~trading~~Company ~~price~~is also in default on the covenants ~~date~~ of ~~conversion/extinguishment~~its secured asset backed credit line funded by Thermo Credit LLC, though the lender is amicable and not enforcing its rights.

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

~~Stock Issued~~Off-Balance ~~for Services – Class A, Preferred Stock~~Sheet Arrangements

~~During the nine months ended September 30, 2023, the Company issued 3,333,333 Series A Preferred shares for $10,000 of accrued compensation owed to its CEO Vikram Grover~~None.

~~Stock Issued~~Item ~~for~~3. ~~Services~~Quantitative –and ~~Class~~Qualitative B,Disclosures ~~Preferred~~about ~~Stock~~Market Risk

~~During the~~Not ~~nine~~required ~~months ended September 30, 2023, the Company also issued 408,334 Series B Preferred shares to its CEO Vikram Grover for $123,250~~under ofRegulation ~~accrued~~S-K ~~compensation. Further, the Company also issued 385,000 Series B Preferred shares to employees~~ for ~~services~~“smaller ofreporting ~~$128,500~~companies. ~~Additionally, the Company issued 1,000 shares of Series B Preferred stock for a consultant.~~”

~~Equity Transactions~~Item ~~for~~4. ~~the~~Controls ~~Nine~~and ~~Months Ended September 30, 2022~~Procedures

~~Stock Issued~~Evaluation ~~for~~of ~~Cashless~~Disclosure Controls ~~Exercise~~and ~~of Warrants~~Procedures

~~The~~Under the PCAOB standards, a control deficiency exists when the ~~Company~~design ~~issued~~or ~~645~~operation of a control does not allow management or employees,~~833,333~~ ~~shares~~in the normal course of ~~common~~performing ~~stock~~their assigned functions, to prevent or detect misstatements on a timely basis. A significant deficiency is a deficiency, or a combination of deficiencies, in ~~exchange~~internal control over financial reporting that is less severe than a material weakness, yet important enough to merit the attention by those responsible for oversight of the ~~cashless~~company’s ~~exercise~~financial reporting. A material weakness is a deficiency, or combination of ~~750~~deficiencies,~~000~~ in internal control over financial reporting,~~000~~ ~~warrants.~~such ~~The~~that ~~net~~there ~~effect~~is ona ~~stockholders~~reasonable possibility that a material misstatement of the company’s annual or interim ~~equity~~financial ~~was~~statements $0will not be prevented or detected on a timely basis.

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

● 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~~lacks ~~stock,~~segregation ~~on an as-converted basis~~ of ~~1,000~~duties ~~shares~~similar ofto ~~common stock~~other ~~for~~companies ~~each~~our ~~share of Class B, preferred stock.~~size

30We maintain disclosure controls and procedures, which are designed to ensure that information required to be disclosed in the reports we file or submit under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms, and that such information is accumulated and communicated to our management, including our CEO and CFO, as appropriate, to allow timely decisions regarding required disclosure.

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

~~NOTES TO~~Limitations ~~CONDENSED~~on ~~CONSOLIDATED~~the Effectiveness ~~FINANCIAL~~of ~~STATEMENTS~~Controls

~~SEPTEMBER~~The effectiveness of any 30system of internal control over financial reporting, ~~2023~~including ours, is subject to inherent limitations, including the exercise of judgment in designing, implementing, operating, and evaluating the controls and procedures, and the inability to eliminate misconduct completely. Accordingly, in designing and evaluating the disclosure controls and procedures, management recognizes that any system of internal control over financial reporting, including ours, no matter how well designed and operated, can only provide reasonable, not absolute assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures

~~UNAUDITED~~31

~~Acquisition~~must reflect the fact that there are resource constraints, and that management is required to apply its judgment in evaluating the benefits of ~~SST~~possible controls and procedures relative to their costs. Moreover, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. We intend to continue to monitor and upgrade our internal controls as necessary or appropriate for our business but cannot assure you that such improvements will be sufficient to provide us with effective internal control over financial reporting.

~~On February~~Changes 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~~Internal ~~the~~Control ~~issued~~over ~~and~~Financial ~~outstanding member ownership interests held by SST, in a transaction treated as a business combination.~~Reporting

~~See~~There have been no ~~Note~~changes 9in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 or Rule 15d-15 under the Exchange Act that occurred during the quarter ended March 31, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

~~Stock Issued~~PART ~~from~~II ~~Conversion~~— ofOTHER ~~Convertible Debt and Loss on Debt Extinguishment~~INFORMATION

~~The Company~~Item 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 ($01.~~0007~~ -Legal $0Proceedings.~~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~~We have been named in lawsuits by a former salesperson for unpaid commissions, by merchant cash advance providers CFS, Globex, and Swift Funding for $171,343.35 plus interest, $161,631.25 plus interest, and $142,739.21 plus interest respectively which have resulted in unsecured judgments, and by our senior lender Thermo Communications Funding, LLC in the amount of ~~Class~~$1,074,276.15 Bplus ~~Preferred~~interest. ~~Stock~~We are working to ~~Common~~settle ~~Stock~~these claims through a planned capital raise and sales of assets subject to Court approval.

~~The Company~~Item ~~issued 310,000,000 shares of common stock in connection with the conversion of 310,000 shares of Class B preferred stock~~1A. ~~The transaction~~Risk ~~had a net effect of $0 on stockholders’ deficit~~Factors.

~~Note~~Not required under 12Regulation –S-K ~~Warrants~~for “smaller reporting companies.”

~~Warrant activity~~Item ~~for~~2. ~~the~~Unregistered ~~nine~~Sales ~~months~~of ~~ended~~Equity ~~September~~Securities ~~30, 2023~~ and ~~the~~Use ~~year~~of ~~ended December 31, 2022 are summarized as follows:~~Proceeds.

~~Schedule of Warrants Activity~~None.

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
Warrants	Number of Warrants			Exercise Price		Contractual Term (Years)		Intrinsic Value
Outstanding and exercisable - December 31, 2021		2,002,113,095		$	0.0016		2.38	$	450,000
Granted		660,000,000		$	0.0011		-		-
Exercised		(750,000,000	)	$	0.0001		-		-
Cancelled/Forfeited		(618,571,428	)	$	.00034		-		-
Outstanding – December 31, 2022		1,293,541,667		$	0.0013		1.86	$	-
Exercisable – December 31, 2022		1,143,541,667		$	0.0014		1.71	$	-
Granted		200,000,000		$	0.0005		-		-
Exercised		-			-		-		-
Cancelled/Forfeited		(679,285,714	)	$	0.0010		-		-
Outstanding – September 30, 2023		2,046,799,483		$	0.0006		2.10	$	-
Exercisable – September 30, 2023		1,836,799,483		$	0.0006		2.06	$	-

Item 3. Defaults Upon Senior Securities.

31We are in default on our senior secured credit line due to Thermo Communications Funding, LLC in the amount of $1,074,276.15 plus interest.

~~FOMO WORLDWIDE,~~Item ~~INC~~4. ~~AND~~Mine ~~SUBSIDIARIES~~Safety Disclosures.

~~NOTES TO~~Not ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS~~applicable.

~~SEPTEMBER 30,~~Item ~~2023~~5. Other Information.

~~UNAUDITED~~None

~~Warrant Transactions for the Nine Months Ended September 30, 2023~~32

~~On February~~Item ~~28, 2023, the Company issued 300,000,000 incentive stock options to employees of its wholly owned subsidiary SMARTSolution Technologies L P with a strike price of~~ 6.~~0005~~ ~~and a three-year expiration~~Exhibits. ~~The options expire at close of business on March 1, 2026 and do not vest unless each employee is employed by SST on or after March 1, 2024.~~

~~Warrant Transactions~~(a) ~~for the Year Ended December 31, 2022~~Exhibits.

Convertible Debt Issuances

Exhibit		Item

31.1*		Section 302 Sarbanes-Oxley Act Certification

32.1*		Section 906 Sarbanes-Oxley Act Certification

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema Document

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document

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

~~In connection~~* ~~with~~Filed ~~convertible debt issued to various lenders, the Company granted 165,000,000, three-year (3) warrants~~herein. ~~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~~SIGNATURES

~~Concurrent~~ In accordance with the ~~acquisition~~ requirements of ~~SST~~the Exchange Act, the ~~Company~~registrant ~~granted~~caused ~~300,000,000,~~this ~~three-year~~report ~~(3)~~to ~~warrants~~be tosigned ~~employees~~on ofits behalf ~~SST~~by ~~for~~the ~~services~~undersigned, ~~rendered~~thereunto duly authorized.

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

	FOMO WORLDWIDE, INC.

Date: July 16, 2024	/s/ Vikram Grover
	Vikram Grover, President
	(Principal Executive. Financial and Accounting Officer)

Summary of Fair Value of Warrants

Exercise price	$	0.001
Expected volatility		375	%
Risk-free interest rate		1.62	%
Expected term (in years)		3.00
Expected dividend rate		0	%

Employee Compensation

The Company granted 195,000,000, three-year (3) warrants for services rendered.

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

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

Cashless Exercise of Warrants

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

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

Note 13 – Income Taxes

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

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

Due to recurring losses, the Company’s tax provisions for the nine months ended September 30, 2023 and 2022 were $0.

The difference between the effective income tax rate and the applicable statutory federal income tax rate is summarized as follows:

Summary of Effective Income Tax Rate

	2023			2022
Statutory federal rate		-21.0	%		-21.0	%
State income tax rate, net of federal benefit		-3.6	%		-3.6	%
Permanent differences, including stock-based compensation and impairment of acquired assets		8.6	%		8.6	%
Change in valuation allowance		16.0	%		16.0	%
Effective tax rate		0.0	%		0.0	%

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

Summary of Deferred Tax Assets

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

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

The Company’s ability to offset future taxable income, if any, with tax net operating loss carry-forwards may be limited due to the non-filing of tax returns and the impact of the statute of limitations on the Company’s ability to claim such benefits. Furthermore, changes in ownership may result in limitations under Internal Revenue Code Section 382. Due to these limitations, and other considerations, management has established full valuation allowances on deferred tax assets relating to net operating loss carry-forward, as the realization of any future benefits from these assets is uncertain.

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

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

Net Operating Loss Carry-Forwards

Schedule of Net Operating Loss Carryover Loss

2013	$	84,206	2023
2014		494,301	2024
2015		680,549	2025
2016		651,537	2026
2017		1,239,493	2027
2018		1,843,498	Indefinite
2019		48,201	Indefinite
2020		140,808	Indefinite
2021		9,262,185	Indefinite
2022		2,823,829	Indefinite
2023		479,599	Indefinite
	$	17,748,206

Note 14 – Letters of Intent Signed for Potential Acquisitions

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023

UNAUDITED

On February 27, 2023, the Company signed a non-binding letter of intent to purchase a provider of modular buildings and construction services generating an estimated $8 million annual revenues and $800,000 annual EBITDA in 2022 (unaudited). The target’s customers include K12 schools, police departments, fire departments, and municipalities in the state of Florida. There are no assurances FOMO will be able to complete the transaction based on planned due diligence or required financing. The transaction expired on June 30, 2023 and is under review by both Buyer and Seller for renewal by us or our affiliate Himalaya Technologies, Inc.

On March 29, 2023, the Company executed a non-binding letter of intent to acquire a manufacturer and provider of analog and digital signage and services based in Southwest Florida. The business generates annual revenues of approximately $5 million (unaudited), is profitable, and has backlog of over $2 million with homeowner associations (HOAs), municipalities, and enterprise customers including K12 schools, transportation hubs, and other. Consideration is $500,000 cash, $1.5 million in Series B Preferred stock (valued using a common stock price of $0.001), refinancing or rollover of SBC loans of $1,840,435, and an earn-out of up to $1.0 million over three years (terms to be negotiated). The transaction expired on June 30, 2023 and is under review by both Buyer and Seller for renewal by us or our affiliate Himalaya Technologies, Inc.

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

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

Note 15 – Corporate Actions

On July 24, 2023, the Company mailed a Form 14C notifying investors of our intent to reverse split our common stock by a ratio of 1-100, redomicile the Corporation to the State of Wyoming, and change our name to FOMO WORLDWIDE, INC. Earlier, on May 1, 2023, the Board of Directors of the Company, approved a change the Company’s common stock symbol to IGOT from FOMC, to apply to FINRA to change the Company’s name to FOMO WORLDWIDE, INC. from FOMO CORP. to match the Company’s legal name in the state of California and on the SEC’s EDGAR system, to apply under Rule 15c2-11 to reinstate market makers for the Company’s common stock, to redomicile the Corporation to the State of Wyoming from the State of California, and reverse split all issued and outstanding shares of all classes of stock and authorized shares of all classes of stock equally by a ratio of 1-100 or similar adjustment to conversion ratios of preferred stock into common stock. The above actions are not yet approved by FINRA.

Note 16 – Subsequent Events

Stock Issued for Services – Class A, Preferred Stock

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

Stock Issued for Services – Class B, Preferred Stock

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

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

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

Cautionary Note Regarding Forward- Looking Statements

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

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

Company Overview

General

Acquisition of IAQ Technologies LLC

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

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

Acquisitions of Independence LED Lighting LLC and Energy Intelligence Center LLC

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

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

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

Acquisitions of SMARTSolution Technologies LP and SMARTSolution Technologies, Inc.

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

Costs and Resources

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

Critical Accounting Policies

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

Results of Operations

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Going Concern

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

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

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

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

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

Liquidity and Capital Resources

Cash Flows

Operating Activities

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

Investing Activities

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

Financing Activities

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

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

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

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

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

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.

Management’s strategic plans include the following:

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

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

Contractual Obligations and Commitments

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

Delinquent Loans

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

Off-Balance Sheet Arrangements

None.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

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

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

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

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

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

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

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

Limitations on the Effectiveness of Controls

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

Changes in Internal Control over Financial Reporting

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

PART II — OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

Item 1A. Risk Factors.

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

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

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

Item 6. Exhibits.

(a) Exhibits.

Exhibit		Item
31.1*		Section 302 Sarbanes-Oxley Act Certification
32.1*		Section 906 Sarbanes-Oxley Act Certification
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herein.

SIGNATURES

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

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

Filing Compare · FOMO WORLDWIDE, INC.