10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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 31, 2024

OR

[ ] 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.)

625 Stanwix St. #2504, Pittsburgh, PA 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	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 112,745,800 shares of common stock, no par value, of the Registrant issued and outstanding as of July 17, 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 MARCH 31, 2024

TABLE OF CONTENTS

	PAGE
Part I. FINANCIAL INFORMATION:
Item 1. Financial Statements:	3
Condensed Consolidated Balance Sheets as of March 31, 2024 and December 31, 2023 (unaudited)	4
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 Months ended March 31, 2024 and 2023 (unaudited)	6
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)	8
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	26
Item 3. Quantitative and Qualitative Disclosures About Market Risk	31
Item 4. Controls and Procedures	31
Part II. OTHER INFORMATION:
Item 1. Legal Proceedings	32
Item 1A. Risk Factors	32
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3. Defaults Upon Senior Securities	32
Item 4. Mine Safety Disclosures	32
Item 5. Other Information	32
Item 6. Exhibits	33
SIGNATURES	33
EXHIBIT INDEX

2

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

FOMO WORLDWIDE, INC.

INDEX TO FINANCIAL STATEMENTS

Condensed Consolidated Balance Sheets, March 31, 2024 and December 31, 2023 (unaudited)	4
Condensed Consolidated Statements of Operations for the Three Months ended March 31, 2024 and 2023 (unaudited)	5
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 Three Months ended March 31, 2024 and 2023 (unaudited)	7
Notes to Condensed Consolidated Financial Statements (unaudited)	8

3

FOMO WORLDWIDE, INC and Subsidiaries

Consolidated Balance Sheets

(Unaudited) 

		March 31, 2024		December 31, 2023
Assets
Current Assets
Cash	$	10,008	$	4,430
Accounts receivable - net		259,586		359,008
Loan receivable - related party		-		38,807
Inventory - net		84,269		69,982
Prepaids and other		8,267		8,267
Total Current Assets		362,130		480,494
Property and equipment - net		3,012		3,232
Investments		498,709		694,400
Total Assets	$	863,851	$	1,178,126
Liabilities and Stockholders’ Equity (Deficit)
Current Liabilities
Bank overdraft	$	204	$	204
Accounts payable and accrued expenses		1,397,615		1,441,803
Accounts receivable credit facility		1,094,281		1,046,828
Deferred revenue		48,790		59,896
Warranty reserve		5,010		5,010
Loans payable - related parties		5,903		5,588
Convertible notes payable - net		238,822		214,750
Loans payable- other		688,522		720,396
Preferred dividend payable		327,379		289,518
Derivative liabilities		412,032		398,164
Total Current Liabilities		4,218,558		4,182,157
Long Term Liabilities
Loans payable - related parties		141,230		116,443
Total Long-Term Liabilities		141,230		116,443
Total Liabilities		4,359,788		4,298,600
Commitments and Contingencies (Note 10)
Stockholders’ Equity (Deficit)
Preferred stock, Class A, $0.0001 par value, 78,000,000 shares designated,
24,729,492 and 5,750,000 shares issued and outstanding, respectively		2,493		2493
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		561		624
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
Common stock, no par value, unlimited shares authorized
99,088,761 and 86,201,881 shares issued and outstanding, respectively		9,567,133		9,533,145
Additional paid-in capital		13,149,918		13,143,055
Accumulated deficit		(26,216,142)		(25,799,891)
Total Stockholders’ Equity (Deficit)		(3,495,937)		(3,120,474)
Total Liabilities and Stockholders’ Equity (Deficit)	$	863,851	$	1,178,126

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

4

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statements of Operations

(Unaudited)

	For the Three Months Ended March 31,
	2024		2023
Sales - net	$	156,006	$	552,328
Cost of sales		83,789		397,571
Gross profit		72,217		154,757
General and administrative expenses		129,422		550,866
Total operating expenses		129,422		550,866
Loss from operations		(57,205)		(396,109)
Other income (expense)
Interest expense		(58,881)		(233,213)
Amortization of debt discount		(1,322)		(31,200)
Change in fair value of derivative liabilities		(13,868)		(3,455,406)
Gain on debt extinguishment		3,200		-
Loss on debt extinguishment		(13,595)		-
Unrealized gain (loss) on investment		(236,719)		326,826
Other expenses		-		-
Total other expense - net		(321,185)		(3,392,993)
Net income (loss)	$	(378,390)	$	(3,789,102)
Preferred stock dividends		(37,861)		(21,131)
Net loss available to common shareholders		(416,251)		(3,810,233)
Loss per share - basic and diluted	$	(0.00)	$	(0.05)
Weighted average number of shares - basic and diluted		105,755,939		83,088,894

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

5

FOMO WORLDWIDE, INC and Subsidiaries

Consolidated Statements of Changes in Stockholders’ Deficit

For the Three Months Ended March 31, 2024

(Unaudited)

	Preferred Stock - Class A			Preferred Stock - Class B			Preferred Stock - Class C			Common Stock								Total
														Additional				Stockholders’
														Paid-in		Accumulated		Equity
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Capital		Deficit		(Deficit)
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)
Issuance of Series B preferred stock in conversion of accounts payable	-		-	100,000		10	-		-	-		-		6,790		-		6,800
Issuance of stock in conversion of debt and accrued interest	-		-	-		-	-		-	3,398,802		33,988		-		-		33,988
Return and cancellation of Series B preferred stock	-		-	(725,000)		(73)	-		-	-		-		73		-		-
Preferred dividends	-		-	-		-	-		-	-		-		-		(37,861)		(37,861)
Net loss	-		-	-		-	-		-	-		-		-		(378,390)		(378,390)
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)

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

6

FOMO WORLDWIDE, INC. and Subsidiaries

Consolidated Statements of Cash Flows

(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

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

7

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

Note 1 - Organization and Nature of Operations

Organization and Nature of Operations

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

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

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

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

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

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

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

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

On April 1, 2024, our holding company and all subsidiaries were placed into receivership by the Court of Common Pleas of Allegheny County, PA at the request of our senior secured lender to assess our financial condition and wherewithal to fund operations.

FOMO WORLDWIDE, INC. and its subsidiaries are organized as follows:

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

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

8

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

Note 2 - Summary of Significant Accounting Policies

Basis of Presentation

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

In the opinion of the Company’s management, the accompanying unaudited condensed consolidated financial statements contain all of the adjustments necessary (consisting only of normal recurring accruals) to present the financial position of the Company as of 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.

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

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

Reverse Stock Split

On February 22, 2024, the Company effectuated a 1:100 reverse stock split.  All share and per share information has been retroactively updated to account for the reverse stock split.

Principles of Consolidation

These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of the Company and its wholly owned subsidiaries. All intercompany transactions and balances have been eliminated.

Use of Estimates

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

Significant estimates during the three months ended March 31, 2024 and 2023 and the year ended December 31, 2023, respectively, include, allowance for doubtful accounts and other receivables, inventory reserves and classifications, valuation of investments, valuation of loss contingencies, valuation of derivative liabilities, valuation of stock-based compensation, uncertain tax positions, warranty reserve, and the valuation allowance on deferred tax assets.

9

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

Risks and Uncertainties

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

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

Fair Value of Financial Instruments

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

Assets and liabilities measured at fair value at March 31, 2024 and December 31, 2023 are as follows:

	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

	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

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

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

10

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

Accounts Receivable

Allowance for doubtful accounts at March 31, 2024 and December 31, 2023, was $15,587 and $15,587, respectively. For the three months ended March 31, 2024 and 2023, the Company recorded bad debt expense of $0 and $670, respectively.

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

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

Inventory

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

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

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

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

Revenue Recognition

The following represents the Company’s disaggregation of revenues for the three months ended March 31, 2024 and 2023:

11

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

	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 March 31, 2024 and 2023, 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	%

Advertising Costs

The Company recognized $0 and $5,978 in marketing and advertising costs during the three months ended March 31, 2024 and 2023.

Basic and Diluted Earnings (Loss) per Share

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

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

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.

12

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

Based on the potential common stock equivalents noted above at March 31, 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 common stock (unlimited) to settle any potential exercises of common stock equivalents.

Recent Accounting Standards

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

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

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

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

● Net loss of $378,390; and

● Net cash used in operations was $72,882

Additionally, at March 31, 2024, the Company had:

● Accumulated deficit of $26,216,142

● Stockholders’ deficit of $3,495,937; and

● Working capital deficit of $3,856,428

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

The Company has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales of its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved, or if achieved, could be sustained on a continuing basis. In making this assessment we performed a comprehensive analysis of our current circumstances including: our financial position, our cash flows and cash usage forecasts for the twelve months ended December 31, 2023, and our current capital structure including equity-based instruments and our obligations and debts.

If the Company does not obtain additional capital, the Company will be required to reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing and the Company is closely monitoring its cash balances, cash needs, and expense levels.

13

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

● Pursuing additional capital raising opportunities (debt or equity),

● Continue to execute on our strategic planning while increasing operational efficiency,

● Continuing to explore and execute prospective partnering or distribution opportunities; and

● Identifying unique market opportunities that represent potential positive short-term cash flow.

Note 4 – Loan Receivable – Related Party

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

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

On April 12, 2023, the Company exercised 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.

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.

During the three months ended 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.

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

14

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

	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	$	-

Note 5 – Property and Equipment

Property and equipment consisted of the following:

							Estimated Useful
	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

Depreciation expense for the three months ended March 31, 2024 and 2023, was $220 and $1,561, respectively.

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

Note 6 – Investments

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

The following is a summary of the Company’s investments at March 31, 2024 and December 31, 2023:

15

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

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

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

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 7 – Debt

The following represents a summary of the Company’s convertible notes payable, convertible note payable – related party, accounts receivable credit facility, and loans payable – related parties, key terms, and outstanding balances at March 31, 2024 and December 31, 2023, respectively:

Convertible Notes Payable

The Company historically executed multiple convertible notes with various lenders as follows:

16

 FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

	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

Conversion Rate $0.001 or 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.

	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

	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

On March 4, 2024, 1800 Diagonal Lending LLC 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 5,000 in legal and due diligence fees. This note is payable as follows:

17

 FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

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

During the three months ended March 31, 2024, third-party lender GS Capital converted $20,393 of principal, interest and penalties into 3,398,802 (post-split) shares of common stock. This resulted in a loss on debt extinguishment of $13,595.

Loans Payable – Related Parties

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

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

Loans payable - related parties is as follows:

		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

18

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

		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.

Loan Payable – Other

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

	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

19

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

At March 31, 2024, the Company was 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, who subsequently 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.

Accounts Receivable Credit Facility

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

On February 28, 2022, SST entered into a revolving accounts receivable and term loan financing and security agreement in the aggregate amount of $1,000,000 (subject to adjustment by the lender). The financing provides for advances up to $1,000,000, based upon 85% of eligible accounts receivable (as defined in the agreement) and subject to adjustment at the discretion of the lender. The amount was increased on June 21, 2022 to a total availability of $1,500,000.

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

The lender charges the following fees:

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

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

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

At March 31, 2024 and December 31, 2023, the Company was in default on the financial covenants noted above, Since then, the lender exercised its rights and placed the loan into default. The Company and the lender operate under the terms of the agreement but under Court ordered receivership, which is under negotiation for exit at the public company level and DTS subsidiary level.

The Company and its subsidiaries are guarantors of this Agreement.

20

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

	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

Note 8 – Derivative Liabilities

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

	Three Months Ended			Year Ended
	March 31, 2024			December 31, 2023
Exercise price	$	0.0055		$	0.01
Expected volatility		1,328	%		377	%
Risk-free interest rate		5.55	%		4.64% - 5.65	%
Expected term (in years)		1-3.00			1 – 3.00
Expected dividend rate		0	%		0	%

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

21

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

Note 9 – Commitments and Contingencies

Right-of-Use Operating Lease

On February 28, 2022, in connection with the acquisition of SST, the Company assumed a Right-of-Use (“ROU”) operating lease for its office space. The lease is for an initial term of five (5) years at $7,000 per month. There are no stated renewal terms. There were no other ROU leases in effect prior to the acquisition of SST.

At March 31, 2024 and December 31, 2023, the Company has no financing leases as defined in ASC 842, “Leases.”

During the year ended December 31, 2023, the lease was terminated and the primary office space vacated by the public company and its subdiairies.  As such, the right of use asset and lease liability were derecognized 

Litigation

On July 10, 2023, FOMO, its subsidiary SMARTSolution Technologies, Inc. and its predecessor 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 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.

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 $1,044,164.93 plus interest. Since our 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.

Note 10– Stockholders’ Deficit

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

Class A, Convertible Preferred Stock

- Par value - $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)

22

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

- Voting – on an as-converted basis – 50 votes for each share held (1,246,474,600 and 1,246,474,600 equivalent shares of common stock, 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

Class B, Convertible Preferred Stock

- 20,000,000 shares authorized

- 5,617,816, and 6,242,816 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 B converts into 1,000 shares of common stock (5,617,816,000 and 6,242,816,000 equivalent shares of common stock, at March 31, 2024 and December 31, 2023, respectively)

- Voting – on an as-converted basis – 1,000 votes for each share held (5,617,816,000 and 6,242,816,000 votes, at March 31, 2024 and December 31, 2023, 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

Class C, Convertible Preferred Stock

- 2,000,000 shares authorized

- 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

Common Stock

- Unlimited shares authorized

- No par value

- Voting at 1 vote per share

Equity Transactions for the Three Months Ended March 31, 2024

Stock Issued from Conversion of Convertible Debt

During the three months ended March 31, 2024, the Company issued 3,398,802 shares of common stock in connection with the conversion of convertible debt and accrued interest totaling $20,393, having a fair value of $33,988, based upon the quoted closing trading price on the date of conversion/extinguishment.

23

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

Stock Issued for Settlement of Accounts Payable – Class B, Preferred Stock

During the three months ended March 31, 2024, the Company issued 100,000 Series B Preferred shares for $10,000 of accounts payable, valued at $6,800.

Stock Returned – Class B, Preferred Stock

During the three months ended March 31, 2024, the Company received and returned to treasury 725,000 Series B Preferred shares.

Equity Transactions for the Three Months Ended March 31 2023

Stock Issued for Cashless Exercise of Warrants

Stock Issued for Services – Class B, Preferred Stock

The Company issued 10,000 shares of 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.

Note 11 – Warrants

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

					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	$	-

Note 12 – 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.

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.

24

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2024

UNAUDITED

Due to recurring losses, the Company’s tax provisions for the three months ended March 31, 2024 and 2023 were $0.

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

	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	%

At March 31, 2024 and December 31, 2023, the Company’s deferred tax assets were as follows:

	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	$	-		$	-

As of March 31, 2024 the Company had unused net operating loss carry forwards of approximately $20.0 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.

The Company’s valuation allowance at March 31, 2024 was $4,927,444. The change in the valuation allowance during the three months ended March 31, 2023 was an increase of approximately $350,000.

 Note 13 – Subsequent Events

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

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.

25

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

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

Cautionary Note Regarding Forward- Looking Statements

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

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

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

Company Overview

General

Acquisition of IAQ Technologies LLC

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

● Ultraviolet-C in-duct and portable devices;

● Hybrid disinfection devices with UVC, carbon filtration and HEPA filtration;

● Hybrid disinfection devices with UVC and Photo Plasma;

● Bio-polar ionization disinfection for virus and Volatile Organic Compound disinfection; and

● PPE (personal protective equipment) ranging from masks to gloves with factory-direct supply side logistics.

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

Acquisitions of Independence LED Lighting LLC and Energy Intelligence Center LLC

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

26

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

Following the acquisitions of the assets of ILED and EIC, the Company combined the assets and businesses of iLED and EIC PA into a newly formed wholly-owned subsidiary, Energy Intelligence Center, LLC (“EIC Wyoming”). The assets of this business were combined with a successor entity  and EIC was dissolved in 2024.

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

On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies L.P. and shares of SMARTSolution Technologies, Inc. (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.

Pursuant to the SPA, FOMO:

● issued to Seller 1,000,000 shares of its authorized but unissued Series B Preferred Shares;

● paid approximately $927,600 of SST’s indebtedness to the Seller and third parties;

● entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as SST’s Chief Executive Officer at an annual salary of $100,000; and

● as an incentive to retain SST’s other employees, issued to such employees, a total of 300,000,000 three-year common stock purchase warrants (the “Incentive Warrants”), each entitling the holder to purchase one share of SST common stock at an exercise price of $0.001 per share.

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

As a result of the growth in remote learning driven in part by the COVID-19 pandemic and government funding including ESSER Funds (Elementary Secondary School Emergency Relief) and the CARES Act (Coronavirus Aid, Relief, and Economic Security), SST is currently experiencing a significant increase in orders and sales and continuous growth in backlog. 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.

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, Taiwan and Foxconn internationally. SST believes that its relationship with its supplier is adequate, 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. Due to liquidity issues and a business downturn since June 2023, SST is has been placed into receivership by our senior lender effective April 1, 2024 and will be carried as a discontinued operation for accounting purposes.

SST currently employs 4 people, including 1 in administration, 1 in sales management and 2 in installation. As a result of its backlog and due to turnover, 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.

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Formation of Diamond Technology Solutions, LLC

On or around June 15, 2023, we formed a new subsidiary Diamond Technology Solutions, LLC to offer a wide array of products and services to customers nationwide including smart boards, access control systems, smart cameras, indoor farming, and other. In January 2024, we merged the assets and intellectual property of our EIC business into DTS to further add to its offering. We are currently seeking to capitalize DTS for growth and are evaluating merger and acquisition opportunities to add product depth and management to the business.

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 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 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

Three months ended March 31, 2024 as compared to three months ended March 31, 2023

Sales. During the three months ended March 31, 2024 and 2023, the Company had $156,006 and $552,328 in sales, respectively. The decrease from the 2023 quarter to the 2024 quarter was $346,806 (72%).

Cost 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.

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

General and Administrative Expenses. During the three months 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.

Other Income (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. 

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).

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

For the three months ended March 31, 2023, the Company incurred a net loss of $(3,789,993).

Our Auditors Have Issued a Going Concern Opinion

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.

These consolidated financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the settlement of liabilities and commitments in the normal course of business.

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

● an operating loss of $57,205; and

● net cash used in operations of $72,882.

Additionally, at March 31, 2024, the Company had: 

● an accumulated deficit of $26,216,142;

● stockholders’ deficit of $3,495,937; and

● a working capital deficit of $3,856,428.

Liquidity and Capital Resources

Cash Flows

Operating Activities

For the three months ended March 31, 2024 and 2023, the Company reflected net cash used in operating activities of $72,882 and $388,180, respectively, a decrease of $315,298 (81

Investing Activities

For the three months ended March 31, 2024 and 2023, the Company reflected net cash provided by investing activities of $(2,221) and $(14,689); primarily repayments of related party loans.

Financing Activities

For the three months ended March 31, 2024 and 2023, the Company reflected net cash provided by financing activities of $80,681 and $425,064, respectively, a decrease of $344,383 (81%). 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 three months 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.

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We manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand of $10,008 at March 31, 2024. 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. 

These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-month period subsequent to the date that these consolidated financial statements are issued. The consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business.

Management’s strategic plans include the following:

● Pursuing additional capital raising opportunities (debt or equity),

● Continue to execute on our strategic planning while increasing operational efficiency,

● Continuing to explore and execute prospective partnering or distribution opportunities; and

● Identifying unique market opportunities that represent potential positive short-term cash flow.

We expect our expenses will continue to increase during the foreseeable future as a result of increased operational expenses and the development of our clean air and audio/visual businesses. 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

None

Delinquent Loans

At March 31, 2024, 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.

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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 

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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 March 31, 2024 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.

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 $1,074,276.15 plus interest. We are working to settle these claims through a planned capital raise and sales of assets subject to Court approval.

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.

We 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.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

None

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

EX-31.1

EXHIBIT 31.1

CERTIFICATION

I, Vikram Grover, certify that:

1.	I have reviewed this report on Form 10-Q of FOMO WORLDWIDE, INC.;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

a.	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
c.	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent functions):

a.	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b.	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

/s/ Vikram Grover

Vikram Grover

President (Principal Executive, Financial and Accounting Officer)

July 16, 2024

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report of FOMO WORLDWIDE, INC. (the “Company”) on Form 10-Q for the period ending March 31, 2024 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned, in the capacities and on the dates indicated below, hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to his knowledge:

(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Vikram Grover

Vikram Grover

President (Principal Executive, Financial and Accounting Officer)

July 16, 2024

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	Mar. 31, 2024	Jul. 17, 2024
Cover [Abstract]
Document Type	10-Q
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Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	001-13126
Entity Registrant Name	FOMO WORLDWIDE, INC.
Entity Central Index Key	0000867028
Entity Tax Identification Number	83-3889101
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	625 Stanwix St. #2504
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15222
City Area Code	(630)
Local Phone Number	708-0750
Title of 12(b) Security	Common
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