8-K/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K/A

(3rd Amendment)

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 26, 2023

FOMO WORLDWIDE, INC.

(Exact name of Registrant as specified in its Charter)

california	001-13126	83-3889101
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

831 W North Ave., Pittsburgh, PA 15233

(Address of principal executive offices)

(630) 708-0750

(Registrant’s Telephone Number)

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR 230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR 240.12b-2) ☒

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 ☒

FOMO WORLDWIDE, INC. is referred to herein as “FOMO”, “we”, “us”, or the “Company”.

Background.

This Third Amendment to Form 8-K filed March 27, 2023 includes a formal request on behalf of the largest shareholder and an investor group of Peer to Peer Network for management of the Company to provide its books and records to us, given our proxy to represent said investor, for inspection under Wyoming business statutes. The correspondence is included herein as Exhibit 10.4.

Item 8.01 Other Events.

FOMO WORLDWIDE, INC. has sent correspondence to Peer to Peer Network aka Mobicard Inc. demanding a shareholder meeting to nominate a new slate of Directors. The letter is attached herein as Exhibit 10.1.

Item 9.01. Exhibits

(a) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:

Exhibit No.	Description
10.1	FOMO WORLDWIDE, INC. Demand for PTOP Shareholder Meeting – 03/26/2023*
10.2	FOMO WORLDWIDE, INC. Demand for PTOP Special Shareholder Meeting – 04/02/2023*
10.3	FOMO WORLDWIDE, INC. Demand for PTOP Books and Records – 04/17/2023*
10.4	FOMO WORLDWIDE, INC. Demand for PTOP Books and Records – 04/21/2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

*Incorporated by reference to Form 8-K filed on March 27, 2023, April 3, 2023 and April 17, 2023.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FOMO WORLDWIDE, INC.
Date: April 21, 2023	By:	/s/ Vikram Grover
		Vikram Grover
		Chief Executive Officer

EX-10.4

Exhibit 10.4

April 21, 2023

Josh Sodaitis

Chief Executive Officer

Peer to Peer Network aka Mobicard Inc.

https://www.ptopnetwork.com/

https://freemobicard.com/

Corporate Office:

45 Prospect Street

Cambridge, MA 02139

Registered Agents Inc.:

30 N Gould St. Ste R

Sheridan, WY 82801

via certified mail, first class mail, and e-mail: joshsmobicardinc@gmail.com & info@freemobicard.com

Mr. Sodaitis,

Andy Sanjani directly owns 1,662,455,448 common shares out of 18,098,761,412 issued and outstanding shares of Peer to Peer Network (OTC: PTOP) as per OTC Markets, and therefore is the single largest shareholder of the Company. He has held the shares for over six months. In order to verify the business conditions of the Company, the accuracy of its books and records, ascertain the true share count and shareholder votes cast in favor of corporate resolutions, and in the interests of protecting his investment and the investments of all shareholders, Mr. Sanjani is exercising his legal right under Wyoming Statute 17-16-1602(a)(b) as a 9.1% shareholder to be granted access to and/or copies of the books and records of Peer to Peer Network. Andy Sanjani has given FOMO WORLDWIDE, INC. proxy to request access to and copies of the books and records of the Company under Wyoming Statute 17-16-1603(a) [Scope of inspection right].

Therefore, I request PTOP documents under Wyoming Statute 17-16-1602 that should include but not be limited to the following for the years 2019 through today, recognizing the state rules attached in Exhibit A to this correspondence:

● Financial statements including P&L, statements of cash flows, balance sheets and exhibits and footnotes,

● Transfer agent records for share issuances for compensation, equity and debt financing, conversions of debt into equity, and other,

● Board resolutions and minutes,

● Shareholder resolutions for all corporate actions, with accurate lists of votes by investor with names and contact information; tax ID #’s should be redacted to final four digits,

● Monthly bank statements,

● State and federal tax filings,

● Shareholder presentations and letters,

● Financing documents and agreements for private placements with supporting legal opinion letters,

● Shareholder list and NOBO list as of today’s date obtained from the transfer agent and Broadridge,

● Share structure and debt schedule tables at each shareholder vote and as of today,

● Original Articles of Incorporation and Bylaws and all amendments to same,

● Any other material records for operating the public company and business entity.

In addition, per Wyoming Statute, you are required to send the pertinent documents by electronic transmission. This means sending by email or uploading to a virtual data room/Dropbox. For reference, please see Wyoming Statute 17-16-1603 (b). Scope of inspection right. The right to copy records under W.S. 17-16-1602 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.

Please provide electronic copies to my office in a virtual data room or similar capability via info@fomoworldwide.com. Please send all documents not available electronically within 5 business days to the following address:

FOMO WORLDWIDE, INC.

Attn: Vik Grover

831 W North Ave.

Pittsburgh, PA 15233

Thank you.

cc:	Dale Bergman, Esq. (FOMO WORLDWIDE, INC. SEC counsel),
	Scott Olson, Esq. (Peer to Peer Network SEC counsel),
	Secretary of State Wyoming,
	Attorney General State of Wyoming
	Andy Sanjani, CEO Think Latitude (owner of 1,662,455,448 common shares),
	James Bento, former CEO, CFO & Secretary Peer to Peer Network (owner of 390,000,000 common shares),
	Marc Lasky, former CEO Peer to Peer Network (owner of 135,529,500 common shares),
	Michael Lasky, former Chairman Peer to Peer Network (owner of 34,812,500 common shares),
	Vikram Grover, CEO FOMO WORLDWIDE, INC. (owner of 210,000,000 common shares).

Exhibit A – State of Wyoming Statute for Inspection of Records by Shareholders

17-16-1602. Inspection of records by shareholders.

(a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in W.S. 17-16-1601(e) if the shareholder gives the corporation written notice of the shareholder’s demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy.

(b) A shareholder who has been of record for at least six (6) months immediately preceding his demand and who shall be the holder of record of at least five percent (5%) of all the outstanding shares of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (c) of this section and gives the corporation written notice of the shareholder’s demand at least five (5) business days before the date on which the shareholder wishes to inspect and copy:

(i) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under W.S. 17-16-1602(a);

(ii) Accounting records of the corporation; and

(iii) The record of shareholders.

A shareholder may inspect and copy the records described in subsection (b) of this section only if:

(i) The shareholder’s demand is made in good faith and for a proper purpose;

(ii) The shareholder describes with reasonable particularity his purpose and the records he desires to inspect;

(iii) The records are directly connected with the shareholder’s purpose.

(d) The right of inspection granted by this section may not be abolished or limited, but may be expanded, by a corporation’s articles of incorporation or bylaws.

This section does not affect:

(i) The right of a shareholder to inspect records under W.S. 17-16-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

(ii) The power of a court, independently of this act, to compel the production of corporate records for examination.

(f) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

17-16-1603. Scope of inspection right.

(a) A shareholder’s agent or attorney has the same inspection and copying rights as the shareholder he represents.

(b) The right to copy records under W.S. 17-16-1602 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmission if available and so requested by the shareholder.

(c) The corporation may comply with a shareholder’s demand to inspect the record of shareholders under W.S. 17-16-1602(b)(iii) by providing the shareholder with a list of its shareholders that was compiled no earlier than the date of the shareholder’s demand.

(d) The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records.

XML

Cover	Mar. 26, 2023
Cover [Abstract]
Document Type	8-K/A
Amendment Flag	true
Amendment Description	3rd Amendment
Document Period End Date	Mar. 26, 2023
Entity File Number	001-13126
Entity Registrant Name	FOMO WORLDWIDE, INC.
Entity Central Index Key	0000867028
Entity Tax Identification Number	83-3889101
Entity Incorporation, State or Country Code	CA
Entity Address, Address Line One	831 W North Ave.
Entity Address, City or Town	Pittsburgh
Entity Address, State or Province	PA
Entity Address, Postal Zip Code	15233
City Area Code	(630)
Local Phone Number	708-0750
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common
Trading Symbol	FOMC
Entity Emerging Growth Company	true
Elected Not To Use the Extended Transition Period	true