UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

Washington,
D.C. 20549



FORM
10-K



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



For
the fiscal year ended December 31, 2022



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



For
the transition period from _____________ to _____________



Commission
file number 001-13126



FOMO
WORLDWIDE, INC.

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



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



831
W North Ave., Pittsburgh, PA 15233

(Address
of principal executive offices) (Zip Code)



(630)
708-0750

(Issuer’s
telephone number)



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



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



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



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



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



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



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



|Large accelerated filer | ☐                       | Accelerated filer         | ☐
|----------------------- | ----------------------- | ------------------------- | -
|Non-accelerated filer   | ☒                       | Smaller reporting company | ☒
|                        | Emerging growth company | ☐                        



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



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



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



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



DOCUMENTS
INCORPORATED BY REFERENCE



None.


















TABLE
OF CONTENTS



|                                                 |                                                                                                               | Page
|------------------------------------------------ | ------------------------------------------------------------------------------------------------------------- | ----
|                                                 |                                                                                                               |     
|CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS | 3                                                                                                            
|PART I                                           |                                                                                                               |     
|Item 1.                                          | Description of Business                                                                                       | 4   
|Item 1A.                                         | Risk Factors                                                                                                  | 6   
|Item 1B.                                         | Unresolved Staff Comments                                                                                     | 6   
|Item 2.                                          | Properties                                                                                                    | 6   
|Item 3.                                          | Legal Proceedings                                                                                             | 6   
|Item 4.                                          | Mine Safety Disclosures                                                                                       | 6   
|                                                 |                                                                                                               |     
|PART II                                          |                                                                                                               |     
|Item 5.                                          | Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 7   
|Item 6.                                          | Selected Financial Data                                                                                       | 7   
|Item 7.                                          | Management’s Discussion and Analysis of Financial Condition and Results of Operation                          | 7   
|Item 7A.                                         | Quantitative and Qualitative Disclosures about Market Risk                                                    | 11  
|Item 8.                                          | Financial Statements and Supplementary Data                                                                   | 11  
|Item 9.                                          | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                          | 12  
|Item 9A (T).                                     | Controls and Procedures                                                                                       | 12  
|Item 9B.                                         | Other Information                                                                                             | 13  
|                                                 |                                                                                                               |     
|PART III                                         |                                                                                                               |     
|Item 10.                                         | Directors, Executive Officers and Corporate Governance                                                        | 13  
|Item 11.                                         | Executive Compensation                                                                                        | 14  
|Item 12.                                         | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters                | 15  
|Item 13.                                         | Certain Relationships and Related Transactions                                                                | 15  
|Item 14.                                         | Principal Accountant Fees and Services                                                                        | 15  
|                                                 |                                                                                                               |     
|PART IV                                          |                                                                                                               |     
|Item 15.                                         | Exhibits; Financial Statement Schedules                                                                       | 15  
|Item 16.                                         | Form 10-K Summary                                                                                             | 17  
|                                                 |                                                                                                               |     
|SIGNATURES                                       |                                                                                                               | 18  



2







CAUTIONARY
NOTE ABOUT FORWARD-LOOKING STATEMENTS



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



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



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



3







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



PART
I



Item
1. Description of Business.



Company
Background



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



Acquisition
of IAQ Technologies LLC



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



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



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



Acquisitions
of Independence LED Lighting LLC and Energy Intelligence Center LLC



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



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



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



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



4







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



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



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



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



Pursuant
to the SPA, FOMO:



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



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



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



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



5







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



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



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



Series
B Preferred Shares



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



Corporate
Information



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



Item
1A. Risk Factors.



Not
applicable to smaller reporting companies



Item
1B. Unresolved Staff Comments.



None.



Item
2. Properties.



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



Item
3. Legal Proceedings.



None.



Item
4. Mine Safety Disclosures.



None.



6







PART
II



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



Market
Information



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



Holders
of Record



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



Dividends



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



Securities
Authorized for Issuance under Equity Compensation Plans



None.



Recent
Sales of Unregistered Securities



None.



Item
6. [Reserved]



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



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



7







Results
of Operations



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



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



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



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



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



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



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



Our
Auditors Have Issued a Going Concern Opinion



The
Company’s independent registered public accounting firm has expressed substantial doubt as to the Company’s ability to continue
as a going concern as of December 31, 2022. The consolidated financial statements in this report on Form 10-K have been prepared assuming
that the Company will continue as a going concern. As discussed in the notes to the consolidated financial statements, these conditions
raise substantial doubt from the Company’s ability to continue as a going concern. The Company’s plans in regard to these
matters are also described in the notes to the Company’s consolidated financial statements. The consolidated financial statements
do not include any adjustments relating to the recoverability and classification of asset carrying amounts or the amount and classification
of liabilities that might result should the Company be unable to continue as a going concern.



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



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



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



8







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



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



Liquidity
and Capital Resources at December 31, 2022



Operating
Activities



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



Investing
Activities



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



Financing
Activities



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



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



In
addition, during this period the Company issued 301,448,152 shares of common stock to lenders for conversions of $104,368 of principal
and interest related to third-party debt. The Company issued 650,000 shares of series B preferred stock for services rendered, having
a fair value of $535,000 ($0.0008 - $0.0009/share), based upon the quoted closing trading price of the Company’s common stock,
on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock.



We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand
of $99,954 at December 31, 2022. Although the Company intends to raise additional debt or equity capital, the Company expects to continue
to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could
be significant as product and service sales ramp up along with continuing expenses related to compensation, professional fees, development
and regulatory are incurred.



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



9







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



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



Management’s
strategic plans include the following:



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



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



Summary
of Significant Accounting Policies



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



Off-balance
Sheet Arrangements



None.



10







Item
7A. Quantitative and Qualitative Disclosures about Market Risk



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



Item
8. Financial Statements and Supplementary Data



Our
audited consolidated financial statements are set forth below.



11







FOMO
WORLDWIDE, INC. and Subsidiaries



INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS



|Reports of Independent Registered Public Accounting Firm Urish Popeck & Co., LLC (Firm ID:1013)    | F-2
|-------------------------------------------------------------------------------------------------- | ---
|                                                                                                   |    
|Reports of Independent Registered Public Accounting Firm Assurance Dimensions, Inc. (Firm ID:5036) | F-3
|                                                                                                   |    
|Consolidated Balance Sheets, December 31, 2022 and 2021                                            | F-4
|                                                                                                   |    
|Consolidated Statements of Operations for the years ended December 31, 2022 and 2021               | F-5
|                                                                                                   |    
|Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2022 and 2021    | F-6
|                                                                                                   |    
|Consolidated Statements of Cash Flows for the years ended December 31, 2022 and 2021               | F-7
|                                                                                                   |    
|Notes to Consolidated Financial Statements December 31, 2022 and 2021                              | F-8



F-1







Report of Independent Registered Public Accounting
Firm



To the Stockholders and Board of Directors



FOMO Worldwide, Inc.



Opinion on the Consolidated Financial
Statements



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



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



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



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



Basis for Opinion



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



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



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



/s/ Urish Popeck & Co., LLC



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



Pittsburgh, PA

April 14, 2023



F-2









REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Board of Directors and
Stockholders of FOMO Corp.



Opinion
on the Financial Statements



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



Explanatory
Paragraph- Going Concern



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



Basis
for Opinion



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



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



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



Critical
Audit Matters



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



Valuation
and impairment of intangible assets



Description
of the Matter



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



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



How
We Addressed the Matter in Our Audit



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



|/s/
    Assurance Dimensions                                                       
|-----------------------------------------------------------------------------------
|                                                                                   
|We
    have served as the Company’s auditor since 2022.                            
|                                                                                   
|Margate,
                                            Florida
    April
    28, 2022





F-3







FOMO
WORLDWIDE, INC. and Subsidiaries

Consolidated
Balance Sheets



|                                                                                                                                                                                                                    |  | As of             |             |   | As of             |  
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | ----------------- | ----------- | - | ----------------- | -
|                                                                                                                                                                                                                    |  | December 31, 2022 |             |   | December 31, 2021 |  
|Assets                                                                                                                                                                                                              |  |                   |             |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Current assets                                                                                                                                                                                                      |  |                   |             |   |                   |  
|Cash                                                                                                                                                                                                                |  | $                 | 96,954      |   |                   | $
|Accounts receivable, net                                                                                                                                                                                            |  |                   | 1,682,654   |   |                   |  
|Loan to related party                                                                                                                                                                                               |  |                   | 45,261      |   |                   |  
|Inventory, net                                                                                                                                                                                                      |  |                   | 382,457     |   |                   |  
|Prepaid expense                                                                                                                                                                                                     |  |                   | 9,458       |   |                   |  
|Total current assets                                                                                                                                                                                                |  |                   | 2,216,784   |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Property and equipment - net                                                                                                                                                                                        |  |                   | 80,844      |   |                   |  
|Operating lease - right-of-use asset                                                                                                                                                                                |  |                   | 281,937     |   |                   |  
|Intangible assets- net                                                                                                                                                                                              |  |                   | 514,476     |   |                   |  
|Goodwill                                                                                                                                                                                                            |  |                   | 350,110     |   |                   |  
|Investments                                                                                                                                                                                                         |  |                   | 140,006     |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Total assets                                                                                                                                                                                                        |  | $                 | 3,584,157   |   |                   | $
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Liabilities and stockholders’ deficit                                                                                                                                                                               |  |                   |             |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Liabilities                                                                                                                                                                                                         |  |                   |             |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Current liabilities                                                                                                                                                                                                 |  |                   |             |   |                   |  
|Accounts payable                                                                                                                                                                                                    |  | $                 | 1,657,084   |   |                   | $
|Accounts receivable credit facility                                                                                                                                                                                 |  |                   | 1,276,467   |   |                   |  
|Operating lease liability                                                                                                                                                                                           |  |                   | 63,556      |   |                   |  
|Unearned revenue                                                                                                                                                                                                    |  |                   | 578,354     |   |                   |  
|Loan payable related party                                                                                                                                                                                          |  |                   | 25,048      |   |                   |  
|Convertible loans payable due to non-related parties, net                                                                                                                                                           |  |                   | 645,006     |   |                   |  
|Loans payable- other                                                                                                                                                                                                |  |                   | 243,692     |   |                   |  
|Preferred stock dividend payable                                                                                                                                                                                    |  |                   | 171,646     |   |                   |  
|Derivative liabilities                                                                                                                                                                                              |  |                   | 981,766     |   |                   |  
|Total current liabilities                                                                                                                                                                                           |  |                   | 5,642,619   |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Long-term liabilities                                                                                                                                                                                               |  |                   |             |   |                   |  
|Loan payable related party                                                                                                                                                                                          |  |                   | 284,480     |   |                   |  
|Operating lease liability                                                                                                                                                                                           |  |                   | 227,701     |   |                   |  
|Total current liabilities                                                                                                                                                                                           |  |                   | 512,181     |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Total liabilities                                                                                                                                                                                                   |  | $                 | 6,154,800   |   |                   | $
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Commitments and Contingencies (Note 10)                                                                                                                                                                             |  |                   | -           |   |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Stockholders’ deficit                                                                                                                                                                                               |  |                   |             |   |                   |  
|Preferred stock Class A; $0.0001 par value authorized: 78,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 5,750,000 and 5,750,000 at December 31, 2022 and 2021, respectively    |  |                   | 575         |   |                   |  
|Preferred stock Class B; $0.0001 par value authorized: 20,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 5,289,982 and 5,249,982 at December 31, 2022 and 2021, respectively    |  |                   | 529         |   |                   |  
|Preferred stock Class C; $0.0001 par value authorized: 2,000,000 shares at December 31, 2022 and 2021, respectively: and issued and outstanding 1,000,000 and 1,000,000 at December 31, 2022 and 2021, respectively |  |                   | 100         |   |                   |  
|Preferred
    Stock Value                                                                                                                                                                                           |  |                   | -           |   |                   |  
|Common stock; no par value authorized: 20,000,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 8,620,188,088 and 7,177,931,757 at December 31, 2022 and 2021, respectively        |  |                   | 9,023,334   |   |                   |  
|Additional paid-in-capital                                                                                                                                                                                          |  |                   | 12,503,100  |   |                   |  
|Accumulated deficit                                                                                                                                                                                                 |  |                   | (24,098,281 | ) |                   |  
|Total stockholders’ deficit                                                                                                                                                                                         |  |                   | (2,570,643  | ) |                   |  
|                                                                                                                                                                                                                    |  |                   |             |   |                   |  
|Total liabilities and stockholders’ deficit                                                                                                                                                                         |  | $                 | 3,584,157   |   |                   | $



The
accompanying notes are an integral part of these financial statements



F-4







FOMO
WORLDWIDE, INC. and Subsidiaries

Consolidated
Statement of Operations



|                                                                        |  | 2022                            |               |   | 2021 |  
|----------------------------------------------------------------------- |  | ------------------------------- | ------------- | - | ---- | -
|                                                                        |  | For the Year Ended December 31, |              
|                                                                        |  | 2022                            |               |   | 2021 |  
|                                                                        |  |                                 |               |   |      |  
|Operating revenue                                                       |  | $                               | 7,515,541     |   |      | $
|                                                                        |  |                                 |               |   |      |  
|Cost of revenue                                                         |  |                                 | 6,467,990     |   |      |  
|                                                                        |  |                                 |               |   |      |  
|Gross profit                                                            |  |                                 | 1,047,551     |   |      |  
|                                                                        |  |                                 |               |   |      |  
|Operating expenses:                                                     |  |                                 |               |   |      |  
|Loss on impairment                                                      |  |                                 | -             |   |      |  
|General and administrative                                              |  |                                 | 2,645,480     |   |      |  
|Total operating expenses                                                |  |                                 | 2,645,480     |   |      |  
|                                                                        |  |                                 |               |   |      |  
|Loss from operations                                                    |  |                                 | (1,597,929    | ) |      |  
|                                                                        |  |                                 |               |   |      |  
|Other income (expenses)                                                 |  |                                 |               |   |      |  
|Interest expense                                                        |  |                                 | (502,409      | ) |      |  
|Amortization of debt discount                                           |  |                                 | (573,845      | ) |      |  
|Loan forgiveness                                                        |  |                                 | -             |   |      |  
|Unrealized loss on investments                                          |  |                                 | (667,237      | ) |      |  
|Loss on debt conversion                                                 |  |                                 | (205,691      | ) |      |  
|Loss on non-refundable deposit for business                             |  |                                 | -             |   |      |  
|Gain on debt extinguishment (derivative liabilities – convertible debt) |  |                                 | 226,391       |   |      |  
|Initial derivative expense                                              |  |                                 | (194,887      | ) |      |  
|Change in fair value of derivative liabilities                          |  |                                 | (165,883      | ) |      |  
|Total other expenses                                                    |  |                                 | (2,083,561    | ) |      |  
|                                                                        |  |                                 |               |   |      |  
|Loss before income taxes                                                |  |                                 | (3,681,490    | ) |      |  
|                                                                        |  |                                 |               |   |      |  
|Provision for income taxes                                              |  |                                 | -             |   |      |  
|                                                                        |  |                                 |               |   |      |  
|Net loss                                                                |  | $                               | (3,681,490    | ) |      | $
|                                                                        |  |                                 |               |   |      |  
|Preferred stock dividends                                               |  |                                 | (171,646      | ) |      |  
|                                                                        |  |                                 |               |   |      |  
|Net loss available to common shareholders                               |  | $                               | (3,853,136    | ) |      | $
|                                                                        |  |                                 |               |   |      |  
|Net loss per share, basic and diluted                                   |  | $                               | (0.0005       | ) |      | $
|                                                                        |  |                                 |               |   |      |  
|Weighted average common equivalent share outstanding, basic and diluted |  |                                 | 8,308,889,427 |   |      |  



The
accompanying notes are an integral part of these financial statements



F-5







FOMO
WORLDWIDE, INC. and Subsidiaries

Consolidated
Statement of Stockholders’ Deficit

For
the years ended December 31, 2022 and 2021





|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|------------------------------------------------------------------------------------------------- |  | ---------------------- | ------------- |  | ------------------- | - | --------- | ---------------------- |  |  | ---------------------- |  |  | ---------------------- | --- |  | ---------------------- |  | ---------- | ---------------------- |  | - | ---------------------- | - |  | --------------------------- | --------- |  | -------------------------------- | - | --- | ------------------------ | - | - | --------------------------------- | -
|                                                                                                  |  | Common
    Stock       |               |  | Preferred
    Stock |   |           |                        |  |  |                        |  |  |                        |     |  |                        | 
|                                                                                                  |  |                        |               |  |                     |   |           | Class
    A            |  |  | Class
    B            |  |  | Class
    C            |     |  |                        |  |            |                        |  |   |                        |   |  |                             |          
|                                                                                                  |  | Number
     of  Shares |               |  | No
     par  value  |   |           | Number
     of  Shares |  |  | $0.0001
     par value |  |  | Number
     of  Shares |     |  | $0.0001
     par value |  |            | Number
     of  Shares |  |   | $0.0001
     par value |   |  | Common
     Stock  Issuable |           |  | Additional
     paid-in  capital |   |     | Accumulated
     deficit |   |   | Total
     stockholders’  deficit |  
|Balance,
    December 31, 2020                                                                    |  | 4,713,543,121          |               |  | 4,232,960           |   |           | 3,000,000              |  |  | 300                    |  |  | 4,463,815              |     |  | 446                    |  |            | 1,000,000              |  |   | 100                    |   |  | 125,000                     |           |  | 3,139,400                        |   |     | (7,662,645               | ) |   | (164,439                          | )
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Conversion
    of convertible debt                                                                |  |                        | 1,396,567,128 |  |                     |   | 2,822,118 |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Stock
    issued for loan cost                                                                    |  |                        | 10,000,000    |  |                     |   | 20,000    |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|Issue
    of common shares for cash                                                               |  |                        | 527,500,000   |  |                     |   | 1,000,000 |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|Issue
    of preferred A shares for cash                                                          |  |                        | -             |  |                     |   | -         |                        |  |  | 2,750,000              |  |  |                        | 275 |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Issue
    of preferred B shares as non-refundable deposit to acquire business                     |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | 175,000    |                        |  |   | 18                     |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|Issue
    of preferred B shares to acquire assets                                                 |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | 375,000    |                        |  |   | 38                     |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|Issue
    of preferred B shares for services                                                      |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | 571,167    |                        |  |   | 57                     |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Conversion
    of preferred series B shares to common shares                                      |  |                        | 335,000,000   |  |                     |   | 34        |                        |  |  |                        |  |  |                        |     |  |                        |  | (335,000   | )                      |  |   | (34                    | ) |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Common
    shares issued for services                                                             |  |                        | 195,321,508   |  |                     |   | 556,664   |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|Warrants                                                                                          |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|Cancel
    Common stock issuable                                                                  |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | (125,000                          | )
|Net
    loss                                                                                      |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Balance,
    December 31, 2021                                                                    |  |                        | 7,177,931,757 |  |                     | $ | 8,631,776 |                        |  |  | 5,750,000              |  |  | $                      | 575 |  |                        |  | 5,249,982  |                        |  | $ | 525                    |   |  |                             | 1,000,000 |  |                                  | $ | 100 |                          |   | $ | -                                 |  
|Beginning
    balance                                                                             |  |                        | 7,177,931,757 |  |                     | $ | 8,631,776 |                        |  |  | 5,750,000              |  |  | $                      | 575 |  |                        |  | 5,249,982  |                        |  | $ | 525                    |   |  |                             | 1,000,000 |  |                                  | $ | 100 |                          |   | $ | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Issuance
    of stock in cashless exercise of warrants                                            |  |                        | 645,833,333   |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Issuance
    of stock for services                                                                |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | 650,000    |                        |  |   | 65                     |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Acquisition
    of Smart Solutions Technologies, Inc. - net of broker fees                        |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | 1,000,000  |                        |  |   | 100                    |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Return
    of shares related to acquisition of Smart Solutions Technologies, Inc.                 |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | (1,000,000 | )                      |  |   | (100                   | ) |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Issuance
    of stock in conversion of debt and accrued interest                                  |  |                        | 301,448,152   |  |                     |   | 310,059   |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Return
    and cancellation of Series B shares                                                    |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | (250,000   | )                      |  |   | (25                    | ) |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Conversion
    of Series B preferred stock into common stock                                      |  |                        | 360,000,000   |  |                     |   | 30        |                        |  |  | -                      |  |  |                        | -   |  |                        |  | (360,000   | )                      |  |   | (36                    | ) |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Warrants
    issued for services                                                                  |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Warrants
    issued for services - related party                                                  |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Reclassification
    of financial instruments that ceased to be derivative liabilities (warrants) |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Shares
    issued in transfer agent conversion                                                    |  |                        | 134,974,846   |  |                     |   | 81,469    |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Preferred
    dividends                                                                           |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|                                                                                                  |  |                        |               |  |                     |   |           |                        |  |  |                        |  |  |                        |     |  |                        |  |            |                        |  |   |                        |   |  |                             |           |  |                                  |   |     |                          |   |   |                                   |  
|Net
    loss                                                                                      |  |                        | -             |  |                     |   | -         |                        |  |  | -                      |  |  |                        | -   |  |                        |  | -          |                        |  |   | -                      |   |  |                             | -         |  |                                  |   | -   |                          |   |   | -                                 |  
|Balance,
    December 31, 2022                                                                    |  |                        | 8,620,188,088 |  |                     | $ | 9,023,334 |                        |  |  | 5,750,000              |  |  | $                      | 575 |  |                        |  | 5,289,982  |                        |  | $ | 529                    |   |  |                             | 1,000,000 |  |                                  | $ | 100 |                          |   | $ | -                                 |  
|Ending
    balance                                                                                |  |                        | 8,620,188,088 |  |                     | $ | 9,023,334 |                        |  |  | 5,750,000              |  |  | $                      | 575 |  |                        |  | 5,289,982  |                        |  | $ | 529                    |   |  |                             | 1,000,000 |  |                                  | $ | 100 |                          |   | $ | -                                 |  





The
accompanying notes are an integral part of these financial statements



F-6







FOMO
WORLDWIDE, INC. and Subsidiaries

Consolidated
Statement of Cash Flows



|                                                                                                        |  | 2022                            |            |   | 2021 |  
|------------------------------------------------------------------------------------------------------- |  | ------------------------------- | ---------- | - | ---- | -
|                                                                                                        |  | For the year ended December 31, |           
|                                                                                                        |  | 2022                            |            |   | 2021 |  
|Cash flows provided by (used for) operating activities:                                                 |  |                                 |            |   |      |  
|Net loss                                                                                                |  | $                               | (3,681,490 | ) |      | $
|Adjustments to reconcile net loss to net cash provided by (used for) operating activities:              |  |                                 |            |   |      |  
|Stock based compensation                                                                                |  |                                 | 616,469    |   |      |  
|Depreciation, depletion and amortization                                                                |  |                                 | 60,641     |   |      |  
|Amortization of debt discount                                                                           |  |                                 | 573,845    |   |      |  
|Bad debt expense                                                                                        |  |                                 | -          |   |      |  
|Loss on debt extinguishment                                                                             |  |                                 | 205,691    |   |      |  
|PPP loan forgiveness                                                                                    |  |                                 | -          |   |      |  
|Impairment loss                                                                                         |  |                                 | -          |   |      |  
|Warrants issued for stockholder relations                                                               |  |                                 | -          |   |      |  
|Warrants issued for services                                                                            |  |                                 | 227,211    |   |      |  
|Warrants issued for service - related party                                                             |  |                                 | 13,981     |   |      |  
|Preferred B shares issued for services                                                                  |  |                                 | -          |   |      |  
|Common shares issued for services                                                                       |  |                                 | -          |   |      |  
|Amortization of operating lease - right-of-use asset                                                    |  |                                 | 63,292     |   |      |  
|Initial derivative expense                                                                              |  |                                 | 194,887    |   |      |  
|Realized and unrealized loss on investment                                                              |  |                                 | 667,237    |   |      |  
|Loss on non-refundable deposit for business                                                             |  |                                 | -          |   |      |  
|Gain on debt extinguishment                                                                             |  |                                 | (226,391   | ) |      |  
|Change in fair value of derivative liabilities                                                          |  |                                 | 165,883    |   |      |  
|Decrease (increase in operating assets                                                                  |  |                                 |            |   |      |  
|Accounts receivable                                                                                     |  |                                 | (976,284   | ) |      |  
|Prepaid expenses                                                                                        |  |                                 | (9,235     | ) |      |  
|Inventory                                                                                               |  |                                 | (165,912   | ) |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Increase(decrease) in operating liabilities                                                             |  |                                 |            |   |      |  
|Accounts payable                                                                                        |  |                                 | 1,305,723  |   |      |  
|Unearned revenue                                                                                        |  |                                 | (103,963   | ) |      |  
|Accrued officers salary                                                                                 |  |                                 | (181,084   | ) |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Net cash used for operating activities                                                                  |  |                                 | (1,249,499 | ) |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Cash flows provided by (used for) investing activities                                                  |  |                                 |            |   |      |  
|Cash acquired in acquisition of Smart Solutions Technologies, L.P.                                      |  |                                 | 223,457    |   |      |  
|Purchase of property and equipment                                                                      |  |                                 | (4,408     | ) |      |  
|Purchase of investments, net of sales                                                                   |  |                                 | (41,781    | ) |      |  
|Repayment of loan receivable- related party                                                             |  |                                 | 109,623    |   |      |  
|Loan made to related party                                                                              |  |                                 | (101,152   | ) |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Net cash provided by (used for) investing activities                                                    |  |                                 | 185,739    |   |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Cash flows provided by (used for) Financing activities                                                  |  |                                 |            |   |      |  
|Proceeds of convertible notes                                                                           |  |                                 | 378,750    |   |      |  
|Proceeds from issuance of convertible note - related party                                              |  |                                 | 195,000    |   |      |  
|Proceeds from loans payable                                                                             |  |                                 | 638,060    |   |      |  
|Repayment of convertible note                                                                           |  |                                 | (647,528   | ) |      |  
|Proceeds of related party loan                                                                          |  |                                 | -          |   |      |  
|Proceeds from issuance of convertible note - related party                                              |  |                                 | -          |   |      |  
|Repayment of loans payable                                                                              |  |                                 | (199,368   | ) |      |  
|Repayments of note payable - government - SBA                                                           |  |                                 | (150,000   | ) |      |  
|Repayments of loans payable - related parties                                                           |  |                                 | (229,891   | ) |      |  
|Repayments of convertible note - related party                                                          |  |                                 | (195,000   | ) |      |  
|Proceeds from draw downs on accounts receivable credit facility                                         |  |                                 | 7,269,906  |   |      |  
|Repayment on accounts receivable credit facility                                                        |  |                                 | (5,993,439 | ) |      |  
|Issuance of preferred A shares                                                                          |  |                                 | -          |   |      |  
|Issuance of common shares                                                                               |  |                                 | -          |   |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Net cash provided by (used for) financing activities                                                    |  |                                 | 1,066,490  |   |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Net (decrease) increase in cash                                                                         |  |                                 | 2,730      |   |      |  
|Cash, beginning of period                                                                               |  |                                 | 94,224     |   |      |  
|                                                                                                        |  |                                 |            |   |      |  
|Cash, end of period                                                                                     |  | $                               | 96,954     |   |      | $
|                                                                                                        |  |                                 |            |   |      |  
|Supplemental disclosure of cash flow information                                                        |  |                                 |            |   |      |  
|Cash paid for interest                                                                                  |  | $                               | 273,655    |   |      | $
|Cash paid for taxes                                                                                     |  | $                               | -          |   |      | $
|Supplemental disclosure of non-cash investing and financing activities                                  |  |                                 |            |   |      |  
|Stock issued for debt                                                                                   |  | $                               | 104,368    |   |      | $
|Right-of-use asset obtained in exchange for new operating lease liability                               |  | $                               | 345,229    |   |      | $
|Issuance of Preferred B shares to acquire businesses                                                    |  | $                               | 700,000    |   |      | $
|Return of Preferred B shares in amended acquisition agreement                                           |  |                                 | (700,000   | ) |      |  
|Initial derivative recorded as debt                                                                     |  | $                               | 194,887    |   |      | $
|Conversion of preferred B shares to common                                                              |  | $                               | 61         |   |      | $
|Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants) |  | $                               | 425,000    |   |      |  
|Preferred stock dividends                                                                               |  | $                               | 171,646    |   |      |  
|Common stock issued for debt                                                                            |  | $                               | -          |   |      | $



The
accompanying notes are an integral part of these financial statements



F-7







FOMO
WORLDWIDE, INC. and subsidiaries

NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS

December
31, 2022 and 2021



Note
1 – BASIS OF PRESENTATION AND ORGANIZATION



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



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



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



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



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

Schedule
of Parent and Subsidiaries

|Company Name                                   |  | Incorporation Date |      |  | State of Incorporation | 
|---------------------------------------------- |  | ------------------ | ---- |  | ---------------------- | 
|FOMO WORLDWIDE, INC. (“FOMO” or the “Company”) |  |                    | 1990 |  |                        | 
|FOMO Advisors, LLC (“FOMOAD”)                  |  |                    | 2021 |  |                        | 
|SMARTSolution Technologies, L.P. (“SST”)       |  |                    | 1995 |  | 1                      | 
|IAQ Technologies, LLC (“IAQ”)                  |  |                    | 2020 |  | 2                      | 
|Energy Intelligence Center, LLC (“EIC”)        |  |                    | 2021 |  | 3                      | 



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



IAQ
Technologies, LLC



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



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



F-8







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



Independence
LED Lighting, LLC and Energy Intelligence Center, LLC



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



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



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



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



See
Note 9.



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



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



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



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



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



See
note 9.



F-9







Note
2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Basis
of Presentation



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



Consolidation



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



Reclassifications



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



Use
of Estimates



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



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



Risks
and Uncertainties



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



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



Coronavirus
(“COVID-19”) Pandemic



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



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



F-10







Cash



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



Fair
Value of Financial Instruments



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



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



The
three tiers are defined as follows:



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



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



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



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



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



F-11







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



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

Schedule
of Fair Value of Assets And Liabilities

|                                         |  | Total |         |  | Level 1 |   |        | Level 2 |  |  | Level 3 | 
|---------------------------------------- |  | ----- | ------- |  | ------- | - | ------ | ------- |  |  | ------- | 
|Assets                                   |  |       |         |  |         |   |        |         |  |  |         | 
|Investments                              |  | $     | 140,006 |  |         | $ | 75,006 |         |  |  | -       | 
|Total assets measured at fair value      |  | $     | 140,006 |  |         | $ | 75,006 |         |  |  | -       | 
|                                         |  |       |         |  |         |   |        |         |  |  |         | 
|Liabilities                              |  |       |         |  |         |   |        |         |  |  |         | 
|Derivative liability                     |  | $     | 981,766 |  |         |   | -      |         |  |  | -       | 
|Total liabilities measured at fair value |  | $     | 981,766 |  |         |   | -      |         |  |  | -       | 



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



|                                         |  | Total |           |  | Level 1 |   |         | Level 2 |  |  | Level 3 | 
|---------------------------------------- |  | ----- | --------- |  | ------- | - | ------- | ------- |  |  | ------- | 
|Assets                                   |  |       |           |  |         |   |         |         |  |  |         | 
|Investments                              |  | $     | 765,463   |  |         | $ | 740,463 |         |  |  | -       | 
|Total assets measured at fair value      |  | $     | 765,463   |  |         | $ | 740,463 |         |  |  | -       | 
|                                         |  |       |           |  |         |   |         |         |  |  |         | 
|Liabilities                              |  |       |           |  |         |   |         |         |  |  |         | 
|Derivative liability                     |  | $     | 1,105,537 |  |         |   | -       |         |  |  | -       | 
|Total liabilities measured at fair value |  | $     | 1,105,537 |  |         |   | -       |         |  |  | -       | 



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



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



Cash
and Cash Equivalents and Concentration of Credit Risk



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



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



Accounts
Receivable



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



F-12







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



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



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



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



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

Schedule
of Concentration of Risk Percentage

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



Inventory



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



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



At
December 31, 2022 and 2021 inventory consisted of:

Schedule
of Inventory

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



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



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

Schedule
of Vendor Purchase Concentrations Percentage

F-13









|       |  | Year Ended December 31, |   
|------ |  | ----------------------- | --
|Vendor |  | 2022                    |   
|A      |  |                         | 89
|Total  |  |                         | 89



Impairment
of Long-lived Assets



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



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



Goodwill
and Other Acquired Intangible Assets



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



Property
and Equipment



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



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



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



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



Derivative
Liabilities



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



Earnings
Per Share (EPS)



F-14







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



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



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



Original
Issue Discount



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



Debt
Issue Cost



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



Operating
Lease



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



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



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



F-15







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



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



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



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



See
Note 10.



Revenue
Recognition



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



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



Identify
the contract with a customer.



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



F-16







Identify
the performance obligations in the contract.



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



Determine
the transaction price.



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



Allocate
the transaction price to performance obligations in the contract.



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



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



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



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



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



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



Sales
taxes and other similar taxes are excluded from revenue.



F-17







Smart
Boards and Installation Services



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



Installation
Services



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



Clean
Air Technology



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



Contract
Liabilities (Deferred Revenue)



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



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



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

Schedule
of Disaggregation of Revenue

|                                 |  | Years Ended December 31, |          
|-------------------------------- |  | ------------------------ | ---------
|                                 |  | 2022                     |          
|Revenue                          |  | Revenue                  |          
|Smart boards and installation    |  | $                        | 7,014,591
|Installation and repair services |  |                          | 471,942  
|Clean air technology products    |  |                          | 29,008   
|Total Revenues                   |  | $                        | 7,515,541



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

Schedule
of Sales Concentrations Percentage

|         |  | Years Ended December 31, |   
|-------- |  | ------------------------ | --
|Customer |  | 2022                     |   
|A        |  |                          | 30
|B        |  |                          | 17
|C        |  |                          | 13
|Total    |  |                          | 60



Cost
of Sales



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



F-18







Income
Taxes



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



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



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



Advertising
Costs



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



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



Stock-Based
Compensation



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



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



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



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



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



F-19







Stock
Warrants



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



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



Basic
and Diluted Earnings (Loss) per Share



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



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

Schedule
of Anti Dilutive Equity Securities Outstanding

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



|1 – | Each share converts into 50 shares of common stock.                                                                                                                                                                                                                                                                                        
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                            
|2 – | Each share converts into 1,000 shares of common stock.                                                                                                                                                                                                                                                                                     
|    |                                                                                                                                                                                                                                                                                                                                            
|3 – | Each share converts into 1 share of common stock.                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                            
|4 - | Certain notes have exercise
    prices that have a discount to market and cause variability into the potential amount of common stock equivalents outstanding at
    each reporting period. As a result, the amount computed for common stock equivalents could change given the quoted closing trading
    price at each reporting period.
|    |                                                                                                                                                                                                                                                                                                                                            
|5 - | Represents those that are vested and exercisable.                                                                                                                                                                                                                                                                                          



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



F-20







Related
Parties



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



Recently
Issued Accounting Pronouncements



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



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



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



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





F-21







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



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



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



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



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



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



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



We
manage liquidity risk by reviewing, on an ongoing basis, our sources of liquidity and capital requirements. The Company has cash on hand
of $96,954 at December 31, 2022. Although the Company intends to raise additional debt or equity capital, the Company expects to continue
to incur significant losses from operations and have negative cash flows from operating activities for the near-term. These losses could
be significant as product and service sales ramp up along with continuing expenses related to compensation, professional fees, development
and regulatory are incurred.



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



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



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





F-22







Management’s
strategic plans include the following:



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



Note
4 – LOAN RECEIVABLE, RELATED PARTY



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



Effective
September 1, 2022, the Company increased our available loan to Himalaya of $50,000 to $100,000.00 to fund its operations.
On or around that date we waived all defaults on the loan and extended the maturity of the loan to December 31, 2023.



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

Summary
of Loans Receivables Advances Related Party

|                            |  | Loan Receivable |              
|--------------------------- |  | --------------- | -------------
|Terms                       |  | Related Party   |              
|                            |  |                 |              
|Issuance dates of advances  |  |                 | 2021         
|Maturity date               |  |                 | Due on Demand
|Interest rate               |  |                 | 20           
|Collateral                  |  |                 | Unsecured    
|                            |  |                 |              
|Balance - December 31, 2020 |  | $               | -            
|Advances                    |  |                 | 53,732       
|Balance - December 31, 2021 |  |                 | 53,732       
|Beginning Balance           |  |                 | 53,732       
|                            |  |                 |              
|Advances                    |  |                 | 25,149       
|Repayments                  |  |                 | (33,620      
|Balance – December 31, 2022 |  | $               | 45,261       
|Ending balance              |  | $               | 45,261       



Note
5 – PROPERTY AND EQUIPMENT



Property
and equipment consisted of the following:

Schedule
of Property and Equipment

|                                   |  | December
    31, |         |  | December
    31, |   |   | Estimated
    Useful
|---------------------------------- |  | ---------------- | ------- |  | ---------------- | - | - | --------------------
|                                   |  | 2022             |         |  | 2021             |   |   | Lives (Years)       
|                                   |  |                  |         |  |                  |   |   |                     
|Leasehold Improvements             |  | $                | 178,278 |  |                  | $ | - |                     
|Vehicles                           |  |                  | 53,777  |  |                  |   | - |                     
|Furniture                          |  |                  | 19,595  |  |                  |   | - |                     
|Equipment                          |  |                  | 9,408   |  |                  |   | - |                     
|Computer                           |  |                  | -       |  |                  |   | - |                     
|Property and Equipment gross       |  |                  | 261,058 |  |                  |   | - |                     
|Accumulated depreciation           |  |                  | 180,214 |  |                  |   | - |                     
|Total property and equipment - net |  | $                | 80,844  |  |                  | $ | - |                     





F-23







Depreciation
expense for the years ended December 31, 2022 and 2021, was $6,117 and $0, respectively.



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



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



See
Note 9.



Note
6 – INVESTMENTS



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



During
the year ended December 31, 2019, the Company issued 400,000 shares of preferred class B stock in exchange for 210,000,000 shares of
Peer-to-Peer Inc (PTOP). The shares were valued at the market price of $0.0023 per share, or $483,000, at the acquisition date. The shares
are valued at the market prices at December 31, 2022 and 2021 of $0.00030 and $0.00070 and per share, respectively, for a total investment
of $63,000 and $147,000, respectively.



During
the year ended December 31, 2019, the Company received 1,000,000 shares of KANAB CORP. for consulting services provided by the Company’s
CEO, Vikram Grover. The shares were valued at $0.0122 per share or $12,220 at the acquisition date. On July 31, 2021, the Company transferred
the shares to Himalaya Technologies Inc (HMLA) for 150,000 shares of the preferred B stock in HMLA. The Company valued the investment
of HMLA and the carrying value of KANAB CORP at the time the shares were exchanged. The fair value at December 31, 2021 for HMLA is $12,000.
HMLA is a related party as it has common officers and control. On June 28, 2021, FOMO Advisors LLC was also granted 50,000,000 warrants
with a five-year expiration and $.0001 exercise price of Himalaya Technologies Inc (HMLA). The warrants were valued at zero due to their
illiquid nature.



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



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





F-24







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

SCHEDULE
OF INVESTMENTS

|December
    31, 2022              |  |                                       
|---------------------------------- |  | --------------------------------------
|Securities
    Held                |  | Acquisition Date                      
|                                   |  |                                       
|Securities                         |  | Stock, options and warrants           
|Himalaya Technologies, Inc. (HMLA) |  | Series B, preferred stock and warrants
|Mobicard, Inc. (PTOP)              |  | Common stock                          
|GenBio, Inc.                       |  | Private company                       
|                                   |  |                                       



|1
    - | all
    investments are held at our third-party independent broker.                                                                                                                                                                                                                                                       
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2
    - | during
    2021, the Company exchanged 1,000,000 shares of Kanab Corp for 150,000 shares of Series B, preferred stock in HMLA. During 2021,
    a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. Our
    CEO is also the CEO of HMLA.         
|        | The
    Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time
    of exchange. They are convertible into HMLA common shares on a 1-1000 basis. At December 31, 2022, the value of common shares of
    HMLA if converted would be $450,000.
|3
    - | based
    upon the quoted closing trading price.                                                                                                                                                                                                                                                                          
|4
    - | based
    on cost method.                                                                                                                                                                                                                                                                                                 



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



|December
    31, 2022
|---------------------
|                     
|Description          
|Marketable securities



|December
    31, 2021              |  |                                       
|---------------------------------- |  | --------------------------------------
|Securities
    Held                |  | Acquisition Date                      
|                                   |  |                                       
|Securities                         |  | Stock, options, and warrants          
|Himalaya Technologies, Inc. (HMLA) |  | Series B, preferred stock and warrants
|Mobicard, Inc. (PTOP)              |  | Common stock                          
|GenBio, Inc.                       |  | Private company                       
|                                   |  |                                       



|1
    - | all
    investments are held at our third-party independent broker.                                                                                                                                                                                                                                              
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2
    - | during
    2021, the Company exchanged 1,000,000 shares of Kanab Corp for 150,000 shares of Series B, preferred stock in HMLA. During 2021,
    a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. Our
    CEO is also the CEO of HMLA.
|        | The
    Series B shares are not publicly traded and are based upon the cost method. The valuation of these shares was determined at the time
    of exchange. They are convertible into HMLA common shares on a 1-1000 basis.                                                                                    
|3
    - | based
    upon the quoted closing trading price.                                                                                                                                                                                                                                                                 
|4
    - | based
    on cost method.                                                                                                                                                                                                                                                                                        





F-25







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



|December
    31, 2021
|---------------------
|                     
|Description          
|Marketable securities



Note
7 – DEBT



The
following represents a summary of the Company’s convertible notes payable, convertible note payable – related party, accounts
receivable credit facility, and loans payable – related parties, key terms, and outstanding balances at December 31, 2022 and 2021,
respectively:



Convertible
Notes Payable



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

SCHEDULE
OF CONVERTIBLE NOTES PAYABLE

|                                    |  | Convertible
    Notes Payable                                                           
|----------------------------------- |  | ----------------------------------------------------------------------------------------
|                                    |  | GS Capital                                                                              
|                                    |  |                                                                                         
|Issuance Dates of Convertible Notes |  | June 2021 - April 2022                                                                  
|Maturity Dates of Convertible Notes |  | April 2022 - April 2023                                                                 
|Interest Rate                       |  | 10                                                                                      
|Default Interest Rate               |  | 24                                                                                      
|Collateral                          |  | Unsecured                                                                               
|Conversion Rate                     |  | $0.001 or 60% of the average of the two (2) lowest prices in the prior
    20-day period





F-26







|                                       |  | GS
    Capital |          |   | PowerUp
    Lending |   |         | Sixth
    Street Lending |  |   | Various  |   |  | Total |         
|-------------------------------------- |  | -------------- | -------- | - | ------------------- | - | ------- | ------------------------ |  | - | -------- | - |  | ----- | --------
|                                       |  |                |          |   |                     |   |         |                          |  |   |          |   |  |       |         
|Balance - December 31, 2020            |  | $              | -        |   |                     | $ | -       |                          |  | $ | -        |   |  | $     | 226,186 
|Balance                                |  | $              | -        |   |                     | $ | -       |                          |  | $ | -        |   |  | $     | 226,186 
|Debt converted to common stock         |  |                | -        |   |                     |   | -       |                          |  |   | -        |   |  |       | (483,436
|Proceeds from issuance of notes        |  |                | 380,000  |   |                     |   | 43,750  |                          |  |   | 78,750   |   |  |       | 372,250 
|Prepayment of convertible note in cash |  |                | -        |   |                     |   | -       |                          |  |   | -        |   |  |       | (115,000
|Balance                                |  | $              | 380,000  |   |                     | $ | 43,750  |                          |  | $ | 78,750   |   |  | $     | -       
|Less: unamortized debt discount        |  |                | (318,455 | ) |                     |   | (31,524 | )                        |  |   | (63,216  | ) |  |       | -       
|Balance – December 31, 2021            |  | $              | 61,545   |   |                     | $ | 12,226  |                          |  | $ | 15,534   |   |  | $     | -       
|Balance                                |  | $              | 61,545   |   |                     | $ | 12,226  |                          |  | $ | 15,534   |   |  | $     | -       
|                                       |  |                |          |   |                     |   |         |                          |  |   |          |   |  |       |         
|Balance - December 31, 2021            |  | $              | 380,000  |   |                     | $ | 43,750  |                          |  | $ | 78,750   |   |  | $     | -       
|Balance                                |  | $              | 380,000  |   |                     | $ | 43,750  |                          |  | $ | 78,750   |   |  | $     | -       
|                                       |  |                |          |   |                     |   |         |                          |  |   |          |   |  |       |         
|Proceeds from issuance of notes        |  |                | 335,000  |   |                     |   | -       |                          |  |   | 43,750   |   |  |       | -       
|Conversion of accrued interest to note |  |                | 16,206   |   |                     |   |         |                          |  |   |          |   |  |       |         
|Repayment of notes                     |  |                | -        |   |                     |   | -       |                          |  |   | (122,500 | ) |  |       | -       
|Conversion of debt to common stock     |  |                | (55,000  | ) |                     |   | (43,750 | )                        |  |   | -        |   |  |       | -       
|Balance                                |  |                | 676,206  |   |                     |   | -       |                          |  |   | -        |   |  |       | -       
|Less: unamortized debt discount        |  |                | (31,200  | ) |                     |   | -       |                          |  |   | -        |   |  |       | -       
|Balance - December 31, 2022            |  | $              | 645,006  |   |                     | $ | -       |                          |  | $ | -        |   |  | $     | -       
|Balance                                |  | $              | 645,006  |   |                     | $ | -       |                          |  | $ | -        |   |  | $     | -       



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



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



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



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



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



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



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





F-27







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



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



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



Convertible
Note Payable – Modification



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



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



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



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



Repayment
of Convertible Debt in Default



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



Convertible
Note Payable – Related Party



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

SCHEDULE
OF CONVERTIBLE NOTE PAYABLE RELATED PARTY

|                                  |  | Convertible Debt  |                                                               
|--------------------------------- |  | ----------------- | --------------------------------------------------------------
|                                  |  | Related
    Party |                                                               
|                                  |  |                   |                                                               
|Issuance Date of Convertible Note |  |                   | March
                                            31, 2022    
|Maturity Date of Convertible Note |  |                   | September
                                            30, 2022
|Interest Rate                     |  |                   | 11.50                                                         
|Default Interest Rate             |  |                   | 0.00                                                          
|Collateral                        |  |                   | 1                                                             
|Conversion Rate                   |  |                   | 2                                                             
|                                  |  |                   |                                                               
|Balance - December 31, 2021       |  | $                 | -                                                             
|Proceeds from issuance of note    |  |                   | 195,000                                                       
|Repayments                        |  |                   | (195,000                                                      
|Balance – December 31, 2022       |  | $                 | -                                                             



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





F-28







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



Loans
Payable – Related Parties



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



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



Loans
payable - related parties is as follows:

SCHEDULE
OF LOANS PAYABLE - RELATED PARTIES

|                                  |  |   | 11                                                        |   |  |   | 22                                                        |   |  |   | 33                                                        |   |  |   |          |  
|--------------------------------- |  | - | --------------------------------------------------------- | - |  | - | --------------------------------------------------------- | - |  | - | --------------------------------------------------------- | - |  | - | -------- | -
|                                  |  |   | Loan
                                            Payable  |   |  |   | Loan
                                            Payable  |   |  |   | Loan
                                            Payable  |   |  |   |          |  
|                                  |  |   | Related
                                            Party |   |  |   | Related
                                            Party |   |  |   | Related
                                            Party |   |  |   | Total    |  
|                                  |  |   |                                                           |   |  |   |                                                           |   |  |   |                                                           |   |  |   |          |  
|Issuance Date of Loan             |  |   | Various                                                   |   |  |   | Various                                                   |   |  |   | Various                                                   |   |  |   |          |  
|Maturity Date of Convertible Note |  |   | Due
                                            on Demand |   |  |   | Due
                                            on Demand |   |  |   | Due
                                            on Demand |   |  |   |          |  
|Interest Rate                     |  |   | 0.00                                                      | % |  |   | 0.00                                                      | % |  |   | 0.00                                                      | % |  |   |          |  
|Default Interest Rate             |  |   | 0.00                                                      | % |  |   | 0.00                                                      | % |  |   | 0.00                                                      | % |  |   |          |  
|Collateral                        |  |   | Unsecured                                                 |   |  |   | Unsecured                                                 |   |  |   | Unsecured                                                 |   |  |   |          |  
|Conversion Rate                   |  |   | None                                                      |   |  |   | None                                                      |   |  |   | None                                                      |   |  |   |          |  
|                                  |  |   |                                                           |   |  |   |                                                           |   |  |   |                                                           |   |  |   |          |  
|Balance - December 31, 2020       |  | $ | -                                                         |   |  | $ | 3,574                                                     |   |  | $ | -                                                         |   |  | $ | 3,574    |  
|Balance                           |  | $ | -                                                         |   |  | $ | 3,574                                                     |   |  | $ | -                                                         |   |  | $ | 3,574    |  
|Proceeds from advances            |  |   | -                                                         |   |  |   | 1,594                                                     |   |  |   | 17,546                                                    |   |  |   | 19,140   |  
|Balance - December 31, 2021       |  |   | -                                                         |   |  |   | 5,168                                                     |   |  |   | 17,546                                                    |   |  |   | 22,714   |  
|Balance                           |  |   | -                                                         |   |  |   | 5,168                                                     |   |  |   | 17,546                                                    |   |  |   | 22,714   |  
|                                  |  |   |                                                           |   |  |   |                                                           |   |  |   |                                                           |   |  |   |          |  
|Debt acquired in SST acquisition  |  |   | 321,705                                                   |   |  |   | -                                                         |   |  |   | -                                                         |   |  |   | 321,705  |  
|Advance                           |  |   | 326,911                                                   |   |  |   | -                                                         |   |  |   | 14,741                                                    |   |  |   | 341,652  |  
|Repayments                        |  |   | (364,136                                                  | ) |  |   | -                                                         |   |  |   | (12,407                                                   | ) |  |   | (376,543 | )
|Balance – December 31, 2022       |  | $ | 284,480                                                   |   |  | $ | 5,168                                                     |   |  | $ | 19,880                                                    |   |  | $ | 309,528  |  
|Balance                           |  | $ | 284,480                                                   |   |  | $ | 5,168                                                     |   |  | $ | 19,880                                                    |   |  | $ | 309,528  |  



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





F-29







Loan
Payable – Other



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



SCHEDULE
OF LOAN PAYABLE OTHER

|                            |  | Loan
    Payable - Other |                                                          
|--------------------------- |  | ------------------------ | ---------------------------------------------------------
|                            |  |                          |                                                          
|Issuance Date of Loan       |  |                          | April
                                            1, 2022
|Maturity Date of Loan       |  |                          | April
                                            1, 2023
|Interest Rate               |  |                          | 16.00                                                    
|Default Interest Rate       |  |                          | 0.00                                                     
|Collateral                  |  |                          | Unsecured                                                
|Conversion Rate             |  |                          | None                                                     
|                            |  |                          |                                                          
|Balance - December 31, 2021 |  | $                        | -                                                        
|Proceeds                    |  |                          | 443,060                                                  
|Repayments                  |  |                          | (199,368                                                 
|Balance - December 31, 2022 |  | $                        | 243,692                                                  



Accounts
Receivable Credit Facility



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



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



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



The
lender charges the following fees:



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



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



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



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



The
Company and its subsidiaries are guarantors of this Agreement.





F-30







Accounts
receivable credit facility is as follows:

SCHEDULE
OF ACCOUNTS RECEIVABLE CREDIT FACILITY

|                                 |  | Accounts Receivable |                                                              
|-------------------------------- |  | ------------------- | -------------------------------------------------------------
|                                 |  | Credit
    Facility |                                                              
|                                 |  |                     |                                                              
|Issuance Date of credit facility |  |                     | February
                                            28, 2022
|Maturity Date of credit facility |  |                     | February
                                            28, 2024
|Interest Rate                    |  |                     | 11.50                                                        
|Default Interest Rate            |  |                     | 0.00                                                         
|Collateral                       |  |                     | All
                                            assets       
|Conversion Rate                  |  |                     | None                                                         
|                                 |  |                     |                                                              
|Balance - December 31, 2021      |  | $                   | -                                                            
|Proceed from drawdowns           |  |                     | 7,269,906                                                    
|Repayments                       |  |                     | (5,993,439                                                   
|Balance – December 31, 2022      |  | $                   | 1,276,467                                                    



Note
8 – DERIVATIVE LIABILITIES



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



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



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

SCHEDULE
OF DERIVATIVE LIABILITIES AT FAIR VALUE



|                         |  | Year Ended        |                                                          |   | Year Ended        |  
|------------------------ |  | ----------------- | -------------------------------------------------------- | - | ----------------- | -
|                         |  | December 31, 2022 |                                                          |   | December 31, 2021 |  
|                         |  |                   |                                                          |   |                   |  
|Exercise price           |  | $                 | 0.0001
                                       - $0.01    |   |                   | $
|Expected volatility      |  |                   | 196%
                                            - 377   | % |                   |  
|Risk-free interest rate  |  |                   | 0.73%
                                            - 2.99 | % |                   |  
|Expected term (in years) |  |                   | 0.30
                                            - 3.00  |   |                   |  
|Expected dividend rate   |  |                   | 0                                                        | % |                   |  





F-31







A
reconciliation of the beginning and ending balances for the derivative liability measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) is as follows at December 31, 2022 and 2021:

SCHEDULE
OF DERIVATIVE LIABILITIES

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



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



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



Note
9 – ACQUISITIONS AND PRO FORMA FINANCIAL INFORMATION



Acquisition
for the Year Ended December 31, 2022



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



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



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



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





F-32







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

SCHEDULE
OF FAIR VALUE OF ASSETS ACQUIRED AND LIABILITIES ASSUMED

|Consideration                                                               |  |   |           |  
|--------------------------------------------------------------------------- |  | - | --------- | -
|Value of earn out agreement                                                 |  | $ | 75,328    |  
|                                                                            |  |   |           |  
|Fair value of consideration transferred                                     |  |   | 75,328    |  
|                                                                            |  |   |           |  
|Recognized amounts of identifiable assets acquired and liabilities assumed: |  |   |           |  
|                                                                            |  |   |           |  
|Cash                                                                        |  |   | 223,457   |  
|Accounts receivable                                                         |  |   | 669,580   |  
|Inventory                                                                   |  |   | 208,431   |  
|Property and equipment                                                      |  |   | 82,553    |  
|Operating lease - right-of-use asset                                        |  |   | 345,229   |  
|Supplier relationships                                                      |  |   | 149,000   |  
|Trade name                                                                  |  |   | 420,000   |  
|Total assets acquired                                                       |  |   | 2,098,250 |  
|                                                                            |  |   |           |  
|Accounts payable and accrued expenses                                       |  |   | 268,553   |  
|Contract liabilities (deferred revenue)                                     |  |   | 671,217   |  
|Loan payable - related party                                                |  |   | 421,799   |  
|Note payable - government – SBA                                             |  |   | 150,000   |  
|Notes payable                                                               |  |   | 516,234   |  
|Operating lease liability                                                   |  |   | 345,229   |  
|Total liabilities assumed                                                   |  |   | 2,373,032 |  
|                                                                            |  |   |           |  
|Total net liabilities assumed                                               |  |   | (274,782  | )
|                                                                            |  |   |           |  
|Goodwill in purchase of Smart Solution Technologies
    L.P.                |  | $ | 350,110   |  



In
connection with the purchase of SST, $50,000 was paid as a broker fee. This amount has been included in the consolidated statements of
operations as a component of general and administrative expenses. There were no other additional transaction costs incurred.



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



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



Goodwill
is not deductible for tax purposes.



The
estimated future amortization of the acquired supplier relationships and trade name are as follows:



SCHEDULE
OF FUTURE AMORTIZATION OF ACQUIRED SUPPLIER RELATIONSHIPS AND TRADE NAME

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





F-33







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

SCHEDULE
OF INTANGIBLE ASSETS

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



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



Element
1: Total Dollar Value: $45,480



| | 1. | In
    March of 2022, Mitchell Schwartz issued a cash loan to FOMO WORLDWIDE in the amount of $185,000 with a Success Fee of $10,000 for
    a total repayment of $195,000; non-amortized.                                                                                                                                                                                                                           
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | 2. | Mr.
    Schwartz received a single payment of $50,000 from SST for partial repayment of this loan.                                                                                                                                                                                                                                                                                                                   
| | 3. | In
    exchange for the remainder of Insider Loan, ($145,000) Mr. Schwartz agreed to take assignment of a $100,000 Real Estate Loan, made
    by SST to an affiliate. This note included the repayment to Mr. Schwartz of the $10,000 Success Fee and monthly interest of $1,250
    which matured Feb. 28, 2022. Total value of this note now issued to Mr. Schwartz and no longer associated with FOMO was $118,750
| | 4. | The
    remaining balance of the Insider Loan, equal to $26,250($145,000 - $118,750)                                                                                                                                                                                                                                                                                                                                 
| | 5. | This
    agreement retained Mr. Schwartz residual salary through Feb. 2023, equal to $19,230                                                                                                                                                                                                                                                                                                                         



Element
2: Total Dollar Value: $139,000



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



Element
3: Total Dollar Value: $100,000



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



Summary:



| | 1. | All
    items associated with this agreement were equal in value to $284,480 and are to be paid to Mr. Schwartz as monthly payroll outlay
    over 36 months, beginning in March of 2023.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Supplemental
Pro Forma Information (Unaudited)



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





F-34







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

SCHEDULE OF BUSINESS ACQUISITION PROFORMA INFORMATION

|                                            |  | Year Ended            |               |   | Year Ended            |  
|------------------------------------------- |  | --------------------- | ------------- | - | --------------------- | -
|                                            |  | December
    31, 2022 |               |   | December
    31, 2021 |  
|                                            |  |                       |               |   |                       |  
|Revenues                                    |  | $                     | 8,894,888     |   |                       | $
|                                            |  |                       |               |   |                       |  
|Net loss                                    |  | $                     | (3,534,017    | ) |                       | $
|                                            |  |                       |               |   |                       |  
|Loss per share – basic                      |  | $                     | (0.00         | ) |                       | $
|                                            |  |                       |               |   |                       |  
|Loss per share – diluted                    |  | $                     | (0.00         | ) |                       | $
|                                            |  |                       |               |   |                       |  
|Weighted average number of shares – basic   |  |                       | 8,308,889,427 |   |                       |  
|                                            |  |                       |               |   |                       |  
|Weighted average number of shares – diluted |  |                       | 8,308,889,427 |   |                       |  



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



Acquisitions
for the Year Ended December 31, 2021



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



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



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



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



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



SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET

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





F-35







|Recognized amounts of identifiable assets acquired: |  |   |           |  |  |   |           | 
|--------------------------------------------------- |  | - | --------- |  |  | - | --------- | 
|                                                    |  |   |           |  |  |   |           | 
|Website                                             |  |   | 259,000   |  |  |   | 261,600   | 
|Trade Names                                         |  |   | 505,600   |  |  |   | 2,157,800 | 
|Software                                            |  |   | 401,000   |  |  |   | -         | 
|Total assets acquired                               |  |   | 1,165,600 |  |  |   | 2,419,400 | 
|                                                    |  |   |           |  |  |   |           | 
|Goodwill                                            |  | $ | 313,521   |  |  | $ | 880,600   | 



Supplemental
Pro Forma Information (Unaudited)



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



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

SCHEDULE
OF BUSINESS ACQUISITION PROFORMA RELATED TO SUPPLEMENT INFORMATION

|                                 |  | 2021 |           
|-------------------------------- |  | ---- | ----------
|                                 |  |      |           
|Operating revenues               |  | $    | 890,075   
|Cost of revenues                 |  |      | 607,833   
|Gross profit                     |  |      | 282,242   
|Operating expenses:              |  |      |           
|General and administrative       |  |      | 5,061,430 
|Loss from operations             |  |      | (4,779,188
|                                 |  |      |           
|Other income (expenses)          |  |      |           
|Interest expense                 |  |      | (730,825  
|Bad debt                         |  |      | -         
|Loan forgiveness                 |  |      | 11,593    
|Loss on investment               |  |      | (435,037  
|Loss on impairment               |  |      | (6,419,944
|Gain on debt conversion          |  |      | 514,425   
|Debt settlement gain (loss)      |  |      | (231,930  
|Write off old inventory          |  |      | -         
|Derivative liability gain (loss) |  |      | 3,569,489 
|Total other expenses             |  |      | (3,722,229
|                                 |  |      |           
|Loss before income taxes         |  |      | (8,501,417
|Provision for income taxes       |  |      | -         
|Net loss                         |  | $    | (8,501,417



Note
10 – COMMITMENTS AND CONTINGENCIES



Right-of-Use
Operating Lease



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



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





F-36





SCHEDULE OF OPERATING LEASE ASSETS AND LIABILITIES

|                                                                                   |  | December
    31, 2022 |        
|---------------------------------------------------------------------------------- |  | --------------------- | -------
|Assets                                                                             |  |                       |        
|                                                                                   |  |                       |        
|Operating lease - right-of-use asset
    - non-current                             |  | $                     | 281,937
|                                                                                   |  |                       |        
|Liabilities                                                                        |  |                       |        
|                                                                                   |  |                       |        
|Operating lease liability                                                          |  | $                     | 291,257
|                                                                                   |  |                       |        
|Weighted-average remaining lease term (years)                                      |  |                       | 4.09   
|                                                                                   |  |                       |        
|Weighted-average discount rate                                                     |  |                       | 8      
|                                                                                   |  |                       |        
|The components of lease expense were as follows:                                   |  |                       |        
|                                                                                   |  |                       |        
|Operating lease costs                                                              |  |                       |        
|                                                                                   |  |                       |        
|Amortization of right-of-use operating lease asset                                 |  | $                     | 63,292 
|Lease liability expense in connection with obligation
    repayment                |  |                       | 23,265 
|Total operating lease costs                                                        |  | $                     | 86,557 
|                                                                                   |  |                       |        
|Supplemental cash flow information related to operating leases was as
    follows: |  |                       |        
|                                                                                   |  |                       |        
|Operating cash outflows from operating lease (obligation
    payment)              |  | $                     | 38,622 
|Right-of-use asset obtained in exchange for new
    operating lease liability      |  | $                     | 345,229



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



SCHEDULE
OF FUTURE MINIMUM LEASE PAYMENTS

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



Note
11– STOCKHOLDERS’ DEFICIT



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



Class
A, Convertible Preferred Stock



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





F-37







| | - | Par
    value - $0.0001                                                                                                                                                                        
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | Conversion
    – each share of Class A converts into 50 shares of common stock (287,500,000 and 287,500,000 equivalent shares of common stock,
    at December 31, 2022 and 2021, respectively)
| | - | Voting
    – on an as-converted basis – 50 votes for each share held (287,500,000 and 287,500,000 votes, at December 31, 2022 and
    2021, respectively)                                      
| | - | Dividends
    – $0.0035 per share per annum accrued whether or not declared by the Board of Directors                                                                                          
| | - | Liquidation
    preference – none                                                                                                                                                              
| | - | Rights
    of redemption – none                                                                                                                                                                



Class
B, Convertible Preferred Stock



| | - | 20,000,000
    shares authorized                                                                                                                                                                      
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | 5,289,982
    and 5,249,982 shares designated, issued and outstanding at December 31, 2022 and 2021, respectively                                                                                     
| | - | Stated
    value – none                                                                                                                                                                               
| | - | Par
    value - $0.0001                                                                                                                                                                               
| | - | Conversion
    – each share of Class B converts into 1,000 shares of common stock (5,289,982,000 and 5,249,982,000 equivalent shares of common
    stock, at December 31, 2022 and 2021, respectively)
| | - | Voting
    – on an as-converted basis – 1,000 votes for each share held (5,289,982,000 and 5,249,982,000 votes, at December 31,
    2022 and December 31, 2021, respectively)                         
| | - | Dividends
    – 1% per annum accrued whether or not declared by the Board of Directors                                                                                                                
| | - | Liquidation
    preference – none                                                                                                                                                                     
| | - | Rights
    of redemption – none                                                                                                                                                                       



Class
C, Convertible Preferred Stock



| | - | 2,000,000
    shares authorized                                                                                                                                                          
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | - | 1,000,000
    and 1,000,000 shares designated, issued and outstanding at December 31, 2022 and 2021, respectively                                                                        
| | - | Stated
    value – none                                                                                                                                                                  
| | - | Par
    value - $0.0001                                                                                                                                                                  
| | - | Conversion
    – each share of Class C converts into 1 share of common stock (1,000,000 and 1,000,000 equivalent shares of common stock, at
    December 31, 2022 and 2021, respectively)
| | - | Voting
    – on an as-converted basis – 100,000 votes for each share held (100,000,000,000 and 100,000,000,000 votes, at December
    31, 2022 and 2021, respectively)                   
| | - | Dividends
    – 1% per annum accrued whether or not declared by the Board of Directors                                                                                                   
| | - | Liquidation
    preference – none                                                                                                                                                        
| | - | Rights
    of redemption – none                                                                                                                                                          



Common
Stock



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



Equity
Transactions for the Year Ended December 31, 2022



Stock
Issued for Cashless Exercise of Warrants



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





F-38







Stock
Issued for Services – Class B, Preferred Stock



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



Acquisition
of SST



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



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



See
Note 9.



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



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



Conversion
of Class B Preferred Stock to Common Stock



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



Return
and Cancellation of Class B Preferred Stock to Common Stock



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



Equity
Transactions for the Year Ended December 31, 2021



Stock
Issued from Conversion of Convertible Debt



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



Stock
Issued for Loan Costs



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



Stock
Issued for Cash – Common Stock



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





F-39







Stock
Issued for Cash – Class A, Preferred Stock



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



Stock
Issued as a Non-Refundable Deposit to Acquire



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



Stock
Issued to Acquire Assets of Businesses



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



Stock
Issued for Services – Class B Preferred Stock



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



Conversion
of Class B Preferred Stock to Common Stock



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



Stock
Issued for Services – Common Stock



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



Cancellation
of Common Stock Issuable



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



Note
12 – WARRANTS



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

SCHEDULE OF WARRANTS ACTIVITY

|                                                |  |           |               |   |                    |   |        | Weighted
    Average |  |  |           | 
|----------------------------------------------- |  | --------- | ------------- | - | ------------------ | - | ------ | -------------------- |  |  | --------- | 
|                                                |  |           |               |   | Weighted           |   |        | Remaining            |  |  | Aggregate | 
|                                                |  | Number of |               |   | Average            |   |        | Contractual          |  |  | Intrinsic | 
|Warrants                                        |  | Warrants  |               |   | Exercise
    Price |   |        | Term
    (Years)     |  |  | Value     | 
|Outstanding and exercisable - December 31, 2020 |  |           | 713,571,428   |   |                    | $ | 0.0011 |                      |  |  | 2.92      | 
|Granted                                         |  |           | 1,288,541,667 |   |                    | $ | 0.0018 |                      |  |  | -         | 
|Exercised                                       |  |           | -             |   |                    | $ | -      |                      |  |  | -         | 
|Cancelled/Forfeited                             |  |           | -             |   |                    | $ | -      |                      |  |  | -         | 
|Outstanding - December 31, 2021                 |  |           | 2,002,113,095 |   |                    | $ | 0.0016 |                      |  |  | 2.38      | 
|Exercisable - December 31, 2021                 |  |           | 2,002,113,095 |   |                    | $ | 0.0016 |                      |  |  | 2.38      | 
|Outstanding - December 31, 2021                 |  |           | 2,002,113,095 |   |                    | $ | 0.0016 |                      |  |  | 2.38      | 
|Exercisable - December 31, 2021                 |  |           | 2,002,113,095 |   |                    | $ | 0.0016 |                      |  |  | 2.38      | 
|Granted                                         |  |           | 660,000,000   |   |                    | $ | 0.0011 |                      |  |  | -         | 
|Exercised                                       |  |           | (750,000,000  | ) |                    | $ | 0.0001 |                      |  |  | -         | 
|Cancelled/Forfeited                             |  |           | (618,571,428  | ) |                    | $ | .00034 |                      |  |  | -         | 
|Outstanding – December 31, 2022                 |  |           | 1,293,541,667 |   |                    | $ | 0.0013 |                      |  |  | 1.86      | 
|Exercisable – December 31, 2022                 |  |           | 1,143,541,667 |   |                    | $ | 0.0014 |                      |  |  | 1.71      | 





F-40







Warrant
Transactions for the Year Ended December 31, 2022



Convertible
Debt Issuances



In
connection with convertible debt issued to various lenders, the Company granted 165,000,000, three-year (3) warrants. These warrants
have an exercise price of $0.0001 - $0.0012. See Note 7 for derivative liabilities and related mark to market accounting.



Employee
Compensation



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



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

SUMMARY OF FAIR VALUE OF WARRANTS

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



Employee
Compensation



The
Company granted 195,000,000, three-year (3) warrants to a board director and employee for services rendered.



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



SUMMARY
OF FAIR VALUE OF WARRANTS

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



Cashless
Exercise of Warrants



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



Warrant
Transactions for the Year Ended December 31, 2021



Convertible
Debt Issuances



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



Employee
Compensation



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





F-41







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



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




Note
13 – INCOME TAXES



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



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



Due
to recurring losses, the Company’s tax provision for the years ended December 31 2022 and 2021 was $0.



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

SUMMARY
OF EFFECTIVE INCOME TAX RATE

|                                                                                                |  | 2022 |       |   | 2021 | 
|----------------------------------------------------------------------------------------------- |  | ---- | ----- | - | ---- | 
|Statutory federal rate                                                                          |  |      | -21.0 | % |      | 
|State income tax rate, net of federal benefit                                                   |  |      | -3.6  | % |      | 
|Permanent differences, including stock-based compensation and impairment
    of acquired assets |  |      | 8.6   | % |      | 
|Change in valuation allowance                                                                   |  |      | 16.0  | % |      | 
|Effective tax rate                                                                              |  |      | 0.0   | % |      | 



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

SUMMARY
OF DEFERRED TAX ASSETS

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



As
of December 31, 2022 the Company had unused net operating loss carry forwards of approximately $17.1 million available to reduce future
federal taxable income. Net operating loss carryforwards expire through fiscal years beginning in 2023 and extending to indefinite. Internal
Revenue Code Section 382 places a limitation on the amount of taxable income that can be offset by carryforwards after a change in control
(generally a greater than 50% change in ownership).



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





F-42







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



SCHEDULE OF NET OPERATING LOSS CARRYOVER LOSS



|NOL carry over loss |  |  |      |  | Nol carry over loss |   |            | Expiration | 
|------------------- |  |  | ---- |  | ------------------- | - | ---------- | ---------- | 
|Expiration          |  |  |      |  |                     |   |            |            | 
|NOL                 |  |  | 2013 |  |                     | $ | 84,206     |            | 
|                    |  |  | 2014 |  |                     |   | 494,301    |            | 
|                    |  |  | 2015 |  |                     |   | 680,549    |            | 
|                    |  |  | 2016 |  |                     |   | 651,537    |            | 
|                    |  |  | 2017 |  |                     |   | 1,239,493  |            | 
|                    |  |  | 2018 |  |                     |   | 1,843,498  |            | 
|                    |  |  | 2019 |  |                     |   | 48,201     |            | 
|                    |  |  | 2020 |  |                     |   | 140,808    |            | 
|                    |  |  | 2021 |  |                     |   | 9,262,185  |            | 
|                    |  |  | 2022 |  |                     |   | 2,823,829  |            | 
|                    |  |  |      |  |                     | $ | 17,268,607 |            | 



Note
14 – SUBSEQUENT EVENTS



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



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



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



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



On
February 27, 2023, the Company signed a non-binding letter of intent to purchase a provider of modular buildings and construction services generating an estimated $8
million annual revenues and $800,000 annual EBITDA in 2022 (unaudited). The Target’s customers include K12 schools, police departments, fire departments, and
municipalities in the state of Florida. There are no assurances FOMO will be able to complete the transaction based on planned due
diligence or required financing.



On
February 28, 2023, the Company issued 310,000,000 incentive stock options to employees of its wholly owned subsidiary SMARTSolution Technologies
L.P. with a strike price of .0005 and a three-year expiration. The options expire at close of business on March 1, 2026 and do not vest
unless each employee is employed by SST on or after March 1, 2024.



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





F-43







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



None.



Item
9A. Controls and Procedures.



Evaluation
of Disclosure Controls and Procedures



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



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



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



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



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



Because
of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of
any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions,
or that the degree of compliance with the policies or procedures may deteriorate.





12







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



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



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



Item
9B. Other Information.



Not
applicable.



PART
III



Item
10. Directors, Executive Officers and Corporate Governance.



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



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



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



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



Term
of Office



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



Code
of Ethics



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





13







Item
11. Executive Compensation.



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



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



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



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



SUMMARY
COMPENSATION TABLE



|Name and Principal Position |  | Year |      |  | Salary ($) |  |         | Bonus ($) |  |  | Stock Awards ($) |  |  | Option Awards ($) |   |  | Non-Equity Incentive
    Plan Compensation ($) |  |         | Nonqualified Deferred
    Compensation ($) |  |  | All Other Compensation
    ($) |  |  | Total ($) |  
|--------------------------- |  | ---- | ---- |  | ---------- |  | ------- | --------- |  |  | ---------------- |  |  | ----------------- | - |  | ---------------------------------------------- |  | ------- | ------------------------------------------ |  |  | ------------------------------ |  |  | --------- | -
|                            |  |      |      |  |            |  |         |           |  |  |                  |  |  |                   |   |  |                                                |  |         |                                            |  |  |                                |  |  |           |  
|Vikram Grover, CEO          |  |      | 2022 |  |            |  | 150,000 |           |  |  | 0                |  |  |                   | 0 |  |                                                |  | 0       |                                            |  |  | 0                              |  |  |           | 0
|                            |  |      | 2021 |  |            |  | 150,000 |           |  |  | 0                |  |  |                   | 0 |  |                                                |  | 200,000 |                                            |  |  | 0                              |  |  |           | 0



Employment
Agreement



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



Stock
Option Plan



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



Employee
Pension, Profit Sharing, or other Retirement Plans



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





14







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



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



|Title of Class |  | Name and Address
    of Beneficial Owner         |  | Amount
                                            and 
                                            Nature of Beneficial
                         Ownership(1) |               |  | Percent
                                            of Class
                                            (2) | 
|-------------- |  | ------------------------------------------------ |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------- | ------------- |  | ------------------------------------------------------------------------------------------------------------ | 
|Common Stock   |  | Vikram Grover                                    |  |                                                                                                                                                                | 2,149,815,000 |  |                                                                                                              | 
|Common Stock   |  | All Directors and Officers as a Group (1 person) |  |                                                                                                                                                                | 2,149,815,000 |  |                                                                                                              | 



| | (1) | Represents
                                            shares of common stock issuable upon conversion of Series A, B and C Preferred Shares. Holders
                                            of Series A, B and C Preferred Shares vote on all matters presented to stockholders for a
                                            vote on an “as converted” basis together with our common stock as a single class,
                                            except as required by law.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | (2) | Unless
    otherwise indicated, based on 8,620,188,088 shares of common stock issued and outstanding as of the date of this Annual Report. Shares
    of common stock subject to options or warrants currently exercisable or exercisable within 60 days, are deemed outstanding for purposes
    of computing the percentage of the person holding such options or warrants but are not deemed outstanding for the purposes of computing
    the percentage of any other person.               



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



Related
Party Transactions



None.



Director
Independence



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



Item
14. Principal Accountant Fees and Services.



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



|                   |  | Year ended December 31, |        
|------------------ |  | ----------------------- | -------
|                   |  | 2022                    |        
|Audit Fees         |  | $                       | 110,000
|                   |  |                         |        
|Audit-Related Fees |  | $                       | -0-    
|                   |  |                         |        
|Tax Fees           |  | $                       | -0-    
|                   |  |                         |        
|All Other Fees     |  | $                       | -0-    



Pre-Approval
Policy



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



PART
IV



Item
15. Financial Statements and Exhibits.



| | (a) | The
    following documents are filed as part of this Report:
| | --- | -------------------------------------------------------------



| | (1) | Financial
    Statements.The following consolidated financial statements and the report of our independent registered public accounting
    firm, are filed as “Item 8. Financial Statements and Supplementary Data” of this Report:
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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



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



Consolidated
Balance Sheets as of December 31, 2022 and 2021



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



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



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



Notes
to Consolidated Financial Statements December 31, 2022 and 2021



| | (2) | Financial
    Statement Schedules
| | --- | ---------------------------------



None.





15







(3)
Exhibits



|Exhibit
    No. |  | Description                                                                                                                            
|--------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------
|                |  |                                                                                                                                        
|2.1*            |  | Plan
    and Agreement of Reorganization dated as of January 30, 2014, among the Company, 2050 Motors and the 2050 Motors Shareholders.
|                |  |                                                                                                                                        
|3.1**           |  | Articles
    of Incorporation                                                                                                          
|                |  |                                                                                                                                        
|3.2**           |  | Articles
    of Amendment                                                                                                              
|                |  |                                                                                                                                        
|3.3**           |  | Amended
    and Restated By-laws December 16, 2019                                                                                     
|                |  |                                                                                                                                        
|10.1**          |  | Convertible
    Note Between the Company and Auctus Fund LLC dated January 6, 2017                                                     
|                |  |                                                                                                                                        
|10.2**          |  | Convertible
    Note Between the Company and JSJ Investments dated April 25, 2017                                                      
|                |  |                                                                                                                                        
|10.3**          |  | Convertible
    Note and Warrant Agreement Between the Company and Crown Bridge Partners LLC September 15, 2017                        
|                |  |                                                                                                                                        
|10.4**          |  | Convertible
    Note Between the Company and LG Capital Funding, LLC dated November 14, 2017                                           
|                |  |                                                                                                                                        
|10.5**          |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated January 24, 2018                                        
|                |  |                                                                                                                                        
|10.6**          |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated February 22, 2018                                       
|                |  |                                                                                                                                        
|10.7**          |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated April 11, 2018                                          
|                |  |                                                                                                                                        
|10.8**          |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated April 27, 2018.                                         
|                |  |                                                                                                                                        
|10.9**          |  | Convertible
    Note Between the Company and Jabro Funding Corp. dated July 23, 2018                                                   
|                |  |                                                                                                                                        
|10.10**         |  | Convertible
    Note Between the Company and Jabro Funding Corp. dated October 1, 2018                                                 
|                |  |                                                                                                                                        
|10.11**         |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated November 1, 2018                                        







16







|10.12** |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated March 8, 2019                                                                                                           
|------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|        |  |                                                                                                                                                                                                        
|10.13** |  | Convertible
    Note Between the Company and Tri-Bridge Ventures LLC dated March 15, 2019                                                                                                              
|        |  |                                                                                                                                                                                                        
|10.14** |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated July 9, 2019                                                                                                            
|        |  |                                                                                                                                                                                                        
|10.15** |  | Convertible
    Note Between the Company and GS Capital Partners LLC dated September 6, 2019                                                                                                           
|        |  |                                                                                                                                                                                                        
|10.16** |  | Convertible
    Note Between the Company and GS Capital Partners LLC dated November 12, 2019                                                                                                           
|        |  |                                                                                                                                                                                                        
|10.17** |  | Convertible
    Note Between the Company and Power Up Lending Group Ltd. dated November 14, 2019                                                                                                       
|        |  |                                                                                                                                                                                                        
|10.18** |  | Convertible
    Note Between the Company and Auctus Fund LLC dated October 28, 2020                                                                                                                    
|        |  |                                                                                                                                                                                                        
|10.19** |  | Definitive
    Acquisition Agreement Between the Company and Purge Virus, LLC September 29, 2020                                                                                                       
|        |  |                                                                                                                                                                                                        
|10.20** |  | FOMO
    WORLDWIDE, INC. – Purge Virus, LLC Reps and Warranties October 18, 2020                                                                                                                       
|        |  |                                                                                                                                                                                                        
|10.21** |  | Convertible
    Debenture Loan Agreement with GS Capital – January 20, 2021                                                                                                                            
|        |  |                                                                                                                                                                                                        
|10.22** |  | Convertible
    Loan Agreement Power Up Lending – April 8, 2021                                                                                                                                        
|        |  |                                                                                                                                                                                                        
|10.23** |  | Convertible
    Loan Agreement Power Up Lending – May 10, 2021                                                                                                                                         
|        |  |                                                                                                                                                                                                        
|10.24** |  | Convertible
    Loan Agreement GS Capital – June 25, 2021                                                                                                                                              
|        |  |                                                                                                                                                                                                        
|10.25** |  | Convertible
    Loan Agreement Power Up Lending – September 22, 2021                                                                                                                                   
|        |  |                                                                                                                                                                                                        
|31.1*** |  | Certification
    of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14 and Rule 15d 14(a), promulgated under the
    Securities and Exchange Act of 1934, as Amended.
|        |  |                                                                                                                                                                                                        
|32.1*** |  | Certification
    of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
    906 of the Sarbanes-Oxley Act of 2002.         
|        |  |                                                                                                                                                                                                        
|101.INS |  | Inline
    XBRL Instance Document                                                                                                                                                                      
|        |  |                                                                                                                                                                                                        
|101.SCH |  | Inline
    XBRL Taxonomy Extension Schema Document                                                                                                                                                     
|        |  |                                                                                                                                                                                                        
|101.CAL |  | Inline
    XBRL Taxonomy Extension Calculation Link base Document                                                                                                                                      
|        |  |                                                                                                                                                                                                        
|101.DEF |  | Inline
    XBRL Taxonomy Extension Definition Link base Document                                                                                                                                       
|        |  |                                                                                                                                                                                                        
|101.LAB |  | Inline
    XBRL Taxonomy Extension Label Link base Document                                                                                                                                            
|        |  |                                                                                                                                                                                                        
|101.PRE |  | Inline
    XBRL Taxonomy Extension Presentation Link base Document                                                                                                                                     
|        |  |                                                                                                                                                                                                        
|104     |  | Cover
    Page Interactive Data File (embedded within the Inline XBRL document)                                                                                                                        



|*   | Incorporated
    by reference to the Company’s Form 8-K as filed with the SEC on February 5, 2014.                                                                                                                                                                                                                                                                                                                                                                                                              
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|**  | Incorporated
    by reference to the Company’s Registration Statement on Form 10’s as filed with the SEC on October 30, 2012, July 19,
    2019 and December 7, 2020 (amended December 8, 2020). And by reference to Company’s Form 10K filed December 31, 2020 and the
    Company’s 8K filed October 7, 2020. Filed by reference to Form 10-Q for the three months ended March 31, 2021 filed on EDGAR
    on May 24, 2021 and Form 10-Q for six months ended June 30, 2021 filed on EDGAR on August 16, 2021.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|*** | Filed
    herewith.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             



Item
16. Form 10-K Summary



None.





17







SIGNATURES



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



| | FOMO
    WORLDWIDE, INC.
| | ------------------------
| |                         
| | By:                     
| |                         





18