UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

For the fiscal year ended December 31, ~~2022~~2023

☐[ ] 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~~625 ~~North~~Stanwix ~~Ave~~St. #2504, Pittsburgh, PA ~~15233~~15222

(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~~IGOT 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 ☒ [X]

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 ☒ [X]

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 [X] ☒ 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 [X] ☒ 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 ☒[X] Emerging growth company ☐[ ]

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

Indicate by check mark whether the registrant ishas filed a ~~shell~~report ~~company~~on ~~(as~~and ~~defined~~attestation into ~~Rule~~its management’s ~~12b-2~~assessment of the ~~Exchange~~effectiveness ~~Act~~of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. ~~Yes~~7262(b)) ☐by Nothe ☒registered public accounting firm that prepared or issued its audit report. [ ]

~~The aggregate~~If ~~market~~securities ~~value~~are ofregistered ~~the~~pursuant ~~voting~~to ~~and~~Section ~~non-voting~~12(b) ~~common~~of ~~equity~~the ~~held~~Act, byindicate ~~non-affiliates computed~~ by ~~reference~~check ~~to the price at which~~mark ~~the~~whether ~~common equity was last sold, or~~ the ~~average~~financial ~~bid~~statements ~~and asked price~~ of ~~such~~the ~~common~~registrant ~~equity,~~included asin of the ~~last~~filing ~~business~~reflect ~~day~~the correction of ~~the registrant’s~~an ~~most~~error ~~recently~~to ~~completed~~previously ~~fiscal~~issued ~~year~~financial ~~2021, was $5,988,248~~statements. [ ]

As Indicate by check mark whether any of ~~April~~those ~~14,~~error ~~2023~~corrections ~~there~~are ~~were~~restatements ~~8,620,188,088~~that ~~shares~~required a recovery analysis of ~~common~~incentive-based ~~stock~~compensation ~~outstanding~~received by any of the registrant's executive officers during the relevant recovery period pursuant to §240.10D-1(b). [ ]

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

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 2023, was $338,237.

As of July 16, 2024 there were 112,745,800 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None.

EXPLANATORY NOTE

This Form 10-K is unaudited and being filed without being audited by the Company’s Independent Registered Public Accounting Firm. We have engaged a PCAOB (#6993) audit firm Boladale Lawal & Co., of Lagos, Nigeria and intend to file audited results under Form 10-K/A in the near future.

TABLE OF CONTENTS

		Page
CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS		3
PART I
Item 1.	Description of Business	4
Item 1A.	Risk Factors	65
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	1110
Item 8.	Financial Statements and Supplementary Data	1110
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	1211
Item 9A (T).	Controls and Procedures	1211
Item 9B.	Other Information	1312
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	13
Item 11.	Executive Compensation	1413
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	1514
Item 13.	Certain Relationships and Related Transactions	15
Item 14.	Principal Accountant Fees and Services	15
PART IV
Item 15.	Exhibits; Financial Statement Schedules	1516
Item 16.	Form 10-K Summary	1718
SIGNATURES		1819

CAUTIONARY NOTE ABOUT FORWARD-LOOKING STATEMENTS

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

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

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

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

PART I

Item 1. Description of Business.

Company Background

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

Acquisition of IAQ Technologies LLC

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

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

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

Acquisitions of Independence LED Lighting LLC and Energy Intelligence Center LLC

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

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

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

~~The managing~~Acquisitions ~~member~~ of ~~IAQ,~~SMARTSolution ~~iLED~~Technologies ~~and EIC stayed on following the acquisitions to run their businesses~~L.P. ~~However, in July 2021, the former managing member stepped down~~ and ~~assumed~~SMARTSolution ~~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~~Technologies, ~~2022 and we have appointed an interim chief executive officer~~Inc.

4On February 28, 2022, FOMO closed the acquisition of the general and all the limited partnership interests of SMARTSolution Technologies L.P. and shares of SMARTSolution Technologies, Inc. (the General Partner) (collectively “SST”) pursuant to a Securities Purchase Agreement dated February 28, 2022 (the “SPA”), by and between the Company and Mitchell Schwartz (“Seller”), the beneficial owner of the general and limited partnership interests in SST. SST is a Pittsburgh, Pennsylvania–based audio/visual systems integration company that designs and builds presentation, teleconferencing and collaborative systems for businesses, educational institutions, and other nonprofit organizations.

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, 2021.4

~~In addition,~~Pursuant ~~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~~SPA, 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.FOMO:

~~Acquisitions~~ ● issued to Seller 1,000,000 shares of ~~SMARTSolution~~its ~~Technologies~~authorized ~~L.P.~~but unissued Series B Preferred Shares; ● paid approximately $927,600 of SST’s indebtedness to the Seller and ~~SMARTSolution~~third ~~Technologies~~parties; ● entered into an “at will” employment agreement with Seller, ~~Inc~~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.

~~On February~~SST ~~28,~~has ~~2022,~~been ~~FOMO~~engaged ~~closed~~in the ~~acquisition~~education oftechnology ~~the~~and ~~general~~services ~~and~~business ~~all~~for ~~the~~over ~~limited~~25 ~~partnership~~years. ~~interests~~SST ofmarkets ~~SMARTSolution~~its ~~Technologies L.P.~~systems to and ~~shares~~installs ofthese ~~SMARTSolution~~systems ~~Technologies~~in elementary, ~~Inc.~~middle ~~(collectively~~and ~~“SST”)~~high ~~pursuant~~schools, toas awell ~~Securities~~as ~~Purchase~~colleges, ~~Agreement~~universities, ~~dated February~~and ~~28,~~commercial ~~2022~~facilities. ~~(the~~These ~~“SPA”),~~interactive bysmartboards ~~and~~provide ~~between~~students ~~the~~with ~~Company~~interactive ~~and~~remote ~~Mitchell~~access ~~Schwartz~~from ~~(“Seller”),~~home ~~the~~or ~~beneficial~~other ~~owner of~~locations ~~the~~to ~~general~~classrooms and ~~limited~~teachers ~~partnership~~via ~~interests~~personal incomputers, ~~SST~~laptops, tablets, and similar devices. SST iscurrently amarkets ~~Pittsburgh,~~its ~~Pennsylvania–based audio/visual~~ systems ~~integration~~primarily ~~company~~in ~~that~~Pennsylvania, ~~designs~~Ohio and ~~builds~~West ~~presentation~~Virginia, ~~teleconferencing~~is ~~and~~in ~~collaborative~~the ~~systems~~process ~~for~~of ~~businesses, educational~~expanding ~~institutions,~~into the Alabama and ~~other~~Michigan ~~nonprofit~~markets ~~organizations~~and plans to expand further throughout the United States as opportunities present themselves either organically or through strategic acquisitions.

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

●The ~~issued~~digital tosmartboards ~~Seller~~which ~~1,000,000~~form ~~shares~~the key element of ~~its~~SST’s ~~authorized~~interactive ~~but~~audio ~~unissued~~visual ~~Series~~systems Bare ~~Preferred~~primarily ~~Shares;~~supplied ●by ~~paid~~a ~~approximately~~leading ~~$927~~manufacturer based in Canada,~~600~~ which is a subsidiary of ~~SST’s~~a ~~indebtedness~~large tomulti-national ~~the~~company ~~Seller~~Hon ~~and~~Hai ~~third~~Precision ~~parties;~~Industry ●Co., ~~entered~~Ltd., ~~into~~trading anas ~~“at~~Hon ~~will”~~Hai ~~employment~~Technology ~~agreement~~Group in China, Taiwan and Foxconn internationally. SST believes that its relationship with ~~Seller~~its supplier is adequate, ~~pursuant~~although tothere ~~which~~can ~~Seller~~be ~~will~~no ~~continue~~assurance tothat ~~serve~~if asthe ~~SST’s~~relationship ~~Chief~~with ~~Executive~~the ~~Officer~~supplier atwas interrupted or otherwise adversely affected that an ~~annual~~alternative ~~salary~~source of ~~$100,000;~~supply ~~and~~at ●commercially asreasonable ancost ~~incentive~~would tobe ~~retain~~available or that SST’s ~~other~~business ~~employees,~~would ~~issued~~not be seriously harmed. Due to ~~such~~liquidity ~~employees,~~issues and a ~~total~~business ofdownturn ~~300,000,000~~since ~~three-year~~June ~~common~~2023, ~~stock~~SST ~~purchase~~is ~~warrants~~has ~~(the~~been ~~“Incentive~~placed ~~Warrants”),~~into ~~each~~receivership ~~entitling~~by ~~the~~our ~~holder~~senior tolender ~~purchase~~effective ~~one~~April ~~share~~1, of2024 ~~SST~~and ~~common~~will ~~stock~~be atcarried anas ~~exercise~~a ~~price~~discontinued ofoperation ~~$0.001~~for ~~per~~accounting ~~share~~purposes.

SST ~~has~~ ~~been~~currently ~~engaged~~employs in4 ~~the~~people, ~~education~~including ~~technology~~1 ~~and services business for over 25 years. SST markets its systems to and installs the systems~~ in ~~elementary~~administration, ~~middle~~1 ~~and~~in ~~high~~sales ~~schools,~~management ~~as well as colleges, universities,~~ and ~~other~~2 ~~commercial~~in ~~facilities~~installation. AAs ~~current~~a ~~focus~~result of ~~SST’s business~~its isbacklog ~~the sale~~ and ~~installation~~due ~~of interactive smartboards~~ to ~~elementary~~turnover, ~~middle~~SST ~~and~~is ~~high~~currently ~~schools.~~seeking ~~These~~to ~~interactive~~expand ~~smartboards provide~~its ~~students~~installation ~~with~~and ~~interactive~~sales ~~remote~~staff. ~~access~~On ~~from home~~ or ~~other~~around ~~locations~~June ~~to classrooms and teachers via personal computers~~15, ~~laptops~~2023, ~~tablets,~~ ~~and~~we ~~similar~~merged ~~devices.~~out ~~SST~~SMARTSolution ~~currently~~Technologies ~~markets~~LP ~~its~~into ~~systems~~SMARTSolution ~~primarily in Pennsylvania and Ohio~~Technologies, isInc. indue ~~the~~our ~~process~~ ownership of ~~expanding~~both ~~into~~ the ~~Alabama~~LP and ~~Michigan markets and plan to expand further throughout~~ the ~~United States as opportunities present itself~~GP.

~~As a~~Formation ~~result~~ of ~~the~~Diamond ~~growth~~Technology ~~in remote learning~~Solutions, 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.LLC

~~The interactive~~On ~~smartboards~~or ~~which~~around ~~form~~June ~~the~~15, ~~key~~2023, ~~element~~we offormed ~~SST’s~~a ~~interactive~~new ~~systems~~subsidiary ~~are~~Diamond ~~supplied~~Technology bySolutions, aLLC ~~single~~to ~~supplier~~offer ~~in Canada, which is~~ a ~~subsidiary~~wide array of aproducts ~~large~~and ~~multi-national~~services ~~company.~~to ~~SST~~customers ~~believes~~nationwide ~~that~~including ~~its~~smart ~~relationship~~boards, ~~with~~access ~~its~~control ~~supplier~~systems, issmart ~~excellent~~cameras, ~~although~~indoor ~~there can~~farming, beand noother. ~~assurance~~In ~~that~~January if2024, ~~the~~we ~~relationship~~merged ~~with~~ the ~~supplier~~assets ~~was~~and ~~interrupted~~intellectual orproperty ~~otherwise~~of ~~adversely~~our ~~affected~~EIC ~~that~~business aninto ~~alternative~~DTS ~~source of~~to ~~supply~~further atadd ~~commercially~~to ~~reasonable~~its ~~cost~~offering. ~~would~~We beare ~~available~~currently orseeking ~~that~~to ~~SST’s~~capitalize ~~business~~DTS ~~would~~for ~~not be seriously harmed~~growth.

5Corporate Information

~~SST~~We were incorporated in ~~markets~~the ~~its~~State ~~systems~~of ~~and~~California ~~services~~on ~~through~~February a27, ~~lead~~1990 ~~sales~~and ~~manager~~redomiciled ~~who~~to ~~has~~Wyoming ~~contacts~~on November ~~with~~22, ~~school~~2023. ~~boards~~Our inprincipal ~~Pennsylvania~~executive ~~and~~offices ~~Ohio.~~are ~~SST~~located ~~also works~~at ~~with~~625 ~~former~~Stanwix ~~elected~~St. ~~government~~#2504, ~~officials~~Pittsburgh, ~~that~~PA ~~have~~15222 ~~contacts~~and ~~with~~our ~~school~~telephone ~~boards~~number inis ~~Alabama~~(630) ~~and~~708-0750. ~~Michigan~~Our website is www.fomoworldwide.com.

~~The primary~~Item ~~competitor of SST in the Pennsylvania and Ohio regions is a Philadelphia-based entity which also markets and sells interactive whiteboards~~1A. ~~SST~~Risk ~~believes that it competes effectively based on its contacts and relationships with its existing and potential customers~~Factors. 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~~Not ~~employs~~applicable ~~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~~smaller ~~its~~reporting ~~installation and sales staff.~~companies

~~Series B Preferred Shares~~5

~~Each Series~~Item ~~B Preferred Share issued in connection with the above acquisitions entitles the holder to a preferred cumulative annual dividend of $0~~1B.01 ~~per~~Unresolved ~~share,~~Staff 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 transactionsComments. 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~~None.

~~We were~~Item ~~incorporated in the State of California in 2007~~2. ~~Our principal executive offices are located at 831 W North Ave~~Properties., 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~~The Company currently rents property through its wholly 1Aowned subsidiary SMARTSolution Technologies LP at 831 West North Ave, Pittsburgh, PA 15233. ~~Risk~~The ~~Factors~~property rental 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 subject to modification. The lease is currently in default.

~~Not applicable~~Item to3. ~~smaller~~Legal ~~reporting companies~~Proceedings.

~~Item~~We have been named in lawsuits by a former salesperson for unpaid commissions, by merchant cash advance providers CFS, Globex, and Swift Funding for $171,343.35 plus interest, $161,631.25 plus interest, and 1B$142,739.21 ~~Unresolved~~plus ~~Staff~~interest respectively ~~Comments~~which have resulted in unsecured judgments, and by our senior lender Thermo Communications Funding, LLC in the amount of $1,074,276.15 plus interest. We are working to settle these claims through a planned capital raise and sales of assets subject to Court approval.

~~None~~Item 4. Mine Safety Disclosures.

~~Item 2~~None. ~~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 $84,000.6

~~Item 3.~~PART ~~Legal Proceedings.~~II

~~Item 4.~~Market ~~Mine Safety Disclosures.~~Information

~~None~~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 “IGOT”. 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.

6Holders of Record

~~PART II~~As of the date of this Annual Report, there were approximately 457 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.

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

~~Market Information~~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.

~~Our shares~~Securities ofAuthorized ~~common~~for ~~stock~~Issuance ~~are quoted on the OTC Pink tier of the over-the-counter market operated by OTC Markets Group Inc.~~ under ~~the~~Equity ~~symbol “FOMC”.~~Compensation 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.Plans

~~Holders of Record~~None.

~~As of~~Recent ~~the~~Sales ~~date~~ of ~~this~~Unregistered 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.Securities

~~Dividends~~None.

~~We have~~Item ~~never declared or paid any cash dividends on our common stock, nor do we anticipate paying any in the foreseeable future~~6. ~~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.~~[Reserved]

~~Securities Authorized~~Item ~~for~~7. ~~Issuance~~Management’s ~~under~~Discussion ~~Equity~~and ~~Compensation~~Analysis ~~Plans~~of Financial Condition and Results of Operation

~~None~~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.

~~Recent Sales of Unregistered Securities~~7

~~None.~~Results of Operations

~~Item 6.~~Year ~~[Reserved]~~ended December 31, 2023 as compared to year ended December 31, 2022

~~Item 7~~Revenues. During ~~Management’s~~the ~~Discussion~~year ~~and~~ended ~~Analysis~~December 31, 2023, the Company had operating revenues of ~~Financial~~$2,498,566, ~~Condition~~as ~~and~~compared ~~Results~~to operating revenues of ~~Operation~~$$7,515,451 for the year ended December 31, 2022. The decrease from 2022 to 2023 was $5,016,975 (67%). The decline was due to a decline in sales at SST.

~~This Annual~~Cost ~~Report~~of ~~contains forward-looking statements~~Revenues. During ~~Our~~the ~~actual~~year ~~results~~ended ~~could~~December ~~differ~~31, ~~materially~~2023, ~~from~~cost ~~those~~of ~~set~~revenues ~~forth~~was ~~because~~$1,920,142, ofas ~~general economic~~compared ~~conditions~~to ~~and~~cost ~~changes~~or inrevenues ~~the~~of ~~assumptions~~$6,467,990 ~~used~~for inthe ~~making~~year ~~such~~ended ~~forward-looking~~December ~~statements~~31, 2022. The ~~following~~decrease ~~discussion~~from ~~and~~2022 ~~analysis of~~to ~~our~~2023 ~~financial~~was ~~condition~~$4,547,848 ~~and~~(70%). ~~results~~Cost of ~~operations~~sales ~~should~~primarily beincludes ~~read~~cost ~~together~~of ~~with~~equipment, ~~the~~cost ~~audited~~of ~~consolidated~~labor, ~~financial~~cost ~~statements~~of transportation and ~~accompanying notes~~delivery, and ~~the~~allocation ~~other~~of ~~financial~~corporate ~~information~~overhead. ~~appearing~~The ~~elsewhere~~decline inwas ~~this~~due ~~Annual~~to ~~Report.~~a ~~See~~decline ~~“Cautionary~~in ~~Note~~sales ~~Regarding~~at ~~Forward Looking Statements” above~~SST.

7Gross Profit. Gross profit for the year ended December 31, 2023 was $578,424as compared to gross profit of $1,047,551 for the year ended December 31, 2022. Gross profit expressed as a percentage of sales for 2022 was 23%, as compared to 14% for 2022.

~~Results~~Operating Expenses. During the year ended December 31, 2023, the Company incurred operating expenses of ~~Operations~~$2,241,606 consisting primarily of the impairment of Goodwill and Intangible assets, payroll, professional and consulting fees. Of the operating expense, $1,031,638 consists of non-cash expenses, such as depreciation and amortization and expenses for shares and warrants issued for services. During the year ended December 31, 2022, the Company incurred operating expenses of $2,645,480 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 expenses for shares and warrants issued for services.

~~Year~~ Other Income (Expenses). During the year ended December 31, ~~2022~~2023, asthe ~~compared~~Company toincurred other income (expense) $79,444 consisting of interest expense, amortization of debt discounts, gain on investments, debt settlement, loan forgiveness, loss on debt conversions, derivative liability expense and derivative expense. During the year ended December 31, ~~2021~~2022, the Company incurred other income (expense) $2,083,561 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.

~~Revenues~~Net Losses. ~~During the~~As ~~year~~a ~~ended~~result ~~December~~of ~~31,~~the ~~2022~~above, the Company ~~had~~incurred ~~operating~~a ~~revenues~~net loss of $71,~~515~~583,~~451~~738, ~~as compared to operating revenues of $657,136~~ for the year ended December 31, ~~2021.~~2023, ~~The~~as ~~increase~~compared ~~from the 2021 quarter~~ to ~~the~~a ~~2022~~net ~~quarter~~loss ~~was~~of $63,~~858~~681,~~405~~490 ~~(1,044%). Sales~~ for ~~2022 included~~the ~~SST’s~~year ~~operations~~ended ~~(acquired~~December ~~on February 28~~31, 2022~~), which resulted in the majority of the increase from the 2021~~.

~~Cost of~~Our ~~Revenues.~~Auditors ~~During~~Have ~~the~~Issued ~~year~~a ~~ended~~Going ~~December~~Concern 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.Opinion

~~Gross Profit.~~The ~~Gross~~Company’s ~~profit~~independent ~~for~~registered ~~the~~public ~~year~~accounting ~~ended~~firm ~~December~~has ~~31,~~expressed ~~2022~~substantial ~~was~~doubt ~~$1,047,551~~ as ~~compared~~to the Company’s ability to ~~gross~~continue ~~profit~~as ofa ~~$117,828~~going ~~for~~concern ~~the~~as ~~year~~of ~~ended~~ December 31, ~~2021~~2023. ~~Gross~~The ~~profit~~consolidated ~~expressed~~financial statements in this report on Form 10-K have been prepared assuming that the Company will continue as a ~~percentage~~going ofconcern. ~~sales~~As ~~for~~discussed ~~2022~~in ~~was~~the ~~14%~~notes to the consolidated financial statements, asthese ~~compared~~conditions raise substantial doubt from the Company’s ability to ~~18%~~continue ~~for~~as ~~2021~~a going concern. ~~During~~The ~~2022,~~Company’s plans in regard to these matters are also described in the notes to the Company ~~included~~’s consolidated financial statements. The consolidated financial statements do not include any adjustments relating to the ~~gross~~recoverability ~~profit~~and classification of ~~SST~~asset ~~(acquired~~carrying onamounts ~~February~~or ~~28,~~the ~~2022)~~amount and classification of liabilities that might result should the Company be unable to continue as a going concern.

~~Operating Expenses.~~These ~~During~~consolidated ~~the~~financial ~~year~~statements ~~ended~~have ~~December~~been ~~31,~~prepared ~~2022,~~on ~~the~~a ~~Company~~going ~~incurred~~concern ~~operating expenses of $2~~basis,~~651,769~~ ~~consisting~~which ~~primarily~~contemplates ~~of payroll, professional and consulting fees. Of~~ the ~~operating~~realization ~~expense, $981,594 consists~~ of ~~non-cash~~assets ~~expenses, such as depreciation~~ and ~~amortization~~ ~~and shares and warrants issued for services. During~~ the ~~year~~settlement ~~ended December 31, 2021, the Company incurred operating expenses~~ of ~~$11,340,784~~liabilities ~~consisting primarily of consulting fees, travel expenses, general~~ and ~~administrative~~commitments ~~costs,~~in ~~bad~~the ~~debt~~normal ~~expense,~~course ~~loss on impairment and amortization~~ of ~~debt discount~~business.

~~Other Income~~As ~~(Expenses).~~reflected ~~During~~in the ~~year~~accompanying ~~ended~~consolidated ~~December~~financial 31statements, ~~2022,~~for 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~~2023, 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.had:

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.

●	a net loss of $1,583,738; and
●	net cash used in operations of $176,588.

~~Our Auditors Have Issued a Going Concern Opinion~~8

~~The Company’s~~Additionally, ~~independent~~at ~~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 statements2023, ~~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.had:

~~These consolidated~~● ~~financial~~an ~~statements~~accumulated ~~have~~deficit ~~been~~of ~~prepared on a going concern basis~~$25,799,891; ~~which~~● ~~contemplates~~stockholders’ ~~the~~deficit ~~realization~~ of ~~assets~~$3,120,474; and ~~the~~● ~~settlement of~~a ~~liabilities~~working ~~and~~capital ~~commitments~~deficit ~~in the normal course~~ of ~~business~~$3,701,663.

~~As reflected~~Liquidity inand ~~the~~Capital ~~accompanying~~Resources ~~consolidated~~at ~~financial statements, for the year ended~~ December 31, ~~2022, the Company had:~~2023

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

Operating Activities

8For the years ended December 31, 2023 and 2022, the Company reflected net cash used in operating activities of $176,588 and $858,229, respectively, a decrease of $681,641 (79%). Operating activities primarily consist of a net loss of $1,583,738, offset by non-cash net expenses of $361,878, and increases in accounts receivable, inventory, and prepaid expenses, offset by an increase in accounts payable and decrease in deferred revenues.

~~Additionally, at~~Investing ~~December 31, 2022, the Company had:~~Activities

●For anthe ~~accumulated~~year ~~deficit~~ended ofDecember ~~$24~~31,~~098~~ 2023 and 2022,~~281;~~ ●the ~~stockholders’~~Company ~~deficit~~reflected ofnet ~~$2,570,643;~~cash ~~and~~provided ●by a(used ~~working~~in) ~~capital~~investing ~~deficit~~activities of $3(9,~~425~~007) and $89,~~835~~941.

~~Liquidity and~~Financing ~~Capital Resources at December 31, 2022~~Activities

~~Operating Activities~~For the year ended December 31, 2023 and 2022, the Company reflected net cash provided by financing activities of $93,071 and $817,612, respectively, a decrease of $724,541 (89%). 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.

~~For the~~We ~~years~~manage ~~ended~~liquidity ~~December~~risk 31by reviewing, ~~2022~~on ~~and~~an ~~2021~~ongoing basis, ~~the~~our ~~Company~~sources ~~reflected~~of ~~net~~capital ~~cash~~and ~~used~~capital inrequired ~~operating~~to ~~activities~~support sales and operations. The Company has cash on hand of $199,~~249~~954 at December 31,~~499~~ 2022. Although the Company intends to raise additional debt and ~~$885,503,~~equity ~~respectively~~capital, an ~~increase~~the ofCompany ~~$363,996~~may ~~(41%).~~continue ~~Operating~~to ~~activities~~incur ~~primarily~~losses ~~consist~~from ofoperations aand ~~net~~incur ~~loss~~negative ofcash ~~$3,681,490,~~flows ~~offset~~from byoperating ~~non~~activities over the near-~~cash~~term. ~~net~~Future ~~expenses~~potential ~~of $2,553,560,~~losses ~~and~~could ~~increases~~be insignificant ~~accounts~~as ~~receivable,~~sales ~~inventory,~~increase ~~and~~along ~~prepaid~~with associated expenses, ~~offset~~related byto ancompensation, ~~increase~~professional infees, ~~accounts~~business ~~payable~~development and ~~decrease in~~regulatory ~~deferred revenues~~compliance.

~~Investing Activities~~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.

~~For~~ If the ~~year~~Company ~~ended~~does ~~December~~not ~~31,~~obtain ~~2022~~additional ~~and 2021~~capital, the Company ~~reflected~~will ~~net~~be ~~cash~~required ~~provided~~to byreduce ~~(used~~the ~~in)~~scope ~~investing~~of its business development activities ofor ~~$185,739~~cease ~~and ($1,086,232);~~operations. ~~primarily~~The ~~consisting~~Company ofcontinues ~~cash~~to ~~acquired~~explore inobtaining ~~acquisition~~additional ofcapital ~~SST~~financing and ~~purchases~~is ofclosely ~~securities~~monitoring -its ~~net~~cash ofbalances, ~~proceeds~~cash ~~from~~needs, ~~sales~~and ~~of securities~~expense levels.

~~Financing Activities~~These factors create substantial doubt about our 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 we are 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.

~~For the~~Management’s ~~year~~strategic ~~ended~~plans ~~December~~include ~~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.following:

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 $647,528.9

~~In addition,~~● ~~during~~Pursuing ~~this~~additional ~~period~~capital ~~the~~raising ~~Company~~opportunities ~~issued~~(debt ~~301,448,152~~or ~~shares of common stock to lenders for conversions of $104~~equity),~~368~~ of● ~~principal and~~Continue ~~interest related~~ to ~~third-party~~execute ~~debt.~~on ~~The~~our ~~Company~~strategic ~~issued~~planning ~~650,000~~while ~~shares~~increasing ofoperational ~~series B preferred stock for services rendered~~efficiency, ~~having a~~● ~~fair~~Continuing ~~value~~to ofexplore ~~$535,000~~and ~~($0.0008~~execute -prospective ~~$0.0009/share),~~partnering ~~based~~or ~~upon~~distribution ~~the~~opportunities; ~~quoted~~and ~~closing~~● ~~trading~~Identifying ~~price~~unique ofmarket ~~the~~opportunities ~~Company’s~~that ~~common~~represent ~~stock, on~~potential anpositive asshort-~~converted~~term ~~basis~~cash ~~of 1,000 shares of common stock for each share of Class B, preferred stock~~flow.

We ~~manage~~ ~~liquidity~~expect ~~risk~~our byexpenses ~~reviewing~~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 anthe ~~ongoing~~proceeds ~~basis,~~from future debt or equity investments will be used to implement our ~~sources~~business plan of ~~liquidity~~expanding our business through mergers and ~~capital~~acquisition ~~requirements~~and expanding revenues through growing sales in the clean air and audio/visual businesses. ~~The~~If ~~Company~~we ~~has~~are ~~cash~~unable onto ~~hand of~~raise ~~$99~~sufficient capital,~~954~~ atwe ~~December~~will 31be required to delay or forego some portion of our business plan, ~~2022~~which would have a material adverse effect on our anticipated results from operations and financial condition. ~~Although~~There ~~the~~is ~~Company~~no ~~intends~~assurance that we will be able to ~~raise~~obtain necessary amounts of additional ~~debt~~capital or ~~equity~~that our estimates of our capital, ~~the~~requirements ~~Company~~will ~~expects~~prove to ~~continue to~~be ~~incur~~accurate. ~~significant~~As ~~losses~~of ~~from~~the ~~operations~~date ~~and~~of ~~have~~this ~~negative~~report, ~~cash~~we ~~flows~~did not have any commitments from ~~operating~~any ~~activities~~source ~~for~~to ~~the~~provide ~~near-term~~such additional capital. ~~These~~Even ~~losses~~if ~~could~~ we are able to secure outside financing, it may be ~~significant~~unavailable asin ~~product~~the ~~and~~amounts ~~service~~or ~~sales~~the ~~ramp~~times upwhen ~~along~~we ~~with~~require. ~~continuing~~Furthermore, ~~expenses~~such ~~related~~financing towould ~~compensation~~likely take the form of bank loans, ~~professional~~private ~~fees~~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, ~~development~~ leases, or debt which would increase our capital requirements and ~~regulatory~~a ~~are~~possible ~~incurred~~loss of valuable assets if such obligations were not repaid in accordance with their terms.

~~The Company~~Summary ~~has incurred significant losses since its inception and has not demonstrated an ability to generate sufficient revenues from the sales~~ of ~~its~~Significant ~~products~~Accounting 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.Policies

9See Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report.

~~If the~~Off-balance ~~Company~~Sheet 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.Arrangements

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 issuedNone. 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~~Item ~~plans~~7A. ~~include~~Quantitative ~~the~~and ~~following:~~Qualitative Disclosures about Market Risk

●Not ~~Pursuing~~required ~~additional~~under ~~capital~~Regulation ~~raising~~S-K ~~opportunities~~for ~~(debt~~“smaller orreporting 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 flowcompanies.”

~~We expect~~Item ~~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~~8. ~~Consequently,~~Financial ~~our~~Statements ~~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~~Supplementary 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.Data

~~Summary of~~Our ~~Significant~~unaudited ~~Accounting~~consolidated ~~Policies~~financial statements are set forth below.

~~See Note 2 to the Consolidated Financial Statements included in Item 8 of this Annual Report.~~10

~~Off-balance Sheet~~FOMO ~~Arrangements~~WORLDWIDE, INC. and Subsidiaries

~~None.~~INDEX TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

Consolidated Balance Sheets, December 31, 2023 and 2022 (Unaudited)	F-2

Consolidated Statements of Operations for the years ended December 31, 2023 and 2022 (Unaudited)	F-3

Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2023 and 2022 (Unaudited)	F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2023 and 2022 (Unaudited)	F-5

Notes to Consolidated Financial Statements December 31, 2023 and 2022 (Unaudited)	F-6

~~Item 7A. Quantitative and Qualitative Disclosures about Market Risk~~F-1

~~Not required~~FOMO ~~under~~WORLDWIDE, ~~Regulation~~INC. ~~S-K~~and ~~for “smaller reporting companies.”~~Subsidiaries

~~Item 8.~~Consolidated ~~Financial~~Balance ~~Statements~~Sheets ~~and Supplementary Data~~(Unaudited)

Our audited consolidated financial statements are set forth below.

	December 31, 2023		December 31, 2022
Assets

Current Assets
Cash	$	4,430	$	96,954
Accounts receivable - net		359,008		1,682,654
Loan receivable - related party		38,807		45,261
Inventory - net		69,982		382,457
Prepaids and other		8,267		9,458
Total Current Assets		480,494		2,216,784

Property and equipment - net		3,232		80,844
Operating lease - right-of-use asset		-		281,937
Intangible assets		-		514,476
Goodwill		-		350,110
Investments		694,400		140,006

Total Assets	$	1,178,126	$	3,584,157

Liabilities and Stockholders’ Equity (Deficit)

Current Liabilities
Bank overdraft	$	204	$	-
Accounts payable and accrued expenses		1,441,803		1,657,084
Accounts receivable credit facility		1,046,828		1,276,467
Operating lease liability		-		63,556
Deferred revenue		59,896		578,354
Warranty reserve		5,010		-
Loans payable - related parties		5,588		25,048
Convertible notes payable - net		214,750		645,006
Loans payable- other		720,396		243,692
Preferred dividend payable		289,518		171,646
Derivative liabilities		398,164		981,766
Total Current Liabilities		4,182,157		5,642,619

Long Term Liabilities
Loans payable - related parties		116,443		284,480
Operating lease liability		-		227,701
Total Long-Term Liabilities		116,443		512,181

Total Liabilities		4,298,600		6,154,800

Commitments and Contingencies (Note 10)

Stockholders’ Equity (Deficit)
Preferred stock, Class A, $0.0001 par value, 78,000,000 shares designated,
24,729,492 and 5,750,000 shares issued and outstanding, respectively		2,493		575
Preferred stock, Class B, $0.0001 par value, 20,000,000 shares designated,
6,083,316 and 5,289,982 shares issued and outstanding, respectively		624		529
Preferred stock, Class C, $0.0001 par value, 2,000,000 shares designated,
1,000,000 and 1,000,000 shares issued and outstanding, respectively		100		100
Common stock, no par value, unlimited shares authorized
104,000,514 and 86,201,881 shares issued and outstanding, respectively		9,533,145		9,023,334
Additional paid-in capital		13,143,055		12,503,100
Accumulated deficit		(25,799,891)		(24,098,281)
Total Stockholders’ Equity (Deficit)		(3,120,474)		(2,570,643)

Total Liabilities and Stockholders’ Equity (Deficit)	$	1,178,126	$	3,584,157

11The accompanying notes are an integral part of these unaudited consolidated financial statements

~~FOMO WORLDWIDE, INC. and Subsidiaries~~F-2

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

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

Consolidated Statement of Operations (Unaudited)

F-1

	For the Years Ended December 31,
	2023		2022

Sales - net	$	2,498,566	$	7,515,541

Cost of sales		1,920,142		6,467,990

Gross profit		578,424		1,047,551

General and administrative expenses		1,442,270		2,645,480
Impairment of Goodwill and intangible assets		799,336		-
Total operating expenses		2,241,606		2,645,480

Loss from operations		(1,663,182)		(1,597,929)

Other income (expense)
Interest expense		(594,191)		(502,409)
Amortization of debt discount		(31,200)		(573,845)
Change in fair value of derivative liabilities		(73,339)		(165,883)
Derivative expense		-		(194,887)
Gain on debt extinguishment (derivative liabilities – convertible debt)		600,261		226,391
Loss on debt extinguishment		(255,850)		(205,691)
Unrealized gain (loss) on investment		517,377		(667,237)
Other expenses		(83,614)		-
Total other expense - net		79,444		(2,083,561)

Net income (loss)	$	(1,583,738)	$	(3,681,490)

Preferred stock dividends		(117,872)		(171,646)

Net loss available to common shareholders		(1,701,610)		(3,853,136)

Loss per share - basic and diluted	$	(0.02)	$	(0.04)

		93,033,917		83,088,894

~~Report~~The accompanying notes are an integral part of ~~Independent~~these ~~Registered~~unaudited ~~Public~~consolidated ~~Accounting Firm~~financial statements

~~To the Stockholders and Board of Directors~~F-3

FOMO ~~Worldwide~~WORLDWIDE, ~~Inc~~INC. and Subsidiaries

~~Opinion~~Consolidated onStatement ~~the~~of ~~Consolidated~~Stockholders’ ~~Financial Statements~~Deficit

WeFor ~~have audited~~ the ~~accompanying consolidated~~years ~~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,~~2023 and ~~the related notes (collectively referred to as the consolidated financial statements).~~2022

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.Unaudited

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

	Preferred Stock - Class A			Preferred Stock - Class B			Preferred Stock - Class C			Common Stock								Total
														Additional				Stockholders’
														Paid-in		Accumulated		Equity
	Shares		Amount	Shares		Amount	Shares		Amount	Shares		Amount		Capital		Deficit		(Deficit)

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

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

Issuance of stock for services	-		-	650,000		65	-		-	-		-		534,935		-		535,000

Acquisition of Smart Solutions Technologies, Inc. - net of broker fees	-		-	1,000,000		100	-		-	-		-		699,900		-		700,000

Shares returned in acquisition of Smart Solutions Technologies, Inc. - net of broker fees	-		-	(1,000,000)		(100)	-		-	-		-		(699,900)		-		(700,000)

Issuance of stock in conversion of debt and accrued interest	-		-	-		-	-		-	301,448,152		310,059		-		-		310,059

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

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

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

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

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

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

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

Net loss	-		-	-		-	-		-	-		-		-		(3,681,490)		(3,681,490)

December 31, 2022	5,750,000	$	575	5,289,982	$	529	1,000,000	$	100	8,620,188,088	$	9,023,334	$	12,503,100		(24,098,281)		(2,570,643)

Issuance of Series B preferred stock for services	-		-	385,000		39	-		-	-		-		128,461		-		128,500
Warrants issued for services - related party	-		-	-		-	-		-	-		-		32,309		-		32,309
Conversion of Accrued Salary to Series A Preferred shares	3,533,333		353	-		-	-		-	-		-		67,814		-		68,167
Conversion of Accrued Salary to Series B Preferred shares	-		-	567,834		56	-		-	-		-		178,244		-		178,300
Conversion of accrued salary to common stock	-		-	-		-	-		-	347,083,333		105,583		-		-		105,583
Conversion of Related Party Loan to Common Shares	-		-	-		-	-		-	50,000,000		50,000		-		-		50,000
Conversion of convertible debt to Series A Preferred Stock	15,646,159		1,565	-		-	-		-	-		-		233,127		-		234,692
Conversion of convertible debt and accrued interest to common stock	-		-	-		-	-		-	1,382,539,332		354,228		-		-		354,228
Preferred dividends	-		-	-		-	-		-	-		-		-		(117,872)		(117,872)
Net loss	-		-	-		-	-		-	-		-		-		(1,583,738)		(1,583,738)

December 31, 2023	24,929,492	$	2,493	6,242,816	$	624	1,000,000	$	100	10,399,810,753	$	9,533,145	$	13,143,055	$	(25,799,891)	$	(3,120,474)

The accompanying ~~consolidated~~notes ~~financial statements~~are ~~have~~an ~~been~~integral ~~prepared~~part ~~assuming~~of 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~~unaudited ~~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~~F-4

~~These~~FOMO ~~consolidated~~WORLDWIDE, ~~financial statements are the responsibility of the Company’s management~~INC. 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.Subsidiaries

WeConsolidated ~~conducted~~Statement ~~our audit in accordance with the standards~~ of ~~the~~Cash 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.Flows

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.Unaudited

/s/ Urish Popeck & Co., LLC

	For the Years Ended December 31,
	2023		2022

Sales - net	$	2,498,566	$	7,515,541

Cost of sales		1,920,142		6,467,990

Gross profit		578,424		1,047,551

General and administrative expenses		1,442,270		2,645,480
Impairment of Goodwill and intangible assets		799,336		-
Total operating expenses		2,241,606		2,645,480

Loss from operations		(1,663,182)		(1,597,929)

Other income (expense)
Interest expense		(594,191)		(502,409)
Amortization of debt discount		(31,200)		(573,845)
Change in fair value of derivative liabilities		(73,339)		(165,883)
Derivative expense		-		(194,887)
Gain on debt extinguishment (derivative liabilities – convertible debt)		600,261		226,391
Loss on debt extinguishment		(255,850)		(205,691)
Unrealized gain (loss) on investment		517,377		(667,237)
Other expenses		(83,614)		-
Total other expense - net		79,444		(2,083,561)

Net income (loss)	$	(1,583,738)	$	(3,681,490)

Preferred stock dividends		(117,872)		(171,646)

Net loss available to common shareholders		(1,701,610)		(3,853,136)

Loss per share - basic and diluted	$	(0.02)	$	(0.04)

		93,033,917		83,088,894

WeThe ~~have~~accompanying ~~served~~notes asare ~~the~~an ~~Company’s~~integral ~~auditor~~part ~~since 2023.~~of these unaudited consolidated financial statements

~~Pittsburgh, PA~~F-5

~~April~~FOMO 14WORLDWIDE, ~~2023~~INC. and subsidiaries

~~F-2~~NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

~~REPORT OF~~December ~~INDEPENDENT~~31, ~~REGISTERED~~2023 ~~PUBLIC~~and ~~ACCOUNTING FIRM~~2022

~~To the~~Note ~~Board~~1 of– BASIS ~~Directors~~OF ~~and Stockholders~~PRESENTATION ofAND ~~FOMO Corp.~~ORGANIZATION

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

~~We have~~On ~~audited~~May ~~the accompanying consolidated balance sheet of FOMO Corp (the Company) as of December 31~~18, 2021 ~~and the related consolidated statements of operations~~, ~~stockholders’~~FOMO ~~deficit~~incorporated ~~and~~FOMO ~~cash~~ADVISORS ~~flows for the year ended December 31~~LLC, ~~2021,~~a ~~and~~Wyoming ~~the~~limited ~~related notes~~liability ~~(collectively referred to as the consolidated financial statements). In our opinion~~company, ~~the consolidated financial statements present fairly, in all material respects, the financial position of the Company~~ as ofa ~~December~~wholly ~~31,~~owned ~~2021~~private ~~and~~merchant ~~the~~banking ~~results~~subsidiary. ~~of its operations and its cash flows for the year ended December 31~~Currently, ~~2021,~~this inentity ~~conformity~~is ~~with accounting principles generally accepted in the United States of America~~inactive.

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

~~The accompanying~~On ~~consolidated~~February ~~financial~~28, ~~statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements~~2022, the Company ~~has~~acquired ~~suffered~~SMARTSolution ~~recurring losses for the year ended December 31~~Technologies, ~~2021.~~LP ~~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~~SMARTSolution ~~negative working capital of $1~~Technologies,~~075,690.~~ ~~These factors raise substantial doubt about the Company’s ability to continue as a going concern~~Inc. ~~Management’s plans~~(together ~~in regard to these matters are also described in Note 3~~“SST”). ~~The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

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

~~These consolidated~~On ~~financial~~June ~~statements~~21, ~~are~~2023, the ~~responsibility of the~~ Company’s ~~management.~~established ~~Our~~Diamond ~~responsibility~~Technology isSolutions toLLC ~~express~~(“DTS”) anin ~~opinion on~~Pennsylvania. ~~the~~The Company’s ~~consolidated~~intends ~~financial~~DTS ~~statements~~to ~~based~~offer oneducation ~~our~~technology ~~audit.~~and Weservices, ~~are~~including ainteractive ~~public~~flat ~~accounting~~panels, ~~firm~~computer ~~registered~~equipment, ~~with~~communications, ~~the~~security ~~Public Company~~and ~~Accounting~~access ~~Oversight~~control ~~Board~~products, ~~(United States) (PCAOB)~~ and ~~are~~audio-visual ~~required~~solutions tofrom ~~be independent with respect to the Company in accordance with the~~ U.S.-based ~~federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB~~vendors.

~~We conducted~~On ~~our~~June ~~audit~~27, in2023, ~~accordance with~~ the Company ~~standards~~assigned 100% of the ~~PCAOB.~~operating ~~Those~~assets, ~~standards~~customer ~~require~~lists ~~that we plan~~ and ~~perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement~~data, ~~whether due to error or fraud.~~ ~~The~~and ~~Company~~software issystems ~~not~~and ~~required~~support tocontracts ~~have,~~from ~~nor~~SST ~~were we engaged~~ to ~~perform, an audit of its internal control over financial reporting~~DTS. AsThe ~~part~~transfer closed ofon ~~our~~October ~~audit~~1, we2023 ~~are required to obtain an understanding of internal control over financial reporting,~~ but ~~not~~was ~~for~~reversed ~~the~~subsequent ~~purpose~~to ~~of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.~~year-end

~~Our audit~~On ~~included~~August ~~performing~~3, ~~procedures~~2023, tothe ~~assess~~Company approved the ~~risks~~transfer of 100% ~~material misstatement~~ of the ~~financial~~assets ~~statements,~~of ~~whether~~EIC ~~due~~Wyoming to ~~error~~its ~~or fraud,~~wholly ~~and~~owned ~~performing~~subsidiary ~~procedures~~Diamond ~~that~~Solution ~~respond~~Technologies toLLC ~~those risks~~(“DTS”). ~~Such~~These ~~procedures~~assets ~~included~~include ~~examining,~~EIC onWyoming’s aclean ~~test~~technology ~~basis,~~installation ~~evidence~~group’s ~~regarding the~~employee ~~amounts~~contracts, ~~and~~vehicles, ~~disclosures~~tools, inand ~~the~~equipment ~~financial~~and ~~statements.~~intellectual ~~Our~~property ~~audits~~and ~~also~~websites ~~included~~used ~~evaluating~~to ~~the~~perform ~~accounting~~services ~~principles~~for ~~used~~EIC contracts and ~~significant estimates~~orders ~~made by management,~~ as well as ~~evaluating~~for ~~the~~other ~~overall~~vendors ~~presentation~~and ofmarkets in the ~~financial~~United ~~statements~~States. ~~We believe that our audit provides a reasonable basis for our opinion.~~

~~Critical~~On November 22, 2023, we ~~Audit~~redomiciled ~~Matters~~FOMO WORLDWIDE, INC. to Wyoming through short-form merger into a wholly owned subsidiary by the same name.

~~The critical~~FOMO ~~audit matters to be communicated~~WORLDWIDE, ~~are~~INC. ~~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:~~its ~~(1)~~subsidiaries ~~relate to accounts or disclosures that~~ are ~~material~~organized toas ~~the financial statements and (2) involved our especially challenging, subjective, or complex judgments.~~follows:

Valuation and impairment of intangible assets

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

Description of the Matter

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

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.F-6

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

~~How We~~On ~~Addressed~~February 28, 2022, FOMO closed the ~~Matter~~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 ~~Our~~SST. ~~Audit~~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.

~~To test~~Pursuant ~~the~~to ~~estimated fair value of these intangible assets, our audit procedures included, among others, evaluating~~ the ~~valuation methodology used~~SPA, 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.FOMO:

/● issued to Seller 1,000 shares of its authorized but unissued Series B Preferred Shares; ● paid approximately $927,600 of SST’s/ ~~Assurance~~indebtedness ~~Dimensions~~to Wethe ~~have~~Seller ~~served~~and third parties; ● entered into an “at will” employment agreement with Seller, pursuant to which Seller will continue to serve as ~~the~~SST’s ~~Company~~Chief Executive Officer at an annual salary of $100,000; and ● as an incentive to retain SST’s ~~auditor~~other ~~since~~employees, ~~2022.~~issued ~~Margate~~to such employees, ~~Florida~~a ~~April~~total 28of 3,000,000 ~~2022~~three-year common stock purchase warrants (the “Incentive Warrants”) (post-split), each entitling the holder to purchase one share of SST common stock at an exercise price of $0.10 per share.

~~F-3~~SST has been engaged in the education technology and services business for over 25 years. SST markets its systems to and installs these systems in elementary, middle and high schools, as well as colleges, universities, and commercial facilities. These interactive smartboards provide students with interactive remote access from home or other locations to classrooms and teachers via personal computers, laptops, tablets, and similar devices. SST currently markets its systems primarily in Pennsylvania, Ohio and West Virginia, is in the process of expanding into the Alabama and Michigan markets and plans to expand further throughout the United States as opportunities present themselves either organically or through strategic acquisitions.

~~FOMO WORLDWIDE~~As a result of the growth in remote learning driven in part by the COVID-19 pandemic and government funding including ESSER Funds (Elementary Secondary School Emergency Relief) and the CARES Act (Coronavirus Aid, ~~INC.~~Relief, and ~~Subsidiaries~~Economic Security), SST experienced a significant increase in orders and sales in 2022 due to a backlog in orders. In 2023 sales have dropped back to more historical levels.

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

	As of			As of
	December 31, 2022			December 31, 2021
Assets
Current assets
Cash	$	96,954		$	94,224
Accounts receivable, net		1,682,654			36,790
Loan to related party		45,261			53,732
Inventory, net		382,457			8,114
Prepaid expense		9,458			223
Total current assets		2,216,784			193,083
Property and equipment - net		80,844			-
Operating lease - right-of-use asset		281,937			-
Intangible assets- net		514,476			-
Goodwill		350,110			-
Investments		140,006			765,463
Total assets	$	3,584,157		$	958,546
Liabilities and stockholders’ deficit
Liabilities
Current liabilities
Accounts payable	$	1,657,084		$	40,117
Accounts receivable credit facility		1,276,467			-
Operating lease liability		63,556			-
Unearned revenue		578,354			11,100
Loan payable related party		25,048			22,714
Convertible loans payable due to non-related parties, net		645,006			89,305
Loans payable- other		243,692			-
Preferred stock dividend payable		171,646			-
Derivative liabilities		981,766			1,105,537
Total current liabilities		5,642,619			1,268,773
Long-term liabilities
Loan payable related party		284,480			-
Operating lease liability		227,701			-
Total current liabilities		512,181			-
Total liabilities	$	6,154,800		$	1,268,773
Commitments and Contingencies (Note 10)		-			-
Stockholders’ deficit
Preferred stock Class A; $0.0001 par value authorized: 78,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 5,750,000 and 5,750,000 at December 31, 2022 and 2021, respectively		575			575
Preferred stock Class B; $0.0001 par value authorized: 20,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 5,289,982 and 5,249,982 at December 31, 2022 and 2021, respectively		529			525
Preferred stock Class C; $0.0001 par value authorized: 2,000,000 shares at December 31, 2022 and 2021, respectively: and issued and outstanding 1,000,000 and 1,000,000 at December 31, 2022 and 2021, respectively		100			100
Preferred Stock Value		-			-
Common stock; no par value authorized: 20,000,000,000 shares at December 31, 2022 and 2021, respectively: issued and outstanding 8,620,188,088 and 7,177,931,757 at December 31, 2022 and 2021, respectively		9,023,334			8,631,776
Additional paid-in-capital		12,503,100			11,301,942
Accumulated deficit		(24,098,281	)		(20,245,145	)
Total stockholders’ deficit		(2,570,643	)		(310,227	)
Total liabilities and stockholders’ deficit	$	3,584,157		$	958,546

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

~~The accompanying~~On ~~notes~~June ~~are~~27, an2023, ~~integral~~the Company ~~part~~approved the transfer of 100% ~~these~~of ~~financial~~the ~~statements~~operating assets, customer lists and data, and software systems and support contracts from SST to DTS. This transfer occurred on Oct 1, 2023 but was reversed subsequent to year-end

~~F-4~~See note 9.

~~FOMO WORLDWIDE, INC. and Subsidiaries~~F-7

~~Consolidated Statement~~Note of2 ~~Operations~~– SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

	2022			2021
	For the Year Ended December 31,
	2022			2021
Operating revenue	$	7,515,541		$	657,136
Cost of revenue		6,467,990			539,308
Gross profit		1,047,551			117,828
Operating expenses:
Loss on impairment		-			5,353,118
General and administrative		2,645,480			5,987,666
Total operating expenses		2,645,480			11,340,784
Loss from operations		(1,597,929	)		(11,222,956	)
Other income (expenses)
Interest expense		(502,409	)		(334691	)
Amortization of debt discount		(573,845	)		(481555	)
Loan forgiveness		-			11,593
Unrealized loss on investments		(667,237	)		(435,037	)
Loss on debt conversion		(205,691	)		(475,199	)
Loss on non-refundable deposit for business		-			(449,279	)
Gain on debt extinguishment (derivative liabilities – convertible debt)		226,391			-
Initial derivative expense		(194,887	)		(878,263	)
Change in fair value of derivative liabilities		(165,883	)		1,682,887
Total other expenses		(2,083,561	)		(1,359,544	)
Loss before income taxes		(3,681,490	)		(12,582,500	)
Provision for income taxes		-			-
Net loss	$	(3,681,490	)	$	(12,582,500	)
Preferred stock dividends		(171,646	)		-
Net loss available to common shareholders	$	(3,853,136	)	$	(12,582,500	)
Net loss per share, basic and diluted	$	(0.0005	)	$	(0.0008	)
Weighted average common equivalent share outstanding, basic and diluted		8,308,889,427			15,511,004,083

Basis of Presentation

The accompanying ~~notes~~consolidated ~~are~~financial anstatements ~~integral~~were ~~part~~prepared in conformity with generally accepted accounting principles in the United States of ~~these~~America ~~financial~~(“U.S. ~~statements~~GAAP”).

~~F-5~~Reverse Stock Split

~~FOMO WORLDWIDE~~On February 22, ~~INC~~2024, the Company effectuated a 1:100 reverse stock split. All common share and ~~Subsidiaries~~per share information has been retroactively updated to account for the reverse stock split; however, all series of preferred shares has their conversion ratios into common stock proportionately adjusted.

~~Consolidated Statement of Stockholders’ Deficit~~Consolidation

~~For~~ These consolidated financial statements have been prepared in accordance with U.S. GAAP and include the ~~years~~accounts ~~ended~~of ~~December~~the ~~31,~~Company ~~2022~~and its wholly owned subsidiaries. All intercompany transactions and ~~2021~~balances have been eliminated.

	Common Stock				Preferred Stock
					Class A				Class B						Class C
	Number of Shares		No par value		Number of Shares		$0.0001 par value		Number of Shares			$0.0001 par value			Number of Shares		$0.0001 par value		Common Stock Issuable			Additional paid-in capital			Accumulated deficit			Total stockholders’ deficit
Balance, December 31, 2020	4,713,543,121		4,232,960		3,000,000		300		4,463,815			446			1,000,000		100		125,000			3,139,400			(7,662,645		)	(164,439		)
Conversion of convertible debt		1,396,567,128		2,822,118																						-			2,822,118
Stock issued for loan cost		10,000,000		20,000		-		-		-			-			-		-		-			-			-			20,000
Issue of common shares for cash		527,500,000		1,000,000		-		-		-			-			-		-		-									1,000,000
Issue of preferred A shares for cash		-		-		2,750,000		275															274,725			-			275,000
Issue of preferred B shares as non-refundable deposit to acquire business		-		-		-		-		175,000			18			-		-		-			449,261			-			449,279
Issue of preferred B shares to acquire assets		-		-		-		-		375,000			38			-		-		-			4,549,962						4,550,000
Issue of preferred B shares for services		-		-		-		-		571,167			57										1,765,957						1,766,014
Conversion of preferred series B shares to common shares		335,000,000		34						(335,000	)		(34	)									-						-
Common shares issued for services		195,321,508		556,664		-		-		-			-			-		-		-			-			-			556,664
Warrants		-		-		-		-		-			-			-		-		-			997,637			-			997,637
Cancel Common stock issuable		-		-		-		-		-			-			-		-		(125,000	)		125,000						-
Net loss		-		-		-		-		-			-			-		-		-			-			(12,582,500	)		(12,582,500	)
Balance, December 31, 2021		7,177,931,757	$	8,631,776		5,750,000	$	575		5,249,982		$	525			1,000,000	$	100	$	-		$	11,301,942			(20,245,145	)	$	(310,227	)
Beginning balance		7,177,931,757	$	8,631,776		5,750,000	$	575		5,249,982		$	525			1,000,000	$	100	$	-		$	11,301,942			(20,245,145	)	$	(310,227	)
Issuance of stock in cashless exercise of warrants		645,833,333		-		-		-		-			-			-		-		-			-			-			-
Issuance of stock for services		-		-		-		-		650,000			65			-		-		-			534,935			-			535,000
Acquisition of Smart Solutions Technologies, Inc. - net of broker fees		-		-		-		-		1,000,000			100			-		-		-			699,900			-			700,000
Return of shares related to acquisition of Smart Solutions Technologies, Inc.		-		-		-		-		(1,000,000	)		(100	)		-		-		-			(699,900	)		-			(700,000	)
Issuance of stock in conversion of debt and accrued interest		301,448,152		310,059		-		-		-			-			-		-		-			-			-			310,059
Return and cancellation of Series B shares		-		-		-		-		(250,000	)		(25	)		-		-		-			25			-			-
Conversion of Series B preferred stock into common stock		360,000,000		30		-		-		(360,000	)		(36	)		-		-		-			6			-			-
Warrants issued for services		-		-		-		-		-			-			-		-		-			227,211			-			227,211
Warrants issued for services - related party		-		-		-		-		-			-			-		-		-			13,981			-			13,981
Reclassification of financial instruments that ceased to be derivative liabilities (warrants)		-		-		-		-		-			-			-		-		-			425,000			-			425,000
Shares issued in transfer agent conversion		134,974,846		81,469		-		-		-			-			-		-		-			-			-			81,469
Preferred dividends		-		-		-		-		-			-			-		-		-			-			(171,646	)		(171,646	)
Net loss		-		-		-		-		-			-			-		-		-			-			(3,681,490	)		(3,681,490	)
Balance, December 31, 2022		8,620,188,088	$	9,023,334		5,750,000	$	575		5,289,982		$	529			1,000,000	$	100	$	-		$	12,503,100			(24,098,281	)	$	(2,570,643	)
Ending balance		8,620,188,088	$	9,023,334		5,750,000	$	575		5,289,982		$	529			1,000,000	$	100	$	-		$	12,503,100			(24,098,281	)	$	(2,570,643	)

Use of Estimates

The ~~accompanying~~ ~~notes~~preparation ~~are~~of anconsolidated ~~integral~~financial ~~part~~statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of ~~these~~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.

FSignificant 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-6based compensation, estimated useful lives related to intangible assets and property and equipment, uncertain tax positions, and the valuation allowance on deferred tax assets.

~~FOMO WORLDWIDE,~~Risks ~~INC.~~ and ~~Subsidiaries~~Uncertainties

~~Consolidated Statement~~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 ~~Cash~~business ~~Flows~~failure.

	2022			2021
	For the year ended December 31,
	2022			2021
Cash flows provided by (used for) operating activities:
Net loss	$	(3,681,490	)	$	(12,582,500	)
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
Stock based compensation		616,469
Depreciation, depletion and amortization		60,641			37
Amortization of debt discount		573,845			481,555
Bad debt expense		-			18,992
Loss on debt extinguishment		205,691			475,199
PPP loan forgiveness		-			(11,593	)
Impairment loss		-			5,353,118
Warrants issued for stockholder relations		-			2,064,665
Warrants issued for services		227,211			997,637
Warrants issued for service - related party		13,981			-
Preferred B shares issued for services		-			1,766,014
Common shares issued for services		-			556,664
Amortization of operating lease - right-of-use asset		63,292			-
Initial derivative expense		194,887			878,263
Realized and unrealized loss on investment		667,237			435,037
Loss on non-refundable deposit for business		-			449,279
Gain on debt extinguishment		(226,391	)		-
Change in fair value of derivative liabilities		165,883			(1,682,887	)
Decrease (increase in operating assets
Accounts receivable		(976,284	)		(34,923	)
Prepaid expenses		(9,235	)		687
Inventory		(165,912	)		(8,114	)
Increase(decrease) in operating liabilities
Accounts payable		1,305,723			(48,119	)
Unearned revenue		(103,963	)		5,486
Accrued officers salary		(181,084	)		-
Net cash used for operating activities		(1,249,499	)		(885,503	)
Cash flows provided by (used for) investing activities
Cash acquired in acquisition of Smart Solutions Technologies, L.P.		223,457			-
Purchase of property and equipment		(4,408	)		-
Purchase of investments, net of sales		(41,781	)		(1,032,500	)
Repayment of loan receivable- related party		109,623			-
Loan made to related party		(101,152	)		(53,732	)
Net cash provided by (used for) investing activities		185,739			(1,086,232	)
Cash flows provided by (used for) Financing activities
Proceeds of convertible notes		378,750			874,750
Proceeds from issuance of convertible note - related party		195,000			-
Proceeds from loans payable		638,060			-
Repayment of convertible note		(647,528	)		(115,000	)
Proceeds of related party loan		-			19,140
Proceeds from issuance of convertible note - related party		-			-
Repayment of loans payable		(199,368	)		-
Repayments of note payable - government - SBA		(150,000	)		-
Repayments of loans payable - related parties		(229,891	)		-
Repayments of convertible note - related party		(195,000	)		-
Proceeds from draw downs on accounts receivable credit facility		7,269,906			-
Repayment on accounts receivable credit facility		(5,993,439	)
Issuance of preferred A shares		-			275,000
Issuance of common shares		-			1,000,000
Net cash provided by (used for) financing activities		1,066,490			2,053,890
Net (decrease) increase in cash		2,730			82,155
Cash, beginning of period		94,224			12,069
Cash, end of period	$	96,954		$	94,224
Supplemental disclosure of cash flow information
Cash paid for interest	$	273,655		$	-
Cash paid for taxes	$	-		$	-
Supplemental disclosure of non-cash investing and financing activities
Stock issued for debt	$	104,368		$	20,000
Right-of-use asset obtained in exchange for new operating lease liability	$	345,229		$	-
Issuance of Preferred B shares to acquire businesses	$	700,000		$	4,550,000
Return of Preferred B shares in amended acquisition agreement		(700,000	)		-
Initial derivative recorded as debt	$	194,887		$	874,750
Conversion of preferred B shares to common	$	61		$	34
Reclassification of financial instruments that ceased to be derivative liabilities (notes and warrants)	$	425,000			-
Preferred stock dividends	$	171,646			-
Common stock issued for debt	$	-		$	2,822,118

The 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.

~~The accompanying notes are an integral part of these financial statements~~Cash

~~F-7~~Cash consists of deposits in large national banks. 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.

~~FOMO WORLDWIDE,~~Fair ~~INC.~~Value ~~and~~of ~~subsidiaries~~Financial Instruments

~~NOTES TO~~The ~~CONSOLIDATED~~Company ~~FINANCIAL~~accounts ~~STATEMENTS~~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.

~~December 31, 2022 and 2021~~F-8

~~Note 1~~The –Company ~~BASIS~~uses OFa ~~PRESENTATION~~three-tier ~~AND~~fair ~~ORGANIZATION~~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.

~~FOMO WORLDWIDE,~~The ~~INC.~~three ~~(“FOMO,”~~tiers ~~“we,”~~are ~~“our”~~defined ~~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.~~follows:

~~On May~~● ~~18,~~Level ~~2021,~~1 ~~FOMO~~- ~~incorporated~~Observable ~~FOMO~~inputs ~~ADVISORS~~that ~~LLC,~~reflect aquoted ~~Wyoming~~market ~~limited~~prices ~~liability~~(unadjusted) ~~company,~~for asidentical aassets ~~wholly~~or ~~owned~~liabilities ~~private~~in ~~merchant~~active ~~banking~~markets; ~~subsidiary. FOMO~~● ~~ADVISORS~~Level ~~LLC~~2 ~~intends~~- toObservable ~~assist~~inputs ~~private~~other ~~companies~~than inquoted ~~accessing~~prices ~~the~~in ~~capital~~active markets ~~through “pass through” investments~~ that ~~allow~~are ~~investors~~observable toeither ~~gain~~directly ~~liquidity,~~or ~~while~~indirectly ~~benefiting~~in ~~from~~the ~~direct~~marketplace ~~exposure~~for toidentical ~~private company growth through derivative instruments~~ or ~~other~~similar ~~rights.~~assets ~~The~~and ~~subsidiary~~liabilities; ~~is engaging with strategic targets to introduce them to its network of financial~~ and ~~strategic~~● ~~contacts, provide~~Level ~~them~~3 ~~management~~- ~~consulting,~~Unobservable ~~and~~inputs ~~create~~that aare ~~portfolio~~supported ofby ~~technology~~little ~~investments~~or ~~for~~no ~~future~~market ~~incubation~~data, ~~capital~~which ~~formation,~~require ~~and~~the ~~wealth creation. The~~ Company isto ~~currently~~develop ~~evaluating~~ its ~~corporate~~own ~~development pipeline and has identified a number of candidates for this capital formation model, though there can be no assurances~~assumptions. ~~Currently, this entity is inactive.~~

~~On February~~The 28determination 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, ~~2022~~market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the ~~Company~~asset ~~acquired~~or ~~SST~~liability valued and the valuation method used. Such assumptions could include estimates of prices, ~~see~~earnings, ~~Note~~costs, 9actions 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.

~~In June~~Although ~~2022,~~ the Company ~~applied~~believes ~~with~~that the ~~State~~recorded fair value of ~~California~~our ~~for~~financial ainstruments ~~name~~is ~~change~~appropriate, tothese ~~FOMO~~fair ~~WORLDWIDE,~~values ~~INC.~~may ~~The~~not ~~name~~be ~~change~~indicative ~~was~~of ~~subsequently approved~~net realizable value or reflective of future fair values.

The ~~parent~~ ~~(FOMO~~Company’s ~~WORLDWIDE~~financial instruments, ~~INC.)~~including cash, accounts receivable, inventory, accounts payable and ~~subsidiaries~~accrued expenses, loans payable and notes payable are ~~organized~~carried asat ~~follows:~~historical cost. At December 31, 2023 and 2022 the carrying amounts of these instruments approximated their fair values because of the short-term nature of these instruments.

ASC 825-10 ~~Schedule of~~“Financial ~~Parent~~Instruments” allows entities to voluntarily choose to measure certain financial assets and ~~Subsidiaries~~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.

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

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.

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

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

IAQ Technologies, LLC

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	694,400	$	-	$	694,400	$	-
Total assets measured at fair value	$	694,400	$	-	$	694,400	$	-

Liabilities
Derivative liability	$	356,832	$	-	$	-	$	356,832
Total liabilities measured at fair value	$	356,832	$	-	$	-	$	356,832

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:F-9

●Assets ~~Ultraviolet-C in-duct~~ and ~~portable~~liabilities ~~devices,~~measured ●at ~~Hybrid~~fair ~~disinfection~~value ~~devices~~are ~~with~~as ~~UVC,~~follows ~~carbon~~as ~~filtration~~of ~~and~~December ~~HEPA filtration~~31, ● 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.2022:

F-8

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

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

~~Operating results~~Level ~~for~~1 ~~IAQ~~Investments ~~since~~consist ~~its~~of ~~acquisition~~common ~~has~~stock, ~~not~~options, ~~met~~and ~~expectations,~~warrants ~~Accordingly,~~of ~~the~~publicly ~~interim~~traded ~~chief~~companies ~~executive~~which isare considered to be highly liquid and easily tradeable. The Company also holds Level 2 investments in the ~~process~~preferred stock of ~~reorganizing IAQ.~~a ~~Accordingly~~publicly traded company, wewhose ~~determined~~values ~~that~~are ~~IAQ~~derived as if converted from the public company’s ~~value~~common ~~was~~stock. ~~impaired~~.The atCompany ~~December~~also ~~31,~~holds ~~2021~~Level 3 investments in the common stock of a private company.

~~Independence LED~~Derivative ~~Lighting,~~liabilities ~~LLC~~are ~~and~~derived ~~Energy~~from ~~Intelligence~~certain ~~Center,~~convertible ~~LLC~~notes payable and warrants.

~~On February~~Cash ~~12,~~and ~~2021,~~Cash ~~the~~Equivalents ~~Company~~and ~~purchased~~Concentration ~~the assets~~ of ~~Independence~~Credit 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.Risk

~~On March~~For 7,purposes ~~2021,~~of the ~~Company~~consolidated ~~purchased~~statements ~~the assets~~ of ~~Energy~~cash ~~Intelligence Center~~flows, ~~LLC~~the ~~(“EIC~~Company ~~PA”)~~considers inall ~~exchange~~highly ~~for~~liquid ~~the~~instruments ~~issuance of~~with ~~125,000~~a ~~Series~~maturity Bof ~~Preferred~~three ~~Shares~~months ~~and~~or ~~50,000,000~~less ~~warrants valued~~ at ~~$1,479,121. EIC is engaged in~~ the ~~commercialization,~~purchase ~~marketing and~~date ~~licensing of software~~ and ~~hardware~~money ~~designed~~market accounts to ~~work~~be incash ~~conjunction~~equivalents. ~~with~~At aDecember ~~commercial~~31, ~~building’s~~2023 ~~HVAC~~and ~~system~~2022, tothe ~~reduce~~Company ~~energy consumption~~did not have ~~and~~any ~~optimize~~cash ~~operating efficiency~~equivalents.

~~Following~~ The Company is exposed to credit risk on its cash and cash equivalents in the ~~acquisitions~~event of default by the ~~assets~~financial ofinstitutions ~~iLED~~to ~~and~~the ~~EIC,~~extent account balances exceed the ~~Company~~amount ~~combined~~insured by the ~~assets~~FDIC, ~~and~~which ~~businesses~~is of$250,000. ~~iLED~~At December 31, 2023 and ~~EIC~~2022, ~~into~~the aCompany ~~newly~~did ~~formed~~not ~~wholly owned~~experience ~~subsidiary,~~any ~~Energy~~losses ~~Intelligence~~on ~~Center~~cash ~~LLC~~balances ~~(“EIC~~in ~~Wyoming”)~~excess of FDIC insured limits.

~~The Founder~~Accounts 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.Receivable

~~See Note~~The 9Company 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.

~~SMARTSolution Technologies~~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, Lwe 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.P. These specific allowances are re-evaluated and ~~SMARTSolution~~adjusted ~~Technologies~~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, ~~Inc~~as necessary.

~~On February~~Direct ~~28,~~write-offs ~~2022,~~are ~~FOMO~~taken ~~closed~~in the ~~acquisition~~period ofwhen ~~the~~we ~~general~~have ~~and~~exhausted ~~all~~our ~~the~~efforts ~~limited~~to ~~partnership~~collect ~~interests~~overdue ~~of SMARTSolution Technologies L.P.~~ and ~~shares~~unpaid ofreceivables ~~SMARTSolution~~or ~~Technologies,~~otherwise ~~Inc.~~evaluate ~~(collectively~~other ~~“SST”)~~circumstances ~~pursuant~~that toindicate ~~a Securities Purchase Agreement dated February 28, 2022 (~~the ~~“SPA”),~~collectability ~~by and between the Company and Mitchell Schwartz (“Seller”), the beneficial owner~~ of ~~the general and limited partnership interests in SST~~receivables. 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~~Allowance ~~been engaged in the EdTech business~~ for ~~over~~doubtful 25accounts ~~years.~~at ~~SST~~December ~~markets its systems and installs the systems in elementary~~31, ~~middle~~2023 and ~~high~~ ~~schools~~2022, aswere ~~well as colleges~~$15,587 ~~universities~~ and ~~commercial facilities. A current focus of SST’s business is the sale and installation of interactive smartboards to elementary~~$0, ~~middle and high schools~~respectively. 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~~F-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.10

~~The interactive~~Bad ~~smartboards~~debt ~~which~~expense ~~form~~(recovery) ~~the key element of SST’s interactive systems are supplied by a single supplier in Canada, SMART Technologies LLC, which~~ is arecorded ~~subsidiary~~as of a ~~large~~component ~~multi-national company , Foxconn (~~of ~~Hon~~general ~~Hai~~and ~~Technology~~administrative ~~Group).~~expenses ~~SST~~in ~~believes that its relationship with its supplier is excellent, although there can be no assurance that if~~ the ~~relationship~~accompanying ~~with~~consolidated ~~the~~statements ~~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~~operations.

~~See note~~The 9Company had the following concentrations at December 31, 2023 and 2022. All concentrations relate solely to the operations of SST.

F-9

	Year Ended			Year Ended
Customer	December 31, 2023			December 31, 2022
A		39	%		22	%
B		17	%		16	%
C		13	%		0	%
Total		69	%		38	%

~~Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~Inventory

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

~~The accompanying~~Inventory ~~consolidated~~is ~~financial~~stated ~~statements~~at ~~were~~the ~~prepared~~lower inof ~~conformity~~cost ~~with~~or ~~generally~~net ~~accepted~~realizable ~~accounting~~value. ~~principles~~Cost inis determined using the ~~United States~~specific identification method for finished goods. Management compares the cost of ~~America~~inventory ~~(“U~~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.S. ~~GAAP”)~~Generally, the Company only keeps inventory on hand for sales made and in which a deposit has been received.

~~Consolidation~~At December 31, 2023 and 2022 inventory consisted of:

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.

Classification	December 31, 2023		December 31, 2022
Smart Boards	$	69,880	$	382,355
Clean Air Technology		102		102
Total Inventory	$	69,982	$	382,457

~~Reclassifications~~The Company had the following vendor purchase concentrations at December 31, 2023 and 2022, respectively. All concentrations relate solely to the operations of SST.

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

	Year Ended December 31,
Vendor	2023			2022
A		65	%		89	%
Total		65	%		89	%

~~Use~~ Impairment of ~~Estimates~~Long-lived Assets

~~The preparation~~Management evaluates the recoverability of ~~consolidated~~the ~~financial~~Company’s ~~statements~~identifiable intangible assets and other long-lived assets when events or circumstances indicate a potential impairment exists, in ~~conformity~~accordance with ~~U.S.~~the ~~GAAP~~provisions ~~requires~~of ~~management~~ASC to360-10-35-15 “Impairment ~~make~~or ~~certain~~Disposal ~~estimates~~of Long-Lived Assets.” Events and ~~assumptions that~~circumstances ~~affect~~considered by the ~~reported~~Company ~~amounts~~in determining whether the carrying value of identifiable intangible assets and ~~liabilities~~other ~~and~~long-lived ~~disclosure~~assets ofmay ~~contingent~~not ~~assets~~be ~~and~~recoverable ~~liabilities~~include atbut are not limited to significant changes in performance relative to expected operating results; significant changes in the ~~date~~use of the ~~financial statements~~assets; ~~and~~significant ~~the~~negative ~~reported~~industry ~~amounts~~or ofeconomic ~~revenues~~trends; and ~~expenses~~changes ~~during~~in the ~~reporting~~Company’s ~~period~~business strategy. ~~Actual~~In ~~results~~determining ~~could~~if ~~differ~~impairment ~~from~~exists, ~~those~~the Company estimates the undiscounted cash flows to be generated from the use and ultimate disposition of these assets.

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 stockF-~~based compensation, estimated useful lives related to intangible assets and property and equipment, uncertain tax positions, and the valuation allowance on deferred tax assets..~~11

~~Risks~~ If impairment is indicated based on a comparison of the assets’ carrying values and ~~Uncertainties~~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. See Note 10.

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

The Company ~~has~~initially ~~experienced,~~records goodwill and inother ~~the~~intangible ~~future~~assets ~~expects~~at totheir ~~continue~~estimated tofair ~~experience,~~values ~~variability in sales~~ and ~~earnings.~~reviews ~~The~~these ~~factors~~assets ~~expected to~~periodically ~~contribute~~for toimpairment. ~~this~~Goodwill ~~variability~~represents ~~include, among others, (i)~~ the ~~cyclical~~excess ~~nature~~ of the ~~industry,~~purchase ~~(ii)~~price ~~general~~over ~~economic conditions in~~ the ~~various~~fair ~~local~~value ~~markets~~of inidentifiable ~~which~~tangible ~~the~~and ~~Company~~intangible ~~competes,~~assets ~~including~~acquired ~~a potential general downturn in the economy,~~ and ~~(iii)~~liabilities ~~the~~assumed ~~volatility of prices~~ in ~~connection~~a ~~with~~business ~~the~~combination ~~Company’s~~and ~~distribution~~is oftested ~~the~~annually ~~product.~~for ~~These factors~~impairment, ~~among~~historically ~~others,~~during ~~make~~our itfourth ~~difficult~~quarter. See toNote ~~project the Company’s operating results on a consistent basis~~10.

~~Coronavirus (“COVID-19”)~~Property ~~Pandemic~~and Equipment

~~During the~~Property ~~year ended December 31, 2022, the Company’s financial results~~ and ~~operations~~equipment ~~were~~are ~~not~~stated ~~materially~~at ~~adversely~~cost ~~impacted~~less byaccumulated ~~the COVID-19 pandemic~~depreciation. ~~The~~Depreciation ~~extent~~is toprovided ~~which~~on the ~~Company’s~~straight-line ~~future~~basis ~~financial~~over ~~results could be impacted by~~ the ~~COVID-19~~estimated ~~pandemic~~useful ~~depends on~~lives ~~future developments that are highly uncertain and cannot be predicted at this time. The Company is not aware~~ of ~~any~~the ~~specific~~assets, ~~event or~~which ~~circumstance~~range ~~that~~from ~~would~~one ~~require an update~~ to ~~its~~seven ~~estimates or judgments or a revision of the carrying value of its assets or liabilities~~years.

~~These estimates~~Expenditures ~~may~~for ~~change,~~repair asand ~~new~~maintenance ~~events~~which ~~occur,~~do not materially extend the useful lives of property and ~~additional~~equipment ~~information~~are ischarged ~~obtained~~to operations. ~~Actual~~When ~~results~~property ~~could~~or ~~differ~~equipment ~~materially~~is sold or otherwise disposed of, the cost and related accumulated depreciation are removed from ~~these estimates~~the ~~under~~respective ~~different~~accounts ~~assumptions~~with the resulting gain or ~~conditions~~loss reflected in operations.

~~F-10~~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.

~~Cash~~Derivative Liabilities

~~Cash consists~~The Company assessed the classification of ~~deposits~~its inderivative ~~large~~financial ~~national~~instruments ~~banks.~~as Onof December 31, ~~2022~~2023 and ~~December 31~~2022, ~~2021,~~which ~~respectively,~~consist ~~the~~of ~~Company~~convertible ~~had~~notes ~~$96,954~~payable and ~~$94,224 in~~certain ~~cash~~warrants in(excluding ~~the~~those ~~United~~for ~~States.~~compensation) ~~The~~and ~~Company~~ has ~~not~~determined ~~experienced~~that ~~any~~such ~~losses~~instruments inqualify ~~such~~for ~~accounts~~treatment ~~and~~as ~~believes~~derivative itliabilities isas ~~not~~they ~~exposed~~meet tothe ~~any~~criteria ~~risks on~~for ~~its~~liability ~~cash~~classification inunder ~~bank~~ASC ~~accounts~~815.

~~Fair Value~~Earnings ofPer ~~Financial~~Share ~~Instruments~~(EPS)

The Company ~~accounts~~analyzes ~~for~~all financial instruments ~~under~~with ~~Financial~~features ~~Accounting~~of ~~Standards~~both ~~Board~~liabilities (“and equity under FASB”) ASC ~~820,~~Topic ~~Fair~~No. ~~Value~~480, ~~Measurements.~~ (“ASC ~~820~~480”), ~~provides~~“Distinguishing aLiabilities ~~framework~~from ~~for~~Equity” and ~~measuring~~FASB ~~fair~~ASC ~~value~~Topic ~~and~~No. ~~requires~~815, ~~disclosures~~(“ASC ~~regarding~~815”) ~~fair~~“Derivatives ~~value~~and ~~measurements~~Hedging”. ~~Fair~~Derivative ~~value~~liabilities isare ~~defined as~~adjusted ~~the~~to ~~price~~reflect ~~that~~fair ~~would~~value beat ~~received~~each toreporting ~~sell~~period, anwith ~~asset~~any increase or ~~paid~~decrease toin ~~transfer~~the afair ~~liability~~value recorded in anthe ~~orderly~~results ~~transaction~~of ~~between~~operations ~~market~~(other ~~participants at~~income/expense) ~~the~~as ~~measurement~~change ~~date,~~in ~~based~~fair onvalue ~~the~~of ~~Company’s~~derivative ~~principal~~liabilities. ~~or,~~The inCompany ~~absence~~uses of a ~~principal,~~binomial ~~most~~pricing ~~advantageous~~model ~~market~~to ~~for~~determine ~~the~~fair ~~specific asset~~value orof ~~liability~~these instruments.

~~The Company~~Upon ~~uses~~conversion or repayment of a ~~three-tier~~debt ~~fair~~instrument ~~value~~in ~~hierarchy~~exchange tofor ~~classify~~shares ~~and~~of ~~disclose~~common ~~all~~stock, ~~assets~~where ~~and~~the ~~liabilities~~embedded ~~measured~~conversion atoption ~~fair~~has ~~value~~been onbifurcated aand ~~recurring basis,~~accounted for as ~~well~~a asderivative ~~assets~~liability (generally convertible debt and ~~liabilities~~warrants), ~~measured~~the Company records the shares of common stock at fair value, onrelieves aall ~~non-recurring~~related ~~basis~~debt, inderivatives, ~~periods~~and ~~subsequent~~debt todiscounts, ~~their~~and ~~initial~~recognizes ~~measurement~~a net gain or loss on debt extinguishment. ~~The~~ ~~hierarchy~~In ~~requires~~connection with the ~~Company~~debt toextinguishment, ~~use~~the ~~observable~~Company ~~inputs~~typically ~~when~~records ~~available,~~an ~~and~~increase to ~~minimize~~additional ~~the~~paid-in ~~use~~capital offor ~~unobservable~~any ~~inputs,~~remaining ~~when~~liability ~~determining fair value~~balance.

~~The three~~Equity ~~tiers~~instruments that are ~~defined~~initially classified as ~~follows:~~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.

~~● Level 1~~ F- 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.12

~~The determination~~Original ofIssue 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.Discount

~~Although~~ For certain notes issued, the Company ~~believes~~may ~~that~~provide the ~~recorded~~debt ~~fair~~holder ~~value~~with ofan ~~our~~original ~~financial~~issue ~~instruments~~discount. The original issue discount is ~~appropriate,~~recorded ~~these~~as ~~fair~~a ~~values~~debt ~~may~~discount, ~~not~~reducing bethe ~~indicative~~ face amount of ~~net~~the ~~realizable~~note, ~~value~~and oris ~~reflective~~amortized to interest expense over the life of ~~future~~the ~~fair~~debt, ~~values~~in the Consolidated Statements of Operations.

~~The Company’s~~Debt ~~financial~~Issue 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.Cost

~~ASC 825-10~~Debt ~~“Financial~~issuance ~~Instruments”~~cost ~~allows~~paid ~~entities~~ to ~~voluntarily~~lenders, ~~choose~~or tothird ~~measure~~parties ~~certain~~are ~~financial~~recorded ~~assets~~as ~~and~~debt ~~liabilities at~~discounts ~~fair value (“fair value option”). The fair value option may be elected on an instrument-by-instrument basis~~ and isamortized ~~irrevocable unless~~to ainterest ~~new~~expense ~~election~~over ~~date~~the ~~occurs.~~life Ifof the ~~fair~~underlying ~~value~~debt ~~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~~Consolidated ~~value~~Statements ~~option~~of ~~to any outstanding financial instruments~~Operations.

~~F-11~~Operating Lease

~~The Company~~From ~~evaluates~~time ~~its~~to ~~financial~~time, ~~assets~~we ~~and~~may ~~liabilities~~enter ~~subject~~into tooperating ~~fair~~lease ~~value~~or ~~measurements~~sub-lease onagreements, including our corporate headquarters. We account for leases in accordance with ASC Topic 842: Leases, which requires a ~~recurring~~lessee ~~basis~~to utilize the right-of-use model and to ~~determine~~record a right-of-use asset and a lease liability on the ~~appropriate level~~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 ~~which~~the statement of operations. In addition, a lessor is required to classify ~~them~~leases ~~for~~as ~~each~~either ~~reporting~~sales-type, ~~period~~financing or operating. ~~This~~A ~~determination~~lease ~~requires~~will ~~significant~~be ~~judgments~~treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to bethe 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.

~~Assets~~ 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 ~~fair~~the present value ~~are~~of aslease ~~follows~~payments asover the lease term. We generally use our incremental borrowing rate based on the information available at commencement to determine the present value of ~~December~~lease ~~31,~~payments ~~2022:~~except when an implicit interest rate is readily determinable. We determine our incremental borrowing rate based on market sources including relevant industry data.

~~Schedule~~ 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 ~~Fair~~direct ~~Value~~sales-type leases and production equipment classes embedded in supply agreements. From a lessor perspective, the timing and pattern of ~~Assets~~transfer ~~And~~are ~~Liabilities~~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.

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	140,006	$	75,006		-	$	65,000
Total assets measured at fair value	$	140,006	$	75,006		-	$	65,000
Liabilities
Derivative liability	$	981,766		-		-	$	981,766
Total liabilities measured at fair value	$	981,766		-		-	$	981,766

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.

~~Assets and~~Our ~~liabilities~~leases, ~~measured~~where atwe ~~fair~~are ~~value~~the ~~are~~lessee, asdo ~~follows~~not asinclude an option to extend the lease term. Our lease does not include an option to terminate the lease prior to the end of ~~December~~the 31agreed upon lease term. For purposes of calculating lease liabilities, ~~2021:~~lease term would include options to extend or terminate the lease when it is reasonably certain that we will exercise such options.

	Total		Level 1		Level 2		Level 3
Assets
Investments	$	765,463	$	740,463		-	$	25,000
Total assets measured at fair value	$	765,463	$	740,463		-	$	25,000
Liabilities
Derivative liability	$	1,105,537		-		-	$	1,105,537
Total liabilities measured at fair value	$	1,105,537		-		-	$	1,105,537

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.

~~Level 1~~Certain ~~Investments~~operating ~~consist~~leases ofprovide ~~common~~for ~~stock,~~annual ~~options~~increases ~~and~~to ~~warrants~~lease ofpayments ~~publicly~~based ~~traded~~on ~~companies~~an ~~which~~index ~~are~~or ~~considered~~rate, toour belease ~~highly~~has ~~liquid~~no ~~and easily~~stated ~~tradeable.~~increase, ~~The~~payments ~~Company~~were ~~also~~fixed ~~holds~~at ~~Level~~lease 3inception. ~~investments~~We incalculate the ~~common~~present ~~stock~~value of afuture ~~private~~lease ~~company~~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.

~~Derivative liabilities~~See ~~are~~Note ~~derived from certain convertible notes payable and warrants~~10.

~~Cash and Cash Equivalents and Concentration of Credit Risk~~F-13

~~For purposes~~Revenue 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.Recognition

The Company isrecognizes ~~exposed~~revenue toin ~~credit~~accordance ~~risk~~with onASC ~~its~~606, ~~cash~~Revenue ~~and~~from ~~cash~~Contracts ~~equivalents~~with inCustomers, the ~~event~~core principle of ~~default~~which byis that the ~~financial~~Company ~~institutions~~should recognize revenue to depict the ~~extent account~~transfer ~~balances~~of ~~exceed~~promised ~~the~~goods or services to customers in an amount ~~insured~~that byreflects the ~~FDIC,~~consideration to which isthe ~~$250,000~~Company expects to be entitled to receive in exchange for those goods or services. AtTo ~~December~~determine ~~31,~~revenue ~~2022~~recognition ~~and~~for ~~2021,~~arrangements that the Company ~~did~~determines ~~not~~are ~~experience any~~within ~~losses~~the onscope ~~cash~~of ~~balances~~ASC in606, ~~excess~~the ofCompany ~~FDIC~~performs ~~insured~~the ~~limits.~~following five steps:

~~Accounts Receivable~~● 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

~~The Company~~Identify ~~has a policy of reserving for uncollectible accounts based on~~ the ~~best~~contract ~~estimate~~with ofa ~~the amount of probable credit losses in our existing accounts receivable~~customer. 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~~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.

~~It is~~Identify ~~determined whether an allowance for doubtful accounts is required by evaluating specific accounts where information indicates~~ the ~~customers~~ ~~may~~performance ~~have an inability to meet financial~~ obligations. Inin ~~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~~contract. 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~~Performance ~~are~~obligations ~~taken~~promised in ~~the~~a ~~period~~contract ~~when~~are weidentified ~~have~~based ~~exhausted~~on ~~our~~the ~~efforts~~services that will be transferred to ~~collect~~the ~~overdue~~customer ~~and~~that ~~unpaid~~are ~~receivables~~both capable of being distinct, whereby the customer can benefit from the service either on its own or ~~otherwise~~together ~~evaluate~~ with other ~~circumstances~~resources that ~~indicate~~are readily available from third parties or from the ~~collectability~~Company, and are distinct in the context of ~~receivables~~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.

~~Allowance for~~Determine ~~doubtful~~the ~~accounts~~transaction ~~at December 31, 2022 and 2021, were $0, respectively~~price.

~~Bad debt~~The ~~expense~~transaction ~~(recovery)~~price is ~~recorded~~determined asbased aon ~~component~~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 ~~general~~variable ~~and~~consideration ~~administrative~~that ~~expenses~~should be included in the ~~accompanying~~transaction ~~consolidated~~price ~~statements~~ utilizing either the expected value method or the most likely amount method depending on the nature of ~~operations~~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, 2023 and 2022, contained a significant financing component.

~~The Company had the following concentrations at December 31, 2022 and 2021. All concentrations relate solely to the operations of SST.~~F-14

~~Schedule of~~Allocate ~~Concentration~~the oftransaction ~~Risk~~price ~~Percentage~~to performance obligations in the contract.

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

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.

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

~~Inventory consists~~The ofCompany ~~finished~~satisfies ~~products~~performance ~~purchased~~obligations ~~from~~either ~~third-party~~over ~~suppliers~~time or at a point in time. ~~The~~Revenue ~~Company’s~~is ~~inventory~~recognized ~~primarily~~at ~~consists~~the oftime ~~Smart~~the ~~Boards which~~related ~~are~~performance ~~sold~~obligation is satisfied by ~~SST~~transferring a promised service to a customer.

~~Inventory is~~When ~~stated~~determining atrevenues, ~~the~~no ~~lower~~significant ofjudgements ~~cost~~ or ~~net~~assumptions ~~realizable~~are ~~value~~required. ~~Cost~~For isall ~~determined~~transactions, ~~using~~ the ~~specific~~sales ~~identification~~price ~~method~~is ~~for~~fixed ~~finished~~and ~~goods. Management~~determinable ~~compares~~(no ~~the~~variable ~~cost~~consideration). ofAll ~~inventory~~consideration ~~with~~from ~~the~~contracts ~~net realizable value and, if applicable, an allowance~~ is ~~made~~included ~~for~~in ~~writing down~~ the ~~inventory~~ totransaction 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 conditionsprice. ~~Generally,~~The ~~the~~ Company’s ~~only~~contracts ~~keeps~~all ~~inventory~~contain ~~on hand~~single ~~for~~performance ~~sales made and in which a deposit has been received~~obligations.

~~At December~~For 31our contracts with customers, ~~2022~~payment terms generally range from advance payments prior to product delivery and/or ~~2021~~installation ~~inventory~~to ~~consisted~~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.

~~Schedule~~ 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 ~~Inventory~~ warranties for its Smart Boards, which are serviced by the manufacturer, and in some cases requires SST to perform warranty related services.

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

Sales taxes and other similar taxes are excluded from revenue.

~~There was~~Smart noBoards ~~impairment expense during the years ended December 31, 2022~~ and ~~2021.~~Installation Services

Smart Boards are sold to customers and may require an upfront deposit. The Company ~~had~~also installs its Smart Boards in connection with the ~~following~~sale. ~~vendor~~All ~~purchase~~revenue ~~concentrations~~is recognized at ~~December~~a ~~31,~~point ~~2022~~in ~~and~~time ~~2021~~upon completion of any installation, ~~respectively.~~which ~~All~~typically ~~concentrations~~occurs ~~relate~~within ~~solely to~~thirty ~~the~~(30) ~~operations~~days of ~~SST~~delivering the product.

~~Schedule of~~Installation ~~Vendor Purchase Concentrations Percentage~~ Services

~~F-13~~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.

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

Clean Air Technology

~~Impairment~~ All sales are recognized upon delivery of ~~Long-lived~~products ~~Assets~~to the customer.

~~Management evaluates the recoverability of the Company’s identifiable intangible assets and other long~~F-~~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~~Contract isLiabilities ~~indicated~~(Deferred 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.Revenue)

~~Goodwill~~ Contract liabilities represent deposits made by customers before the satisfaction of a performance obligation and ~~Other~~recognition ~~Acquired~~of ~~Intangible~~revenue. ~~Assets~~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.

~~The Company~~At ~~initially~~December ~~records~~31, ~~goodwill~~2023 and ~~other~~2022, ~~intangible assets at their estimated fair values and reviews these assets periodically for impairment. Goodwill represents~~ the ~~excess~~Company ofhad ~~the~~deferred ~~purchase~~revenue ~~price over the fair value~~ of ~~identifiable tangible~~ $59,896 and ~~intangible assets acquired and liabilities assumed in a business combination and is tested annually for impairment~~$578,354, ~~historically during our fourth quarter~~respectively.

~~Property~~ The following represents the Company’s disaggregation of revenues for the years ended December 31, 2023 and ~~Equipment~~2022:

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.

		Years Ended December 31,
		2023				2022
Revenue		Revenue	% of Revenues			Revenue	% of Revenues
Smart boards and installation	$	7,014,591	93	%	$	2,114,298	85	%
Installation and repair services		471,942	6	%		384,268	15	%
Clean air technology products		29,008	1	%		-	1	%
Total Revenues	$	7,515,541	100	%	$	2,498,566	100	%

~~Expenditures for~~The ~~repair~~Company ~~and~~had ~~maintenance which do not materially extend~~ the ~~useful~~following ~~lives~~sales ofconcentrations ~~property~~at ~~and~~December ~~equipment are charged to operations. When property or equipment is sold or otherwise disposed of~~31, ~~the~~2023 ~~cost~~ and ~~related~~2022, ~~accumulated~~respectively. ~~depreciation~~All ~~are~~concentrations ~~removed~~relate ~~from~~solely ~~the~~to ~~respective accounts with~~ the ~~resulting~~operations ~~gain~~of ~~or loss reflected in operations~~SST.

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.

	Years Ended December 31,
Customer	2023			2022
A		10	%		30	%
B		-	%		17	%
C		-	%		13	%
Total		10	%		60	%

~~There was~~Cost noof ~~impairment expense during the years ended December 31, 2022 and 2021.~~Sales

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

~~The Company~~Income 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.Taxes

~~Earnings Per~~The ~~Share~~Company ~~(EPS)~~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.

~~F-14~~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, 2023 and 2022, respectively, the Company had no uncertain tax positions that qualify for either recognition or disclosure in the financial statements.

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.F-16

~~Upon conversion~~The orCompany ~~repayment~~recognizes ofinterest aand ~~debt~~penalties ~~instrument~~related into ~~exchange~~uncertain ~~for~~income ~~shares~~tax ofpositions ~~common~~in ~~stock,~~other ~~where~~expense. No interest ~~the embedded conversion option has been bifurcated~~ and ~~accounted~~penalties ~~for~~related asto auncertain ~~derivative~~income ~~liability~~tax ~~(generally~~positions ~~convertible~~were ~~debt~~recorded ~~and~~for ~~warrants),~~ the ~~Company~~years ~~records~~ended ~~the~~December ~~shares of common stock at fair value~~31, ~~relieves~~2023 ~~all related debt, derivatives,~~ and ~~debt discounts, and recognizes a net gain or loss on debt extinguishment~~2022. ~~In connection with the debt extinguishment, the Company typically records an increase to additional paid-in capital for any remaining liability balance.~~

~~Equity instruments~~Advertising ~~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.~~Costs

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

~~For certain~~The ~~notes issued, the~~ Company ~~may~~recognized ~~provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount~~$10,148 ~~reducing~~and ~~the face amount of the note~~$34,937 in marketing and isadvertising ~~amortized~~costs toduring ~~interest expense over~~ the ~~life~~years ofended ~~the~~December ~~debt~~31, in2023 ~~the~~and ~~Consolidated Statements of Operations~~2022.

~~Debt Issue~~Stock-Based ~~Cost~~Compensation

~~Debt issuance~~The ~~cost~~Company ~~paid~~accounts tofor ~~lenders,~~our orstock-based ~~third~~compensation ~~parties~~under ~~are~~ASC ~~recorded~~718 “Compensation as– ~~debt~~Stock ~~discounts~~Compensation” using ~~and~~the ~~amortized~~fair tovalue-based ~~interest~~method. ~~expense~~Under ~~over~~this method, compensation cost is measured at the ~~life~~grant date based on the value of the ~~underlying~~ ~~debt~~award ~~instrument~~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 ~~Consolidated~~Company ~~Statements~~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 ~~Operations~~the Company’s equity instruments or that may be settled by the issuance of those equity instruments.

~~Operating Lease~~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.

~~From time~~The tofair ~~time,~~value 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~~stock-~~of-use asset~~based ~~and~~compensation ais ~~lease~~determined ~~liability on the balance sheet for all leases with terms longer than 12 months. Leases are classified~~ as ~~either~~of ~~financing or operating, with classification affecting~~ the ~~pattern~~date of ~~expense recognition in~~ the ~~statement~~grant ~~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~~date ~~and~~at ~~rewards,~~which ~~as well as control of~~ the ~~underlying~~performance ~~asset, to the lessee. If risks and rewards are conveyed without the transfer~~ of ~~control,~~ the ~~lease~~services is ~~treated~~completed as(measurement ~~financing.~~date) ~~If the lessor does not convey risk~~ and ~~rewards or control, the lease~~ is ~~treated~~recognized asover ~~operating. We determine if an arrangement is a lease, or contains a lease, at inception and record~~ the ~~lease~~vesting ~~in our financial statements upon lease commencement, which is the date when the underlying asset is made available for use by the lessor~~periods.

~~Right-of-use assets~~When ~~represent~~determining ~~our~~fair 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~~Company ~~term.~~considers ~~We generally use our incremental borrowing rate based on~~ the ~~information~~following ~~available~~assumptions atin ~~commencement to determine~~ the ~~present~~Black-Scholes ~~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.~~model:

~~We may~~● ~~have~~Exercise ~~lease~~price, ~~agreements~~● ~~with~~Expected ~~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~~dividends, ~~from~~● ~~both~~Expected ~~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~~volatility, ~~the~~● ~~timing and pattern of transfer are the same for the non~~Risk-~~lease~~free ~~components~~interest ~~and~~rate; ~~associated lease component~~ and, ~~the~~● ~~lease~~Expected ~~component,~~life ifof ~~accounted for separately, would be classified as an operating lease.~~option

~~F-15~~Stock Warrants

~~We have~~In ~~elected~~connection ~~not~~with tocertain ~~present~~financing ~~short-term~~(debt ~~leases~~or onequity), ~~the~~consulting ~~balance~~and ~~sheet~~collaboration asarrangements, ~~these~~the ~~leases~~Company ~~have~~may aissue ~~lease~~warrants ~~term~~to ofpurchase 12shares ~~months~~of orits ~~less~~common atstock. ~~lease~~The ~~inception and~~outstanding dowarrants ~~not~~are ~~contain~~standalone ~~purchase~~instruments ~~options or renewal terms~~ that we are ~~reasonably~~not ~~certain~~puttable toor ~~exercise.~~mandatorily ~~All~~redeemable ~~other~~by ~~lease~~the ~~assets~~holder and ~~lease liabilities~~ are ~~recognized~~classified ~~based~~as onequity awards. The Company measures the ~~present~~fair value of ~~lease~~warrants ~~payments~~issued ~~over~~for ~~the~~compensation ~~lease~~using ~~term~~the atBlack-Scholes ~~commencement~~option ~~date.~~pricing ~~Because~~model ~~most~~as of ~~our~~the ~~leases~~measurement dodate. ~~not provide an implicit rate of return~~However, wefor ~~used~~warrants ~~our~~issued ~~incremental~~that ~~borrowing~~meet ~~rate~~the ~~based~~definition onof ~~the~~a ~~information~~derivative ~~available~~liability, atfair ~~lease~~value ~~commencement~~is ~~date in~~determined ~~determining~~based upon the ~~present~~use ~~value~~ of ~~lease~~a ~~payments~~binomial pricing model.

~~Our leases,~~Warrants ~~where~~issued wein ~~are~~conjunction with the ~~lessee,~~issuance doof ~~not~~common ~~include~~stock anare ~~option~~initially torecorded ~~extend~~at ~~the~~fair ~~lease~~value ~~term.~~as ~~Our~~a ~~lease~~reduction ~~does~~in ~~not~~additional ~~include~~paid-in ancapital ~~option~~of ~~to terminate~~ the ~~lease~~common ~~prior~~stock toissued. ~~the~~All ~~end~~other ofwarrants ~~the~~are ~~agreed~~recorded ~~upon~~at ~~lease~~fair ~~term.~~value ~~For~~and ~~purposes~~expensed ofover ~~calculating~~the ~~lease~~requisite ~~liabilities,~~service ~~lease~~period ~~term would include options to extend~~ or ~~terminate~~at the ~~lease~~date ~~when~~of itissuance isif ~~reasonably~~there ~~certain~~is ~~that~~not wea ~~will~~service ~~exercise such options~~period.

~~Lease expense for operating leases is recognized on a straight~~F-~~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.~~17

~~Certain operating~~Basic 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~~Diluted ~~payment~~Earnings ~~are~~(Loss) ~~expensed~~per ~~as incurred.~~Share

~~See Note~~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.

~~Revenue Recognition~~The following potentially dilutive equity securities outstanding as of December 31, 2023 were as follows:

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:

	December 31, 2023
Series A, preferred stock (1)		12,464,750
Series B, preferred stock (2)		62,428,000
Series C, preferred stock (3)		10,000
Convertible notes and related accrued interest (4)		46,428,167
Warrants (5)		19,767,995
Total		141,098,912

● 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

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.

~~Identify~~Based on the potential common stock equivalents noted above at December 31, 2023, and the ~~contract~~potential ~~with~~variability ain stock ~~customer~~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 have sufficient authorized shares of common stock (unlimited) to settle any and all potential exercises of common stock equivalents.

~~A contract~~Related 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.Parties

~~F-16~~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.

~~Identify the~~Recently ~~performance~~Issued ~~obligations~~Accounting ~~in the contract.~~Pronouncements

~~Performance obligations~~Changes ~~promised~~to inaccounting aprinciples ~~contract~~ are ~~identified~~established ~~based~~by on the ~~services~~FASB ~~that~~in ~~will~~the beform ~~transferred~~of ASU’s to the ~~customer~~FASB’s ~~that~~Codification. ~~are~~We ~~both~~consider ~~capable of being distinct, whereby~~ the ~~customer~~applicability ~~can~~and ~~benefit~~impact ~~from~~of ~~the~~all ~~service~~ASUs ~~either~~ on ~~its~~our ~~own~~consolidated orfinancial ~~together~~position, ~~with~~results ~~other~~of ~~resources~~operations, ~~that~~stockholders’ ~~are~~deficit, ~~readily available~~cash ~~from~~flows, ~~third~~or ~~parties~~presentation orthereof. ~~from~~Management ~~the~~has ~~Company,~~evaluated ~~and~~all ~~are~~recent ~~distinct~~accounting inpronouncements ~~the~~as ~~context~~issued ofby the ~~contract,~~FASB ~~whereby~~in the ~~transfer~~form of ~~the~~Accounting ~~services is~~Standards ~~separately~~Updates ~~identifiable~~(“ASU”) ~~from~~through ~~other promises in~~ the ~~contract.~~date Tothese ~~the~~financial ~~extent~~statements awere ~~contract~~available ~~includes~~to ~~multiple~~be ~~promised~~issued ~~services,~~and ~~the~~found ~~Company must~~no ~~apply~~recent ~~judgment~~accounting topronouncements ~~determine~~issued, ~~whether~~but ~~promised~~not ~~services~~yet ~~are~~effective ~~capable~~accounting ofpronouncements, ~~being~~when ~~distinct~~adopted, ~~and~~will ~~distinct~~have ina ~~the~~material ~~context~~impact ofon the ~~contract. If~~consolidated ~~these~~financial ~~criteria~~statements ~~are~~of ~~not met~~ the ~~promised services are accounted for as a combined performance obligation~~Company.

~~Determine the transaction price.~~F-18

~~The transaction~~Note ~~price~~3 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– LIQUIDITY, ~~the~~GOING ~~Company~~CONCERN ~~estimates~~AND 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 CompanyMANAGEMENT’sS 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.PLANS

~~Allocate~~ These consolidated financial statements have been prepared on a going concern basis, which contemplates the ~~transaction~~realization ~~price~~of toassets ~~performance~~and ~~obligations~~the settlement of liabilities and commitments in the ~~contract~~normal course of business.

~~If the~~As ~~contract~~reflected ~~contains~~in ~~a single performance obligation,~~ the ~~entire~~accompanying ~~transaction~~consolidated ~~price~~financial ~~is allocated to the single performance obligation. However~~statements, iffor ~~a series of distinct services that are substantially~~ the ~~same~~year ~~qualifies~~ended asDecember ~~a single performance obligation in a contract with variable consideration~~31, ~~the Company must determine if the variable consideration is attributable to the entire contract or to a specific part of the contract. For example~~2023, 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.had:

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

●	Net loss of $1,583,738; and
●	Net cash used in operations was $176,588

~~The Company~~Additionally, ~~satisfies performance obligations either over time or~~ at aDecember ~~point~~31, in2023, ~~time. Revenue is recognized at~~ the ~~time~~Company ~~the related performance obligation is satisfied by transferring a promised service to a customer.~~had:

~~When determining~~● ~~revenues,~~Accumulated nodeficit ~~significant~~of ~~judgements~~$25,799,891 or● ~~assumptions~~Stockholders’ ~~are~~deficit ~~required.~~of ~~For all transactions~~$3,120,474; ~~the sales price is fixed~~ and ~~determinable (no~~● ~~variable~~Working ~~consideration).~~capital ~~All~~deficit ~~consideration~~of ~~from contracts is included in the transaction price. The Company’s contracts all contain single performance obligations.~~$3,701,663

~~For~~ We manage liquidity risk by reviewing, on an ongoing basis, our ~~contracts~~sources ~~with~~of ~~customers~~liquidity and capital requirements. The Company has cash on hand of $4,430, ~~payment~~as ~~terms~~well ~~generally~~as ~~range~~a ~~from~~bank ~~advance~~overdraft ~~payments~~of ~~prior~~$204, at December 31, 2023. Although the Company intends to ~~product~~raise ~~delivery~~additional ~~and/~~debt or ~~installation~~equity capital, the Company expects to ~~certain cases~~continue ~~where~~to ~~payment~~incur issignificant ~~due~~losses ~~within~~from 30operations ~~days~~and have negative cash flows from ~~job~~operating ~~completion~~activities for the near-term. ~~The~~These ~~timing~~losses ofcould ~~satisfying~~be ~~our~~significant ~~performance~~as ~~obligations~~product ~~does~~and ~~not~~service ~~vary~~sales ~~significantly from~~ramp ~~the~~up ~~typical~~along ~~timing~~with ofcontinuing ~~payment~~expenses related to compensation, professional fees, development and regulatory are incurred.

~~For each~~The ~~revenue~~Company ~~stream~~has weincurred dosignificant losses since its inception and has not ~~offer~~demonstrated ~~any~~an ~~returns,~~ability ~~refunds~~to orgenerate ~~warranties,~~sufficient revenues from the sales of its products and noservices ~~arrangements~~to ~~are~~achieve ~~cancelable~~profitable operations. ~~However~~There can be no assurance that profitable operations will ever be achieved, ~~the~~or ~~Company~~if ~~acts as~~achieved, could be sustained on a ~~reseller~~continuing basis. In making this assessment we performed a comprehensive analysis of ~~warranties~~our ~~for~~current ~~its~~circumstances ~~Smart~~including: ~~Boards~~our financial position, ~~which~~our ~~are~~cash ~~serviced~~flows byand cash usage forecasts for the ~~manufacturer~~twelve months ended December 31, 2024, and inour ~~some~~current ~~cases~~capital ~~requires~~structure ~~SST~~including toequity-based ~~perform~~instruments ~~warranty related~~and ~~services~~our obligations and debts.

~~Sales taxes~~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 ~~other~~the ~~similar~~Company ~~taxes~~is ~~are~~closely ~~excluded~~monitoring ~~from~~its ~~revenue~~cash balances, cash needs, and expense levels.

FThese factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve-17month 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.

~~Smart Boards~~Management’s ~~and~~strategic ~~Installation~~plans ~~Services~~include the following:

~~Smart Boards~~● ~~are~~Pursuing ~~sold~~additional tocapital ~~customers~~raising ~~and~~opportunities ~~may~~(debt ~~require~~or anequity), ~~upfront~~● ~~deposit.~~Continue ~~The~~to ~~Company~~execute ~~also~~on ~~installs~~our ~~its~~strategic ~~Smart~~planning ~~Boards~~while inincreasing ~~connection~~operational ~~with~~efficiency, ~~the~~● ~~sale. All~~Continuing ~~revenue~~to isexplore ~~recognized~~and atexecute aprospective ~~point~~partnering inor ~~time~~distribution ~~upon~~opportunities; ~~completion~~and of● ~~any~~Identifying ~~installation,~~unique ~~which~~market ~~typically~~opportunities ~~occurs~~that ~~within~~represent ~~thirty~~potential ~~(30)~~positive ~~days~~short-term ~~of delivering~~cash ~~the product~~flow.

~~Installation Services~~F-19

~~Certain customers~~Note ~~contract~~4 ~~with~~– LOAN ~~the~~RECEIVABLE, ~~Company~~RELATED ~~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.~~PARTY

~~Clean Air~~During ~~Technology~~2021, the Company has advanced funds to an affiliate of the Company’s Chief Executive Officer, Himalaya Technologies, Inc. (OTC: HMLA) to pay for corporate operating expenses. The Company expects to receive repayment in 2024.

~~All~~Effective September 1, 2022, the ~~sales~~Company ~~are~~increased ~~recognized~~our ~~upon~~available ~~delivery~~loan to Himalaya of ~~products~~$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. Subsequent to year-end, the ~~customer~~entire loan balance was repaid through cash payments and equity issuances by Himalaya to the Company.

~~Contract Liabilities~~The ~~(Deferred~~following ~~Revenue)~~is a summary of the Company’s advances – related party is as follows:

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.

		Loan Receivable
Terms		Related Party

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

Balance - December 31, 2021	$	53,732
Advances		25,149
Repayments		(33,620
Balance - December 31, 2022		45,261

Advances		40,694
Repayments		(20,131	)
Exercise of warrant for Preferred A Shares		(10,000	)
Acquisition of KANAB CORP.		(17,017	)
Balance – December 31, 2023	$	38,807

~~At December~~Note ~~31,~~5 ~~2022~~– PROPERTY ~~and~~AND ~~2021, the Company had deferred revenue of $578,354 and $11,100, respectively.~~EQUIPMENT

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

Schedule of Disaggregation of Revenue

	December 31,		December 31,		Estimated Useful
	2023		2022		Lives (Years)

Leasehold Improvements	$	-	$	178,278	40
Vehicles		53,777		53,777	5 – 10
Furniture		-		19,595	10
Equipment		9,408		9,408	5
Computer		-		-	5
		63,185		261,058
Accumulated depreciation		59,953		180,214
Total property and equipment - net	$	3,232	$	80,844

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

Depreciation expense for the years ended December 31, 2023 and 2022, was $ 6,243 and $6,117, respectively.

~~The Company had the following sales concentrations at December 31, 2022 and 2021, respectively. All concentrations relate solely to the operations of SST.~~F-20

~~Schedule~~ These amounts are included as a component of ~~Sales~~general ~~Concentrations~~and ~~Percentage~~administrative expenses in the accompanying consolidated statements of operations.

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

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.

~~Cost of~~See ~~Sales~~Note 9.

~~Cost of~~Note ~~sales~~6 ~~primarily consists of product sales, purchased supplies, materials and overhead.~~– INVESTMENTS

~~F-18~~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.

~~Income Taxes~~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.

~~The Company~~During ~~accounts~~the ~~for~~year ~~income~~ended ~~tax~~December ~~using~~31, 2019, the ~~asset~~Company ~~and~~received 1,000,000 shares ~~liability~~of ~~method~~KANAB ~~prescribed~~CORP. for consulting services provided by ~~ASC~~the ~~740~~Company’s CEO, ~~“Income~~Vikram ~~Taxes”~~Grover. ~~Under this~~The ~~method,~~shares ~~deferred~~were ~~tax~~valued ~~assets~~at ~~and~~$0.0122 per ~~liabilities~~share ~~are~~or ~~determined~~$12,220 at ~~based~~the onacquisition ~~the~~date. ~~difference~~On ~~between~~July 31, 2021, the ~~financial~~Company ~~reporting~~transferred ~~and~~the ~~tax~~shares ~~bases of~~to ~~assets~~Himalaya ~~and~~Technologies ~~liabilities~~Inc ~~using~~(HMLA) ~~enacted~~for 150,000 shares ~~tax~~of ~~rates~~the ~~that~~preferred ~~will~~B bestock in ~~effect~~HMLA. inThe Company valued the ~~year~~investment inof ~~which~~HMLA and the ~~differences~~carrying ~~are~~value ~~expected~~of toKANAB ~~reverse. The~~CORP ~~Company~~at ~~records~~the atime ~~valuation~~the ~~allowance~~shares towere ~~offset~~exchanged. ~~deferred~~The ~~tax~~fair ~~assets~~value ifat ~~based~~December on31, ~~the~~2021 ~~weight~~for ofHMLA ~~available~~is ~~evidence~~$12,000. itHMLA is ~~more-likely-than-not that~~a ~~some~~related ~~portion,~~party oras ~~all,~~it ofhas ~~the~~common ~~deferred~~officers ~~tax~~and ~~assets~~control. ~~will~~On ~~not~~June be28, ~~realized.~~2021, ~~The~~FOMO ~~effect~~Advisors onLLC ~~deferred~~was ~~taxes~~also ofgranted 50,000,000 warrants with a ~~change~~five-year inexpiration ~~tax~~and ~~rates~~$.0001 exercise ~~is recognized~~price asof ~~income~~Himalaya orTechnologies ~~loss~~Inc in(HMLA). ~~the~~The ~~period~~warrants ~~that~~were ~~includes~~valued ~~the~~at ~~enactment~~zero ~~date~~due to their illiquid nature.

~~The Company~~On ~~follows~~October 4, 2021, the ~~accounting~~Company ~~guidance~~invested $25,000 for ~~uncertainty~~a $25,000 convertible note and 25,000 common shares in ~~income~~GenBio, ~~taxes~~Inc. ~~using~~The Company valued the ~~provisions~~shares ofat ~~ASC~~$1/share, ~~740~~the ~~“Income~~Company’s ~~Taxes”~~cash investment. ~~Using that~~On ~~guidance~~January 24, ~~tax~~2022, ~~positions~~March ~~initially~~3, ~~need~~2022, toApril be6, ~~recognized~~2022 inand April 7, 2022, the ~~financial~~Company ~~statements~~invested ~~when~~an itadditional is$15,000 for 15,000 shares, ~~more~~$10,000 for 10,000 shares, ~~likely~~$7,500 for 7,500 shares ~~than~~and ~~not~~$7,500 for 7,500 shares ~~the~~of ~~position will~~GenBio, beInc., ~~sustained~~respectively. ~~upon~~GenBio, ~~examination~~Inc byis ~~the~~a ~~tax~~private ~~authorities.~~Biotechnology AsCompany ofthat ~~December~~researches ~~31,~~natural ~~2022~~products ~~and~~that ~~2021,~~act ~~respectively~~on new molecular pathways, ~~the~~primarily to suppress inflammation at critical points in these biochemical pathways. The Company’s ~~had~~preliminary noresearch ~~uncertain tax~~has ~~positions~~shown that ~~qualify~~these ~~for~~patent ~~either~~pending ~~recognition~~active orcompounds ~~disclosure~~may decrease obesity-induced increases in ~~the~~abdominal ~~financial~~fat ~~statements~~pads, blood pressure, fatty liver, and insulin resistance.

~~The Company~~In ~~recognizes~~2021, ~~interest~~the ~~and~~Company’s ~~penalties~~Chief ~~related~~Executive toOfficer ~~uncertain~~assigned ~~income~~his ~~tax~~investment ~~positions~~brokerage inaccount ~~other~~with ~~expense.~~Interactive NoBrokers ~~interest and penalties related~~ to ~~uncertain~~the ~~income~~Company. ~~tax~~The ~~positions~~investments ~~were~~in ~~recorded for~~ the ~~years~~account ~~ended~~are ~~December~~marketable ~~31,~~equity ~~2022 and 2021~~securities.

~~Advertising Costs~~The following is a summary of the Company’s investments at December 31, 2023 and 2022:

~~Advertising costs are expensed as incurred. Advertising costs are included as a component of general and administrative expense in the consolidated statements of operations.~~F-21

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

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

Securities	Stock, options, and warrants	Various	Various		Various	$	-	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock	2021	250,000	$	1.60		400,000	2,3
	Series A, preferred stock	2023	3,680,000		0.08		294,400	3,4,5
GenBio Inc.	Private company	2021 and 2022	50,000	$	1.00		-	6
						$	694,400

Stock-Based Compensation

1 -	all investments were held at our third-party independent broker. Account closed in 2023.
2 -	during 2021, the Company exchanged 1,000,000 shares of KANAB CORP. for 150,000 shares of Series B, preferred stock in HMLA. During 2021, a subsidiary of the Company also received 50,000,000 warrants with a five-year expiration and $.0001 exercise price of HMLA. The Company’s CEO is also the CEO of HMLA. The shares of series B preferred stock were valued at the fair value of HMLA as-if converted. The warrants were valued utilizing the Black-Scholes option pricing model.
3 -	In April 2023, the company exercised HMLA warrants for 2,000,000 shares of Series A stock in HMLA
4 -	In June 2023, the company sold its shares in PTOP to HMLA in exchange for 1,680,000 series A preferred stock in HMLA
5 -	In May 2023, the company sold Kanab Club back to HMLA in exchange for 100,000 series B preferred shares in HMLA
6 -	based on cost method. At December 31, 2023, the Company wrote off its’ investment in GenBio.

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.

December 31, 2022
Securities Held		Acquisition Date	Shares Held		Price per Share		Value of Securities

Securities	Stock, options, and warrants	Various	Various		Various	$	6	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock and warrants	2021	150,000	$	0.08		12,000	2
Peer to Peer Network (PTOP)	Common stock	2019	210,000,000	$	0.0007		63,000	3
GenBio, Inc.	Private company	2021	25,000	$	1.00		65,000	4
						$	140,006

The 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.

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.

~~The fair~~During ~~value~~2022, ~~of stock-based compensation is determined as of~~ the ~~date~~Company ofpurchased 40,000 shares ~~the grant or the date at which the performance~~ of ~~the~~GenBio, ~~services is~~Inc. ~~completed~~for $40,000 (~~measurement date~~$1/share) ~~and is recognized over the vesting periods.~~

~~When determining fair value, the Company considers the following assumptions in the Black~~F-~~Scholes model:~~22

●Note ~~Exercise~~7 ~~price, ● Expected dividends, ● Expected volatility, ● Risk-free interest rate; and ● Expected life of option~~– DEBT

~~F-19~~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, 2023 and 2022, respectively:

~~Stock Warrants~~Convertible Notes Payable

~~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~~executed ~~the~~several ~~fair~~convertible ~~value~~notes ofwith ~~warrants~~various ~~issued~~lenders ~~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.~~follows

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.

	Convertible Notes Payable
	GS Capital		PowerUp Lending		Sixth Street Lending

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

Basic and Diluted Earnings (Loss) per Share

	GS Capital			PowerUp Lending			Sixth Street Lending			Total

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

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

Proceeds from issuance of notes		-			-			-			-
Conversion of debt to preferred stock		(335,000	)		-			-			(335,000	)
Conversion of debt to common stock		(126,456	)		-			-			(126,456	)
Repayment of notes		-			-			-			-
		214,750			-			-			214,750
Less: unamortized debt discount		-			-			-			-
Balance - December 31, 2023	$	214,750		$	-		$	-		$	214,750

~~Pursuant to ASC 260~~F-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.23

On June 25, 2021, a third-party lender funded the Company $65,000 in a 10% convertible debenture due June 25, 2022. The ~~following~~ ~~potentially~~transaction ~~dilutive~~netted ~~equity~~the ~~securities~~Company ~~outstanding~~$60,000 after asa $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, ~~were~~the asremaining ~~follows:~~$55,000 loan was converted into common shares.

On September 22, 2021, a third-party lender funded the Company $43,750 ~~Schedule of~~in ~~Anti~~a 12% ~~Dilutive~~convertible ~~Equity~~debenture ~~Securities~~due September ~~Outstanding~~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.

	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

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.

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

On 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.

~~Based on~~On ~~the~~January ~~potential common stock equivalents noted above at December 31~~12, 2022, ~~and~~a ~~the~~third-party ~~potential~~lender ~~variability~~funded ~~in stock prices, which directly affect~~ the Company’s ~~ability~~$43,750 in toa 12% ~~determine~~convertible ifdebenture itdue January ~~has~~12, ~~sufficient~~2023. ~~shares~~The totransaction ~~settle~~netted ~~all possible debt or equity conversions,~~ the Company ~~has~~ ~~determined~~$40,000 after ~~that~~$3,750 legal itand ~~does~~due ~~not~~diligence ~~have~~fees. ~~sufficient~~During ~~authorized~~the ~~shares~~year ofended ~~common~~December ~~stock~~31, ~~(20~~2022,~~000,000,000)~~ tothe ~~settle~~loan ~~any~~was ~~potential~~converted ~~exercises of~~into common ~~stock~~shares. ~~equivalents~~.

FOn January 14, 2022, a third-20party 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.

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

~~Parties are~~Convertible ~~considered~~Note toPayable 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.Modification

~~Recently Issued~~On ~~Accounting~~April ~~Pronouncements~~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.

~~Changes to~~The ~~accounting~~modification ~~principles~~of ~~are~~the ~~established~~maturity bydate ~~the~~did ~~FASB~~not inmeet the ~~form~~requirements of ~~ASU’s~~a todebt ~~the~~extinguishment ~~FASB’s~~under ~~Codification.~~ASC We470-50 ~~consider~~- ~~the~~Debt ~~applicability~~ Modifications and ~~impact~~Exchanges. ofThe ~~all~~Company ~~ASU’s~~determined onthat ~~our~~the ~~consolidated~~exchange ~~financial~~should ~~position,~~be ~~results~~treated ofas ~~operations,~~a ~~stockholders’~~debt ~~deficit,~~modification ~~cash flows, or presentation thereof~~prospectively. ~~Management~~The ~~has~~Company ~~evaluated~~accounted ~~all~~for ~~recent~~this ~~accounting~~transaction ~~pronouncements~~ as ~~issued~~a bydebt ~~the~~modification ~~FASB~~and indid ~~the~~not ~~form~~incur ofany ~~Accounting Standards~~gain ~~Updates~~or ~~(“ASU”)~~loss ~~through~~relating ~~the date these financial statements were available~~ to bethe ~~issued~~modification. ~~and~~The ~~found~~debt nomodification ~~recent~~did ~~accounting pronouncements issued, but~~ not ~~yet~~meet ~~effective~~the ~~accounting~~greater ~~pronouncements,~~than ~~when~~ten ~~adopted,~~percent ~~will~~test ~~have~~and awas ~~material~~deemed ~~impact~~not ~~on the consolidated financial statements of the Company~~substantial.

~~In August~~On ~~2020~~May 30, ~~FASB~~2023, ~~issued~~the ~~ASU~~Company ~~2020-06,~~exchanged ~~Accounting~~two ~~for~~convertible ~~Convertible~~notes ~~Instruments~~held ~~and~~by ~~Contracts~~third-party inlender anGS ~~Entity;~~Capital ~~Own~~Partners, ~~Equity~~LLC ~~(“ASU~~in ~~2020-06”), as~~the ~~part~~amounts of ~~its~~$220,000 ~~overall~~dated ~~simplification~~January ~~initiative~~14, to2022, ~~reduce~~with ~~costs~~a ~~and~~current ~~complexity~~balance of ~~applying~~$260,842 ~~accounting~~and ~~standards~~a ~~while~~$115,000 ~~maintaining~~dated ~~or improving~~April ~~the~~5, ~~usefulness~~2022, ofwith ~~the~~a ~~information~~current ~~provided~~balance ~~to users~~ of ~~financial~~$130,312, ~~statements.~~totaling ~~Among other changes~~$391,154 ~~the new guidance removes from GAAP separation models~~ for ~~convertible~~15,646,159 ~~debt~~shares ~~that~~of ~~require~~Series ~~the~~A ~~convertible~~Preferred ~~debt~~stock toat ~~be separated into~~ a ~~debt~~price ~~and~~per ~~equity~~share ~~component, unless~~equal ~~the conversion feature is required~~ to be$0.025 ~~bifurcated~~per ~~and~~share. ~~accounted~~On ~~for~~an as aconverted ~~derivative~~basis, or the ~~debt~~Series isA ~~issued~~Preferred atshares acan ~~substantial~~convert ~~premium. As~~into ~~a result~~782, ~~after adopting the guidance~~307,950 ~~entities~~common ~~will~~shares. noAs ~~longer~~consideration ~~separately present such embedded conversion features in equity and will instead account~~ for the ~~convertible~~exchange, ~~debt~~we ~~wholly~~reduced ~~as debt. The new guidance also requires use of~~ the ~~“if-converted”~~strike ~~method when~~price ~~calculating~~on ~~the~~a ~~dilutive~~total ~~impact~~ of ~~convertible debt on earnings per share~~557,424,483 ~~which~~common isstock ~~consistent~~purchase ~~with~~warrants ~~the~~held ~~Company’s~~by ~~current accounting treatment under~~ the ~~current~~lender ~~guidance~~to $0.0005 ~~The~~and ~~guidance~~extended istheir ~~effective~~expiration ~~for~~dates ~~financial~~to ~~statements~~May ~~issued for fiscal years beginning after December 15~~26, ~~2021,~~2026. ~~and~~This ~~interim~~resulted ~~periods~~in ~~within~~a ~~those~~gain ~~fiscal~~on ~~years,~~debt ~~with~~extinguishment ~~early adoption permitted, but only at the beginning~~ of ~~the fiscal year~~$156,462.

~~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.~~F-24

~~In May~~During ~~2021,~~ the ~~Financial~~year ~~Accounting~~ended ~~Standards Board (the “FASB”) issued Accounting Standards Update (“ASU”) 2021-04~~December, ~~Earnings Per Share (Topic 260)~~2023, ~~Debt—Modifications and Extinguishments (Subtopic 470~~third-~~50),~~party ~~Compensation—Stock Compensation~~lender ~~(Topic~~GS ~~718),~~Capital ~~and~~converted ~~Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Issuer’s Accounting for Certain Modifications or Exchanges~~ $354,228 of ~~Freestanding~~principal, ~~Equity-Classified~~interest ~~Written Call Options. This new standard provides clarification~~ and ~~reduces~~penalties 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 15into 1, ~~2021~~382,539,332 shares ~~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~~common ~~new standard~~stock. ~~Early~~This ~~adoption~~resulted ~~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~~loss ~~effect~~ on ~~the~~debt ~~Company’s~~extinguishment ~~consolidated~~of ~~financial statements~~$409,805.

FDuring the year ended December 31, 2022, third-21party 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 $255,850.

~~In October~~Repayment ~~2021,~~of ~~the~~Convertible ~~FASB~~Debt ~~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.Default

~~Note 3~~On –July ~~LIQUIDITY~~25, ~~GOING~~2022, ~~CONCERN~~we ~~AND~~retired ~~MANAGEMENT’S~~$122,500 in ~~PLANS~~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.

~~These consolidated~~Convertible ~~financial~~Note ~~statements~~Payable ~~have~~– ~~been~~Related ~~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.~~Party

~~As reflected~~In inMarch 2022, the ~~accompanying~~Chief ~~consolidated~~Executive ~~financial~~Officer ~~statements,~~of ~~for~~SST ~~the~~advanced ~~year~~funds ~~ended~~to ~~December 31, 2022,~~ the Company ~~had~~as follows:

●	Net loss of $3,681,490; and
	Convertible Debt
●	Net cash used in operations was $1,249,499
	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	$	-
Principal due from issuance of note		195,000
Repayments		(195,000	)
Balance – December 31, 2022	$	-

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

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)

●During ~~Accumulated~~the ~~deficit~~year ofended ~~$24~~December 31,~~098~~ 2022,~~281~~ ●$50,000 of ~~Stockholders’~~this ~~deficit~~loan ofwas $2repaid. On or around December 19,~~570~~ 2022,~~643;~~ ~~and~~the ●remaining ~~Working~~$145,000 was ~~capital~~exchanged ~~deficit~~as part of ~~$3,425,835~~the SST Founder Employment Status and Compensation Change Agreement.

~~We manage~~Loans ~~liquidity~~Payable ~~risk~~– byRelated 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.Parties

~~The Company~~In ~~has~~2022, ~~incurred~~the ~~significant~~Company, ~~losses~~in ~~since~~connection ~~its~~with ~~inception and has not demonstrated an ability to generate sufficient revenues from~~ the ~~sales~~acquisition of ~~its products and services to achieve profitable operations. There can be no assurance that profitable operations will ever be achieved~~SST, orassumed ~~if achieved, could be sustained on~~ a ~~continuing~~loan ~~basis.~~due Into ~~making~~SST’s ~~this~~Chief ~~assessment~~Executive weOfficer ~~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~~$321, ~~2023, and our current capital structure including equity-based instruments and our obligations and debts~~705.

~~If the~~In ~~Company~~2021 ~~does~~and ~~not obtain additional capital~~prior, the Company’s ~~will~~current beChief ~~required~~Executive toOfficer ~~reduce the scope of its business development activities or cease operations. The Company continues to explore obtaining additional capital financing~~ and ~~the~~former ~~Company~~Chief isExecutive ~~closely~~Officer ~~monitoring~~made ~~its cash~~advances ~~balances,~~for ~~cash~~business ~~needs,~~operating ~~and expense levels~~expenses.

~~These factors create substantial doubt about the Company’s ability to continue as a going concern within the twelve~~F-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.25

F-2225

~~Management’s strategic~~Loans ~~plans~~payable ~~include~~- ~~the~~related ~~following~~parties is as follows:

● 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.

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

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

Balance - December 31, 2021		-			5,168			17,546			22,714

Debt acquired in SST acquisition		321,705			-			-			321,705
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
	,
Advance		58,588			-			3,440			62,028
Repayments		(226,625	)		-			(12,900	)		(239,525	)
Conversions		-			-			(10,000	)		(10,000	)
Balance – December 31, 2023	$	116,443		$	5,168		$	420		$	122,031

Note 4 – LOAN RECEIVABLE, RELATED PARTY

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.

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.F-26

~~Effective September~~Loan 1,Payable ~~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.Other

The ~~following~~ isCompany ahas ~~summary~~various ofmerchant ~~the~~cash ~~Company’s~~ advances –(“MCAs”). ~~related~~The ~~party~~following issummarizes asthe ~~follows~~borrowings:

Summary of Loans Receivables Advances Related Party

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

Balance, December 31, 2022	$ 243,692	$ -	$ -	$ -	$ -	$ -	$ 243,692
Borrowings	48,038	140,000	228,800	149,990	179,191	435,594	1,181,613
Repayments	(121,787)	(63,864)	(54,480)	(20,991)	(36,452)	(407,335)	(704,909)
Balance, December 31, 2023	$ 169,943	$ 76,136	$ 174,320	$ 128,999	$ 142,739	$ 28,259	$ 720,396

	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

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

~~Note 5~~Accounts –Receivable ~~PROPERTY~~Credit ~~AND EQUIPMENT~~Facility

~~Property and~~The ~~equipment~~Company, ~~consisted~~in ofconnection with the ~~following:~~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 ~~Schedule~~ (subject to adjustment by the lender). The financing provides for advances up to $1,000,000, based upon 85% of ~~Property~~eligible accounts receivable (as defined in the agreement) and ~~Equipment~~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.

	December 31,		December 31,		Estimated Useful
	2022		2021		Lives (Years)
Leasehold Improvements	$	178,278	$	-	40
Vehicles		53,777		-	5 – 10
Furniture		19,595		-	10
Equipment		9,408		-	5
Computer		-		-	5
Property and Equipment gross		261,058		-
Accumulated depreciation		180,214		-
Total property and equipment - net	$	80,844	$	-

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%.

~~F-23~~The lender charges the following fees:

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

	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

~~These amounts~~The ~~are~~Company ~~included~~is assubject ato ~~component~~financial ofcovenants ~~general~~(unless ~~and~~waived ~~administrative~~by ~~expenses~~lender) inas ~~the accompanying consolidated statements of operations.~~follows:

~~In connection~~1. ~~with~~Debt ~~the~~service ~~acquisition~~coverage ratio of ~~SST~~1.25 onto ~~February 28~~1, ~~2022,~~2. ~~the~~Fixed ~~Company~~charge ~~acquired~~coverage ~~property~~ratio ~~and~~of ~~equipment~~1.25 ~~with~~to1; aand ~~net~~3. ~~carrying~~Tangible ~~amount~~net worth of $82350,~~553.~~000

~~See~~At December 31, 2023 and 2022, the ~~Note~~Company 9was in default on the financial covenants noted above, however, the lender has since year-end exercised its rights of default. The Company and the lender continue to operate under the terms of the agreement subject to Court supervision and receivership implemented April 1, 2024.

~~Note 6~~The –Company ~~INVESTMENTS~~and its subsidiaries are guarantors of this Agreement.

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.F-27

~~During the~~Accounts ~~year~~receivable ~~ended~~credit ~~December~~facility ~~31,~~is ~~2019,~~as 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.follows:

During the year ended December 31, 2019, the Company received 1,000,000 shares of KANAB CORP. for consulting services provided by the Company’s CEO, Vikram Grover. The shares were valued at $0.0122 per share or $12,220 at the acquisition date. On July 31, 2021, the Company transferred the shares to Himalaya Technologies Inc (HMLA) for 150,000 shares of the preferred B stock in HMLA. The Company valued the investment of HMLA and the carrying value of KANAB CORP at the time the shares were exchanged. 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.

	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
Proceed from drawdowns		2,235,533
Repayments		(2,465,162	)
Balance – December 31, 2023	$	1,046,838

~~On October~~Note 4,8 ~~2021,~~– DERIVATIVE 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.LIABILITIES

~~In 2021,~~Certain of the ~~Company’s~~above ~~Chief~~convertible ~~Executive~~notes ~~Officer~~contained ~~assigned~~an ~~his~~embedded ~~investment~~conversion ~~brokerage~~option ~~account~~ with ~~Interactive~~a ~~Brokers~~conversion price that could result in issuing an undeterminable amount of future common stock to settle the ~~Company~~host contract. ~~The~~ ~~investments~~Accordingly, inthe embedded conversion option is required to be bifurcated from the ~~account~~host ~~are~~instrument ~~marketable~~(convertible ~~equity~~note) ~~securities~~and treated as a liability, which is calculated at fair value, and marked to market at each reporting period.

~~F-24~~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 ~~following~~ isCompany aused ~~summary~~the ofbinomial pricing model to estimate the ~~Company’s~~fair ~~investments~~value atof ~~December~~its ~~31,~~embedded ~~2022~~conversion option and ~~2021~~warrant liabilities on both the commitment date and the remeasurement date with the following inputs:

SCHEDULE OF INVESTMENTS

	Year Ended			Year Ended
	December 31, 2023			December 31, 2022

Exercise price	$	0.01		$	0.01 - $1.0
Expected volatility		377	%		196% - 377	%
Risk-free interest rate		4.64% - 5.65	%		0.73% - 2.99	%
Expected term (in years)		1 - 3.00			3.00 - 5.00
Expected dividend rate		0	%		0	%

December 31, 2022
Securities Held		Acquisition Date	Shares Held		Price per Share		Value of Securities
Securities	Stock, options and warrants	Various		Various		Various	$	6	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock and warrants	2021		150,000	$	0.08		12,000	2
Mobicard, Inc. (PTOP)	Common stock	2019		210,000,000	$	0.0003		63,000	3
GenBio, Inc.	Private company	2021 and 2022		50,000	$	1.00		65,000	4
							$	140,006

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, 2023 and 2022:

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.

F-28

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

	Convertible Debt			Warrants			Total
Derivative liabilities - December 31, 2021	$	330,294		$	775,243		$	1,105,537
Fair value - commitment date		300,137			61,600			361,737
Fair value - mark to market adjustment		404,695			(238,813	)		165,882
Gain on debt extinguishment (derivative liabilities - convertible debt)		(226,391	)		-			(226,391	)
Reclassification to APIC for financial instruments that ceased to be derivative liabilities		-			(425,000	)		(425,000	)
Derivative liabilities - December 31, 2022		808,736			173,030			981,766
Fair value - commitment date		-			-			-
Fair value - mark to market adjustment		203,643			(126,396	)		77,247
Gain on debt extinguishment (derivative liabilities - convertible debt)		(660,849	)		-			(660,849	)
Derivative liabilities - December 31, 2023	$	351,530		$	46,634		$	398,164

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

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

December 31, 2021
Securities Held		Acquisition Date	Shares Held		Price per Share		Value of Securities
Securities	Stock, options, and warrants	Various		Various		Various	$	581,243	1
Himalaya Technologies, Inc. (HMLA)	Series B, preferred stock and warrants	2021		150,000	$	0.08		12,220	2
Mobicard, Inc. (PTOP)	Common stock	2019		210,000,000	$	0.0007		147,000	3
GenBio, Inc.	Private company	2021		25,000	$	1.00		25,000	4
							$	765,463

Note 9 – ACQUISITIONS

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.

Acquisition for the Year Ended December 31, 2022

FOn February 28, 2022, the Company issued 10,000 shares (post-25split) of Class B, convertible preferred stock (convertible into 10,000,000 post-split 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.

~~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.)~~F-29

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

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.

~~Note 7~~We –made ~~DEBT~~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 ~~following~~ ~~represents~~acquisition aof ~~summary~~SST ofwas ~~the~~reflected ~~Company’s~~in ~~convertible~~the ~~notes~~accompanying ~~payable,~~consolidated ~~convertible~~financial ~~note~~statements ~~payable~~at –March ~~related~~31, ~~party~~2022, ~~accounts receivable~~the ~~credit~~results ~~facility,~~of operations and ~~loans~~cash ~~payable~~flows –are ~~related~~included ~~parties,~~in ~~key~~the ~~terms,~~consolidated ~~and~~financial ~~outstanding~~statements ~~balances~~as atof ~~December~~and ~~31,~~from ~~2022~~the ~~and~~acquisition ~~2021, respectively:~~date.

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

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

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

~~SCHEDULE OF~~In ~~CONVERTIBLE~~connection ~~NOTES~~with ~~PAYABLE~~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.

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

F-30

FThe 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-26converted basis to common stock. The agreement was amended in December 2022, and all of the shares returned to the Company.

	GS Capital			PowerUp Lending			Sixth Street Lending			Various			Total
Balance - December 31, 2020	$	-		$	-		$	-		$	226,186		$	226,186
Balance	$	-		$	-		$	-		$	226,186		$	226,186
Debt converted to common stock		-			-			-			(483,436	)		(483,436	)
Proceeds from issuance of notes		380,000			43,750			78,750			372,250			874,750
Prepayment of convertible note in cash		-			-			-			(115,000	)		(115,000	)
Balance	$	380,000		$	43,750		$	78,750		$	-		$	502,500
Less: unamortized debt discount		(318,455	)		(31,524	)		(63,216	)		-			(413,195	)
Balance – December 31, 2021	$	61,545		$	12,226		$	15,534		$	-		$	89,305
Balance	$	61,545		$	12,226		$	15,534		$	-		$	89,305
Balance - December 31, 2021	$	380,000		$	43,750		$	78,750		$	-		$	502,500
Balance	$	380,000		$	43,750		$	78,750		$	-		$	502,500
Proceeds from issuance of notes		335,000			-			43,750			-			378,750
Conversion of accrued interest to note		16,206												16,206
Repayment of notes		-			-			(122,500	)		-			(122,500	)
Conversion of debt to common stock		(55,000	)		(43,750	)		-			-			(98,750	)
Balance		676,206			-			-			-			676,206
Less: unamortized debt discount		(31,200	)		-			-			-			(31,200	)
Balance - December 31, 2022	$	645,006		$	-		$	-		$	-		$	645,006
Balance	$	645,006		$	-		$	-		$	-		$	645,006

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

~~On January~~Goodwill ~~20,~~is ~~2021,~~not adeductible ~~third-party~~for ~~lender~~tax ~~funded the Company $205,000 in a 10% convertible debenture due January 20, 2022~~purposes. ~~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,or ~~2021,~~around aDecember ~~third-party~~19, ~~lender funded the Company $103~~2022,~~500~~ inFOMO ~~a 12% convertible debenture due April 8~~WORLDWIDE, ~~2022~~INC. ~~The~~entered ~~transaction~~into ~~netted the~~a Employment ~~Company~~Status ~~$100,000 after $3,500 legal~~ and ~~due~~Compensation ~~diligence~~Change ~~fees.~~Agreement which ~~During~~consisted ~~the~~of ~~year ended December 31, 2021,~~ the ~~loan~~following ~~was converted into common shares.~~elements:

~~On May~~Element ~~10,~~1: ~~2021,~~Total aDollar ~~third-party lender funded the Company~~ Value: $5345,750 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.480

~~On June~~1. ~~25,~~In ~~2021~~March of 2022, Mitchell Schwartz issued a ~~third-party~~cash ~~lender~~loan ~~funded~~to FOMO WORLDWIDE in the ~~Company~~amount of $65185,000 inwith a Success Fee of $10%,000 ~~convertible~~for ~~debenture~~a ~~due~~total ~~June~~repayment 25of $195,000; ~~2022~~non-amortized. ~~The~~2. ~~transaction~~Mr. ~~netted the~~Schwartz ~~Company~~received a single payment of $6050,000 ~~after~~from aSST for partial repayment of this loan. 3. In exchange for the remainder of Insider Loan, ($2145,000) ~~original~~Mr. ~~issue~~Schwartz ~~discount~~agreed ~~and~~to take assignment of a $3100,000 inReal ~~legal~~Estate ~~fees~~Loan, made by SST to an affiliate. ~~During~~This note included the ~~year~~repayment ~~ended~~to ~~December~~Mr. ~~31,~~Schwartz ~~2021~~of the $10,000 Success Fee and monthly interest of ~~this~~$1,250 ~~loan~~which ~~was~~matured ~~converted~~Feb. ~~into~~28, ~~common~~2022. ~~shares~~Total value of this note now issued to Mr. ~~During~~Schwartz ~~the~~and ~~year~~no ~~ended~~longer ~~December~~associated ~~31,~~with ~~2022~~FOMO was $118,750 ~~the~~4. The remaining balance of the Insider Loan, equal to $5526,250 ($145,000 ~~loan~~- ~~was~~$118,750) ~~converted~~5. ~~into common~~This ~~shares~~agreement retained Mr. Schwartz residual salary through Feb. 2023, equal to $19,230

~~On September~~Element ~~22,~~2: ~~2021,~~Total aDollar ~~third-party lender funded the Company~~ Value: $43139,~~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~~1. ~~26,~~At ~~2021,~~point aof ~~third-party~~purchase ~~lender~~of ~~funded~~SMARTSolution ~~the~~Technologies, ~~Company $78~~L.P./Inc.,~~750~~ inFOMO WORLDWIDE agreed to a 121.5% ~~convertible~~override ~~debenture~~of ~~due~~gross ~~October~~revenues 26for the prior year, ~~2022~~ending December 2021. ~~The~~This, ~~transaction netted~~plus the ~~Company~~extension ~~$75~~of the closing date causing an add-on of the agreement,~~000~~ ~~after~~was equivalent to $3139,~~750~~000 ~~legal~~ and ~~due~~was ~~diligence~~included ~~fees.~~in ~~During~~ the ~~year~~purchase ~~ended~~agreement, ~~December~~of ~~31,~~which ~~2022~~$75,328 was the ~~loan~~estimated ~~was~~value ~~repaid~~of the earn-out.

~~On October~~Element ~~10,~~3: ~~2021,~~Total aDollar ~~third-party lender funded the Company~~ Value: $~~325~~100,000 ~~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.~~

F1. At point of purchase of SMARTSolution Technologies, L.P./Inc., FOMO WORLDWIDE issued One-27Million 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.

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. .Summary:

~~On January~~1. ~~14,~~All ~~2022,~~items aassociated ~~third-party~~with ~~lender~~this ~~funded~~agreement ~~the~~were ~~Company~~equal ~~$220,000~~ in avalue ~~12%~~to ~~convertible debenture due January 14, 2023. The transaction netted the Company~~ $~~200~~284,~~000~~480 ~~after~~and ~~$10,000~~are ~~legal~~to ~~and~~be ~~due~~paid ~~diligence~~to ~~fees~~Mr. ~~and~~Schwartz aas ~~$10,000~~monthly ~~original~~payroll ~~issue~~outlay ~~discount.~~over At36 ~~December 31~~months, ~~2022,~~beginning ~~the loan~~in ~~was~~March ~~outstanding~~of 2023.

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

~~Convertible~~ Note ~~Payable~~10 – IMPAIRMENT ~~Modification~~OF GOODILL AND INTANGIBLE ASSETS

~~On April~~In ~~19,~~the ~~2022~~4th Quarter of 2023, the Company ~~modified~~assessed ~~the~~its’ ~~terms~~Goodwill ofand aIntangible ~~loan~~assets itfor ~~had~~impairment. The ~~with~~intangible GSassets ~~Capital~~are ~~for~~the ~~$325,000.~~Tradename ~~The~~and ~~note~~Supplier ~~retained~~relationship ~~all~~related ~~terms~~to ofit’s ~~the~~acquisition ~~initial debt~~of ~~agreement~~SST, ~~however,~~with the ~~maturity~~Goodwill ~~date~~derived ~~was extended~~ from ~~April~~the ~~19,~~SST ~~2022 to October 19, 2022~~acquisition. The ~~note,~~Company ~~along~~determined ~~with~~the ~~accrued~~Goodwill ~~interest of~~and ~~$16,206,~~Intangible ~~resulted~~assets inare ~~the~~fully ~~issuance~~impaired ofat aDecember ~~new~~31, ~~convertible~~2023. The ~~note~~factors ~~for~~include ~~$341,206.~~the following:

~~The modification~~● ofDuring ~~the~~2023, ~~maturity~~our ~~date~~primary ~~did~~vendor ~~not~~SMART ~~meet~~Technologies ~~the~~notified ~~requirements~~us ofthat athey ~~debt~~reduced ~~extinguishment~~our ~~under~~credit ~~ASC~~line ~~470-50~~for -equipment ~~Debt~~orders ~~Modifications~~to ~~and~~$350,000 ~~Exchanges. The~~from ~~Company~~$1 ~~determined~~million ~~that the exchange should be treated~~ as apart ~~debt~~of ~~modification~~their ~~prospectively.~~channel ~~The~~management ~~Company~~program ~~accounted~~and ~~for~~migration ~~this~~towards ~~transaction as~~ a ~~debt~~distribution ~~modification~~model ~~and~~for ~~did not incur any gain or loss relating to~~ the ~~modification~~market. ~~The debt modification did not meet the greater than ten percent test and was deemed not substantial.~~

~~During~~ ● Subsequently, the ~~year~~Company ~~ended~~created ~~December~~a ~~31,~~new ~~2022,~~wholly ~~third-party~~owned ~~lenders~~subsidiary ~~converted~~“Diamond ~~$104,368~~Technology Solutions LLC” (“DTS”). The Company transferred all of ~~principal,~~the ~~interest~~assets ~~and~~of ~~penalties~~SST ~~into~~to ~~301~~DTS. All customer orders requiring equipment not supplied by SST’s primary vendor,~~448~~ SMART Technologies,~~152~~ ~~shares of~~will ~~common~~be ~~stock~~fulfilled by DTS going forward. ~~This~~DTS ~~resulted~~has insigned adealer ~~loss~~agreements onwith ~~debt~~Clear ~~extinguishment~~Touch, ofGalaxy ~~$205~~Next Generation,~~691~~ ActiveFloor, and other providers.

● During ~~the~~ ~~year ended December 31~~2023, ~~2021,~~revenues ~~third-party~~declined ~~lenders~~67% ~~converted~~from $27,~~822~~515,~~118~~541 ofto ~~principal~~$2, ~~interest and penalties into 1~~498,~~396,567,128 shares of common stock~~566. ~~This resulted in a loss of $475,199.~~

~~Repayment~~ As a result of ~~Convertible~~the ~~Debt~~above, inthe ~~Default~~following impairment loss was recorded:

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.

Goodwill		$ 350,110
Trade Name		353,936
Supplier Relationship		95,290
		$ 799,336

~~Convertible~~ Note ~~Payable~~11 – COMMITMENTS ~~Related~~AND ~~Party~~CONTINGENCIES

~~In March 2022, the Chief Executive Officer~~ Right-of-Use ~~SST~~Operating ~~advanced funds to the Company as follows:~~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 ~~SCHEDULE~~per month. There are no stated renewal terms. There OFwere ~~CONVERTIBLE~~no ~~NOTE~~other ~~PAYABLE~~ROU ~~RELATED~~leases ~~PARTY~~in effect prior to the acquisition of SST. The lease went into default in 2023 but the landlord has been amicable to our payments of reduced rent and is not enforcing his rights of termination.

	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	$	-

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

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)

During the year ended December 31, 2023, we terminated the lease in writing and gave notice to vacate. As such, the right of use asset and lease liability were derecognized.

~~F-28~~Litigation

~~During~~On July 10, 2023, FOMO, its subsidiary SMARTSolution ~~the~~Technologies, ~~year~~Inc. ~~ended~~and ~~December~~its 31predecessor SMARTSolution Technologies LP (together “SST”), ~~2022~~our CEO Vikram Grover, and our former SVP Finance Mary Kirk were served with a business lawsuit by a former salaried employee seeking $50600,000+ (later modified to $480,000) in commissions plus liquidated damages of 25%, ~~this~~legal ~~loan~~fees, ~~was~~penalties ~~repaid~~and interest. OnWe orspent ~~around~~over ~~December~~one ~~19,~~year ~~2022~~enhancing the Company’s financial systems and data in order to track job costs which are paramount to calculating commissions as per this individual’s contract. Upon completion of the SST audit and our own consolidated audit filed earlier this year, we calculated a commission amount due to this former employee that is significantly less than the ~~remaining~~alleged ~~$145~~unspecified number,~~000~~ ~~was~~which ~~exchanged~~we believe has no asbasis ~~part~~under the terms of the former employee’s contract with SST. ~~Founder~~We ~~Employment~~are retaining ~~Status~~counsel and ~~Compensation~~intend ~~Change~~to ~~Agreement~~defend the matter vigorously.

~~Loans~~On January 4, 2024, Thermo Communications Funding, LLC ~~Payable~~(“Thermo”) –defaulted ~~Related~~us ~~Parties~~and our subsidiary SMARTSolution Technologies, Inc. (“SST”), terminated its senior secured asset backed lending agreement executed with us on February 28, 2022, and demanded repayment of $1,044,164.93 plus future interest. In its termination letter, Thermo claimed conversion of accounts receivable by SST that instead should have been remitted to its lockbox bank account directly by customers or forwarded by us to their offices. Since our last draw from the Thermo credit line on March 10, 2023, we have worked to protect our shareholders and creditors by obtaining lifeline funding and collecting past due accounts receivables to fund operations. Thermo has indicated to us that they intend to foreclose on the SST business and plan to negotiate a supply agreement with our primary vendor to continue providing equipment to SST’s customers. On April 1, 2024, Thermo obtained a court order appointing a receiver of the Company, all subsidiary companies, as well as our Chief Executive Officer Vikram Grover. The receivership is being negotiated and under Court review at this time to allow our public company and DTS subsidiary to exit, though there can be no assurances.

~~In 2022, the Company, in connection with the acquisition of SST, assumed a loan due to SST’s Chief Executive Officer for $321,705.~~F-32

~~In 2021~~Note ~~and prior, the Company~~12– STOCKHOLDERS’s ~~current Chief Executive Officer and former Chief Executive Officer made advances for business operating expenses.~~DEFICIT

~~Loans payable~~At -December ~~related~~31, ~~parties~~2023 isand as2022, ~~follows~~the Company had various classes of stock:

~~SCHEDULE OF~~Class ~~LOANS~~A, ~~PAYABLE~~Convertible -Preferred ~~RELATED PARTIES~~Stock

		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

	-	78,000,000 shares authorized
	-	24,929,492 and 5,750,000 shares designated, issued and outstanding at December 31, 2023 and 2022, respectively
	-	Stated value – none
	-	,,Voting – on an as-converted basis – 50 votes for each share held (1,246,474,600 and 287,500,000 votes, at December 31, 2023 and 2022, respectively),,
	-	Dividends – $0.0035 per share per annum accrued whether or not declared by the Board of Directors
	-	Liquidation preference – none
	-	Rights of redemption – none

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.

Class B, Convertible Preferred Stock

F-29 20,000,000 shares authorized - 6,242,816 and 5,289,982 shares designated, issued and outstanding at December 31, 2023 and 2022, respectively - Stated value – none - Par value - $0.0001 - Conversion – each share of Class B converts into 1,000 shares of common stock (6,242,816,000 and 5,289,982,000 equivalent shares of common stock, at December 31, 2023 and 2022, respectively) - Voting – on an as-converted basis – 1,000 votes for each share held (6,242,816,000 and 5,289,982,000 votes, at December 31, 2023 and 2022, respectively) - Dividends – 1% per annum accrued whether or not declared by the Board of Directors - Liquidation preference – none - Rights of redemption – none

~~Loan Payable – Other~~F-33

~~In 2022,~~Class ~~the Company executed two loans with a third-party lender for $443~~C,~~060,~~ ~~including~~Convertible ~~interest~~Preferred ~~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.~~Stock

~~SCHEDULE OF~~- ~~LOAN~~2,000,000 ~~PAYABLE~~shares ~~OTHER~~ authorized - 1,000,000 and 1,000,000 shares designated, issued and outstanding at December 31, 2023 and 2022, 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, 2023 and 2022, 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, 2023 and 2022, respectively) - Dividends – 1% per annum accrued whether or not declared by the Board of Directors - Liquidation preference – none - Rights of redemption – none

	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

Common Stock

~~Accounts Receivable~~- ~~Credit~~Unlimited ~~Facility~~shares authorized - No par value - Voting at 1 vote per share

~~The Company,~~Equity inTransactions ~~connection~~for ~~with~~ the ~~acquisition~~Year ofEnded ~~SST~~December 31, ~~entered into an accounts receivable credit facility.~~2023

~~On February~~Stock ~~28,~~Issued 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.~~Services

~~The Facility~~During isthe ~~paid~~year ~~from~~ended December ~~collections~~31, of2023, ~~accounts~~the ~~receivable~~Company ~~and~~issued 385,000 Series isB ~~secured by all assets of SST. The AR Facility has an interest rate of~~Preferred ~~the~~shares ~~lesser~~for ofservices, ~~(a)~~valued ~~maximum~~at ~~rate allowed by law and (b) prime plus 5~~$128,500.~~25%. The minimum rate of interest is 11.50%.~~

~~The~~During the year ended ~~lender~~December ~~charges~~31, 2023, the ~~following~~Company ~~fees:~~issued 2,000,000 (post-split) warrants to its CEO, Vikram Grover, for services, valued at $32,309.

	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

Stock Issued from Conversion of Accrued Compensation

~~The~~During the year ended December 31, 2023, the Company isissued 3,470,833 ~~subject~~(post-split) common shares for $51,500 of accrued compensation owed to ~~financial~~its ~~covenants~~CEO Vikram Grover and 500,000 (~~unless~~post-split) ~~waived~~common shares, valued at $50,000, for $10,000 of monies loaned to the Company by ~~lender)~~its asCEO ~~follows:~~Vikram Grover.

1.During ~~Debt~~the ~~service~~year ~~coverage~~ended December ~~ratio~~31, of2023, ~~1.25~~the toCompany 1issued 3,533,333 Series 2.A ~~Fixed~~Preferred shares ~~charge~~for ~~coverage ratio~~ $11,000 of ~~1.25~~accrued ~~to1;~~compensation ~~and~~owed 3.to ~~Tangible~~its ~~net~~CEO ~~worth~~Vikram ofGrover, valued at $~~350~~68,~~000~~167.

AtDuring the year ended December 31, ~~2022~~2023, the Company ~~is in default on the financial covenants noted above~~issued 567,834 Series ~~however,~~B ~~the~~Preferred shares ~~lender~~for ~~has not exercised its rights~~ $39,450 of ~~default.~~accrued ~~The~~compensation ~~Company~~owed ~~and the lender continue~~ to ~~operate~~its ~~under~~CEO ~~the~~Vikram ~~terms~~Grover, valued ofat ~~the agreement without disruption~~$178,300.

~~The Company~~Stock ~~and~~Issued ~~its~~from ~~subsidiaries~~Conversion ~~are~~of ~~guarantors~~Convertible ofDebt ~~this~~and ~~Agreement.~~Loss on Debt Extinguishment

FDuring the year ended December 31, 2023, the Company issued 13,825,393 (post-30split) shares of common stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $141,086, having a fair value of $354,228, based upon the quoted closing trading price on the date of conversion/extinguishment.

~~Accounts~~During the year ended ~~receivable~~December ~~credit~~31, ~~facility~~2023, isthe asCompany ~~follows:~~issued 15,646,159 shares of Series A Preferred stock in connection with the conversion of convertible debt (which had embedded derivative liabilities) and accrued interest totaling $335,000, having a fair value of $234,692, based upon the quoted closing trading price on the date of conversion/extinguishment.

~~SCHEDULE OF ACCOUNTS RECEIVABLE CREDIT FACILITY~~ F-34

	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

Equity Transactions for the Year Ended December 31, 2022

~~Note 8~~Stock –Issued ~~DERIVATIVE~~for ~~LIABILITIES~~Cashless Exercise of Warrants

~~Certain of~~The ~~the~~Company ~~above convertible notes contained an embedded conversion option with a conversion price that could result in issuing an undeterminable~~issued 6,458,333 ~~amount~~(post-split) shares of ~~future~~ common stock toin ~~settle~~exchange ~~the~~for ~~host contract. Accordingly,~~ the ~~embedded~~cashless ~~conversion option is required to be bifurcated from~~exercise ~~the host instrument (convertible note) and treated as a liability~~of 750, ~~which is calculated at fair value~~000,000 warrants. ~~and~~The ~~marked~~net toeffect ~~market~~on atstockholders’ ~~each~~equity ~~reporting~~was ~~period~~$0.

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

The Company ~~used~~issued 650,000 shares ~~the~~of ~~binomial~~Class ~~pricing~~B, ~~model~~preferred tostock ~~estimate~~for ~~the~~services rendered, having a fair value of ~~its~~$535,000 ($0. ~~embedded~~8 - ~~conversion~~$0. ~~option~~9/share), ~~and~~based ~~warrant~~upon ~~liabilities~~the onquoted ~~both~~closing trading price of the Company’s ~~commitment~~common ~~date~~stock, ~~and~~on ~~the~~an ~~remeasurement~~as-converted ~~date~~basis ~~with~~of 1,000 ~~the~~shares ~~following~~of ~~inputs:~~common stock for each share of Class B, preferred stock.

~~SCHEDULE OF~~Acquisition ~~DERIVATIVE~~of ~~LIABILITIES AT FAIR VALUE~~SST

	Year Ended			Year Ended
	December 31, 2022			December 31, 2021
Exercise price	$	0.0001 - $0.01		$	0.0001 - $0.01
Expected volatility		196% - 377	%		384	%
Risk-free interest rate		0.73% - 2.99	%		0.10	%
Expected term (in years)		0.30 - 3.00			3.00 - 5.00
Expected dividend rate		0	%		0	%

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. 7/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.

FOn or around December 19, 2022, FOMO Worldwide entered into a Employment Status and Compensation Change Agreement. As part of this agreement, the 10,000 (post-31split) shares of Series B preferred stock were returned to the Company.

~~A reconciliation~~Stock ofIssued ~~the~~from ~~beginning~~Conversion ~~and~~of Convertible ~~ending~~Debt ~~balances~~and ~~for~~Loss ~~the derivative liability measured at fair value~~ on aDebt ~~recurring basis using significant unobservable inputs (Level 3) is as follows at December 31, 2022 and 2021:~~Extinguishment

The Company issued ~~SCHEDULE~~3,014,482 OF(post-split) shares ~~DERIVATIVE~~of ~~LIABILITIES~~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.

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

Conversion of Class B Preferred Stock to Common Stock

~~Changes~~The inCompany ~~fair~~issued 3,600,000 (post-split) ~~value~~shares of ~~derivative~~common ~~liabilities~~stock ~~(mark~~in connection towith ~~market~~the ~~adjustment)~~conversion ~~are~~of 360,000 ~~included~~shares inof ~~other~~Class ~~income~~B ~~(expense)~~preferred stock. inThe ~~the~~transaction ~~accompanying~~had ~~Consolidated Statements~~a net effect of ~~Operations~~$0 on stockholders’ deficit.[VG1] [JG2]

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

~~Note~~The Company received and 9cancelled 250,000 shares –of ~~ACQUISITIONS~~Class ~~AND~~B ~~PRO~~preferred ~~FORMA~~stock. ~~FINANCIAL~~The ~~INFORMATION~~transaction had a net effect of $0 on stockholders’ deficit.

~~Acquisition for~~Note ~~the~~13 ~~Year Ended December 31, 2022~~– WARRANTS

~~On February~~Warrant ~~28,~~activity ~~2022, the Company issued 1,000,000 shares of Class B, convertible preferred stock~~ (~~convertible into 1,000,000,000 shares of common stock~~split-adjusted) ~~having~~for ~~a fair value of $700,000 ($0.0007/share), based upon~~ the ~~quoted~~years ~~closing~~ended ~~trading~~December ~~price on the acquisition date~~31, in ~~exchange~~2023 ~~for 100% of the issued~~ and ~~outstanding~~2022 ~~member~~are ~~ownership~~summarized ~~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.follows:

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.

						Weighted
				Weighted		Average
				Average		Remaining		Aggregate
Warrants	Number of Warrants			Exercise Price		Contractual Term (Years)		Intrinsic Value
Outstanding and exercisable - December 31, 2021		20,021,131		$	0.155		2.38	$	450,000
Granted		6,600,000		$	0.110		-		-
Exercised		(7,500,000	)	$	0.001		-		-
Cancelled/Forfeited		(6,185,714	)	$	0.034		-		-
Outstanding – December 31, 2022		12,935,417		$	0.126		1.86	$	-
Exercisable – December 31, 2022		11,435,417		$	0.135		1.71	$	-
Granted		7,050,000		$	0.050		-		-
Exercised		-			-		-		-
Cancelled/Forfeited		(817,422	)	$	0.080		-		-
Outstanding – December 31, 2023		19,167,995		$	0.059		1.85	$	-
Exercisable – December 31, 2023		17,217,995		$	0.060		1.81	$	-

~~The acquisition~~Warrant ofTransactions ~~SST~~for ~~was reflected in~~ the ~~accompanying~~Year ~~consolidated~~Ended ~~financial~~December ~~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.~~2023

~~F-32~~Employee Compensation

~~The table~~During ~~below~~the ~~summarizes~~year ~~finalized~~ended ~~fair~~December ~~value~~31, of2023, the ~~assets~~Company ~~acquired~~issued 7,050,000 post-split incentive stock options to employees with a strike price of 0.05 and ~~the~~a ~~liabilities~~three-year ~~assumed~~expiration. atThe options do not vest unless each employee is employed by SST on or after March 1, 2024. No expense was recognized on these options in the ~~effective~~year ~~acquisition~~ended ~~date~~December 31, 2023 as they did not vest.

~~SCHEDULE OF~~During ~~FAIR~~the ~~VALUE~~year OFended ~~ASSETS~~December ~~ACQUIRED~~31, ~~AND~~2023, ~~LIABILITIES~~817,422 ~~ASSUMED~~ post-split warrants were forfeited.

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

Warrant Transactions for the Year Ended December 31, 2022

~~In connection~~Convertible ~~with~~Debt 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.Issuances

~~The Company~~In ~~initially~~connection ~~granted~~with ~~1,000,000~~convertible ~~shares~~debt ofissued ~~Series~~to Bvarious ~~preferred stock~~lenders, ~~valued~~the atCompany ~~$700~~granted 1,650,000 ~~based~~post-split, ~~upon~~three-year ~~the~~(3) ~~quoted~~warrants. ~~closing~~These ~~trading~~warrants ~~price on~~have ~~date~~an ~~of issuance on as~~post-~~converted~~split ~~basis~~exercise toprice ~~common~~of ~~stock~~$0.01 - ~~The~~$0.12. ~~agreement~~See ~~was~~Note ~~amended~~7 infor ~~December~~derivative ~~2022,~~liabilities and ~~the~~related ~~shares~~mark ~~returned~~ to ~~the Company~~market accounting.

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

~~Goodwill is~~Concurrent ~~not~~with ~~deductible~~the acquisition of SST, the Company granted 3,000,000 post-split, three-year (3) warrants to employees of SST for ~~tax~~services ~~purposes~~rendered.

The ~~estimated~~ ~~future~~fair ~~amortization~~value of ~~the~~these ~~acquired~~services ~~supplier~~rendered ~~relationships~~was ~~and~~$209,713, ~~trade~~based ~~name~~upon ~~are~~the asfollowing ~~follows~~weighted average assumptions:

SCHEDULE OF FUTURE AMORTIZATION OF ACQUIRED SUPPLIER RELATIONSHIPS AND TRADE NAME

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

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-36

~~F-33~~Employee Compensation

The ~~following~~ ~~summarizes~~Company ~~the~~granted 1,950,000 ~~intangible~~post-split, ~~assets~~three-year at(3) ~~December~~warrants ~~31,~~to ~~2022:~~a board director and employee for services rendered.

~~SCHEDULE OF~~The ~~INTANGIBLE~~fair ~~ASSETS~~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:

		December 31, 2022			Useful Life
Exercise price	$	0.001
Supplier Relationships		$	149,000		4 years
Expected volatility		374	%
Trade Names			420,000		15 years
Risk-free interest rate		1.76	%
Intangible assets gross			569,000
Expected term (in years)		3.00
Accumulated amortization			(54,524	)
Expected dividend rate		0	%
Intangible assets net		$	514,476

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

~~Element 1:~~The ~~Total~~Company ~~Dollar~~issued 6,458,333 shares ~~Value:~~of ~~$45~~common stock in connection with cashless exercises of 7,~~480~~500,000 warrants. The net effect on stockholders’ equity was $0.

1.Note In14 ~~March~~– INCOME 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 $19,230TAXES

~~Element 2:~~The ~~Total~~Company ~~Dollar~~did ~~Value:~~not ~~$139~~file its federal or state tax returns for fiscal years from 2012 through 2017. Previous management had believed that it would not have any material impact on the Company’s financials because the Company did not have any tax liabilities due to net losses incurred during those years. During the year ended December 31,~~000~~ 2021, the Company under new management since 2019 filed returns for 2018, 2019 and 2020. During the year ended December 31, 2022, the Company filed returns for 2021 as well.

1.Based Aton ~~point~~available ~~of purchase of SMARTSolution Technologies~~information, ~~LP/Inc.,~~management ~~FOMO~~believes ~~WORLDWIDE~~it ~~agreed~~is tomore alikely ~~1.5%~~than ~~override~~not ofthat ~~gross~~any ~~revenues~~potential ~~for~~net ~~the~~deferred ~~prior~~tax ~~year,~~assets ~~ending~~as ~~December 2021. This, plus the extension~~ of ~~the~~December ~~closing date causing an add-on of the agreement~~31, ~~was~~2023 ~~equivalent to $139,000~~ and ~~was~~2022 ~~included~~may innot ~~the~~be ~~purchase~~fully ~~agreement, of which $75,328 was the estimated value of the earn-out~~realizable.

~~Element 3:~~Due ~~Total~~to ~~Dollar~~recurring ~~Value:~~losses, ~~$100~~the Company’s tax provisions for the years ended December 31,~~000~~ 2023 and 2022 were $0.

1.The Atdifference ~~point~~between ~~of purchase of SMARTSolution Technologies, LP/Inc., FOMO WORLDWIDE issued One-Million Series B Shares to Mr. Schwartz. This was included in~~ the ~~purchase~~effective ~~agreement.~~income 2.tax Atrate ~~the~~and ~~point of~~ the ~~Employment~~applicable ~~Status~~statutory ~~and~~federal ~~Compensation~~income ~~Change~~tax ~~Agreement,~~rate ~~Mr.~~is ~~Schwartz~~summarized ~~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.follows:

Summary:

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

1.At ~~All~~December ~~items associated with this agreement were equal in value to $284~~31,~~480~~ 2023 and ~~are~~2022 tothe beCompany’s ~~paid~~deferred totax ~~Mr.~~assets ~~Schwartz~~were as ~~monthly payroll outlay over 36 months, beginning in March of 2023.~~follows:

Supplemental Pro Forma Information (Unaudited)

	December 31, 2023			December 31, 2022
Tax benefit of net operating loss carry forward	$	4,577,403		$	4,248,077
less valuation allowance		(4,577,403	)		(4,248,077	)
Net deferred tax assets	$	-		$	-

~~The unaudited~~As ~~pro~~of ~~forma~~December ~~information~~31, ~~for~~2023 the ~~periods~~Company ~~set~~had ~~forth~~unused ~~below~~net ~~gives~~operating ~~effect~~loss carry forwards of approximately $18.7 million available to ~~the~~reduce ~~acquisition~~future asfederal iftaxable ~~the~~income. ~~transaction~~Net ~~had~~operating ~~occurred~~loss carryforwards expire through fiscal years beginning in 2023 and extending to indefinite. Internal Revenue Code Section 382 places a limitation on ~~January~~ 1,the ~~2021~~amount of taxable income that can be offset by carryforwards after a change in control (generally a greater than 50% change in ownership).

F-3437

~~This proforma~~The ~~information~~Company’s isability ~~presented~~to ~~for~~offset ~~informational~~future ~~purposes~~taxable ~~only~~income, ~~and~~if isany, ~~not~~with ~~necessarily~~tax ~~indicative~~net ofoperating loss carryforwards may be limited due to the ~~results~~non-filing of ~~operations~~tax ~~that actually~~returns ~~would~~and ~~have~~the ~~been~~impact ~~achieved~~of ~~had~~the statute of limitations on the ~~transactions~~Company’s ~~been~~ability ~~consummated~~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 ~~that~~any ~~time:~~future benefits from these assets is uncertain.

~~SCHEDULE~~The OFCompany’s ~~BUSINESS~~valuation ~~ACQUISITION~~allowance ~~PROFORMA~~at ~~INFORMATION~~December 31, 2023 and 2022 was $4,598,118 and $4,248,077, respectively. The change in the valuation allowance during the year ended December 31, 2022 was an increase of approximately $350,000.

	Year Ended				Year Ended
NOL carry over loss
	December 31, 2022				December 31, 2021
Expiration
Revenues	$	8,894,888			$	4,351,409
NOL	2014			$	494,301			2024
Net loss	$	(3,534,017	)		$	(12,263,881	)
	2015				680,549			2025
Loss per share – basic	$	(0.00	)		$	(0.00	)
	2016				651,537			2026
Loss per share – diluted	$	(0.00	)		$	(0.00	)
	2017				1,239,493			2027
Weighted average number of shares – basic		8,308,889,427				15,511,004,083
	2018				1,843,498			Indefinite
Weighted average number of shares – diluted		8,308,889,427				15,511,004,083
	2019				48,201			Indefinite
	2020				140,808			Indefinite
	2021				9,262,185			Indefinite
	2022				2,823,829			Indefinite
	2023				1,422,929			Indefinite
				$	18,607,330

~~The weighted~~Note ~~average~~14 ~~shares~~– SUBSEQUENT ~~assume the as-converted amount to common stock .~~EVENTS

~~Acquisitions~~On ~~for~~January 4, 2024, our senior lender Thermo Communications Funding LLC defaulted its loan to us in the ~~Year~~amount ~~Ended~~of ~~December~~$1,044,163.93 31excluding fees and future interest. On February 26, ~~2021~~2024, Thermo enforced a confession of judgment against us in the amount of $1,074,276.15 which included additional interestr. On April 1, 2024, the Court of Common Pleas of Allegheny County placed our corporation and our subsidiaries under Receivership, which we are currently negotiating to exit at the public company levelk and the Diamond Technology Solutions, LLC subsidiary level in order to recapitalize our business and pursue strategic mergers and acquisitions.

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.F-38

On February 1213, ~~2021~~2024, wea third-party ~~purchased~~lender ~~assets,~~converted ~~including website and trade names of Independence LED Lighting~~$17, ~~LLC for~~ 250~~,000 Series B Preferred shares~~.00 principal ~~Based~~and ~~on an agreed upon price at closing, the transaction was valued~~ $3,~~300,000,~~142.81 Atinterest ~~December 31, 2021 it was determined by management to write off the value~~ of ~~the~~a ~~assets~~junior ~~due~~note tointo ~~lack of business generated resulting in impairment of $~~3,~~300~~398,~~000~~802 common shares (post-split)..

On March 628, ~~2021~~2024, ~~we purchased the assets, including website, trade names and software of Energy Intelligence Center, LLC for 125,000 Series~~a Bthird-party ~~Preferred~~lender ~~shares~~converted ~~and 50~~$5,~~000,000 common stock warrants~~900.00 ~~Based~~principal onand ~~an agreed upon price at closing, the transaction was valued~~ $1,~~479,121~~146. At05 ~~December~~interest ~~31, 2021 it was determined by management to write off the value~~ of ~~the assets due to lack of business generated resulting~~a injunior ~~impairment~~note ofinto $15,~~479~~337,~~121~~916 common shares.

~~These acquisitions~~On ~~were~~May ~~treated~~20, as2024, ~~business~~a third-party ~~combinations~~lender ~~and~~converted ~~the~~$2,950.00 ~~Company~~principal ~~recorded~~and ~~the~~$578.68 ~~fair~~interest ~~value~~ of ~~the~~a junior ~~assets~~note ~~acquired~~into 5,348,484 common shares.

~~The~~Since November 15, 2023 and ~~table~~subsequent ~~below~~to ~~summarizes~~year-end ~~preliminary~~2023, ~~estimated~~our CEO ~~fair~~Vikram ~~value~~Grover ofconverted ~~the~~$357,500.00 ~~assets~~accrued ~~acquired~~compensation atinto 13,169,819 Series B Preferred shares and 1,041,667 common shares but we have not issued any of the ~~effective~~owed ~~acquisition~~shares ~~date~~to him since his conversions.

~~SCHEDULE OF ACQUISITION OF INTANGIBLE ASSET~~F-39

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

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

~~F-35~~None.

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

Item 9A. Controls and Procedures.

~~Supplemental Pro~~Evaluation ~~Forma~~of ~~Information~~Disclosure ~~(Unaudited)~~Controls and Procedures

~~The unaudited~~Disclosure ~~pro~~controls ~~forma~~and ~~information~~procedures ~~for~~are ~~the~~designed ~~periods~~with ~~set~~an ~~forth~~objective ~~below~~of ~~gives~~ensuring ~~effect~~that information required to be disclosed in our periodic reports filed with the ~~acquisitions~~Securities and Exchange Commission, such as ifthis Annual Report on Form 10-K, is recorded, processed, summarized, and reported within the ~~transactions~~time ~~had~~periods ~~occurred on~~specified ~~January~~by 1the Securities and Exchange Commission. Disclosure controls are also designed with an objective of ensuring that such information is accumulated and communicated to our management, ~~2021~~including our chief executive officer, to allow timely consideration regarding required disclosures.

~~This pro~~The ~~forma~~evaluation ~~information~~of isour 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 ~~for~~in ~~informational~~this ~~purposes~~Annual ~~only~~Report. Our management, including our chief executive officer, does not expect that disclosure controls can or will prevent or detect all errors and isall fraud, if any. A control system, no matter how well designed and operated, can provide only reasonable, not ~~necessarily~~absolute, ~~indicative~~assurance that the objectives of the ~~results~~control system are met. Also, projections of ~~operations~~any ~~that actually~~evaluation ~~would~~of ~~have~~the ~~been~~disclosure ~~achieved~~controls ~~had~~and procedures to future periods are subject to the ~~transactions~~risk ~~been~~that ~~consummated~~the asdisclosure controls and procedures may become inadequate because of changes in conditions, or that ~~time:~~the degree of compliance with the policies or procedures may deteriorate.

~~SCHEDULE OF~~As ~~BUSINESS~~of ~~ACQUISITION~~the ~~PROFORMA~~end ~~RELATED~~of TOthe ~~SUPPLEMENT~~period ~~INFORMATION~~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, 2023 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.

	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	)

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

~~Note 10~~Management –is ~~COMMITMENTS~~responsible ~~AND~~for ~~CONTINGENCIES~~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).

~~Right-~~Because of~~-Use Operating~~ ~~Lease~~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.

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.11

At 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,~~2023. ~~the~~We ~~Company~~believe ~~has~~that nointernal ~~financing~~controls ~~leases~~over financial reporting as ~~defined~~set inforth ~~ASC~~above ~~842,~~shows ~~“Leases~~some weaknesses and are not effective.”

FNotwithstanding the identified material weaknesses, management believes the consolidated financial statements included in this Annual Report on Form 10-36K 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

~~SCHEDULE~~Under OFapplicable ~~OPERATING~~rules ~~LEASE~~of ~~ASSETS~~the ~~AND~~Securities ~~LIABILITIES~~ 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.

	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

Item 9B. Other Information.

~~Future minimum~~Not ~~lease payments required under leases that have initial or remaining non- cancelable lease terms in excess of one year at December 31, 2022:~~applicable.

~~SCHEDULE OF FUTURE MINIMUM LEASE PAYMENTS~~12

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

PART III

~~Note 11–~~Item ~~STOCKHOLDERS’~~10. ~~DEFICIT~~Directors, Executive Officers and Corporate Governance.

~~At December~~The ~~31,~~following ~~2022~~table sets forth the names and ~~2021,~~ages of the directors and executive officers of the Company ~~had~~as ~~various~~of ~~classes~~the date of ~~stock:~~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.

Class A, Convertible Preferred Stock

Name		Age		Position(s)
Vikram Grover		55		Chairman, CEO, President, CFO, Secretary

Vikram Grover has 25 years-experience 78on Wall Street as an equity research analyst,~~000~~ investment banker and consultant that has been advising,~~000~~ ~~shares~~financing, ~~authorized~~and -launching 5businesses for several years. He has worked at Thomas Weisel Partners Group,~~750~~ Inc. (now Stifel Nicolaus),~~000~~ Needham & Co., Source Capital Group, Inc. and 5Kaufman Bros.,~~750~~ LLC in various capacities ranging from Director of Research,~~000~~ ~~shares~~Senior ~~designated~~Managing Director Investment Banking, ~~issued~~and Managing Director Equity Research covering Telecommunications, Media, and ~~outstanding~~Technology at(TMT) ~~December~~companies. 31Prior to FOMO WORLDWIDE, ~~2022~~INC., he was CEO of the first publicly traded eSports social site and ~~2021~~tournament platform, ~~respectively~~Good -Gaming. ~~Stated~~He ~~value~~was –introduced ~~none~~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”).

~~F-37~~The Company currently maintains an Advisory Board comprised of several individuals with technology, finance, and various industry experience.

-Term ~~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 – noneOffice

~~Class B~~All directors listed above will remain in office until the next annual meeting of our stockholders, ~~Convertible~~and ~~Preferred~~until ~~Stock~~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, w

Filing Compare · FOMO WORLDWIDE, INC.