Stockholders’ Deficit

3 Months Ended

Mar. 31, 2023

Equity [Abstract]

Stockholders’ Deficit

Note 11– Stockholders’ Deficit

At March 31, 2023 and December 31, 2022, the Company had various classes of stock:

Class A, Convertible Preferred Stock

- 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 March 31, 2023 and December 31, 2022, respectively)

- Voting – on an as-converted basis – 50 votes for each share held (287,500,000 and 287,500,000 votes,at March 31, 2023 and December 31, 2022, respectively)

- Dividends – $0.0035 per share per annum accrued whether or not declared by the Board of Directors

- Liquidation preference – none

- Rights of redemption – none

Class B, Convertible Preferred Stock

- 20,000,000 shares authorized

- 5,299,982 and 5,289,982 shares designated, issued and outstanding at March 31, 2023 and December 31, 2022, respectively

- Stated value – none

- Par value - $0.0001

- Conversion – each share of Class B converts into 1,000 shares of common stock (5,299,982,000 and 5,289,982,000 equivalent shares of common stock, at March 31, 2023 and December 31, 2022, respectively)

- Voting – on an as-converted basis – 1,000 votes for each share held (5,299,982,000 and 5,289,982,000 votes, at March 31, 2023 and December 31, 2022, respectively)

- Dividends – 1% per annum accrued whether or not declared by the Board of Directors

- Liquidation preference – none

- Rights of redemption – none

Class C, Convertible Preferred Stock

- 2,000,000 shares authorized

- 1,000,000 and 1,000,000 shares designated, issued and outstanding at March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 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 March 31, 2023 and December 31, 2022, respectively)

- Dividends – 1% per annum accrued whether or not declared by the Board of Directors

- Liquidation preference – none

- Rights of redemption – none

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023

UNAUDITED

Common Stock

- 20,000,000,000 shares authorized

- No par value

- Voting at 1 vote per share

Equity Transactions for the Three Months Ended March 31, 2023

Stock Issued for Services – Class B, Preferred Stock

The Company issued 10,000 shares of Series B Preferred stock for services rendered, having a fair value of $5,000 ($0.50/share), based upon the quoted closing trading price of the Company’s common stock, on an as-converted basis of 1,000 shares of common stock for each share of Class B, preferred stock.

Equity Transactions for the Three Months Ended March 31, 2022

Stock Issued for Cashless Exercise of Warrants

The Company issued 437,500,000 shares of common stock in exchange for the cashless exercise of 500,000,000 warrants. The net effect on stockholders’ equity was $0.

Stock Issued for Services – Class B, Preferred Stock

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

Acquisition of SST

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

See Note 9.

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

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

FOMO WORLDWIDE, INC AND SUBSIDIARIES

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2023

UNAUDITED

Conversion of Class B Preferred Stock to Common Stock

The Company issued 60,000,000 shares of common stock in connection with the conversion of 60,000 shares of Class B preferred stock. The transaction had a net effect of $0 on stockholders’ deficit.