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Right where this POS with its scumbag CEO Vik belongs! I wonder where the ones on this board that were shooting (hope)ium in their veins ran off too.
That didn't take long to drop. Looks like .0001 coming again soon.
This is a terrible stock; share price in nosedive. https://www.otcmarkets.com/stock/igot/overview
A year for Symbol Change? IGOT none of this stock. Looks like low OS after the split.
Look at this junk. From ZEGG to ETFM to FOMC now to IGOT and the cycle continues.
lol no way ! That Vik guy is still at it?? Wow.
No sane person should invest in this disastrous scam company. Sell ASAP! Performance Overview: 3-Year -99.22%, 1-Year -58.50%, YTD -17.00%
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Chicago, IL, April 20, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM) is pleased to announce that today it is launching a beta test for its newly redesigned Kanab Club 2.0, a social network focused on health and wellness for cannabis users.
Features of Kanab Club 2.0 include:
For users who would like to participate in the beta test, please access this link and create an account to obtain further instructions: https://kanab.club
Vik Grover, FOMO CEO, commented: “Building a social network tailored to the interests of cannabis users has been a dream of mine since we formed KANAB CORP. in mid-2019 as a FOMO subsidiary. I am proud to announce this closed beta launch of the functionality of Kanab Club 2.0 and welcome the feedback of users to further strengthen the site as we head towards a planned open launch in summer 2021. With several hundred million people worldwide using THC and non-THC cannabis products (“CBD”) and/or working in the cannabis industry, given major social platforms today do not target this market, and ahead of potential federal legalization of cannabis in the USA, I believe Kanab Club is well positioned to carve out a lucrative business in this fast-growing global market and create value for our shareholders.”
April 19, 2021 (4) FORM 8KItem 7.01 Regulation FD Disclosure.
On April 18, 2021, FOMO CORP. (“FOMO”) and the owners of SmartGuard agreed to negotiate the acquisition of 51% of SmartGuard’s disinfection unit @ www.smartguard-disinfection.com. The Companies are in due diligence for a step transaction that is expected to be papered by May 1, 2021 and would allow FOMO to acquire the balance 49% by December 31, 2022, though there can be no assurances.
Item 3.02 Unregistered Sales of Equity Securities.
On April 8, 2021, FOMO CORP. (“FOMO”) sold to a third-party lender $103,500.00 in 12% junior debt with a one-year maturity. The transaction netted the Company $100,000.00 after fees/expenses. The note, which has no warrant coverage, has a buyout option and is attached as exhibit 10.1 herein. Proceeds are being used for working capital purposes including legal/due diligence fees for planned and announced acquisition agreements.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Power Up Lending Group Ltd. Junior Unsecured Note – April 8, 2021 |
Item 8.01 Other Events.
On April 16, 2021, FOMO CORP. (“FOMO”) and the owners of EcoLite Holding LLC (“EcoLite”) and PPE Source International LLC (“PPESI”) extended the deadline for execution of a definitive agreement to acquire EcoLite to July 1, 2021 and the exclusivity period to negotiate the purchase of PPESI to same.
Item 5.03 Amendments to Articles of Incorporation or Bylaws.
FOMO CORP. (“FOMO”) today adopted corporate bylaws on April 12, 2021 for governance purposes. A copy is attached herewith as Exhibit 10.1.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Corporate Bylaws – April 12, 2021 |
Item 1.01 Entry Into A Material Definitive Agreement.
FOMO CORP. (“FOMO”) today executed a definitive agreement to acquire 100% of the member interests of Lux Solutions, LLC (www.luxsolutions.com / www.luxsolutions.solar). The transaction requires a simultaneous closing of a purchase of LED Funding IV, LLC (a unit of www.smartguard-solutions.com) an energy and lighting management that supports Lux Solutions’ business in LED lighting and energy audit/design services. The LED Funding IV transaction is now signed under definitive agreement. Terms of the combined deal include FOMO issuing owners of both entities three million Series B Preferred shares, $3,000,000 cash, and a $3,000,000 non-convertible seller note subject to adjustments for net debt on closing plus an earn-out based on revenues greater than $10 million per annum. The combined LED Funding IV LLC and Lux Solutions LLC entities to be named “SmartGuard Energy” as a subsidiary of FOMO generated several million dollars of revenue (unaudited) in 2020 with material growth expected in 2021 in the USA and abroad, though there can be no assurances. FOMO is also in discussions to acquire some or all of SmartGuard’s disinfection business and robots as a service (“RaaS”) unit (www.smartguard-disinfection.com). FOMO will provide additional information to investors as it becomes available in compliance with SEC disclosure rules.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. / Lux Solutions LLC Definitive Agreement – April 14, 2021 |
On April 14th, we executed a definitive agreement to acquire LED Funding IV LLC, a provider of energy management, smart lighting, and power purchase agreements (“PPAs”) to commercial, industrial and government customers. A draft agreement was filed under Form 8-K on April 11, 2021.
Item 1.01 Entry Into A Material Definitive Agreement.
FOMO CORP. (“FOMO”) today executed a definitive agreement to acquire 100% of the member interests of LED Funding IV LLC from SmartGuard Solutions (www.smartguard-solutions.com). The transaction requires a simultaneous signing of a definitive agreement to acquire Lux Solutions LLC (www.luxsolutions.com / www.luxsolutions.solar), an energy and lighting project management and design firm that supports LED Funding’s business in smart lighting and energy management services. The Lux Solutions LLC documents are under legal review today. Terms of the combined deal include FOMO issuing owners of both entities three million Series B Preferred shares, $3,000,000 cash, and a $3,000,000 non-convertible seller note subject to adjustments for net debt on closing plus an earn-out based on revenues greater than $10 million per annum. The combined LED Funding IV LLC and Lux Solutions LLC entities to be named “SmartGuard Energy” as a subsidiary of FOMO generated several million dollars of revenue (unaudited) in 2020 with material growth expected in 2021 in the USA and abroad, though there can be no assurances. FOMO also is in discussion to acquire some or all of SmartGuard Solutions’ disinfection business and robots as a service (“Raas”) unit (www.smartguard-disinfection.com). FOMO will provide additional information to investors as it becomes available in compliance with SEC disclosure rules.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. / LED Funding IV LLC Definitive Agreement – April 14, 2021 |
Item 7.01 Regulation FD Disclosure.
FOMO CORP. (“FOMO”) has negotiated a definitive agreement to acquire LED Funding IV LLC from SmartGuard Solutions (www.smartguard-solutions.com). The transaction requires a simultaneous signing of a definitive agreement to acquire Lux Solutions LLC (www.luxsolutions.com), an energy and lighting project management and design firm that supports LED Funding’s business in smart lighting and energy management services. The LED Funding IV LLC and Lux Solutions LLC documents are pending legal review. FOMO is engaging counsel to assist on the closing process. Proposed terms of the combined deal include FOMO issuing three million Series B Preferred shares, $3,000,000 cash, and a $3,000,000 non-convertible seller note subject to adjustments for net debt on closing plus an earn-out based on revenues greater than $10 million per annum. The combined LED Funding IV LLC and Lux Solutions LLC entities to be named “SmartGuard Energy” as a subsidiary of FOMO generated several million dollars of revenue (unaudited) in 2020 with material growth expected in 2021 in the USA and abroad, though there can be no assurances. FOMO is also in discussions to acquire some or all of SmartGuardUV’s disinfection business and robots as a service (“RaaS”) unit (www.smartguardUV.com). FOMO will provide additional information to investors as it becomes available in compliance with SEC disclosure rules.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. / LED IV Funding LLC Preliminary Definitive Agreement – April 11, 2021 |
Chicago, IL, April 08, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM) has signed a $10 million financing term sheet with an institutional investor. The fund has committed funding in an equity structure that allows FOMO to obtain capital on its own terms and at its discretion, unlike variable structures of the past. Terms of the funding can be found on the SEC’s EDGAR system at:
https://www.sec.gov/Archives/edgar/data/0000867028/000149315221008256/form8-k.htm
Said Vik Grover, CEO: “This financing, on the heels of FOMO eliminating all default debt as of 03-31-2021, sets the stage for our new era. We are close to moving our letters of intent (“LOI”) for SmartGuard Energy, Lux Solutions, EcoLite Holdings, and a national HVAC services contractor to definitive agreements. We are very serious and earnest in our vision to create an ecosystem of companies targeting clean/smart buildings that will help reopen our nation. Now it is time to go big.”
Chicago, IL, April 06, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM; “FOMO”), a business incubator and accelerator, provider of clean, smart and efficient HVAC, energy, lighting, and other key commercial building management services, announced that it has filed Form 10-K with the SEC, reporting its audited full year 2020 results.
2020 Highlights:
Filed all SEC Forms 10-K/10-Q to regain “current” status as a fully reporting company,
Restructured balance sheet to eliminate several hundred thousand dollars of corporate liabilities with legacy lenders,
Raised new capital to launch growth strategy, beginning with acquisition of Purge Virus, LLC on October 19, 2020,
Named Advisory Board consisting of veteran business leaders and in adherence to best practices in Environmental, Social, and Governance (ESG) standards and protocols.
Subsequent Highlights:
Eliminated all default debt effective March 31, 2020,
Closed acquisition of assets of Independence LED Lighting, LLC to move into smart lighting and power over ethernet (“PoE”); www.independenceled.com
Closed acquisition of assets of Energy Intelligence Center, LLC (“EIC”) to target energy management services for commercial, industrial and government buildings; www.energyintelligencecenter.com
Formed strategic partnership with Online Energy Manager, LLC (“OEM”) to obtain a license to OEM’s root patent for smart energy software for chiller plants in non-residential buildings with a purchase option for some or all of OEM; www.oem.us.com
Signed letter of intent (“LOI”) to acquire Ecolite Holdings, LLC for preferred stock, cash, and notes; www.ecoliteled.com
Signed LOI to acquire SmartGuard Solutions consisting of LED funding IV and Lux Solutions, LLC for preferred stock, cash and notes moving into lighting as a service (“LaaS”), energy audits, project design/engineering, and related; www.smartguard-solutions.com and https://www.luxsolutions.com/, respectively,
Signed LOI to acquire a national HVAC services contractor to add go-to-market installation capabilities and cross-selling synergies with other portfolio companies; target is currently under national rebranding;
Announced channel partnerships with AGILE Technologies Group, LLC and Clean Peak Energy, LLC to target their respective commercial and government customers with its growing clean building ecosystem of companies; www.4agiletech.com / https://cleanpeakenergy.us
Vik Grover, FOMO CEO, commented: “We relaunched FOMO in 2020 with the intent to build and maintain a valuable public company platform to fund, incubate and integrate growth businesses. We announced our first transaction when we acquired Purge Virus (“PV”), LLC in the second half of the year, and we recognized a small amount of revenues in the fourth quarter from the business. This was just the first step, and as we have previously announced in 2021, we are moving closer to our objective of being a one-stop-shop to provide the market with commercial building management services that save money and promote healthy living through smart/digital LED lighting, disinfecting and maintenance, and HVAC solutions. We expect to soon have the products, engineering, and installation services as well as financing capabilities for business, industrial and government customers.”
“As we have built this platform, we have tried to provide the maximum level of transparency of our strategy and each transaction we have pursued, through SEC filings, our website, and social media, and we believe there’s a great message not yet being recognized in the marketplace for our company. Further, our Advisory Board includes talented and experienced leaders in technology, construction, LED, and corporate finance, and reflects a culture of that is committed to being consistent with the ESG initiatives that FOMO is all about.”
“Upon completion of the above transactions which had a combined revenue of ~$11 MM in 2020, we will be in a position to recognize strong pro forma 2021E revenues based on current bookings alone, excluding sizable project already underway, in clean buildings, energy management, disinfection, and other verticals.”
ITEM 5.05. Code of Ethics
1. Be patient and courteous.
2. Be inclusive. We welcome and support people of all backgrounds and identities. This includes but is not limited to members of any sexual orientation, gender identity and expression, race, ethnicity, culture, national origin, social and economic class, educational level, color, immigration status, sex, age, size, family status, political belief, religion, and mental and physical ability.
3. Be considerate. We all depend on each other to produce the best work we can as a company.
Your decisions will affect clients and colleagues, and you should take those consequences into account when making decisions.
4. Be respectful. We will not all agree all the time, but disagreement is no excuse for disrespectful behavior. We will all experience frustration from time to time, but we cannot allow that frustration to become personal attacks. An environment where people feel uncomfortable or threatened is not a productive or creative one.
5. Choose your words carefully. Always conduct yourself professionally. Be kind to others. Do not insult or put down others. Harassment and exclusionary behavior are not acceptable. This includes, but is not limited to:
- Threats of violence.
- Discriminatory jokes and language.
- Sharing sexually explicit or violent material via electronic devices or other means.
- Personal insults, especially those using racist or sexist terms. - Unwelcome sexual attention.
- Advocating for, or encouraging, any of the above behavior.
6. Repeated harassment of others. In general, if someone asks you to stop something, then stop.
When we disagree, try to understand why. Differences of opinion and disagreements are mostly unavoidable. What is important is that we resolve disagreements and differing views constructively.
7. Our differences can be our strengths. We can find strength in diversity. Different people have different perspectives on issues, and that can be valuable for solving problems or generating new ideas. Being unable to understand why someone holds a viewpoint does not mean that they are wrong. Do not forget that we all make mistakes, and blaming each other does not get us anywhere. Instead, focus on resolving issues and learning from mistakes.
On March 27, 2021, FOMO CORP. (“FOMO”) adopted a code of ethics to comply with best practices and SEC requirements (§ 229.406 [Item 406] Code of Ethics). Key employees and advisors at the holding company level and all wholly owned and minority owned subsidiaries are required to sign the document which will be saved in their employment folders and/or a human resources sub-domain.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Code of Ethics |
Item 3.03 Material Modification to Rights of Security Holders
On October 13, 2020, FOMO CORP. (“FOMO”) amended the terms of its Series A Preferred stock to a 1-50 conversion ratio and implemented a cumulative annual dividend per share of $0.0035 payable in cash or kind at the option of the Board of Directors.
On November 6, 2020, FOMO amended the terms of its Series C Preferred stock to one hundred thousand (100,000) votes per share from ten thousand (10,000) votes per share.
Item 5.03 Amendments to Articles of Incorporation
On December 16, 2019, the Company then known as “2050 Motors, Inc.” amended its Articles of Incorporation with the Secretary of State of California to change its legal corporate name to “FOMO CORP.” and to increase its authorized total number of authorized shares to ten billion one hundred million (10,100,000,000) from three billion ten million (3,010,000,000). This increase included an increase to authorized common shares to 10 billion (10,000,000,000) from 3 billion (3,000,000,000) and an increase to preferred shares to 100 million (100,000,000) from 10 million (10,000,000).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
ITEM 8.01. Other Events
FOMO CORP. (“FOMO”) has retired the residual balance of a $200,000.00 Master Note partially funded by Tri-Bridge Ventures (“TBV”) on March 15, 2019, with $2,286.00 remaining principal, $3,069.86 accrued interest and $231,930.14 accrued penalties. For consideration, FOMO CORP. issued TBV 75,000,000 common shares. The transaction eliminated all default debt within FOMO’s capital stack/debt table making the Company current with its sole creditor GS Capital that funded a $205,000.00 redeemable junior note on January 20, 2021.
FOMO CORP. has completed its Form 10-K for 2020. However, the Company’s recently hired outsource CFO firm BRIO Financial Group and SEC counsel Eilers Law Group are reviewing the document and the firm’s auditor Boyle CPA, LLC is preparing an opinion letter for the filing.
PART IV — OTHER INFORMATION
| (1) | Name and telephone number of person to contact in regard to this notification | ||||
| Vikram Grover, CEO | 212 | 731-4806 | |||
| (Name) | (Area Code) | (Telephone Number) | |||
| (2) | Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify report(s). | ||||
| Yes [X] NO [ ] | |||||
| (3) | Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof? | ||||
| Yes [X] NO [ ] | |||||
| If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.
On October 19, 2020, FOMO CORP. completed the acquisition of 100% of the Member Interests of Purge Virus, LLC, a provider of COVID disinfection products and services. That entity generated material sales since its formation that year, which increased the operations of the Company but also added audit time and expense to management’s financial review process. | |||||
FOMO CORP. is referred to herein as “we”, “us”, or “us”
Background
We are updating our executive summary to correct clerical errors. Our SEC counsel is Eilers Law of Asheville, NC
ITEM 7.01. Regulation FD Disclosure
FOMO CORP. (“FOMO”) has updated its executive summary for investors. Attached provides information on closed and planned acquisitions and the Company’s share structure.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Executive Summary - Spring 2021 |
Chicago, IL, March 25, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM) is pleased to announce that SmartGuard Energy (https://smartguard-solutions.com/), currently under a Letter of Intent for acquisition by FOMO CORP., has recently been awarded a contract by one of the largest hospitality and gaming entities in the world. The contract is expected to generate over $20 million in revenue over the next few years and is structured around energy project management and technical services and opens the door for many more opportunities with this high-profile customer.
SmartGuard Energy is in the process of completing its final due diligence and is expected to sign a Definitive Agreement with FOMO CORP. by April 15, 2021.
Said Bill Butler, CEO of SmartGuard Energy, LLC: "We are very pleased to have been awarded this contract with such a premier company. This contract is reflective of the increase in business we are seeing as businesses are transitioning to clean, energy-efficient technologies. We are excited with the opportunity to partner with FOMO and look forward to closing our transaction in April 2021"
Vik Grover FOMO CORP. CEO, commented: “This impressive accomplishment by SmartGuard Energy opens the door for many opportunities in energy management. FOMO CORP. is excited to be able to acquire SmartGuard Energy which, along with M&A target EcoLite LED (https://ecoliteled.com/) and others, will help drive its clean energy efficiency portfolio.”
March 25, 2021 - FORM 8K
https://www.sec.gov/Archives/edgar/data/867028/000149315221006772/form8-k.htm
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 7.01. Regulation FD Disclosure
FOMO CORP. (“FOMO”) has updated its executive summary for investors. Attached provides information on closed and planned acquisitions and the Company’s share structure.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Executive Summary - Spring 2021 |
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 7.01. Regulation FD Disclosure
The following statement was made in FOMO CORP.’s (“FOMO”) Discord chat room on March 24, 2021:
“Smartguard Energy, currently under LOI for M&A by FOMO CORP. (“FOMO”), has received notice of award for what is expected to be a multi-year, multi-site, energy services agreement by one of the largest hospitality and gaming entities in the world. FOMO’s expectation is that this contract will generate over $20 million in revenue over the next few years. This current opportunity is structured around energy project management and technical services and opens the door for many more opportunities with this high-profile customer.
Smartguard Energy is in the process of completing its final due diligence this Monday in Atlanta, GA with FOMO senior management and expects to sign a Definitive Agreement with FOMO by April 15, 2021.”
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 2.01. Completion of Acquisition or Disposition of Assets
As of October 19, 2020, we acquired 100% of the member interests of Purge Virus, LLC. Financials are hereby attached in compliance with SEC reporting based on our review of financials as of December 31, 2020.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | Purge Virus, LLC unaudited balance sheet 12-31-2020 | |
| 10.2 | Purge Virus, LLC unaudited income statement 2020 |
| 1. | NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dilip Limaye | |
| 2. | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) [ ] (b) [ ] | |
| 3. | SEC USE ONLY
| |
| 4. | SOURCE OF FUNDS (see instructions)
OO | |
| 5. | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
| |
| 6. | CITIZENSHIP OR PLACE OF ORGANIZATION
United States |
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH | 7. | SOLE VOTING POWER
500,000 Series A Preferred, 525,000 Series B Preferred | ||
| 8. | SHARED VOTING POWER
| |||
| 9. | SOLE DISPOSITIVE POWER
500,000 Series A Preferred, 525,000 Series B Preferred | |||
| 10. | SHARED DISPOSITIVE POWER
|
| 11. | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000 Series A Preferred, 525,000 Series B Preferred | |
| 12. | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions) [ ]
| |
| 13. | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1% / 7.0% | |
| 14. | TYPE OF REPORTING PERSON (see instructions)
IN |
| CUSIP No. 90214L106 | 13D | Page 3 of 4 Pages |
Item 1. Security and Issuer.
This Schedule 13D relates to Series B Preferred shares of FOMO CORP. The address of the principal executive office of FOMO CORP. is 1 E Erie St, Ste 525 Unit #2250, Chicago, IL 60611. Its phone number is ?(630) 286-9560 and its website is www.fomoworldwide.com.
Item 2. Identity and Background.
This Schedule 13D is filed by Dilip Limaye, Managing Member of Online Energy Manager, LLC (“OEM”), previously an investor in Independence LED, LLC (“ILED”), a technology Company 100%-owned by Charles Szoradi, CEO of Purge Virus, LLC (“PV”), a 100%-owned subsidiary of FOMO CORP. Dilip Limaye is also an investor in Energy Intelligence Center, LLC (“EIC”), whose sole member if Charlie Szoradi.
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
On August 20, 2020, FOMO CORP. entered into a Letter of Intent (“LOI”) between the Company and Charles Szoradi pursuant to which FOMO CORP. agreed to purchase, subject to the terms and conditions set forth therein, 100% of the Member Interests of Purge Virus, LLC from Charles Szoradi for a total purchase price of two million (2,000,000) Series B Preferred shares of FOMO CORP. A non-refundable deposit of 160,851 Series B Preferred shares was made to Szoradi on September 3, 2020. The Company and Szoradi executed a Definitive Purchase Agreement (the “Purchase Agreement”) for the transaction on September 29, 2020 and closed the transaction on October 19, 2020. On that date, FOMO CORP. issued Szoradi the balance of 1,839,149 Series B Preferred shares due as per the Purchase Agreement. On December 21, 2020, Dilip Limaye exercised his rights under the provisions of a Note for a May 15, 2019 loan to ILED and demanded payment of $500,000 cash from ILED and Szoradi. To resolve all differences and lay the foundation for a potential future partnership between ILED, OEM, PV and FOMO CORP., Szoradi purchased the Note from Limaye for consideration of 450,000 Series B Preferred shares on December 21, 2020.
As announced in a definitive agreement on Mach 6, 2021 between FOMO CORP. and Energy Intelligence Center, LLC (“EIC”) and under a settlement agreement between EIC and OEM (above), OEM was issued 75,000 Series B Preferred Shares of FOMO.
Mr. Limaye for investment purposes owns 500,000 Series A Preferred Shares of FOMO which is 9.1% of the Series A Preferred Class.
Item 4. Purpose of Transaction.
Investment
Item 5. Interest in Securities of the Issuer.
500,000 Series A Preferred shares, representing 9.1% of the class.
525,000 Series B Preferred shares, representing 7.0% of the class.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits.
Limaye – Independence LED, LLC Loan Settlement Agreement – December 21, 2020*
FOMO CORP. EIC Asset Purchase – March 6, 2021
*Incorporated by reference for Form 13D filed December 31, 2020.
| CUSIP No. 90214L106 | 13D | Page 2 of 4 Pages |
FOMO CORP. is referred to herein as “we”, “us”, or “us”
Background
On February 18, 2021, we announced our private investor discussion room on Discord. The following updates our communications policy in compliance with regulations to fully advise all investors of our use of social media.
ITEM 8.01 Other Events
FOMO CORP. (“FOMO”) herewith informs shareholders and potential shareholders of FOMO CORP. stock on how the company disseminates public information via social media consistent with SEC guidance (https://www.iflr.com/pdfsiflr/Webinar/The-Guide-to-Social-Media-and-the-Securities-Laws.pdf).
FOMO CORP. disseminates public information through social media via its Facebook page (https://www.facebook.com/FOMOCORP) website (https://www.fomoworldwide.com/), a Discord chat room (https://discord.gg/AZBhdD8AvV) and via Twitter (https://twitter.com/FOMO_CORP?ref_src=twsrc%5Egoogle%7Ctwcamp%5Eserp%7Ctwgr%5Eauthor).
Chicago, IL, March 19, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM) is pleased to announce that EcoLite Holdings LLC, d/b/a EcoLite LED, has recently been awarded a contract with the Pelican Park Recreation District in Mandeville, Louisiana. EcoLite LED (https://ecoliteled.com/) has signed a Letter of Intent for acquisition by FOMO CORP.
The scope of the $1.5MM contract includes LED Sports Lighting upgrades on more than 32 baseball, softball, football and soccer fields, along with a dog park, skate park, parking area lots, gymnasium, concession stands, and a multiplex administration building. Phase 1 and 2 include 388 new sports lights and was completed in less than 60 days. The remaining Phases 3 and 4 consist of replacing more than 1000 of the 1500 W High-Intensity Discharge sports lights with new EcoLite 735 W Super Nova G-IV Sports Lights. This upgrade will increase the current lumen output average of 20-foot candles to nearly 40-foot candles, while reducing the kilowatt usage by more than 50%. EcoLite, in collaboration with the regional utility provider, Central Louisiana Electric Company (CLECO - https://www.cleco.com/), performed a comprehensive energy audit and estimated a net energy savings of 50% annually. As a result, CLECO agreed to pay 100% of the total cost of the lighting project.
Jason Hewitt, Energy Solutions Consultant at Brilliant Efficiencies (http://www.brilliantefficiencies.com/) stated: "Simply put, the EcoLite Team hit it out of the park for this client! Projected to cost $1.5MM and take five years to upgrade the sports lighting, EcoLite will complete the project within one year and the negotiated rebate will cover 100% of the project cost!"
Said John Kelly, Founder and CEO of EcoLite Holdings: “It has been a pleasure to work with Jason Hewitt on the Pelican Park Project. The EcoLite Team has worked hard to complete this project in record time, and our client will realize significant savings in the years to come.”
Vik Grover, FOMO CORP. CEO, commented: “FOMO CORP. is proud to highlight this very successful project by EcoLite Holdings LLC. By covering 100% of the cost of the project through the savings for the client, EcoLite sets a great example for the smart lighting industry which has a projected revenue of more than $38BN by 2026 (https://www.alliedmarketresearch.com/smart-lighting-market).”
March 16, 2021 - FORM 8K
https://m2compliance.com/hosting/company/ETFM/link_files/2021/03-16-2021/Form8-K(03-16-2021)FOMOCORP/Form8-K.htm
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 7.01. REGULATION FD DISCLOSURE
On March 16, 2021, FOMO CORP. and EcoLite Holdings, LLC extended their deadline to consummate a definitive merger agreement to April 15, 2021. Financial and strategic due diligence is underway.
March 15, 2021 01:47 ET | Source: FOMO CORP.
Chicago, IL, March 15, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM) is pleased to announce updates on its portfolio companies and corporate communications.
Purge Virus, LLC (https://purgevirus.com/), a wholly owned subsidiary:
Completion of six figure revenue disinfection technology project for ten (10) buildings at Navajo Tribal Park and Veterans Museum in Window Rock, Arizona. A case study may be accessed here: https://purgevirus.com/bipolar-ionization-case-study-highlights/Independence LED Lighting (https://independenceled.com/), a completed asset purchase:
New Grow Light account: Independence LED has had a multi-year relationship with an indoor farming company that focuses on basil production. They have ordered Independence grow lights for five different locations over the years and this recent request is to expand their farm in Maryland.Energy Intelligence Center (https://energyintelligencecenter.com/), a completed asset purchase:
On Wednesday March 10, EIC hosted the FIVE STAR SOLUTION webinar on Safe and Efficient Buildings. The 26-page presentation download and the 40-minute video recording may be accessed here:FOMO Corporate Communications Update:
As FOMO has grown, the interconnectivity of the holding companies within its clean technology “eco-system” has expanded. A newly established FOMO Corporate Communications Committee (F-C3) is charged with setting the protocols for all forms of public outreach including press releases, social media, and the Discord shareholder chat room. The F-C3 members include FOMO’s EVP of Corporate Development and Investor Relations, Wayman Baker, two of FOMO’s Strategic Advisors, Andrea Breaux and Charlie Szoradi (Purge Virus CEO), and two of FOMO’s consultants Dwain Scheck (https://schenckstrategies.com/) and John Conklin (https://www.linkedin.com/in/john-conklin-a3307b24/). F-C3 will meet weekly to prepare the outline of the upcoming communications activity to present to FOMO’s Advisory Board for review, guidance, and approval.
As a reflection of its commitment to shareholder communications and transparency, FOMO presented a summary of its corporate status on the shareholder call on March 10, 2021. A replay is being made available on the investor relations section of the Company’s website.
FOMO has also increased its branding exposure with the addition of new website addresses that link into the FOMO “gear” Shopify store. The website links align with the forthcoming updates on the gear for I GOT FOMO, I HAVE FOMO, FOMO SHAREHOLDER, and others.
Vik Grover FOMO CEO said: “FOMO is growing up right in front of your eyes. Stay tuned for more updates as we work to execute on announced letters of intent (“LOI’s”). We will always remain transparent for our stakeholders. We will take the world by storm.”
March 10. 2021 - FORM 8K - Current Report
https://m2compliance.com/hosting/company/ETFM/link_files/2021/03-10-2021/Form8-K(03-10-2021)FOMOCORP/Form8-K.htm
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 7.01. REGULATION FD DISCLOSURE
On March 10, 2021 at 4:00 PM CT, we will hold a shareholder call at: (203) 680-9095; passcode 698013. On March 9, 2021, we issued a press release regarding the March 10, 2021 shareholder call (attached hereto as Exhibit 99.1).
The information in this Current Report on Form 8-K with respect to Item 7.01 (including the Press Release attached hereto as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Presentation attached hereto as Exhibit 99.1 hereto).
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is incorporated by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | March 9, 2021 Press Release (Shareholder Call) |
March 9, 2021 - FORM 8K and 8KA
https://m2compliance.com/hosting/company/ETFM/link_files/2021/03-09-2021/Form8-KA(03-09-2021)FOMOCORP/Form8-KA.htm
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 7.01. REGULATION FD DISCLOSURE
Explanatory Note
On March 8, 2021, we filed a presentation deck that contained Scrivener’s Errors.
New Deck
On March 9, 2021, we posted a new deck (Exhibit 99.1 filed herein) on our website that corrects certain errors in the March 8, 2021 filed Presentation Deck and may be accessed at: www.fomoworldwide.com
The information in this Current Report on Form 8-K with respect to Item 7.01 (including the Presentation attached hereto as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Presentation attached hereto as Exhibit 99.1 hereto).
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is incorporated by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 99.1 | FOMO CORP. Presentation Deck – 03/09/2021 AMENDED |
https://m2compliance.com/hosting/company/ETFM/link_files/2021/03-09-2021/Form8-K(03-09-2021)FOMOCORP/Form8-K.htm
FOMO CORP. is referred to herein as “we”, “us”, or “us”
Item 1.01 Entry Into a Material Definitive Agreement
On March 6, 2021, we completed an Asset Purchase Agreement to acquire 100% of the assets of Energy Intelligence Center, LLC. We paid Energy Intelligence 125,000 Series B Preferred Shares and 50,000,000 Common Stock Warrants with 3-year exercise term and an exercise price one cent.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | March 6, 2021 Agreement with Energy Intelligence Center, LLC | |
| 99.2 | March 9, 2021 Press Release regarding Asset Purchase of Energy Intelligence Center, LLC |
Chicago, IL, March 09, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM) announces that it will hold an investor call on Wednesday, March 10, 2021 at 4:00 pm CT which will include a brief management discussion followed by Q&As submitted in advance to IR@fomoworldwide.com. Investors should also view the Company’s recently released presentation at https://www.fomoworldwide.com/investor-relations.
Dial-in Instructions: To access the call, please dial: (203) 680-9095. The passcode is: 698013
The call will be moderated by Mr. Christopher Aguele, Wealth Manager for American Strategic Advisors, email: christopher.aguele@lpl.com
Chicago, IL, March 09, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (https://www.fomoworldwide.com/ - US OTC: ETFM) is pleased to announce that it has acquired the assets of the Energy Intelligence Center, LLC (“EIC” - www.EnergyIntelligenceCenter.com). EIC provides an integrated suite of energy efficiency solutions for education, commercial, multi-family, healthcare, and industrial facilities through algorithmic software and the added benefits from strategic clean-tech partners. FOMO’s holdings, such as Purge Virus LLC (https://purgevirus.com/), work well in conjunction with EIC providing the combination of ventilation and clean indoor air that collectively create safe and energy efficient schools as well as other types of facilities. FOMO’s integrated solution is appropriate and timely given the recent developments with the COVID-19 Relief Bill.
EIC’s OptikW platform uses algorithmic software to optimize kilowatts at the “heart” of HVAC equipment. It leverages ambient conditions such as temperature, humidity, and dew point, to improve the performance of existing chillers and HVAC equipment.
Other portfolio companies and strategic partners are expected to drive demand for FOMO:
Purge Virus uses bipolar ionization to clean indoor air and reduce the requirements for as much outside replacement air, which FOMO owns.On the outreach front beyond the upcoming webinar (see below), three key first quarter developments may further provide EIC’s ongoing support for schools and businesses:
Social Media: On February 9th, EIC engaged with Seth Leitman, "Green Living Guy" for extensive social media marketing. Seth is a seasoned sustainability professional, electric car expert and green living guru, according to Fox Business News
Direct Marketing to Schools: On February 23rd, EIC’s sibling company within FOMO CORP., Purge Virus, engaged Demand Lead Generation (http://create-demand.com/) for outbound calls to prospective K-12 schools and business customers. The support sales materials specifically include references to energy savings in addition to improved indoor air quality (IAQ). This is an example of the “eco-system” synergy created within the FOMO CORP. holding companies.
Industry Recognition: On March 1st, Manufacturing Technology Insights (https://www.manufacturingtechnologyinsights.com/) magazine contacted EIC for a profile in their special edition on Industrial Cooling, which will run in their May 2021 issue to over 150,000 combined print and digital subscribers. On March 6th, the magazine interviewed EIC’s CEO for the profile, and his input included references to air quality solutions as well as energy savings.
Webinar:
Join EIC CEO Charlie Szoradi for a presentation detailing the energy conservation measures that make up the "Five Star Solution". Other Webinar Highlights: Insight into the future of next generation sustainable buildings with efficiency & improved IAQ. Information on the Biden administration funding to reduce COVID-19 & energy waste. How Energy Intelligence Center's solutions are available to end-users and strategic partners.
REGISTER for the Webinar here: https://register.gotowebinar.com/register/3158491600196700430
To be held: Wednesday, Mar 10, 2021 12:00 PM - 1:00 PM EST
For more information on the webinar content and the links to the Clean-Tech partners see: https://energyintelligencecenter.com/clean-tech-partnerships/
Said Charlie Szoradi, EIC CEO: “EIC’s OptikW platform is designed for remote management of large chiller plants and paves a path toward big data and energy analysis. We have been working diligently to align the best-of-breed technologies that provide proven results at affordable costs. In most cases the solutions have little or no upfront cost with performance compensation, which is ideal for our customers.”
Said Vik Grover, FOMO’s CEO: “This transaction completes a long effort to bring energy management solutions to our portfolio. Combining EIC with our partnership with OEM paves the way for us to become a clean building leader worldwide. Please attend the EIC webinar this week for further information.”
$1.9 trillion COVID-19 Relief Bill:
On Saturday, March 7th, the U.S. Senate passed the $1.9 trillion COVID-19 Relief Bill, which is to be submitted to the House of Representatives on Tuesday, March 9th. It includes $519 billion for state and local governments and schools. The Centers for Disease Control and Prevention (CDC) guidelines include improvements to ventilation, and each state and school district may have some discretion on spending from within the relief funding. The bill also includes sub-sets for specific types of facilities.
Energy Intelligence Center Updates:
EIC has added three new strategic relationships during the first quarter of 2021: Aircosaver, Jordan Energy, and JuiceBarEV. The links to these and the other partners are included on EIC’s Clean-Tech Partners page.
March 8, 2021 - FORM 8K
https://m2compliance.com/hosting/company/ETFM/link_files/2021/03-08-2021/Form8-K(03-08-2021)FOMOCORP(1)/Form8-K.htm
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 8.01 Other Events
On March 4, 2021, we appointed Andrea Breaux to our Advisory Board. Andrea Breaux is an executive at EcoLite Holding, LLC (“EcoLite”), which is the subject of a Letter of Intent to acquire EcoLite. In conjunction with the Advisory Board Appointment, Andrea Breaux will direct our social media platforms, among other consulting duties. We issued 20,000,000 three-year warrants to Andrea Breaux with a strike price of $0.01 and a three-year exercise term pursuant to a Advisory Board Agreement.
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is incorporated by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Breaux Advisory Board Agreement – 03/04/2021 | |
| 10.2 | FOMO CORP. Breaux Advisory Board Warrant – 03/04/2021 |
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 7.01. REGULATION FD DISCLOSURE
As of March 8, 2021, we posted on our website at www.fomoworldwide.com, a presentation deck regarding our present and future operations (the “Presentation Deck”).
The information in this Current Report on Form 8-K with respect to Item 7.01 (including the Presentation attached hereto as Exhibit 99.1 hereto) is being furnished pursuant to Item 7.01 of Form 8-K and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act. This current report on Form 8-K will not be deemed an admission as to the materiality of any information contained herein (including the Presentation attached hereto as Exhibit 99.1 hereto).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits. The following exhibit is filed with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Presentation Deck – 03-08-2021 |
Chicago, IL, March 05, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (US OTC: ETFM) is pleased to announce that its wholly owned subsidiary, Purge Virus LLC (https://purgevirus.com/), has signed a teaming agreement with Safely Opening Schools, LLP (“SOS”) to support the goals of parents, students, teachers, and administrators to safely reopen K-12 schools. The new Biden Administration and governors across the U.S. also seek to bring in-person learning back as practically possible. The teaming agreement is centered around mutual referrals and reselling of each company’s products and services to create comprehensive COVID-19 mitigation solutions.
Purge Virus provides ventilation and indoor air quality improvement via economizers and energy recovery ventilators plus portable disinfection devices and in-duct ultraviolet and bipolar ionization that meet the Centers for Disease Control and Prevention (CDC) guidelines. The Purge Virus disinfection technology also meets Underwriters Laboratories (UL 867 and UL 2998) standards for zero ozone and ultraviolet (UV-C 243.7 nm) is proven to inactivate pathogens.
SOS provides comprehensive solutions such as advanced digital screening as well as proposed medical units with “safe” zones for school nurses and isolation areas. SOS’s strategic partner, Draganfly, Inc. (US OTC/DFLYF; https://finance.yahoo.com/quote/DFLYF?p=DFLYF&.tsrc=fin-srch), offers state-of-the art digital screening and drone technology. Draganfly recently announced the agreement to become the exclusive supplier of drones for Woz ED, Steve Wozniak‘s education company.
See the March 2nd announcement here: https://www.valuethemarkets.com/2021/03/02/draganfly-sign-exclusive-deal-with-apple-cofounder-steve-wozniak/). One of Draganfly’s services includes disinfection of school athletic venues and seating through Varigard spray sanitization.
See: https://www.youtube.com/watch?v=38XdFUfm9-A. Plus, here is a video highlighting Draganfly’s solutions and partnership with the SOS program, related to its proprietary Vital Intelligence Technology: https://youtu.be/IN82B9zJ1FI
Purge Virus shipped disinfection devices to Health Hero Florida, another SOS strategic partner, for inclusion in its mobile COVID vaccination program recently announced by Governor Ron DeSantis on March 4, 2021.
Liberty Duke, Executive Director, Safely Opening Schools, said, “As America seeks to open schools as safely and quickly as possible, we are pleased to partner with Purge Virus to reinforce our comprehensive SOS offerings. The Purge Virus team has been highly responsive, and their knowledge, experience, and technologies are appreciated as we all work to reduce the spread of COVID-19.”
Charles Szoradi, CEO of Purge Virus. “Our Purge Virus team is excited to work with SOS and Draganfly. Their human capital and technologies are best-in-breed. We see tremendous synergies between our companies to help reopen schools, keep schools open as the COVID-19 variants persist, and help other types of facilities operate safely during and beyond COVID-19.”
FOMO CORP. is referred to herein as “we”, “us”, or “us”
Item 1.01 Entry Into a Material Definitive Agreement
On March 4, 2021, we executed a Strategic Agreement with Online Energy Manager, LLC (“OEM”) whereby OEM granted us a 2 year non-exclusive right to license ECORE-CI, which includes OEM’s patent for “Central Cooling and Circulation Management Systems. For those ECORE projects that we take responsibility for delivery, we will pay OEM a license fee of 7.5% of the gross revenue per project. For those ECORE projects that we refer to OEM, OEM shall pay us a profit sharing payment equal to 15% of adjusted gross revenue.
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is incorporated by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. OEM Strategic Agreement FINAL – 03/04/2021 |
FOMO CORP. is referred to herein as “we”, “us”, or “us”
ITEM 8.01 Other Events
On March 4, 2021, we appointed Dilip Limaye, founder and owner of Online Energy Manager @ https://www.oem.us.com, to our Advisory Board to join our other advisory board members who are technology executives and strategic consultants in the smart lighting, disinfection, energy management and HVAC services industries. We issued 20,000,000 three-year warrants to Dilip Limaye with a strike price of $0.01 as compensation. .Dilip Limaye’s Curriculum Vitae is attached hereto as Exhibit 10.3.
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is incorporated by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Dilip Limaye Advisory Board Agreement – 03/04/2021 | |
| 10.2 | FOMO CORP. Dilip Limaye Advisory Board Warrants – 03/04/2021 | |
| 10.3 | Dilip Limaye Curriculum Vitae |
Chicago, IL, March 05, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (US OTC: ETFM) is pleased to announce that its wholly owned subsidiary, Purge Virus LLC (https://purgevirus.com/), has signed a teaming agreement with Safely Opening Schools, LLP (“SOS”) to support the goals of parents, students, teachers, and administrators to safely reopen K-12 schools. The new Biden Administration and governors across the U.S. also seek to bring in-person learning back as practically possible. The teaming agreement is centered around mutual referrals and reselling of each company’s products and services to create comprehensive COVID-19 mitigation solutions.
Purge Virus provides ventilation and indoor air quality improvement via economizers and energy recovery ventilators plus portable disinfection devices and in-duct ultraviolet and bipolar ionization that meet the Centers for Disease Control and Prevention (CDC) guidelines. The Purge Virus disinfection technology also meets Underwriters Laboratories (UL 867 and UL 2998) standards for zero ozone and ultraviolet (UV-C 243.7 nm) is proven to inactivate pathogens.
SOS provides comprehensive solutions such as advanced digital screening as well as proposed medical units with “safe” zones for school nurses and isolation areas. SOS’s strategic partner, Draganfly, Inc. (US OTC/DFYLF; https://draganfly.com/), offers state-of-the art digital screening and drone technology. Draganfly recently announced the agreement to become the exclusive supplier of drones for Woz ED, Steve Wozniak‘s education company.
See the March 2nd announcement here: https://www.valuethemarkets.com/2021/03/02/draganfly-sign-exclusive-deal-with-apple-cofounder-steve-wozniak/). One of Draganfly’s services includes disinfection of school athletic venues and seating through Varigard spray sanitization.
See: https://www.youtube.com/watch?v=38XdFUfm9-A. Plus, here is a video highlighting Draganfly’s solutions and partnership with the SOS program, related to its proprietary Vital Intelligence Technology: https://youtu.be/IN82B9zJ1FI
Purge Virus shipped disinfection devices to Health Hero Florida, another SOS strategic partner, for inclusion in its mobile COVID vaccination program recently announced by Governor Ron DeSantis on March 4, 2021.
Liberty Duke, Executive Director, Safely Opening Schools, said, “As America seeks to open schools as safely and quickly as possible, we are pleased to partner with Purge Virus to reinforce our comprehensive SOS offerings. The Purge Virus team has been highly responsive, and their knowledge, experience, and technologies are appreciated as we all work to reduce the spread of COVID-19.”
Charles Szoradi, CEO of Purge Virus. “Our Purge Virus team is excited to work with SOS and Draganfly. Their human capital and technologies are best-in-breed. We see tremendous synergies between our companies to help reopen schools, keep schools open as the COVID-19 variants persist, and help other types of facilities operate safely during and beyond COVID-19.”
Chicago, IL, Feb. 25, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (US OTC: ETFM) is pleased to announce it has signed an agreement with Clean Peak Energy Group, LLC (CPE - https://cleanpeakenergy.us/), a Stamford, CT-based company that focuses on using a building’s existing thermal mass and air conditioning systems to create energy storage and reduce building related CO2 emissions. The agreement includes a profit-sharing structure generated from projects, referred by FOMO, that adopt CPE solutions. CPE, which also provides electric supply pricing for commercial customers, will additionally enable FOMO to offer customers competitive electric supply through CPE, in States where competitive electric choice is available. Through CPE’s advanced energy storage technology, facilities can save on energy costs with zero capital construction cost. This opportunity is in addition to other programs that FOMO can provide to its customers though its various subsidiaries and strategic relationships.
CPE’s patented solution uses the thermal mass within a building’s envelope and interior mass as energy storage. CPE takes advantage of cooler nighttime temperatures and air conditioning efficiency to store electricity, converted into cooled air, stored in the building’s mass and available to reduce demand, consumption and costs during more expensive peak energy costs.
According to the U.S. Department of Energy (https://www.energy.gov/sites/prod/files/2017/03/f34/qtr-2015-chapter5.pdf), more than 76% of all U.S. electricity use and more than 40% of all U.S. energy use and associated greenhouse gas (GHG) emissions are associated with providing comfortable, well-lit, residential and commercial buildings. Saving energy in buildings translates directly into saving money, which are keys to economic recovery as well as long-term sustainability.
“We are pleased to participate with FOMO CORP to offer their customers and companies access to CPE’s advanced energy storage and management technology and customer electricity supply programs,” said Ed Levene, Clean Peak Energy Group, LLC CEO.
Said Vik Grover, FOMO CORP. CEO, “This strategic relationship with CPE further reinforces FOMO’s growing ‘eco-system’ of clean technology products and services to help building owners and operators reduce operating costs with safe and energy-smart facilities during and following the COVID-19 pandemic. We are also reviewing investment in CPE.”
Chicago, IL, Feb. 24, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (US OTC: ETFM) is pleased to announce that it has signed a letter of intent (LOI) to acquire the assets of the Energy Intelligence Center, LLC (“EIC” - https://energyintelligencecenter.com/), a U.S. solutions provider for energy efficient buildings. This LOI follows FOMO’s 8-K filing on February 16, 2021, specifically relative to FOMO licensing the patent of Online Energy Manager, LLC (OEM) and FOMO’s option to purchase OEM. EIC and OEM are strategic partner companies, and these two recent developments set the stage to further position FOMO in 2021 as a clean energy technology company within the growing “Clean-Tech” and smart building marketplace.
FOMO’s prior asset acquisition of Independence LED Lighting, LLC (https://independenceled.com/) and Purge Virus, LLC (https://purgevirus.com/) serve as excellent complements to EIC for next generation clean air and energy efficient buildings. According to a recent survey by Smart Cities (https://www.smartcitiesdive.com/ex/sustainablecitiescollective/market-energy-efficiency-360-billionyr-and-bigger-renewables/1001556/), the global market for energy efficiency is $360 billion/year.
EIC was formed in 2019, and brings many benefits to FOMO including:
License to use proven and patented technology;In addition to the benefits above, EIC has leveraged its OptikW brand (https://energyintelligencecenter.com/optikw/) for the “platform” of solutions that include artificial intelligence (AI) for air conditioning and refrigeration https://energyintelligencecenter.com/ai-rd/.
Said Charlie Szoradi, EIC CEO: “As a sustainability professional for the past three decades, I am pleased that FOMO sees the value of including EIC along with FOMO’s other current holdings and planned acquisitions. I applaud Vik Grover and the FOMO Advisory Board for seeing that smart, healthy, and energy efficient buildings are a critical part of our sustainable future.”
Said Vik Grover, FOMO, CEO: “FOMO continues to position itself with a growing clean energy technology business. Our team welcomes the inclusion of the Energy Intelligence Center among the growing constellation of holdings and strategic partnerships.”
As consideration for the acquisition, with a 30-day due diligence period, FOMO will issue EIC 125,000 Series B Preferred Shares, convertible to 125 million common shares plus 50 million warrants, with a three (3) year term and performance criteria for allocation to members of the EIC team. This allocation of warrants with performance criteria is a key motivator for EIC to drive growth and increase the value of FOMO.
Chicago, IL, Feb. 23, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (US OTC: ETFM) is pleased to announce that EcoLite Holdings, LLC and SmartGuard Energy, LLC have recently closed major contracts. Both companies have signed a Letter of Intent for acquisition by FOMO.
EcoLite LED (https://www.ecoliteled.com/) has recently been awarded a Phase 1 $550,000 turnkey lighting retrofit contract with Bernhard MCC, LLC, a subsidiary of Bernhard Energy, LLC. EcoLite will provide all labor & LED new/retrofit indoor fixture solutions for the East Alabama Medical Center in Opelika, Alabama. The project is scheduled to commence on March 8, 2021, and the anticipated time for completion is four weeks.
Lux Solutions (https://www.luxsolutions.com/), a division of SmartGuard Energy, offers five different types of patented UV fans which disinfect and clean the air in enclosed spaces. The US Naval Base at San Diego, after extensive vetting, has placed an initial order, worth $66,000, for 30 of the UV-light, air disinfecting fans for use at its indoor administrative facilities under the Navy's small business initiative program. Additional follow-on orders are currently being negotiated.
Said John Kelly, CEO of EcoLite Holdings, LLC: "This is EcoLite's first strategic partnership with Bernhard utilizing the "Lighting as a Service" model, and we are looking forward to working together on similar projects throughout the US for many years to come."
Hank Geier, Executive Chairman of SmartGuard-Solutions, LLC, commented: “SmartGuard Energy believes that the UV fans, as well as the UV-light disinfecting cabinets, which are used to disinfect school supplies and other materials, will be important to safely reopening schools. Accordingly, SmartGuard is gearing up for an extensive marketing program targeting schools for these products, particularly in light of the New Administration’s proposed $130 Billion stimulus package for school reopening.”
Said Vik Grover, CEO of FOMO CORP: “These sales demonstrate the value of the FOMO ecosystem and the growth potential of these businesses. We are in due diligence on these transactions and expect to close them.”
Item 1. Security and Issuer.
This Schedule 13D relates to Series B Preferred shares of FOMO CORP. The address of the principal executive office of FOMO CORP. is 1 E Erie St, Ste 525 Unit #2250, Chicago, IL 60611. Its phone number is ?(630) 286-9560 and its website is www.fomoworldwide.com.
Item 2. Identity and Background.
This Schedule 13D is filed by Dilip Limaye, Managing Member of Online Energy Manager, LLC (“OEM”), previously an investor in Independence LED, LLC (“ILED”), a technology Company 100%-owned by Charles Szoradi, CEO of Purge Virus, LLC (“PV”), a 100%-owned subsidiary of FOMO CORP. Dilip Limaye is also an investor in Energy Intelligence Center, LLC (“EIC”), whose sole member if Charlie Szoradi.
During the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item 3. Source or Amount of Funds or Other Consideration.
On August 20, 2020, FOMO CORP. entered into a Letter of Intent (“LOI”) between the Company and Charles Szoradi pursuant to which FOMO CORP. agreed to purchase, subject to the terms and conditions set forth therein, 100% of the Member Interests of Purge Virus, LLC from Charles Szoradi for a total purchase price of two million (2,000,000) Series B Preferred shares of FOMO CORP. A non-refundable deposit of 160,851 Series B Preferred shares was made to Szoradi on September 3, 2020. The Company and Szoradi executed a Definitive Purchase Agreement (the “Purchase Agreement”) for the transaction on September 29, 2020 and closed the transaction on October 19, 2020. On that date, FOMO CORP. issued Szoradi the balance of 1,839,149 Series B Preferred shares due as per the Purchase Agreement. On December 21, 2020, Dilip Limaye exercised his rights under the provisions of a Note for a May 15, 2019 loan to ILED and demanded payment of $500,000 cash from ILED and Szoradi. To resolve all differences and lay the foundation for a potential future partnership between ILED, OEM, PV and FOMO CORP., Szoradi purchased the Note from Limaye for consideration of 450,000 Series B Preferred shares on December 21, 2020.
As announced in a definitive agreement on Mach 6, 2021 between FOMO CORP. and Energy Intelligence Center, LLC (“EIC”) and under a settlement agreement between EIC and OEM (above), OEM was issued 75,000 Series B Preferred Shares of FOMO.
Mr. Limaye for investment purposes owns 500,000 Series A Preferred Shares of FOMO which is 9.1% of the Series A Preferred Class.
Item 4. Purpose of Transaction.
Investment
Item 5. Interest in Securities of the Issuer.
500,000 Series A Preferred shares, representing 9.1% of the class.
525,000 Series B Preferred shares, representing 7.0% of the class.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None
Item 7. Material to Be Filed as Exhibits.
Limaye – Independence LED, LLC Loan Settlement Agreement – December 21, 2020*
FOMO CORP. EIC Asset Purchase – March 6, 2021
*Incorporated by reference for Form 13D filed December 31, 2020.
| CUSIP No. 90214L106 | 13D | Page 3 of 4 Pages |
ITEM 8.01 Other Events
FOMO CORP. (“FOMO”) has agreed in principle to acquire the assets of Energy Intelligence Center LLC @ www.energyintelligencecenter.com. The transaction would further propel FOMO into the clean energy market with an online energy management system generating big data. A formal transaction document is expected to be signed by all parties shortly and will be filed with a subsequent amendment to this form.
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is filed by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Energy Intelligence Center Letter of Intent – February 22, 2021 |
ITEM 3.02 Unregistered Sale of Securities
FOMO CORP. (“FOMO”) has closed a private placement of $200,000.00 in Series A Preferred Stock at $0.10 per share with accredited investors. Placement documents including a term sheet, securities purchase agreement (“SPA”) and associated warrant agreement are attached herewith.
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is filed by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Series A PIPE Term Sheet | |
| 10.2 | FOMO CORP. Series A PIPE Securities Purchase Agreement (SPA) | |
| 10.3 | FOMO CORP. Series A PIPE Warrant |
ITEM 8.01 Other Events
FOMO CORP. (“FOMO”) has signed a strategic partnership with Clean Peak Energy Group, LLC (“CPE”) to offer CPE’s patented energy management solution to non-residential real estate. Both parties are discussing mutual investment. The contract further vaults FOMO and CPE into the clean building marketplace targeting the Biden Administration’s four million building goal. Terms are herewith attached.
Item 9.01. Exhibits
(a) Exhibits. The following exhibit is filed by reference with this Current Report on Form 8-K:
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Clean Peak Energy Strategic Partnership – February 22, 2021 |
ITEM 8.01 Other Events
FOMO CORP. (“FOMO”) issued the following press release on Friday, February 19, 2021 announcing a letter of intent (“LOI”) to partner with Online Energy Manager, LLC. The potential transaction would vault FOMO into the clean energy market by allowing the Company to offer energy management software/solutions to non-residential buildings - commercial and government - alongside disinfection products and services, smart lighting and HVAC installation as a “one-stop shop”.
FOMO CORP. SIGNS LOI WITH ONLINE ENERGY MANAGER, LLC FOR SMART BUILDING MANAGEMENT
Chicago, IL, February 19, 2021 - FOMO CORP. (US OTC: ETFM) is pleased to announce that it has signed a Letter of Intent (LOI) with Online Energy Manager, LLC (“OEM” - https://www.oem.us.com/), an international solutions provider of algorithmic software solutions for commercial building energy optimization. This LOI further establishes FOMO as a clean energy technology company within the growing “Clean-Tech” and smart building marketplace.
Established in 2008, OEM owns the patent Central Cooling and Circulation Energy Management Control System (Patent No. 8660702B2), granted by the U.S. Patent and Trademark Office (USPTO) in 2014. OEM’s trademarked Efficient Cooling and Refrigeration (ECORE-CI®) platform is based on this patented technology and serves as the foundation for OEM’s solutions that dynamically manage Heating, Ventilation, and Cooling (HVAC) systems, using non-disruptive and warranty-compliant implementation and connect to existing Building Management Systems to make facilities smarter and more energy efficient. Moreover, these solutions do not require replacing existing HVAC systems. A leading business consulting firm, that specializes in technology-based market research and analysis, assessed OEM’s patent and business model and estimated the risk-adjusted Net Present Value (rNPV) at between $17.2 and $62.4 million.
The ECORE Platform has been installed in nine Leadership in Energy and Environmental Design (LEED) Platinum hotels of the Starwood Group, as well as many other commercial properties including hotels and office buildings, all of which have resulted in HVAC system energy and cost savings of 20 to 35% with less than a three-year payback. ECORE also optimized a massive District Cooling Plant in the Middle East, which has installed cooling capacity of 25,000 tons (10 large chillers, each with 2,500 tons). That project yielded annual energy savings of over 15 million kilowatt hours and cost savings of $600,000. OEM offers clients an option to pay for ECORE from a share of the achieved savings, thereby minimizing or eliminating up-front costs. The low up-front costs and payments from savings provide an attractive option for customers, given the current economic challenges of COVID-19. As the world faces the continuing challenges related to climate change, reducing energy consumption is also a powerful means to reduce CO2 for long-term sustainability.
With the recent FOMO/OEM LOI, signed February 15, 2021, FOMO now has the following competitive advantages in the Clean-Tech marketplace:
| ? | Use of the OEM case studies and marketing materials to attract and engage customers. | |
| ? | License to use the OEM intellectual property to directly implement projects, where FOMO chooses to use engineers and programmers to directly service customers. | |
| ? | 15% profit sharing on OEM’s top line revenue for customer accounts where FOMO and its network of holdings may choose to direct projects to OEM for energy saving implementations. | |
| ? | Two (2) year option to purchase 19.9% of OEM for $2 million. | |
| ? | Three (3) year option to purchase OEM for $10 million. |
For consideration of these advantages, FOMO has provided OEM with a five (5) year warrant to acquire 100 million common shares of FOMO CORP. at an exercise price of $0.01.
Dilip Limaye, OEM CEO, remarked: “We are pleased to engage with FOMO given its growing ‘eco-system’ of companies in the clean technology sector that offer complementary technologies, such as energy efficient lighting and clean indoor air that reduce HVAC maintenance costs and increase performance. Given that FOMO’s holdings have significant client lists, our OEM team looks forward to capitalizing on the synergies that will create next-generation smart and efficient buildings.”
Chicago, IL, Feb. 22, 2021 (GLOBE NEWSWIRE) -- FOMO CORP. (US OTC: ETFM) is pleased to announce that it has launched Indoor Air Quality (IAQ) as-a-Service (IAQaaS) to help schools, businesses and the government reopen. Many facility owners and operators seek improved IAQ, but they have cash flow constraints that limit their ability to make upfront payments for needed ventilation upgrades or disinfection equipment and installations. IAQ is commonly referenced across the heating, ventilation, and air conditioning (HVAC) marketplace, and the combination of ventilation and disinfection are part of the Centers for Disease Control (CDC) guidance to help reduce the spread of COVID-19. School administrators and business owners have often taken advantage of Software as-a-Service (SaaS) to “pay as you go,” and FOMO’s IAQaaS initiative now provides the same economic benefits.
One of FOMO’s planned acquisitions, SmartGuard Energy, LLC, pioneered Lighting as-a-Service (LaaS) to retrofit and finance installations at more than 300 buildings in the U.S. and Puerto Rico. Many of these accounts may welcome IAQaaS. Another one of FOMO’s planned acquisitions, EcoLite Holdings LLC, has numerous accounts that may also welcome improved indoor air quality through IAQaaS. FOMO is proactively offering this business model through its wholly owned subsidiary, Purge Virus, LLC.
Detailed information is available at https://purgevirus.com/iaq-as-a-service and additional documentation may be downloaded at https://purgevirus.com/wp-content/PURGE-VIRUS-IAQ-as-a-Service-Indoor-Air-Quality-through-proven-Bipolar-Ionization-2021-02-19.pdf
The economic advantages for IAQ as-a-Service customers are concomitant with the economic advantages for FOMO via monthly recurring revenue (MRR), creating a win-win. The margins for MRR often exceed the one-time payment for technology, which elevates the valuation of FOMO and its wholly owned subsidiaries, such as Purge Virus.
Said Charlie Szoradi, Purge Virus CEO, “We have met with many prospective customers that did not have the financial means to pay for the disinfection technology that they wanted. Now, with the FOMO IAQ as-a-Service, we can empower them to utilize state-of-the-art technology without the upfront cost burden. Purge Virus will align the most appropriate technology to existing HVAC systems, and customers can gain the benefits for a monthly service fee.”
Remarked John Kelly, Managing Member of EcoLite Holdings LLC: “We have been watching the market unfold for disinfection, and IAQaaS is a game-changing and powerful new paradigm to give our current and prospective customers an affordable way to improve their indoor air quality.”
Bill Butler, CEO of SmartGuard-Solutions, commented: “The Lighting as-a-Service model has revolutionized the lighting industry and dramatically increased our sales making LED retrofits more affordable across all industries. Our zero upfront cost and full turn key approach makes it hassle free.”
Said Vik Grover, FOMO CORP. CEO “As an incubation and acceleration company, FOMO is pleased to provide IAQ as-a-Service to help customers and create added value for our shareholders with monthly recurring revenue. We look forward to the market response, and we were inspired by early software pioneers who saw dramatic revenue increases in the adoption of their technologies with their Software as-a-Service offerings.”
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Independence LED Lighting, LLC Asset Purchase Agreement – 02/12/2021 |
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. OEM Letter of Intent – 02/15/2021 | |
| 10.2 | Online Energy Manager, LLC Valuation Deck |
| ? | 2,000,000 Restricted 1% Series B Preferred Shares with a market valuation of $6,000,000; |
| ? | $3,000,000 cash; |
| ? | $3,000,000 one-year seller note adjusted for net debt of SGE at closing, and; |
| ? | For each of the three years following the closing of this planned transaction, FOMO will make an additional payment to the principals of SGE whenever the sales of SGE made at regular margins exceed an annual baseline of $13,381,047. The amount of each payment will be computed at 10% of the excess of actual sales exceeding the baseline and will be paid in equity valued at the trailing 30-day average of FOMO’s share price. |
| FOMO CORP. | ||
| Date: February 8, 2021 | By: | /s/ Vikram Grover |
| Vikram Grover | ||
| Chief Executive Officer | ||
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. Independence LED Lighting, LLC Extension – February 7, 2021 |
| Exhibit No. | Description | |
| 10.1 | Purge Virus SmartGuard Sales Agreement – January 24, 2021 |
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. AGILE Technologies Group, LLC Press Release – January 20, 2021 |
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. AGILE Technologies Group, LLC Press Release – January 20, 2021 |
| Exhibit No. | Description | |
| 10.1 | FOMO CORP. GS Capital $205,000 Debenture – January 20, 2021 | |
| 10.2 | FOMO CORP. GS Capital Warrant Agreement – January 20, 2021 |
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