FOMO WORLDWIDE PROVIDES INVESTOR UPDATE; CALLS OUT FINRA; WILL CANCEL REVERSE SPLIT IF FINRA RULE 6490 REVIEW NOT CONCLUDED BY 02/26
Pittsburgh, PA, Feb. 20, 2024 (GLOBE NEWSWIRE) -- FOMO WORLDWIDE, INC. (US OTC: FOMC) herein provides an investor update for recent business developments and FINRA’s over nine month Rule 6490 review process for corporate actions filed May 2, 2023. The Company has entered into discussions to acquire a clean fuel technology products and services business and has appointed two seasoned business executives with technology, telecommunications, and energy industry experience to its Advisory Board to steer FOMO into a new chapter.
FINRA Corporate Actions Update
After over eight months of comments and questions, FOMO’s 15c211 was cleared by FINRA on February 7, 2024 restoring solicited quotes for our common shares. Our proposed new ticker “IGOT” was reserved with NASDAQ on December 13, 2023. The Company’s name “FOMO WORLDWIDE, INC.” from “FOMO CORP.” was completed on November 9, 2022 in our former state of incorporation California and on the SEC’s EDGAR system around that date. Our redomicile to Wyoming from California through a short-form merger into and with our wholly owned subsidiary by the same name was stamped by the Secretary of State of Wyoming on November 22, 2023, and our predecessor corporation in California was dissolved on or around that date. Our CUSIP has been changed to Wyoming and is on its sixth reminder for activation by CUSIP Global Services. A 1-100 reverse split of common shares and proportionate adjustments of the conversion ratios of our Series A – B - C Preferred stock classes were stamped by the Secretary of State of Wyoming on November 28, 2023 with certificates of determination for all classes of Preferred stock stamped on January 17, 2024.
Management Calls Out FINRA to Complete its Rule 6490 Reviews; Will Cancel Reverse Split if not Completed or a Binding Timeline is not Provided by FINRA by Close of Business February 26, 2024
Our Board of Directors and control Shareholder have resolved to cancel the 1-100 reverse split if FINRA is unable to complete its Rule 6490 review, provide a firm date for completion of its Rule 6490 review, or define binding final comments/changes in order to complete its Rule 6490 review of the reverse split corporate action by the close of business February 26, 2024. Further, we have requested that FINRA complete its Rule 6490 reviews of our ticker change, name change, and redomicile immediately. We believe we have met every requirement for all corporate actions at the state, federal, and regulatory levels by providing hundreds of files and thousands of pages of documentation, filings, shareholder lists, loan agreements, contracts, resolutions, exhibits, emails, and other.
Management believes FINRA is unreasonably withholding completion of its Rule 6490 reviews of FOMO’s corporate actions. FINRA refuses to identify any further or final comments nine months since we initiated the corporate actions, several months since we mailed our qualified DEF 14C to shareholders, and over one month since we replied to their latest comments. FINRA has been generally unreachable and typically does not return calls or emails from management, advisors, or even SEC counsel and shockingly manages the entire OTC corporate actions process for 10,000 issuers using one global email account.
Management believes many of FINRA’s recent comments are immaterial or technical in nature. For example, FINRA asked management to explain the difference between an invoice and an estimate, explain the difference between an Advisory Board and a Board of Directors, clarify how a reverse split and proportionate adjustment in conversion ratios of preferred shares does not impact voting rights of shareholder classes, prove that our CEO met with Pittsburgh’s Mayor Gainey despite his 54-year history in his hometown, confirm our subsidiary was pitching K12 schools solar power projects despite our SST subsidiary’s 27 year history of business with 190 K12 school districts, provide our shareholder and options ledger repeatedly, and backup every slide in our investor presentation and all SEC filings in 2023.
While management files SEC documents and State reports under penalty of felony perjury, and the SEC and Secretaries of State accept those filings as truthful, FINRA takes the opposite viewpoint and appears to believe everything an OTC issuer files is false until proven true. FOMO believes FINRA’s meandering piecemeal process and dysfunctional culture are unreasonable and a potential violation of the Constitutional rights of FOMO and its stakeholders to conduct business free from undue government interference. Altogether, FINRA is preventing FOMO from accessing the capital markets due to refusal to complete Rule 6490 reviews of our corporate actions, a requirement of certain investors, and therefore has caused irreparable damage to our corporation, our stakeholders, our subsidiaries, and our operations that require capital. As a result, having exhausted all options, we are now assessing our legal remedies as a stand-alone plaintiff or part of a class action lawsuit against FINRA.
Against this backdrop, FOMO and its affiliates are preparing a social network for OTC issuers and their management teams, Boards of Directors, shareholders and creditors at / to evoke change at FINRA.
Business Update – Pivot Underway
Separately, we are updating investors on holding company disclosure items and subsidiary developments including SMARTSolution Technologies, Inc., Diamond Technology Solutions, LLC, and Energy Intelligence Center LLC.
On January 4, 2024, Thermo Communications Funding, LLC (“Thermo”) defaulted us and our subsidiary SMARTSolution Technologies, Inc. (“SST”) and terminated its senior secured asset backed lending agreement executed with us on February 28, 2022. We are working with Thermo to improve our collections and remittance processes, finance ongoing customer orders, and fund critical payables and expenses including payroll necessary to complete projects. 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. Discussions between SST, Thermo, and our primary vendor are underway, and we expect a foreclosure by March 31, 2024. We anticipate the foreclosure will offset certain monies due to Thermo and eliminate substantial unsecured debt and non-critical accounts payable. As a result of the foregoing, we have instructed our accountants to carry SST as a discontinued operation to be held for sale, wind-down, or liquidation. There are no assurances negotiations will be successful or that we will successfully divest SST to Thermo or a third party. We intend to remove SST from our holding Company in order to focus on other growth opportunities.
On January 26, 2024, Aurous Financial terminated its purchase order (“PO”) loan facility with our subsidiary SMARTSolution Technologies, Inc. which we had previously used to finance backlogged equipment orders since its activation in August 2023. Aurous indicated that it was no longer a fit for their organization as order sizes for equipment plus 10% excess payments against past due balances to our primary vendor were not a fit for their business model. We currently have a zero balance with Aurous Financial and there are no disagreements between Aurous, Thermo, or SST related to the PO line.
On February 6, 2024, we dissolved our wholly owned subsidiary Energy Intelligence Center LLC. We have assigned EIC’s assets including inventory in the LED, air disinfection, HVAC software, trade names, contractual agreements, and other items to our wholly owned subsidiary Diamond Technology Solutions, LLC. We intend to continue offering clean technology products and services including solar power plants to K12 schools in the footprint of our SST business including 190 school districts in OH, PA, and WV. Substantial federal and state stimulus funding including tax incentives are available to K12 that provide a significant revenue opportunity for clean tech in our region.
Negotiating Clean Fuel Technology Company Acquisition
We have entered into discussions and submitted a letter of intent (“LOI”) to acquire a provider of clean fuel technology products and services founded in 2007 that targets public markets (e.g., K12 schools), private markets (e.g., trucking/transportation), railway markets, shipping markets (barge, tugboat, global shipping), military markets, and global markets (via license). The target’s technology has been proven to reduce fuel consumption, greenhouse emissions, noxious gases, machine maintenance expenses and downtime, and the negative economic health impact of pollution. For branding purposes, we have purchased the URL’s , , , and . Management is meeting the business’ founder and management on February 21-22, 2024 at their headquarters. We plan to announce progress on our analysis and negotiations on or around February 27, 2024. The proposed transaction for Phase 1 of the transaction – North America - is not a change of control and protects our nearly $20 million tax shields or almost $0.001 per common share. Ultimately, when the business achieves milestones, we have proposed to fold in the rest of the world and the target’s patent portfolio, either as a FOMO business or spin-out/spin-off IPO to our thousands of shareholders. There are no assurances we will be successful in negotiating, financing, or completing a transaction with the target by then or in the future.
A video discussing the clean fuel technology opportunity is available at the following link:
Advisory Board Appointments
To advise on our business plans and enhance shareholder value, we have appointed two executives with substantial business experience and technology vision/knowledge to our Advisory Board:
Joshua F. Koch has been Founder, Chairman of the Board, Chief Innovation Officer, of EcoChem Alternative Fuels LLC (“EAF”; ), a provider of clean fuel technology products and services, since 2007. A driven entrepreneur, inventor and author, in 2011, Mr. Koch led the company’s concept to commercialization efforts to create EAF’s patented fuel re-refinement technology and the brand known as High Performance Clean Diesel (“HPCD®”). Additionally, he developed a pilot “Licensing Program” for fuel distributors (Jobbers) successfully producing millions in gross revenues. In 2014, Mr. Koch authored the “Clean Fuel for Cities & Schools Initiative”, whose purpose was to create a community of likeminded, forward thinking government fleets to mitigate risk, reduce cost and share experiences with the program. The initiative was credited for millions in savings and reduced over 20,000,000 lbs. of pollution for Ohio Schools. Also in 2014, he formed High Performance Innovations for the development of patents and equipment manufacturing. Mr. Koch holds multiple patents and more pending and focuses on AI, BIG DATA, predictive and prescriptive analytics, wearable technology, health and longevity technology, gauss field and resonance frequency technology. From 2015 through 2017, Mr. Koch led the efforts to secure grants for testing and commercialization of additional product applications. As a result, in 2018 he engaged the Ohio State University - Center for Design and Manufacturing Excellence for the development of the Company’s latest product - The HPCD ® Smart Fuel & Fleet Station™. Mr. Koch has access to 17 national labs across the country along with multiple universities for the purpose of technology transfer opportunities and has developed or participated in numerous public private partnerships and served on multiple Boards of Directors.
John S. Bolus has been President & Chief Executive Officer, Board Member of EcoChem Alternative Fuels LLC (“EAF”; ), a provider of clean fuel technology products and services, since 2020. Mr. Bolus is a seasoned entrepreneur and C-Suite executive with 30 years’ business experience in domestic and international markets. Prior to joining EAF, Mr. Bolus founded VidaCom Group in June of 2007 and served as Chief Executive Officer, where he established its Brazilian subsidiary IVAS Brasil to market VoIP services, IP/data services and video streaming to Brazilian businesses and Catholic Church entities. VidaCom Group was sold in 2014 to a large Brazilian Telecom operator. In 1998, Mr. Bolus co-founded Millennium 3 Communications (“M3COM”), which grew into an international firm with offices in Asia, Europe and the U.S., dealing in the sale and leasing of trans-Pacific and trans-Atlantic undersea fiber optic cable and related services. While he was President and Chief Executive Officer, the Company was able to build significant relationships and agreements with government-controlled and private telecommunications entities throughout Asia. Before founding M3COM, he was Chief Executive Officer of Teton Telecommunications, a privately owned consulting firm and an independent broker of telecommunications products and services. Teton Telecommunications served over 40 different agent organizations throughout the United States with agreements covering several telecommunications products and services that helped produce an 800% return on investment. Prior to Teton Telecommunications, Mr. Bolus served as a Director, President and Chief Operating Officer of Phonetel Technologies, a payphone and operator service company that eventually went public. During his tenure at Phonetel, Mr. Bolus was able to double the company’s revenue through a base of 26 agents and increase shareholder value by 400%. Additionally, Mr. Bolus co-founded and was Executive Vice President of Washington D.C.-based Cleartel Communications, Inc., one of the first companies to compete with AT&T in the operator services market.
Both Mr. Koch and Mr. Bolus have been appointed to three-year Advisory Board terms and issued 40,000,000 common stock purchase warrants with an exercise price of $0.0005 and a three-year expiration. Mr. Koch and Mr. Bolus join current Advisory Board members Dilip Limaye, a businessperson and entrepreneur who advises the World Bank and is consulting on commercial, industrial, and utility scale solar power projects, Senator Gerald Dial of Alabama, and Representative Robert Kosowski of Michigan.
Management Commentary
Vik Grover, CEO commented: “FOMO will no longer be held hostage by bureaucratic regimes lie FINRA that are inefficient, ambiguous, and lacking in timeline or closure. Given we have not completed a reverse split since 2014, effected a FINRA reviewed name change ticker change in May 2021, have completed our redomicile to Wyoming with legal review and stamped filing by the Secretary of State, dissolved our California predecessor, change our legal name well over one year ago, and reserved ticker “IGOT” with the NASDAQ many weeks ago, there is no legal or reasonable basis for FINRA to fail to complete the Rule 6490 reviews of our corporate actions in part or in total. Rather than wait for FINRA to destroy further value, lacking completion or a binding timeline and final comment on the review, we will cancel the 1-100 reverse split by close of business COB February 26, 2024. The redomicile is complete and FINRA itself admits it does not approve corporate actions, but rather reviews them for compliance with rules of law. It is time for FINRA to decide if they are judge, juror, witness, or something else.
On February 27, 2024, the 34th anniversary of our corporation’s founding, I will announce an update on our negotiations of the acquisition of a clean fuel technology products and services business addressing an estimated $1 trillion global market. Phase 1 is anticipated to include the entity’s North America operations in multiple verticals, already proven in the K12 market in the Midwest. Phases 2/3 are expected to include a fold-in of its global opportunity and intellectual property including multiple patents. As soon as practicable, the business plans to launch a “carbon coin” to allow business, government, and eventually consumer customers to enjoy the carbon credits generated by clean fuel products that can range from $0.20 per gallon to as high as $1.75 per gallon for jet fuel. The sky it literally the limit for this business as it addresses the failing carbon fuel infrastructure in the U.S. and abroad. I believe it has the potential to generate significant interest as business within FOMO WORLDWIDE or as a spin-out/spin-off IPO in the future creating significant shareholder value.”
FOMO HOUR To Be Held February 28th at 5:00pm ET
For further information, please see the investor sponsored FOMO WORLDWIDE, INC. Discord under “FOMO HOUR” @ . Transcripts of prior events are filed with the SEC on Form 8-K at . The Company will host an investor meeting next Wednesday February 28th at 5:00pm to update investors on its acquisitive growth strategy.
About FOMO WORLDWIDE, INC.
FOMO WORLDWIDE, INC. () is a publicly traded company focused on business incubation and acceleration. The Company invests in and advises emerging companies aligned with a growth mandate. FOMO is developing direct investment and affiliations - majority- and minority-owned as well as in joint venture formats - that afford targets access to the public markets for expansion capital as well as spin-out options to become their own stand-alone public companies. The Company has a significant stake in Himalaya Technologies, Inc. (OTC: HMLA; ).
Forward Looking Statements:
Statements in this press release about our future expectations, including without limitation, the likelihood that FOMO WORLDWIDE, INC. will be able to meet minimum sales expectations, be successful and profitable in the market, bring significant value to FOMO’s stockholders, and leverage capital markets to execute its growth strategy, constitute "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, Section 21E of the Securities Exchange Act of 1934, and as that term is defined in the Private Litigation Reform Act of 1995. Such forward-looking statements involve risks and uncertainties and are subject to change at any time, and our actual results could differ materially from expected results. The Company undertakes no obligation to update or release any revisions to these forward-looking statements to reflect events or circumstances after the date of this statement or to reflect the occurrence of unanticipated events, except as required by law. FOMO’s business strategy described in this press release is subject to innumerable risks, most significantly, whether the Company is successful in securing adequate financing. Additionally, although the Company has announced letters of intent to acquire additional companies, there is absolutely no assurance that any such transactions will result in a completed acquisition. No information in this press release should be construed in any form, shape, or manner as an indication of the Company’s future revenues, financial condition, or stock price.
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