Item 8.01 Other Events.
Agreement to Acquire a Training Software Provider
FOMO expects to sign an agreement to acquire the assets of a training software
provider based in the Midwest and founded in 1980 that creates customized
training and compliance programs for its clients. The Company specializes in
helping companies in agricultural sectors as well as food manufacturers and
processors. Primary markets for the Company include the following: 1) Ag crop
inputs manufactures and distributors: crop inputs, seed, and equipment, and 2)
Ag Retailers: cooperatives and private/public owned retail ag companies.
Secondary markets for the Company include the following: 1) Animal health and
nutrition (AH) manufactures and distributors, and 2) Food manufacturers /
processors.
Over the past several years, the business generated annual revenues of roughly
$400,000 - $500,000 in agriculture / food markets. It can expand to multiple
additional industry verticals including manufacturing, health, and education and
be grown organically into new geographic regions. Total agreed purchase price is
$265,000 cash plus an earn-out valued at $15,000 based on growth in gross profit
with no cap on performance. We intend to make a $10,000 non-refundable deposit
on this business today to cover the seller's expenses on the transaction. We
plan to place the assets into our wholly owned subsidiary SMARTSolution
Technologies Inc., a sister administrative entity to our existing audio-visual
business SMARTSolution Technologies L.P., and expect to rebrand SMARTSolution
Technologies Inc. for online education, training, compliance, and related
services. There are no assurances that we will be able to finance the
transaction given current market conditions or under an agreed timeline.
SST Audit Update
Regarding the private company audit of our wholly owned subsidiaries
SMARTSolution Technologies Inc. and SMARTSolution Technologies L.P. (together
"SST"), our audit firm has completed its review of the financials and is
preparing to engage with us for our public company audit work in the next few
business days. As soon as the private company audit is completed, we intend to
file its information including footnotes and auditor opinions / commentary with
the SEC under Form 8-K/A, alongside acquisition and related documents filed for
our February 28, 2022 purchases of the businesses. There can be no assurances
that the SST audit or future audit work will be completed to the satisfaction of
regulators or in a timely manner.
OTC Markets Listing Update
Based on the mandatory regulatory grace period of the OTC Markets and our
delinquent Form 10-Q which was not filed on time for the three month period
ended September 30, 2022, we expect to lose electronic quotations for our common
stock trading under "FOMC" on or around January 16, 2023. Our quarterly
financials have been prepared and we are working diligently to restate and
refile our Form 10-Qs for the three-month periods ended March 31, 2022 and June
30, 2022 as well as an accurate Form 10-Q for the three months ended September
30, 2022, which altogether with the SST audit we expect will restore our common
stock to OTC PINK CURRENT reporting status. Though we anticipate that the SEC
filings process will be straightforward, there can be no assurances of the
timing of such filings, the acceptance of such filings by the SEC or other
regulatory bodies, or that our private company auditor will engage for public
company audit work.
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