Item 3.03 Material Modification to Rights of Security Holders

On January 21, 2021, a third-party lender converted $29,478.58 principal, interest and penalties related to a November 14, 2019 loan made to FOMO CORP. ("FOMO") into 66,996,773 common shares, which fully retires the debenture. As a result, the third-party lender is required to release an estimated two billion four hundred million (2,400,000,000) common shares previously held as collateral against a series of loans made to the Company since 2018, all of which have now been extinguished/retired. For clarity, none of those reserve shares were ever issued or outstanding. The reserve release has no bearing on the float of the Company's stock, though the action does substantially reduce the Company's need to change its share structure through corporate action(s) as it seeks to finance organic growth and announced planned acquisitions. As of January 22, 2021, the Company has only one debenture remaining able to be converted under Rule 144 into free trading stock. This loan has principal amount of $2,286 and estimated interest and penalties of approximately $1,500, meaning it is convertible into less than eight (8) million common shares based on executed loan documents and their terms and conditions. Management has contacted the lender to obtain an exact balance on the loan plus accrued interest and penalties, effect a conversion of the loan, or repurchase the loan to eradicate the last remaining amount of "aged variable debt" from the Company's balance sheet.





Item 9.01. Exhibits



(a) Exhibits. The following exhibit is filed with this Current Report on Form
8-K:



Exhibit No.   Description
10.1            FOMO CORP. PowerUp Debenture - November 14, 2019*
10.2            FOMO CORP. Tri-Bridge Debenture - March 15, 2019**

*Incorporated by reference to Exhibit 10.17 of Form 10-K for 2019 filed December 7, 2020.

**Incorporated by reference to Exhibit 10.13 of Form 10-K for 2019 filed December 7, 2020.

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