Item 3.02 Unregistered Sales of Equity Securities

On January 20, 2021, FOMO CORP. ("FOMO") entered into a third-party loan agreement for $205,000, netting the Company $180,000 after OID (original issue discount) of $20,000 and legal expenses of $5,000. Terms and conditions of the loan and attached common stock purchase warrants are herein attached as Exhibits 10.1 and 10.2. As part of the financing, FOMO also issued the third-party lender ten million restricted shares of common stock. The loan has a buyout option during the six months after closing which management intends to pursue, though there can be no assurances.

Item 3.03 Material Modification to Rights of Security Holders

On January 20, 2021, FOMO CORP. retired a $115,000 third-party loan that was funded October 28, 2020 for $128,800, which included one year of accrued interest as per contract. The loan had a cap on its conversion into common stock at a per share price of $0.0007. As a result, the third-party loan and an attached 164,285,714 common stock purchase warrants, with a strike price of $0.0007, have been extinguished. At current market prices, this action removed 348,285,714 potential shares of dilution from the capital stack of the Company. The third-party loan document and warrant agreement can be located in Exhibit 10.18 of the Company's Form 10-K for calendar year 2019, which was filed on the SEC's EDGAR system on December 7, 2020.





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. GS Capital $205,000 Debenture - January 20, 2021
10.2            FOMO CORP. GS Capital Warrant Agreement - January 20, 2021

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