FOMC FOMO Corporation (PK)

NOTES TO CONDENSED FINANCIAL STATEMENTS

(UNAUDITED)

Note 1 – BASIS OF PRESENTATION AND ORGANIZATION

2050 Motors, Inc., (the “Company”) was incorporated on October 9, 2012, in the state of California to import, market, and sell electric cars manufactured in China. On October 25, 2012, 2050 Motors, Inc., entered into an agreement with Jiangsu Aoxin New Energy Automobile Co., Ltd., (“Aoxin”), located in Jiangsu, China, for the distribution in the United States of a new electric automobile, known as the e-Go EV.

The condensed interim financial statements included herein, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. The year-end condensed balance sheet data was derived from audited financial statements but does not include all disclosures required by accounting principles generally accepted in the United States of America.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these condensed financial statements be read in conjunction with the financial statements and notes thereto included in the Company’s annual report on Form 10-K for the year ended December 31, 2017. The Company follows the same accounting policies in preparation of interim reports. Results of operations for the interim periods are not indicative of annual results.

Note 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make certain estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value of Financial Instruments

We adopted ASC Topic 820, “Fair Value Measurements and Disclosures,”, which requires disclosure of the fair value of financial instruments held by the Company. ASC Topic 825, “Financial Instruments,” defines fair value, and establishes a three-level valuation hierarchy for disclosures of fair value measurement that enhances disclosure requirements for fair value measures. The carrying amounts reported in the balance sheets for receivables and current liabilities each qualify as financial instruments and are a reasonable estimate of their fair values because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1 measurements) and the lowest priority to unobservable inputs (level 3 measurements). The three levels of valuation hierarchy are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

Derivative Financial Instruments-Level 3

Derivatives are recorded on the condensed balance sheet at fair value. The conversion features of the convertible notes are embedded derivatives and are separately valued and accounted for on the balance sheet with changes in fair value recognized during the period of change as a separate component of other income/expense. We use the binomial option-pricing model for determining the fair value of our derivatives. The model uses market-sourced inputs such as interest rates and stock price volatilities. Selection of these inputs involves management’s judgment and may impact net income.

Assets and liabilities measured at fair value are as follows as of June 30, 2018

Assets and liabilities measured at fair value are as follows as of December 31, 2017:

The following is a reconciliation of the derivative liability for which Level 3 inputs were used in determining the approximate fair value:

Earnings Per Share (EPS)

Basic EPS is computed by dividing income available to common shareholders by the weighted average number of common shares outstanding for the period. Diluted EPS is computed similar to basic net income per share except that the denominator is increased to include the number of additional common shares that would have been outstanding if all the potential common shares, warrants and stock options had been issued and if the additional common shares were dilutive. Diluted EPS is based on the assumption that all dilutive convertible shares and stock options were converted or exercised. Dilution is computed by applying the treasury stock method for the outstanding options and the if-converted method for the outstanding convertible preferred shares. Under the treasury stock method, options and warrants are assumed to be exercised at the beginning of the period (or at the time of issuance, if later), and as if funds obtained thereby were used to purchase common stock at the average market price during the period. Under the if-converted method, convertible outstanding instruments are assumed to be converted into common stock at the beginning of the period (or at the time of issuance, if later). During the three month and six month periods ended June 30, 2018 and 2017, the Company incurred losses. Therefore, the effect of any common stock equivalents is anti- dilutive during those periods.

Concentration of Credit Risk

Cash is mainly maintained by one highly qualified institution in the United States. At various times, such amounts are in excess of federally insured limits. Management does not believe that the Company is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Company has not experienced any losses on our deposits of cash.

Recently Adopted Accounting Policies:

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-09, Revenue from Contracts with Customers (Topic 606), which supersedes all existing revenue recognition requirements, including most industry specific guidance. This new standard requires a company to recognize revenues when it transfers goods or services to customers in an amount that reflects the consideration that the company expects to receive for those goods or services. The FASB subsequently issued the following amendments to ASU No. 2014-09 that have the same effective date and transition date: ASU No. 2016-08, Revenue from Contracts with Customers (Topic 606): Principal versus Agent Considerations; ASU No. 2016-10, Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing; ASU No. 2016-12, Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients; and ASU No. 2016-20, Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers. The Company adopted these amendments with ASU 2014-09 (collectively, the new revenue standards).

The new revenue standards became effective for the Company on January 1, 2018 and were adopted using the modified retrospective method. The adoption of the new revenue standards as of January 1, 2018 did not change the Company’s revenue recognition as the majority of its revenues continue to be recognized when the customer takes control of its product. As the Company did not identify any accounting changes that impacted the amount of reported revenues with respect to its product revenues, no adjustment to retained earnings was required upon adoption.

In May 2017, the FASB issued ASU No. 2017-09, Compensation - Stock Compensation (Topic 718). ASU 2017-09 provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. ASU 2017-09 is effective for interim periods and fiscal years beginning after December 15, 2017, and early application is permitted. The implementation of ASU 2017-09 did not have a material effect on the Company’s consolidated financial statements.

Recently Issued Accounting Pronouncements

In February 2016, FASB issued ASU No. 2016-02, Leases (Topic 842) (“ASU 2016-02”). ASU 2016-02 requires an entity to recognize right-of-use assets and lease liabilities on its balance sheet and disclose key information about leasing arrangements. For public companies, ASU 2016-02 is effective for annual reporting periods beginning after December 15, 2018, including interim periods within that reporting period, and requires a modified retrospective adoption, with early adoption permitted. We are evaluating the impact this guidance will have on our financial position and statement of operations.

In July 2017, the FASB issued ASU No. 2017-11 Part I, Earnings Per Share (Topic 260), Distinguishing Liabilities from Equity (Topic 480), Derivatives and Hedging (Topic 815). ASU 2017-11 Part I changes the classification analysis of certain equity linked financial instruments with down round features. ASU 2017-11 Part I is effective, for public business entities, for interim periods and fiscal years beginning after December 15, 2018, and early application is permitted. The Company is currently evaluating the impact, if any, that the adoption of this guidance will have on its consolidated financial statements.

Reclassification

Certain prior year amounts have been reclassified for consistency with the current period presentation. These reclassifications had no effect on the reported results of operations or cash flow.

Note 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America, which contemplate the continuation of the Company as a going concern. The Company reported accumulated deficit of $5,126,149 as of June 30, 2018. The Company also had a negative working capital of $1,484,386 and $1,477,483, respectively, for the six month period ended June 30, 2018 and for the year ended December 31, 2017. To date, these losses and deficiencies have been financed principally through the issuance of common stock, loans from related parties and from third parties.

In view of the matters described, there is substantial doubt as to the Company’s ability to continue as a going concern without a significant infusion of capital. We anticipate that we will have to raise additional capital to fund operations over the next 12 months. To the extent that we are required to raise additional funds to acquire properties, and to cover costs of operations, we intend to do so through additional offerings of debt or equity securities. There are no commitments or arrangements for other offerings in place, no guaranties that any such financings would be forthcoming, or as to the terms of any such financings. Any future financing will involve substantial dilution to existing investors.

Note 4 – VEHICLE DEPOSITS

Vehicle deposit of $24,405, as of June 30, 2018 and December 31, 2017, represents one prototype test model for delivery into the United States when the specifications are completed for an advanced crash test known in the Automobile Safety Industry as the “overlap crash test”.

Note 5 – LICENSE AGREEMENT

In 2012 and 2013, the Company made a total payment of $50,000 and signed an exclusive license agreement with Aoxin to import, assemble and manufacture the advanced carbon fiber electric vehicle, the eGo EV model. The cost of this license agreement has been recognized as a longterm asset and is evaluated, by management, for impairment losses at each reporting period. As of June 30, 2018 and December 31, 2017, impairment losses of $50,000 and 0, respectively, have been identified by the management.

During the six months period ended June 30, 2018, the related party converted a $17,500 note and part of the $17,100 note into 12,640,000 shares of common stock. These two notes were in default and the Company accrued a penalty of $100 per day of default interest on each note. During the three month periods ended June 30, 2018 and 2017, the Company accrued $18,200 and $0 as penalty interest in the accompanying financial statements. During the six month periods ended June 30, 2018 and 2017, the Company accrued $36,200 and $0 as penalty in the accompanying financial statements. These two loans also had options attached to them to purchase 2,000,000 shares of common stock at an exercise price of $0.015 per share, which are being recorded as a derivative liability. The options are still outstanding. The Company revalued the derivative liability for the options as of June 30, 2018 to be $2,400.

During the three month periods ended June 30, 2018 and 2017, the Company recorded interest of $19,376 and $3,637 on the related party loans. During the six month periods ended June 30, 2018 and 2017, the Company recorded interest of $29,919 and $7,571 on the related party loans.

The Company determined the derivative liability of the options using the Binomial model. The variables used for the Binomial model are as listed below:

Note 7 – CONVERTIBLE NOTE PAYABLES

The Company had several convertible note payables with unrelated third parties with interest rates ranging between 10% and 12%. These notes had a conversion feature such that the Company could not ensure it would have adequate authorized shares to meet all possible conversion demands, hence, the conversion option has been treated as a derivative liability in the accompanying interim financial statements. As of June 30, 2018 and December 31, 2017, the Company had the following convertible notes outstanding:

*Note is currently in default

The note issued on January 6, 2017 is in default and under the terms of the convertible promissory note, the Company is liable to pay 150% of the then outstanding principal and interest plus additional penalties for certain covenants that are breached. Included in the note balance of $347,832 as of June 30, 2018, are penalties totaling $276,299 relating to the default of this note.

During the six month period ended June 30, 2018, the Company recorded conversion of $184,476 of notes payable into 93,176,814 shares of common stock. The Company recorded a loss on conversion of debt of $163,246 and $179,980 during the three and six months periods ended June 30, 2018. The Company had no such conversions during the three and six months periods ended June 30, 2017.

The derivative liability for all the remaining convertible notes was recalculated on June 30, 2018 to be $835,378 and the loss on change in derivative liability of $31,583, for the six months period ended June 30, 2018, was recorded on the accompanying financial statements.

The variables used for the Binomial model are as listed below:

The Company amortized a debt discount of $69,649 and $54,633, respectively, during the three month periods ended June 30, 2018 and 2017 and $140,744 and $105,161, respectively, during the six month periods ended June 30, 2018 and 2017. The Company amortized the finance fee of $2,908 and $7,842, respectively, during the three month periods ended June 30, 2018 and 2017 and $9,950 and $13,702, respectively, during the six month periods ended June 30, 2018 and 2017. Interest expense accrued on non-related convertible notes was $21,057 and $44,885 for the three month periods ended June 30, 2018 and 2017, respectively, and $33,492, and $55,954 for the six month periods ended June 30, 2018 and 2017, respectively. During the six month period ended June 30, 2018, the note holders converted $478,527 of debt into 129,816,814 shares of common stock.

Note 8 – COMMITMENTS AND CONTINGENCIES

Effective March 1, 2014, the Company signed a lease for four thousand square feet of industrial space in North Las Vegas. The term of the lease is for three years and cost $2,200 per month. The lease expired on April 30, 2017 and the Company is now on a month to month lease

Rent expense amounted to $6,600 and $6,539 for the three month periods ended June 30, 2018 and 2017, respectively. Rent expense amounted to $13,400 and $12,956 for the six month periods ended June 30, 2018 and 2017, respectively.

According to the license agreement signed between the Company and Aoxin, in order to maintain exclusive rights for the United States (US), the Company is required to purchase and sell certain amount of eGo EV model vehicles per year for a certain period of time starting from the completion of the requirements established by the United States Department of Transportation’s protocols for the eGo EV model. The table below demonstrates the required amount of vehicles that the company needs to sell per year.

As part of the license agreement, the Company is committed to pay expenses related to any required airbag testing procedures. The cost of these airbags could be as little as $500,000 or as much as $2 million.

The Company may from time to time, become a party to various legal proceedings, arising in the ordinary course of business. The Company investigates these claims as they arise. Management does not believe, based on current knowledge, that there were any such claims outstanding as of June 30, 2018.

Note 9 – REVOLVING LINE OF CREDIT- RELATED PARTY

The Company has a revolving line of credit agreement with a related party. The line amount is $100,000 and carries interest at 12% per annum, due on December 31, 2018 with a conversion option for the restricted common stock of the Company. The note is convertible at 50% of the Average Market Price for the 15 previous trading days before the conversion notice date. During the year ended December 31, 2017, the related party assigned $30,000 of the loan to an unrelated third party on the same terms.

During the six month period ended June 30, 2018, the Company made cash payments totaling $17,400, of which $6,067 was applied to principal and $11,333 to accrued interest. In addition, 24,000,000 shares of common stock was converted for the reduction of $59,957 in principal and $43 in accrued interest during the six month period ended June 30, 2018.

The derivative liability was recalculated on June 30, 2018 as $14,991 and the difference in the value recorded as a change in derivative liability in the income statement. The Company amortized a debt discount of $20,464 and $34,894, respectively, during the three and six-month periods ended June 30, 2018. Interest expense of $879 and $2,976 was accrued on the convertible loan during the three and six month periods ended June 30, 2018. As of June 30, 2018 and December 31, 2017, the balance outstanding on the loan was $5,376 and $71,400, respectively. The loan has an extended maturity date of December 31, 2018.

Note 10 – EQUITY

During the year ended December 31, 2016, the Company agreed to issue 3,200,000 shares for services at a price between $0.157 to $0.075, for a total of $256,480. Additionally, the Company agreed to issue 825,000 shares of common stock for marketing services at a per share price of $0.1497 for a total consideration of $125,000. As of June 30, 2018, these shares are yet to be issued and have been recorded as common stock issuable.

During the six month period ended June 30, 2018, the Company increased the authorized share capital of the Company from 300 million to 1 billion shares of common stock.

During the six month period ended June 30, 2018, the Company issued 3 million shares of preferred stock to the prior president of the Company, valued at the fair market value of $45,000.

During the six month period ended June 30, 2018, the Company issued 5 million shares of common stock, valued at the fair market value of $12,500, for services.

During the six month period ended June 30, 2018, the Company issued 93,176,814 shares of common stock to affect the conversions of various convertible note payables amounting to $184,476 and accrued interest of $22,472 on the same and recorded a net loss on debt settlement of $158,380 for the difference with the agreed conversion price.

During the six month period ended June 30, 2018, the Company issued 24,000,000 shares of common stock to affect the conversions of related party line of credit and accrued interest on same and recorded a loss on debt settlement of $21,600 for the difference with the agreed conversion price.

During the six month period ended June 30, 2018, the Company issued 12,640,000 shares of common stock to affect the conversions of related party loan amounting to $31,600.

During the six month period ended June 30, 2018, several convertible notes matured and were converted and the embedded feature on the same of $503,356, was reclassed as equity.

During the six month period ended June 30, 2018, the Company reclassified $42,900 from equity to derivative liability for the embedded feature on the options and warrants attached to convertible loans and related party notes.

During the six month period ended June 30, 2018, the Company amortized $18,750 for the equity offering costs.

During the six month period ended June 30, 2018, the Company issued 6,000,000 shares of common stock for $15,000 cash received during the year ended December 31, 2017. These shares were recorded as shares to be issued in the prior period.

Note 11 – WARRANTS AND OPTIONS

As of June 30, 2018, there were 2,000,000 options outstanding and exercisable, issued in relation with loans payable due to related parties. Each whole share purchase option has an exercise price of $0.015 per common share. The options were evaluated for purposes of classification between liability and equity. The options contain features that would require a liability classification and are therefore recorded as derivative liability. The Binomial model was used to estimate the fair value of $2,400 for the options. Following inputs were used for the Binomial model:

As of June 30, 2018, there were 250,000 warrants outstanding and exercisable, issued in relation with a convertible note payable. Each whole share purchase option has an exercise price of $0.015 per common share. The warrants were evaluated for purposes of classification between liability and equity. The warrants contain features that would require a liability classification and are therefore recorded as derivative liability. The Binomial model was used to estimate the fair value of $900 for the Warrants. The following inputs were used for the Binomial model: