Amended Statement of Beneficial Ownership (sc 13d/a)
March 22 2021 - 3:42PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
FOMO
CORP.
(Name
of Issuer)
Series
A Preferred / Series B Preferred
(Title
of Class of Securities)
90214L106
(CUSIP
Number)
1
E Erie St, Ste 525 Unit #2250, Chicago, IL 60611
(630)
286-9560
(Name,
Address and Telephone Number of Person
Authorized
to Receive Notices and Communications)
March
22, 2020
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ]
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7
for other parties to whom copies are to be sent.
*
The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect
to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided
in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section
18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP
No. 90214L106
|
13D
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Page
2 of 4 Pages
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1.
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NAMES
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Dilip
Limaye
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2.
|
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(see
instructions)
(a)
[ ]
(b)
[ ]
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3.
|
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SEC
USE ONLY
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4.
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SOURCE
OF FUNDS (see instructions)
OO
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5.
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CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
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6.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
NUMBER
OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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|
7.
|
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SOLE
VOTING POWER
500,000
Series A Preferred, 525,000 Series B Preferred
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8.
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SHARED
VOTING POWER
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9.
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SOLE
DISPOSITIVE POWER
500,000
Series A Preferred, 525,000 Series B Preferred
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10.
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SHARED
DISPOSITIVE POWER
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11.
|
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
500,000
Series A Preferred, 525,000 Series B Preferred
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12.
|
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(see
instructions) [ ]
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13.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.1%
/ 7.0%
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14.
|
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TYPE
OF REPORTING PERSON (see instructions)
IN
|
CUSIP
No. 90214L106
|
13D
|
Page
3 of 4 Pages
|
Item
1. Security and Issuer.
This
Schedule 13D relates to Series B Preferred shares of FOMO CORP. The address of the principal executive office of FOMO CORP. is
1 E Erie St, Ste 525 Unit #2250, Chicago, IL 60611. Its phone number is (630) 286-9560 and its website is www.fomoworldwide.com.
Item
2. Identity and Background.
This
Schedule 13D is filed by Dilip Limaye, Managing Member of Online Energy Manager, LLC (“OEM”), previously an investor
in Independence LED, LLC (“ILED”), a technology Company 100%-owned by Charles Szoradi, CEO of Purge Virus, LLC (“PV”),
a 100%-owned subsidiary of FOMO CORP. Dilip Limaye is also an investor in Energy Intelligence Center, LLC (“EIC”),
whose sole member if Charlie Szoradi.
During
the last five years, none of the Reporting Persons (i) has been convicted in a criminal proceeding (excluding traffic violations
or similar misdemeanors) or (ii) was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction
and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws.
Item
3. Source or Amount of Funds or Other Consideration.
On
August 20, 2020, FOMO CORP. entered into a Letter of Intent (“LOI”) between the Company and Charles Szoradi pursuant
to which FOMO CORP. agreed to purchase, subject to the terms and conditions set forth therein, 100% of the Member Interests of
Purge Virus, LLC from Charles Szoradi for a total purchase price of two million (2,000,000) Series B Preferred shares of FOMO
CORP. A non-refundable deposit of 160,851 Series B Preferred shares was made to Szoradi on September 3, 2020. The Company and
Szoradi executed a Definitive Purchase Agreement (the “Purchase Agreement”) for the transaction on September 29, 2020
and closed the transaction on October 19, 2020. On that date, FOMO CORP. issued Szoradi the balance of 1,839,149 Series B Preferred
shares due as per the Purchase Agreement. On December 21, 2020, Dilip Limaye exercised his rights under the provisions of a Note
for a May 15, 2019 loan to ILED and demanded payment of $500,000 cash from ILED and Szoradi. To resolve all differences and lay
the foundation for a potential future partnership between ILED, OEM, PV and FOMO CORP., Szoradi purchased the Note from Limaye
for consideration of 450,000 Series B Preferred shares on December 21, 2020.
As
announced in a definitive agreement on Mach 6, 2021 between FOMO CORP. and Energy Intelligence Center, LLC (“EIC”)
and under a settlement agreement between EIC and OEM (above), OEM was issued 75,000 Series B Preferred Shares of FOMO.
Mr.
Limaye for investment purposes owns 500,000 Series A Preferred Shares of FOMO which is 9.1% of the Series A Preferred Class.
Item
4. Purpose of Transaction.
Investment
Item
5. Interest in Securities of the Issuer.
500,000
Series A Preferred shares, representing 9.1% of the class.
525,000
Series B Preferred shares, representing 7.0% of the class.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
None
Item
7. Material to Be Filed as Exhibits.
Limaye
– Independence LED, LLC Loan Settlement Agreement – December 21, 2020*
FOMO
CORP. EIC Asset Purchase – March 6, 2021
*Incorporated
by reference for Form 13D filed December 31, 2020.
CUSIP
No. 90214L106
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13D
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Page
4 of 4 Pages
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true,
complete and correct.
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Dilip
Limaye
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