ThZeal - The Zeal

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

☒

Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2024

☐

Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ________to ________.

Commission File Number 000-56565

ONEMETA INC.

(Exact name of registrant as specified in its charter)

Nevada

000-56565

20-5150818

(State or other jurisdiction of

incorporation or organization)

(Commission

File No.)

(IRS Employer

Identification No.)

450 South 400 East, Suite 200, Bountiful, UT 84010

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (702) 550-0122

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of exchange on which registered
None.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large Accelerated Filer ☐

Accelerated Filer ☐

Non-Accelerated Filer ☒

Smaller Reporting Company ☒

Emerging Growth Company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

The aggregate market value of the registrant’s common stock held by non-affiliates of the registrant on June 30, 2024, based upon the closing price of the common stock as reported on the OTC Bulletin Board on such date, was approximately $9.3 million. As of March 6, 2025, the registrant had 37,790,943 shares of common stock outstanding.

Indicate the number of shares outstanding of each of the Registrant’s classes of common stock, as of the latest practicable date.

Title or class		Shares outstanding as of December 31, 2024
Common Stock, $0.001 par value		37,790,943

Series A Preferred, $0.001 par value		2,068

Series B-1 Preferred, $0.001 par value		8,619,420

TABLE OF CONTENTS

PART I

Item 1.	Business	3

Item 1A.	Risk Factors	8

Item 1B.	Unresolved Staff Comments	8

Item 2.	Properties	9

Item 3.	Legal Proceedings	9

Item 4.	Mine Safety Disclosures	9

PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	10

Item 6.	Reserved	17

Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	20

Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	20

Item 8.	Financial Statements and Supplementary Data	21

Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	22

Item 9A.	Controls and Procedures	22

Item 9B.	Other Information	23

PART III

Item 10.	Directors, Executive Officers and Corporate Governance	24

Item 11.	Executive Compensation	25

Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	27

Item 13.	Certain Relationships and Related Transactions and Director Independence	31

Item 14.	Principal Accountant Fees and Services	32

PART IV

Item 15.	Exhibits and Financial Statement Schedules	33

Item 16.	Form 10-K Summary	33

SIGNATURES		34

PART I

Unless otherwise indicated in this report, “Company,” “OneMeta,” “we,” “us,” “our,” and similar terms refer to OneMeta Inc.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

This report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). All statements in this report, other than statements of historical fact, are “forward-looking statements” for purposes of these provisions, including any projections of earnings, revenues or other financial items, any statements of the plans and objectives of our management for future operations, any statements concerning proposed new products or services, any statements regarding the integration, development or commercialization of the business or any assets acquired from other parties, any statements regarding future economic conditions or performance, and any statements of assumptions underlying any of the foregoing. In some cases, forward-looking statements can be identified by the use of terminology such as “may,” “will,” “expects,” “plans,” “anticipates,” “intends,” “seeks,” “believes,” “estimates,” “potential,” “forecasts,” “continue,” or other forms of these words or similar words or expressions, or the negative thereof or other comparable terminology. Although we believe that the expectations reflected in the forward-looking statements contained herein are reasonable, there can be no assurance that such expectations or any of the forward-looking statements will prove to be correct, and actual results will likely differ, and could differ materially, from those projected or assumed in the forward-looking statements. Investors are cautioned not to unduly rely on any such forward-looking statements.

All subsequent forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. Our actual results will likely differ, and may differ materially, from anticipated results. Financial estimates are subject to change and are not intended to be relied upon as predictions of future operating results. All forward-looking statements included in this report are made as of the date hereof and are based on information available to us as of such date. We assume no obligation to update any forward-looking statement. If we do update or correct one or more forward-looking statements, investors and others should not conclude that we will make additional updates or corrections.

Our future financial condition and results of operations, as well as any forward-looking statements, are subject to inherent risks and uncertainties. Please see Item 1A “Risk Factors” for a discussion of these risks and uncertainties.

DISCLOSURE REGARDING TRADEMARKS

This report includes trademarks, tradenames and service marks that are our property or the property of other third parties. Solely for convenience, such trademarks and tradenames sometimes appear without any “™” or “®” symbol. However, failure to include such symbols is not intended to suggest, in any way, that we will not assert our rights or the rights of any applicable licensor, to these trademarks and tradenames.

Item 1.

Business.

The Company was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On August 1, 2022, the Company acquired Metalanguage Corp (the “Acquisition”). Metalanguage Corp. was solely owned by Saul Leal, who has become the Company’s CEO. Metalanguage Corp. owned certain intellectual property regarding the use of artificial intelligence for the translation and transcription of foreign languages. This intellectual property became the basis of the Company’s Verbum and Verbum SDK products. The Company issued shares of Series B-1 Convertible Preferred Stock and common stock to Mr. Leal in exchange for all of the stock of Metalanguage Corp (the “Acquisition”). Upon completion of the Acquisition, Mr. Leal became the CEO of the Company and became a director on the Company’s board of directors. On June 20, 2023, the Company’s name was changed to OneMeta Inc. On June 20, 2023, the Company’s name was changed to OneMeta Inc.

The Company develops and markets artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. The Company’s focus is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior quality services to its customers. The Company intends to serve a wide variety of markets and customers and is focused on becoming a leader in the creation of products for the interpretation and translation industry.

Business Summary

We develop and market artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. Our proprietary AI and machine learning architecture enable seamless translation and transcription of spoken and written words in seconds across multiple languages. Our VerbumSuite platform facilitates fluid and effective communication among individuals regardless of linguistic differences. With support for real-time conversations over-the-phone, virtual meetings, and online chats in over 140 languages and dialects, Verbum is reshaping how organizations, educational institutions, and customer service centers connect and collaborate. The Company develops and markets artificial intelligence products that eliminate language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. Our focus is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior quality services to its customers. We intend to serve a wide variety of markets and customers and are focused on becoming a leader in the creation of products for the interpretation, translation, and transcription industries. Driven by a vision to create a more understanding world and revolutionize global communication, we are committed to solving complex problems with practical solutions. We recognize that artificial intelligence has the potential to turn good decisions into great ones, and we strive to harness this potential to drive positive change across industries.

Our Products

Our current VerbumSuite products described in detail below are built on our proprietary and patented systems and methods for substantially real-time speech, transcription, and translation technology. We are also developing additional proprietary products and features to expand the service capabilities built on our core technological foundation.

●

Verbum. Verbum supports real time web-based conversations, discussions, meetings, and online chats in 140 languages, enabling fluent and effective communication among individuals that do not speak the same language. This product is distributed through our online platform, direct sales to businesses and organizations, and we are attempting to develop partnerships with existing video conferencing providers. The competitive position is against other video conferencing providers that also offer live interpretation services, such as Microsoft Teams, Zoom and Google Meet. We believe our main competitors are organizations that supply human interpreters which can be ten times more expensive than our Verbum product. The Verbum product is available to customers at a wholesale price of $0.30 to $0.36 per minute, as compared to human interpreters, which can range from $45.00 to $150.00 per hour, or $1.25 to $3.00 per minute.⁽¹⁾The primary market for our Verbum product is for organizations or individuals that require real-time interpretation services.

(1) As reported in “Medical Interpreters in Outpatient Practice”, available at https://pmc.ncbi.nlm.nih.gov/articles/PMC5758324/.

VerbumOnSite^TM– Real Time Translation Powered by AI

	·	Multilingual Events - unlocks the power of seamless communication at live events through real-time translation and captioning services. Attendees can effortlessly scan a QR code to access real-time captions in over 140 languages directly on their phones.
	·	Ease of Integration - integrates into the event setup, ensuring a smooth and hassle-free experience for organizers and attendees. User-friendly, web-based design and compatibility incorporates powerful multilingual features without technical complexities.
	·	Inclusive Communication - committed to breaking language barriers and making events accessible to all such as for those with hearing disabilities. Our solution provides real-time, multilingual closed captions, ensuring full engagement in conversations and presentations and fostering an inclusive event experience.
	·	Currently available for use in live events requiring multilingual support.

VerbumCall^TM – AI-Powered Over-the-Phone Interpretation with No App or Internet Required

	·	Multilingual Calls - unlocks the power of seamless communication over the phone; similar to having a translator readily available in 140+ languages. VerbumCall transforms any mobile device into a personal translator without the need for internet connection or additional applications.
	·	Ease of Integration - integrates into the users current systems incorporating powerful multilingual calls without technical complexities.
	·	Scalable & Confidential - offers a scalable solution that adapts to the users business needs, whether making one call or thousands of calls. Our AI-powered conversations enable calls to be private and secure, ensuring business communications are confidential and protected.
	·	Currently available for integration with major Contract Center as a Service (CCaaS) providers.

VerbumTM for Microstoft Teams – AI Translation for Multilingual Meetings

	·	Enhances the Microsoft Teams experience by facilitating multilingual groups to come together in meetings. Enables collaborators from all over the world to work together without language barriers. Each attendee chooses the language that they will be speaking in and the language in which they want to see captions and chat. As each person speaks in their preferred language from a list of 95+ languages, it is translated in near real-time for the rest of the group.
	·	When a user selects their preferred language, it does not impact the other users in the meeting. The system allows each user to understand and be understood using their preferred language.
	·	Translates chat messages into 3 selected languages in near real-time to allow flow of communication.
	·	Enables a transcript function allowing the user to upload documents that can be translated into 95+ languages and shared with the whole team.
	·	No formal legal or commercial agreement is required with Microsoft for the operation of this product within Microsoft Teams. The Company fully complies with Microsoft’s comprehensive development, publishing, and certification standards to ensure functionality, security and accessibility.
	·	Integration with Microsoft Teams is achieved through Microsoft Teams APIs and compliance with a detailed manifest that undergoes thorough third-party review. The manifest governs Verbum’s features and ensures secure, real-time multilingual translation capabilities, including captions and chat translations for over 120 languages. Verbum interacts with Microsoft Teams by processing real-time meeting audio and chat data (with user permission) to deliver high-accuracy, AI-powered translations directly within the Microsoft Teams interface.
	·	Fully operational and available to users.

●

Verbum SDK. Verbum Software Developer Kit allows software programmers, potential channel partners, and corporate development teams to integrate our powerful multilingual communications platform Verbum™ — into new or existing Software-as-a-Service applications and/or client/server programs, helping them remove communications barriers for multinational organizations and/or those serving customers who speak/read different languages. This product may be distributed through partnerships with software developers or through direct sales to businesses and organizations that require interpretation services for their software. The competitive position would be against other software development kit providers that also offer interpretation services, such as Microsoft Azure or Amazon Translate. The expected market for this product is software developers and businesses that require interpretation services for their software applications.

Competition

The artificial intelligence language translation industry is nascent and characterized by rapidly advancing technologies and a strong emphasis on proprietary products. Our competition includes traditional language service providers such as human translators and transcription technology services developed by similar early-stage companies. While the traditional language service providers industry is large and mature, there are significant barriers to growth due to the lack of scalability of human-to-human interpretation and the ineffectiveness of providing a seamlessly fluid conversational experience. There are several early stage businesses who have developed technology for the purpose of voice-to-text closed captioning or generative text-to-voice capabilities, but we believe the practicality of these services diminishes their growth potential as it remains an unnatural form of communication, requires a minimum literacy adequacy for users, and presents challenges to productivity due to the additional cognitive load required to type or read language, major companies worldwide, such as Microsoft and Amazon have explored the development of similar technologies, but are unable to move at the speed and agility of growth-stage firms which will lead to a slow roll out, if developed.

We believe that the principal competitive factors in our markets include the following:

	●	ease of adoption, use, and deployment;

	●	product functionality;

	●	platform capabilities;

	●	breadth and depth of platform integrations;

	●	scalability, availability and reliability;

	●	security and privacy;

	●	ability to support intercompany collaboration;

	●	brand awareness and reputation;

	●	customer support; and

	●	total cost of ownership.

Competition has intensified in recent periods, and we expect competition to continue to intensify as established and emerging companies continue to enter the markets we serve or attempt to address the translation problems.

Intellectual Property

The following chart provides information regarding the patents and trademarks of the Company:

Patents

Case No.

Title of Invention:

Country:

Status:

Application No.

Filing Date:

Patent No:

Date Issued:

Publication Number:

Published Date:

1META.055PR

SYSTEMS AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION

Closed

63/374220

8/31/2022

1META.055PR2

SYSTEMS AND METHODS FOR RAPID MULTI USER TEXT, SPEECH, AND TRANSLATION

Closed

63/429505

12/1/2022

1META.055PR3

SYSTEMS AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION

Closed

63/498261

4/25/2023

1META.055PR4

SYSTEMS AND METHODS FOR RAPID MULTI-USER TEXT, SPEECH, AND TRANSLATION

Closed

63/499696

5/2/2023

WEBS.001A

METHOD OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE

Issued

12/506045

7/20/2009

8380176

2/19/2013

2010/0035588 A1

2/11/2010

WEBS.001C1

METHOD OF INHIBITING FUNCTIONS OF A MOBILE COMMUNICATIONS DEVICE

Issued

13/757141

2/1/2013

8744417

6/3/2014

2013/0210413 A1

8/15/2013

WEBS.001C2

SAFETY OF A MOBILE COMMUNICATIONS DEVICE

Issued

14/291407

5/30/2014

9661469

5/23/2017

2015/0111555 A1

4/23/2015

WEBS.001C3

SAFETY OF A MOBILE COMMUNICATIONS DEVICE

Issued

15/601592

5/22/2017

9986385

5/29/2018

2018/0077531 A1

3/15/2018

WEBS.004A

DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

Issued

14/576065

12/18/2014

9485206

11/1/2016

2015/0180746 A1

6/25/2015

WEBS.004DA

DISPLAY SCREEN OR PORTION THEREOF WITH GRAPHICAL USER INTERFACE

Issued

29/504071

10/1/2014

D792421

7/18/2017

WEBS.004MX

DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

Issued

MX/a/2016/008094

6/17/2016

362735

2/6/2019

WEBS.004PH

DEVICES AND METHODS FOR IMPROVING WEB SAFETY AND DETERRENCE OF CYBERBULLYING

Issued

1-2016-501195

6/17/2016

1-2016-501195

5/30/2018

6/25/2015

Trademarks

MARK	COUNTRY	FILING DATE APPLICATION NO.	REGISTRATION DATE REG. NO.	CLASSES	STATUS
ONEMETA	US	12/27/2022 97/732496		38 Int., 41 Int., 42 Int.	Published
ONEMETA	AU	6/23/2023 2366631		38 Int., 41 Int., 42 Int.	Published
ONEMETA	BR	6/27/2023 930935543		38 Int.	Published
ONEMETA	BR	6/27/2023 930935586		41 Int.	Published Opposed by Meta Serviços em Informática S/A
ONEMETA	BR	6/27/2023 930935780		42 Int.	Published
ONEMETA	CA	6/21/2023 2265023		38 Int., 41 Int., 42 Int.	Pending
ONEMETA	EM	23-Jun-2023 018892626	11/14/2023 018892626	Class: 38 Int., 41 Int., 42 Int.	Registered
ONEMETA	GB	23-Jun-2023 UK00003926115	09/29/2023 UK00003926115	Class: 38 Int., 41 Int., 42 Int.	Registered
ONEMETA	JP	2023-069779 06/23/2023	01/11/2024 6768808	38 Int., 41 Int., 42 Int.	Registered
ONEMETA	KR	6/23/2023 40-2023-0111479		38 Int., 41 Int., 42 Int.	Published
ONEMETA	MX	6/27/2023 2971922	11/15/2023 2625631	38 Int.	Registered
ONEMETA	MX	6/27/2023 2971924	11/15/2023 2625670	41 Int.	Registered
ONEMETA	MX	6/27/2023 2971926	09/25/2024 2759839	42 Int.	Registered
VERBUM	US	12/27/2022 97/732499		38 Int., 41 Int., 42 Int.	Pending
VERBUM	AU	6/23/2023 2366632	07/15/2024 2366632	38 Int., 41 Int., 42 Int.	Registered
VERBUM	BR	6/27/2023 930935950		38 Int.	Published
VERBUM	BR	6/27/2023 930936027		41 Int.	Published
VERBUM	BR	6/27/2023 930936078		42 Int.	Published
VERBUM	CA	6/21/2023 2265024		38 Int., 41 Int., 42 Int.	Pending
VERBUM	EU	6/23/2023 018892664	11/08/2023 018892664	38 Int., 41 Int., 42 Int.	Registered
VERBUM	UK	6/23/2023 UK00003926123	9/29/2023 UK00003926123	38 Int., 41 Int., 42 Int.	Registered
VERBUM	JP	6/23/2023 2023-069780	12/13/2023 2023-069780	38 Int., 41 Int., 42 Int.	Registered
VERBUM	KR	6/23/2023 40-2023-0111480		38 Int., 41 Int., 42 Int.	Registered
VERBUM	MX	6/27/2023 2971928		38 Int.	Pending
VERBUM	MX	6/27/2023 2971930	11/28/2023 2632270	41 Int.	Registered
VERBUM	MX	6/27/2023 2971933		42 Int.	Pending

Our business objective is to help organizations throughout the world to achieve their full potential via artificial intelligence by eliminating language barriers in daily communications by providing high-quality, accurate, and efficient translation and transcription services using natural language processing (NLP) technology. The Company’s focus is on developing a proprietary architecture that is faster and more accurate than any other technology with a commitment to providing superior quality services to their customers.

Human Resources

As of December 31, 2024, the Company had 24 employees and independent contractors. The number of employees will increase through time and natural sales growth.

Available Information

Our website address is https://www.onemeta.ai/. Information contained on or that can be accessed through our website does not constitute part of this Annual Report on Form 10-K and the inclusion of our website address in this Annual Report on Form 10-K is an inactive textual reference only.

The following filings are available through our investor relations website after we file them with the Securities and Exchange Commission, or the SEC: Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and our Proxy Statement for our annual meeting of stockholders. These filings are also available for download free of charge on our investor relations website. Our investor relations website is located at https://investors.onemeta.ai/sec-filings. The SEC also maintains an Internet website that contains reports, proxy statements and other information about issuers, like us, that file electronically with the SEC. The address of that website is www.sec.gov.

Item 1A.

Risk Factors.

As a smaller reporting company, the Company is not required to provide information typically disclosed under this item.

Item 1B.

Unresolved Staff Comments.

None.

Item 1C.

Cybersecurity.

The Company’s Cybersecurity System includes administrative, technical, and physical safeguards and is designed to provide an appropriate level of protection to maintain the confidentiality, integrity and availability of the Company’s and its customers’ information. This includes protecting against known and evolving threats to the security of the Company’s systems and information, and against unauthorized access, compromise, or loss of data. The Cybersecurity System is managed centrally, so the same security controls, policies and procedures are implemented across the organization. The Company maintains cybersecurity policies including an Acceptable Use Policy that all system users sign to acknowledge that they understand their security responsibilities. All system users receive security awareness training which includes phishing attack simulation testing.

A key element of the Company’s Cybersecurity System is to mature the system to align with the CIS18 Critical Security Controls security framework. The CIS controls are designed based on real-world data about cyber-attacks, to ensure that the measures are effective against current threats. The framework provides a prioritized set of actions, which enables the Company to focus its efforts on the most effective defensive measures first. This prioritization helps in optimizing the use of resources for maximum impact on security. This strategy provides a structured and effective approach to cybersecurity, helping the Company to protect its assets, comply with regulations, manage risks, and improve its overall security posture.

Governance

The Company has established controls and procedures to escalate enterprise-level issues, including cybersecurity matters, to the appropriate management levels within its organization and to its Board of Directors, or members or committees thereof, as appropriate. The Company’s Board of Directors is responsible for enterprise risk management, including its approach to managing cybersecurity risk, and has delegated oversight responsibility of information security risks to its Audit Committee. Under the Company’s framework, cybersecurity issues are analyzed by subject matter experts for potential financial, operational, and reputational risks, based on, among other factors, the nature of the matter and breadth of impact. Matters determined to present potential material impacts to the Company’s financial results, operations, and/or reputation are immediately reported by management to the Company’s Board of Directors or its Audit Committee, as appropriate, in accordance with its escalation framework.

In addition, the Company has established procedures to ensure that management responsible for overseeing the effectiveness of disclosure controls is informed in a timely manner of known cybersecurity risks and incidents that may materially impact the Company’s operations and that timely public disclosure is made as appropriate. The Company’s Cybersecurity System is led by the Chief Executive Officer (“CEO”) in collaboration with other third-party cybersecurity service providers which in turn assist in monitoring our exposure from significant information technology suppliers, significant software as a service providers and major vendors with access to our information technology systems. Further, team members who support our cybersecurity program have relevant educational and industry experience through various roles involving information technology, security, auditing, compliance, systems and programming. The Company does not maintain cyber insurance coverage at this time. During the last three years, the Company has not experienced a material security breach and, as a result, the Company has not incurred any material expenses from such a breach. Furthermore, during such time, the Company has not been penalized or paid any amount under any information security breach settlement.

Item 2.

Properties.

Our executive offices are located at 450 South 400 East, Suite 200, Bountiful, Utah, 84010. We rent an executive office at the cost of $1,600 per month and it is rented on a month-to-month basis. The directors and officers of the company generally work from their home offices.

Item 3.

Legal Proceedings.

We are not currently party to any pending legal proceedings that we believe would, individually or in the aggregate, have a material adverse effect on our financial condition, cash flows or results of operations.

Item 4.

Mine Safety Disclosures.

The disclosure required by this item is not applicable.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.

Our common stock trades on the OTC Bulletin Board under the symbol ONEI. As of December 31, 2024, there were 247 shareholders of our common stock and the total shares outstanding of 37,790,943. The transfer agent for our common stock is Pacific Stock Transfer 6725 Via Austin Parkway Suite 300, Las Vegas, Nevada 98119.

The following table shows the reported high and low closing bid quotations per share for our common stock based on information provided by the OTC Bulletin Board for the periods indicated. Quotations reflect inter-dealer prices, without markup, markdown or commissions and may not represent actual transactions.

Fiscal Year Ended December 31, 2024	HIGH		LOW
Fourth Quarter	$	1.64	$	0.30
Third Quarter	$	0.87	$	0.26
Second Quarter	$	1.15	$	0.05
First Quarter	$	1.39	$	0.29

Fiscal Year Ended December 31, 2023	HIGH		LOW
Fourth Quarter	$	0.90	$	0.30
Third Quarter	$	0.49	$	0.21
Second Quarter	$	0.37	$	0.05
First Quarter	$	0.31	$	0.05

Trades in our common stock may be subject to Rule 15g-9 under the Exchange Act, which imposes requirements on broker-dealers who sell securities subject to the rule to persons other than established customers and accredited investors. For transactions covered by the rule, broker-dealers must make a special suitability determination for purchasers of the securities and receive the purchaser’s written agreement to the transaction before the sale.

Our shares are subject to rules applicable to “penny stock” which pertain to any equity security with a market price less than $5.00 per share or an exercise price of less than $5.00 per share. Penny stock rules require a broker-dealer, prior to a transaction in a penny stock, to deliver a standardized risk disclosure document prepared by the SEC, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. A broker-dealer must also provide the customer with bid and offer quotations for the penny stock, the compensation of the broker-dealer, and sales person in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to a transaction in a penny stock not otherwise exempt from those rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the trading activity in our shares.

Dividend Policy

We have not paid or declared any cash dividends on our common stock in the past and do not foresee doing so in the foreseeable future. We intend to retain any future earnings for the operation and expansion of our business. Any decision as to future payment of dividends will depend on the available earnings, the capital requirements of our Company, our general financial condition and other factors deemed pertinent by our Board of Directors.

Sales of Unregistered Securities

Date of

Transaction

Transaction type (e.g. new issuance, cancellation, shares returned to treasury)

Number of Shares Issued (or cancelled)

Class of Securities

Value of shares issued ($/per share) at Issuance

Were the shares issued at a discount to market price at the time of issuance? (Yes/No)

Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).

Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided

Restricted or Unrestricted as of this filing.

Exemption or Registration Type.

1-9-2020

New Issue

725,764

Common

.50

Istvan Elek

Cash

Restricted

Exempt

1-15-2020

New Issue

50,000

Common

.001

David Wigginton

Services

Restricted

Exempt

2-19-2020

New Issue

300,000

Common

.001

Torrey Hills Capital-Cliff Mastricola

Services

Restricted

Exempt

2-24-2020

New Issue

150,000

Common

.001

Georgette Wansor

Services

Restricted

Exempt

2-24-2020

New Issue

10,000

Common

.50

Khalid Hayat

Cash

Restricted

Exempt

3-17-2020

New Issue

15,000

Common

.50

Haig Kelegian

Cash

Restricted

Exempt

5-7-2020

New Issue

276,000

Common

.50

Istvan Elek

Cash

Restricted

Exempt

5-13-2020

New Issue

15,000

Common

.50

Istvan Elek

Cash

Restricted

Exempt

1-15-21

New Issue

250,000

Common

.20

Jodi Bardash

Cash

Restricted

Exempt

1-25-21

New Issue

250,000

Common

Andrew Hansen

Cash

Restricted

Exempt

1-26-21

New Issue

100,000

Common

.001

Georgette Wansor

Services

Restricted

Exempt

1-27-21

New Issue

50,000

Common

.20

Moises Eskenazi

Cash

Restricted

Exempt

2-1-21

New Issue

89,140

Common

.20

Daniel Feeney

Cash

Restricted

Exempt

2-1-21

New Issue

149,740

Common

.20

Conrad F. Hohener III

Cash

Restricted

Exempt

2-1-21

New Issue

149,360

Common

.20

Keith Stribling Separate Property Trust

Cash

Restricted

Exempt

2-1-21

New Issue

149,360

Common

.20

Newton Family Trust David Newton

Cash

Restricted

Exempt

2-1-21

New Issue

148,865

Common

.20

Philip and Allison Nelson Family Trust

Cash

Restricted

Exempt

2-1-21

New Issue

149,660

Common

.20

Edward A. Gage Jr. Revocable Trust

Cash

Restricted

Exempt

2-1-21

New Issue

149,495

Common

.20

Meyer Living Trust Todd Meyer

Cash

Restricted

Exempt

2-23-21

New Issue

66,667

Common

.75

Robert Hartman

Cash

Restricted

Exempt

2-23-21

New Issue

40,000

Common

.75

Anthony Campisi

Cash

Restricted

Exempt

2-24-21

New Issue

80,000

Common

.20

Valerie Vichikov

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Melinda L. Day

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Hamilton F. Day

Cash

Restricted

Exempt

2-24-21

New Issue

250,000

Common

.20

Rowland W. Day and Milly Day

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

David and Susanne Wigginton

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Rowland W. Day III

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Diana Zivich

Cash

Restricted

Exempt

2-24-21

New Issue

50,000

Common

.20

Ann M. Day

Cash

Restricted

Exempt

2-28-21

New Issue

66,670

Common

.75

David Hartman

Cash

Restricted

Exempt

3-1-21

New Issue

305,145

Common

.20

JHK Holdings LLC J. Kirk Harns

Cash

Restricted

Exempt

3-15-21

New Issue

370,000

Common

.001

Saul Leal

Cash

Restricted

Exempt

3-23-21

New Issue

500,000

Common

.20

Istvan Elek

Cash

Restricted

Exempt

3-29-21

New Issue

50,000

Common

.20

Charles McMurray

Cash

Restricted

Exempt

4-2-21

New Issue

1,475,000

Preferred

.001

Rowland W. Day II

Debt Conversion

Restricted

Exempt

4-6-21

New Issue

3,049,392

Common

.125

Istvan Elek

Cash

Restricted

Exempt

7-6-21

New Issue

1,566

Common

.001

Francis X. Pisano

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

1,567

Common

.001

Ingrid Carrillo

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

1,567

Common

.001

Kevin Hennings

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

4,340

Common

.001

Corey Henke

Debt Conversion

Restricted

Exempt

7-6-21

New Issue

133,000

Common

.001

Bonneville Communications Jeff Barton

Debt Conversion

Restricted

Exempt

7-8-21

New Issue

2,000

Common

.001

Jeffrey Pizzino

Debt Conversion

Restricted

Exempt

7-13-21

New Issue

3,000

Common

.001

Sprout Marketing Bruce Law

Debt Conversion

Restricted

Exempt

8-5-21

New Issue

16,367

Common

.001

Gregory Howison

Debt Conversion

Restricted

Exempt

9-21-21

New Issue

152,627

Common

.001

Knobbe, Martens, Olson & Bear LLP Philip Nelson

Debt Conversion

Restricted

Exempt

1-22-22

New Issue

250,000

Common

.40

Kristy Rus

Cash

Restricted

Exempt

4-1-22

New Issue

1,347,431

Common

.001

Bob Carroll

Consulting Agreement

Restricted

Exempt

4-19-22

New Issue

62,500

Common

.40

Gary Mauro

Cash

Restricted

Exempt

4-22-22

New Issue

25,000

Common

.40

Daniel Wisan

Cash

Restricted

Exempt

5/18/22

New Issue

37,500

Common

.40

Sarah and Clinton Walker

Cash

Restricted

Exempt

6/15/22

New Issue

50,000

Common

.40

Robert Dean Schalow

Cash

Restricted

Exempt

6/20/22

New Issue

37,500

Common

.40

Daniel Wisan

Cash

Restricted

Exempt

7/19/22

New Issue

50,000

Common

.40

Brian J. Finley

Cash

Restricted

Exempt

7/19/22

New Issue

58,750

Common

.40

Roy E. Mullin

Cash

Restricted

Exempt

7/19/22

New Issue

66,250

Common

.40

Roy E. Mullin Roth IRA

Cash

Restricted

Exempt

7/20/22

New Issue

100,000

Common

.40

Richard Allen Sanders

Cash

Restricted

Exempt

8/15/22

New Issue

250,000

Common

.40

Istvan Elek

Cash

Restricted

Exempt

8/19/22

New Issue

15,385

Common

.65

Maria Julia Rojas

Cash

Restricted

Exempt

8/25/22

New Issue

15,385

Common

.65

Munsee Co. LLC Nick Munsee

Cash

Restricted

Exempt

9/9/22

New Issue

15,385

Common

.65

Dominic Pace

Cash

Restricted

Exempt

9/19/22

New Issue

15,395

Common

.65

Sean Blair

Cash

Restricted

Exempt

9/20/22

New Issue

20,000

Common

.40

Nicholas Lampson

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Lindsey Warren Davis

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Elisha Gardener Honeycutt

Cash

Restricted

Exempt

10/10/22

New Issue

90,000

Common

.40

Bryan Finley

Cash

Restricted

Exempt

10/10/22

New Issue

30,000

Common

.40

Garry Maruo

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Leroy Saleme

Cas

Restricted

Exempt

10/10/22

New Issue

40,000

Common

.40

Daniel Wisian

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

George Henry Somerville

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Bradley L Morrison

Cash

Restricted

Exempt

10/10/22

New Issue

30,003

Common

.40

Shilpa P Bakre

Cash

Restricted

Exempt

10/10/22

New Issue

125,00

Common

.40

Dean V Wiberg

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Sonia Van Meter

Cash

Restricted

Exempt

10/10/22

New Issue

20,000

Common

.40

William O Mara

Cash

Restricted

Exempt

10/10/22

New Issue

20,000

Common

.40

Warren Alverson

Cash

Restricted

Exempt

10/10/22

New Issue

10,000

Common

.40

Ryan S Sanders

Cash

Restricted

Exempt

10/20/22

New Issue*

9,615

Common

.40

Sean Bair

Cash

Restricted

Exempt

10/20/22

New Issue

9,615

Common

.40

Munsee Co LLC

Cash

Restricted

Exempt

10/20/22

New Issue*

9,615

Common

.40

Maria Julia Rojas

Cash

Restricted

Exempt

10/20/22

New Issue

9,615

Common

.40

Dominic Pace

Cash

Restricted

Exempt

10/24/22

New Issue

10,000

Common

.40

Thomas Charles Gent

Cash

Restricted

Exempt

10/25/22

New Issue

10,000

Common

.40

Arlo Pignotti

Cash

Restricted

Exempt

10/27/22

New issue

45,000

Common

.40

Evan Spaulding

Cash

Restricted

Exempt

10/29/22

New Issue

62,500

Common

.40

Plan R Enterprises Inc.

Cash

Restricted

Exempt

10/31/22

New Issue

40,000

Common

.40

Thomas C Clemons

Cash

Restricted

Exempt

10/31/22

New Issue

700,000

Common

.40

Gonzalo Carballo

Cash

Restricted

Exempt

11/01/22

New Issue

31,500

Common

.40

Don L Enlow

Cash

Restricted

Exempt

11/29/22

New Issue

10,000

Common

.40

Bear McCreadie

Cash

Restricted

Exempt

11/29/22

New Issue

100,000

Common

.40

Daniel Wisian

Cash

Restricted

Exempt

11/29/22

New Issue

10,000

Common

.40

Lindsey Warren Davis

Cash

Restricted

Exempt

11/29/22

New Issue

12,500

Common

.40

Earls Heritage Trust

Cash

Restricted

Exempt

04/12/23

New Issue

125,000

Common

.40

Larry Oliver

Cash

Restricted

Exempt

04/12/23

New Issue

100,000

Common

.40

Michael L Soileau

Cash

Restricted

Exempt

04/12/23

New Issue

250,000

Common

.40

Abraham Family Trust DTD 9/14/1983

Cash

Restricted

Exempt

04/26/23

New Issue

50,000

Common

.40

Abigail Frank

Cash

Restricted

Exempt

04/26/23

New Issue

250,000

Common

.40

Darren Scharf

Cash

Restricted

Exempt

05/01/23

New Issue

1,772,800

Common

.001

Saul Leal

Restricted

Exempt

05/09/23

New Issue

30,000

Common

.001

The David Politis Company Inc.

Services

Restricted

Exempt

05/12/23

New Issue

125,000

Common

.40

Damon Garcia

Cash

Restricted

Exempt

05/23/23

New Issue

125,000

Common

.40

Quest Trust Company

Cash

Restricted

Exempt

05/23/23

New Issue

250,000

Common

.40

KolleenT Kennedy

Cash

Restricted

Exempt

05/31/23

New Issue

35,000

Common

.40

The Entrust Group Inc. Cust FBO Nicholas

Cash

Restricted

Exempt

05/31/23

New Issue

125,000

Common

.40

Quest Trust Company FBO Ronald L Reeves

Cash

Restricted

Exempt

06/14/23

New Issue

62,500

Common

.40

Adam Yonnotta

Cash

Restricted

Exempt

06/15/23

New Issue

10,000

Common

.40

Lindsey Warren Davis

Cash

Restricted

Exempt

07/11/23

New Issue

25,000

Common

.40

John Consentino

Cash

Restricted

Exempt

07/11/23

New Issue

1,666,667

Common

.30

AOS Holdings Inc.

Cash

Restricted

Exempt

08/18/23

New Issue

200,000

Common

.40

Bryan Finley

Cash

Restricted

Exempt

09/28/23

New Issue

40,000

Common

.40

Jed Morley

Cash

Restricted

Exempt

10/03/23

New Issue

187,500

Common

.40

Chris Weston

Cash

Restricted

Exempt

10/03/23

New Issue

125,000

Common

.40

Kenneth John Weston

Cash

Restricted

Exempt

10/16/23

New Issue

100,000

Common

1,00

Istvan Elek

Cash

Restricted

Exempt

10/25/23

New Issue

10,000

Common

.001

The David Politis Company Inc.

Services

Restricted

Exempt

10/25/23

New Issue

37,500

Common

.40

Quest Trust Company FBO Stephen Csobaji

Cash

Restricted

Exempt

11/17/23

New Issue

125,000

Common

.80

Allyse Sedivy

Cash

Restricted

Exempt

10/25/23

New Issue

62,500

Common

.40

The Entrust Group Inc. FBO Troy Jordan

Cash

Restricted

Exempt

11/30/23

New Issue

136,000

Common

.001

Fon Consulting LLC

Cash

Restricted

Exempt

12/19/23

New Issue

671,971

Common

.80

Madison Trust Company Cust Elizabeth Chlipala

Cash

Restricted

Exempt

12/19/23

New Issue

48,941

Common

.80

Madison Trust Company Cust James E Kerrins

Cash

Restricted

Exempt

12/19/23

New Issue

1,022,045

Common

.80

Madison Trust Company Cust Elizabeth Chlipala

Cash

Restricted

Exempt

12/19/23

New Issue

18,443

Common

.80

Madison Trust Company Cust James E Kerrins

Cash

Restricted

Exempt

12/12/23

New Issue

50,000

Common

.40

Bryan Finley

Cash

Restricted

Exempt

12/21/23

New Issue

125,000

Common

.80

Corey Kotlarz LLC

Cash

Restricted

Exempt

12/12/23

New Issue

50,000

Common

.40

Phillip Tiemann

Cash

Restricted

Exempt

03/25/24

New Issue

87,500

Common

.40

The Entrust Group Inc. CUST Jonathan Tiemann

Cash

Restricted

Exempt

4/24/2024

New Issue

208,333

Common

.40

Ralph Bonaduce

Cash

Restricted

Exempt

6/24/2024

New Issue

238,000

Common

.80

James Kerrins

Cash

Restricted

Exempt

6/24/2024

New Issue

187,750

Common

.80

Elizabeth Chlipala

Cash

Restricted

Exempt

8/28/2024

New Issue

562,500

Common

.40

Marc Bern

Cash

Restricted

Exempt

12/10/2024

New Issue

$500,000 Convertible Note

James E. Kerrins and Elizabeth A. Chlipala

Cash

Restricted

Exempt

12/17/2024

New Issue

$100,000 Convertible Note

Marc Bern

Cash

Restricted

Exempt

12/17/2024

New Issue

1,500,000

Common

.40

Istvan Elek

Provision of consulting services

Restricted

Exempt

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

None.

Holders of Record

As of December 31, 2024, there were 247 record holders and 245 as of December 31, 2023, of the Company’s common stock.

Item 6.

Selected Financial Data.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements, including the notes thereto, appearing in this Form 10-K and are hereby referenced. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed below and elsewhere in this report. You should not place undue certainty on these forward-looking statements, which apply only as of the date of this report. We believe it is important to communicate our expectations. However, our management disclaims any obligation to update any forward-looking statements whether as a result of new information, future events or otherwise.

These forward-looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. You should not rely upon these forward-looking statements as predictions of future events because we cannot assure you that the events or circumstances reflected in these statements will be achieved or will occur. You can identify a forward-looking statement by the use of the forward-terminology, including words such as “may”, “will”, “believes”, “anticipates”, “estimates”, “expects”, “continues”, “should”, “seeks”, “intends”, “plans”, and/or words of similar import, or the negative of these words and phrases or other variations of these words and phrases or comparable terminology. These forward-looking statements relate to, among other things: our sales, results of operations and anticipated cash flows; capital expenditures; depreciation and amortization expenses; sales, general and administrative expenses; our ability to maintain and develop relationship with our existing and potential future customers, and, our ability to maintain a level of investment that is required to remain competitive. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including, but not limited to: variability of our revenues and financial performance; risks associated with technological changes; the acceptance of our products in the marketplace by existing and potential customers; disruption of operations or increases in expenses due to our involvement with litigation or caused by civil or political unrest or other catastrophic events; general economic conditions, government mandates; and, the continued employment of our key personnel and other risks associated with competition.

Overview

The Company operates to develop artificial intelligence products that enable companies and individuals to reach their highest potential by eliminating language barriers in daily communications by providing high-quality, accurate, and efficient interpretation and translation services using natural language processing (NLP) technology. The Company’s focus is on developing a proprietary architecture that is faster and more accurate than any other company, with a commitment to providing superior quality services to its customers. The Company intends to serve a wide variety of markets and customers and will be focused on becoming a leader in the creation of pragmatic products for the interpretation and translation industry.

Basis of Presentation

Our financial statements are prepared in accordance with U.S. generally accepted accounting principles, which requires the use of estimates, assumptions, and the exercise of subjective judgment as to future uncertainties. Our financial statements have been prepared using the accounting and reporting guidance in Accounting Standards Codification Topic 946, Financial Services—Investment Companies, or ASC Topic 946.

Results of Operations

Revenues

The Company had revenue of $31,304 and $70,903 for the years ended December 31, 2024, and 2023, respectively.

The Company is in a product development stage and has generated very limited revenue in the past, primarily by providing its language translation services to a limited number of customers. The Company expects to commence generating revenue pursuant to certain contracts into which it has recently entered:

	●	On October 8, 2024, the Company entered into an “Original Equipment Manufacture” agreement with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. Nice is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language transaction solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The Agreement has an exclusivity period of eighteen months and an initial term of three years.

	●	One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party.

	●	On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non-sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers.

The Company is currently in the “proof of concept” phase with respect to the inContact, Genesys and Five9 agreements and expects to begin generating revenue from these agreements in the near future; however, there can be no assurance that these contracts will yield the expected results or generate any revenue. In general, the Company intends to generate revenue through the following sources:

	●	Subscription Model: The Company may offer its interpretation and translation services to customers on a subscription basis, with customers paying a monthly or annual fee to access the service.

	●	Pay-Per-Use Model: The Company may generate revenue on a pay-per-use model, where customers pay for interpretation or translation services on a per-minute or per-word basis.

	●	Licensing: The Company may license its proprietary NLP technology and architecture to other companies for a fee.

	●	Training and Education: The Company generates revenue by offering training and education services related to interpretation and translation, such as online courses and in-person workshops.

	●	Consultancy Services: The Company may generate revenue by offering consultancy services related to interpretation and translation, such as advising clients on best practices or providing customized solutions to meet their specific needs.

	●	Partnerships and Collaborations: The Company may form both formal and informal relationships with other businesses or organizations to offer joint interpretation and translation services and generate revenue through a revenue-sharing agreement.

We currently have limited customer relationships and revenue. Although we currently have multiple discussions underway, there can be no assurance of us entering into additional service agreements and business relationships.

Expenses

Operating expenses consist primarily of research and development, salaries and benefits, infrastructure and equipment, professional services and distribution and delivery.

	●	Research and Development: Developing and maintaining the proprietary NLP technology and architecture will be a significant future expense for the Company. This will include expenses related to hiring and retaining top talent, conducting research and development, and investing in technology infrastructure and equipment.

	●	Salaries and Benefits: The Company will invest in hiring and retaining additional employees to perform various functions, such as software development, customer support, sales, and administration. This will include salaries, benefits, and other employee-related expenses.

	●	Infrastructure and Equipment: The Company will invest in technology infrastructure and equipment to support its software development and distribution operations. This will include expenses related to servers, software licenses, hardware, and office equipment.

	●	Professional Services: Depending on the Company’s needs, it may need to engage professional services such as legal, accounting, or consulting services, which would be an expense for the Company.

	●	Distribution and Delivery: The Company will need to invest in distribution and delivery methods for its products, such as software updates, shipping, or online delivery. This will include expenses related to logistics, software licensing, or server maintenance.

The Company will bear all expenses of its operations, including, without limitation: (a) fees, costs and expenses of outside counsel, accountants, auditors, consultants, administrators, depositaries and other similar outside advisors and service providers with respect to the Company and its business or operations; (b) any taxes, fees or other governmental charges levied against the Company or on its income or assets or in connection with its business or operations, and preparation expense in connection with such governmental charges or to otherwise comply with applicable tax reporting obligations or any legal implementation of such regimes, but excluding any amounts to the extent that the Company has been reimbursed therefore; (c) fees, costs and expenses incurred in connection with any audit, examination, investigation or other proceeding by any taxing authority or incurred in connection with any governmental inquiry, investigation or proceeding, in each case, involving or otherwise applicable to the Company, including the amount of any judgments, settlements, remediation or fines paid in connection therewith; (d) the portion fairly allocable to the Company of fees, costs and expenses incurred in connection with legal, regulatory and tax services provided on behalf of the Company and compliance with U.S. federal, state or local law or other non-U.S. law or other law and regulation relating to the Company’s activities, reports, filings, disclosures and notices prepared in connection with the laws and/or regulations of jurisdictions in which the Company engages in activities; (e) fees, costs and expense related to the offering of Shares (including expense associated with updating the offering materials, expenses associated with printing such materials, expenses associated with subscriptions and redemptions, and travel expenses relating to the ongoing offering of Shares) or a transfer of Shares or repurchase (but only to the extent not paid or otherwise borne by the transferring Shareholder and/or assignee of the transferring Shareholder, as appliable); (f) fees, costs and expenses related to procuring, developing, implementing or maintaining information technology, data subscriptions and license-based services, product development materials, equipment and services, computer software or hardware and electronic equipment used in connection with providing services to the Company in connection with obtaining and performing research related to potential or actual product development; (g) fees, costs and expenses incurred in connection with the dissolution and liquidation of the Company; and (h) all other costs and expenses of the Company and its affiliates in connection with the business or operation of the Company.

The Company will bear any extraordinary expenses it may incur, including any litigation expenses.

Results of Operations for the Years Ended December 31, 2024 and 2023

	December 31, 2024			December 31, 2023

Revenue	$	31,304		$	70,903
Total revenue		31,304			70,903

Operating expenses:
Research and development		869,899			757,267
General and administrative		2,937,425			4,074,187
Advertising and marketing		92,688			192,747
Legal and professional		625,957			464,930
Impairment expense		-			685,666

Total operating expenses		4,552,969			6,174,797

Loss from operations		(4,521,665	)		(6,103,894	)

Other expense:

Interest expense		(73,890	)		(43,169	)

Total other expense		(73,890	)		(43,169	)

Net loss	$	(4,595,555	)	$	(6,147,063	)

Revenues. Revenue for 2024 was $31,304 as compared to $70,903 for 2023. Our revenue decreased from 2023 to 2024 due to an overall decrease in the services delivered; however, we had little revenue for both years as our products have been in the development stage and we have not secured any significant customer contracts.

Operating Expenses. Total operating expenses for 2024 were $4,552,969 as compared to $6,174,797 for 2023. The decrease in our operating expenses was primarily a result of a decrease in general and administrative expenses, from $4,074,187 for 2023 to $2,937,425 for 2024, which, in turn, was primarily attributable to the additional issuance of 1,772,800 shares of common stock and 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, pursuant to an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, in 2023 as stock based compensation to award Mr. Leal’s performance in integrating Metalanguage’s business into the Company following its Acquisition by the Company. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762

Other Expense. Other expense was $73,890 for 2024, compared to $43,169 for 2023, an increase of $30,721. This increase was from increased interest expenses which, in turn, was attributable to increased borrowings from 2023 to 2024

Net Loss. As a result of our operating expenses decrease significantly beyond the decrease in our revenues, we had net loss of $4,595,555 for 2024 as compared to $6,147,063 for 2023.

Liquidity and Capital Resources

As of December 31, 2024, the Company had total assets of $314,847, all of which were current assets. We also had total liabilities of $2,999,667, all of which were current liabilities. We have incurred net losses since our inception and we anticipate net losses and negative operating cash flows for the near future and we may not be profitable or realize growth in the value of our assets. To date, our primary sources of capital have been cash generated from common stock sales and debt financing. While these sources of capital have primarily been from third party investors, they have also included loans from Mr. Rowland W. Day II, our President and CFO.

As of December 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management is seeking to obtain additional funds by equity financing and or related party advances, however, there is no assurance of additional funding being available. If we fail to increase our revenue, raise capital or enter into such agreements as and when needed, we may have to significantly delay, scale back or discontinue our operations or the development and commercialization of one or more of our products. Where the anticipated offering is successful, we may decide to raise additional financing, in addition to the net proceeds from this offering, to support further growth of our operations. Where the anticipated offering is unsuccessful, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements.

We believe our ability to achieve commercial success and continued growth will be dependent upon our ability to sell our products and our continued access to capital either through sales of our equity or cash generated from operations. We will attempt to obtain additional capital through private investors; however, we have no agreements or understandings with third parties at this time in regard to investing additional monies.

The Company doesn’t have any plans to repurchase any of its equity or debt.

Related Parties

See “Item 13. Certain Relationships and Related Transactions, and Director Independence” for a description of certain transactions and relationships with related parties.

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk.

As a “smaller reporting company,” as defined by Item 10 of Regulation S-K, the Company is not required to provide this information.

Item 8.

Financial Statements and Supplementary Data.

Our financial statements for the fiscal years ended December 31, 2024 and 2023 are attached hereto.

TABLE OF CONTENTS

Audited Financial Statements of OneMeta Inc.		Page Number
Report of Independent Registered Public Accounting Firm (PCAOB ID 2738)		F-1
Balance Sheets as of December 31, 2024 and 2023		F-2
Statements of Operations for the years ended December 31, 2024 and 2023		F-3
Statements of Stockholders’ Equity (Deficit) for the years ended December 31, 2024 and 2023		F-4
Statements of Cash Flows for the years ended December 31, 2024 and 2023		F-5
Notes to Financial Statements		F-6

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and

Shareholders of OneMeta, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of OneMeta, Inc. (the Company) as of December 31, 2024 and 2023, and the related statements of operations, changes in stockholders’ equity (deficit), and cash flows for each of the years in the two-year period ended December 31, 2024, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2024 in conformity with accounting principles generally accepted in the United States of America.

Going Concern

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the company has incurred recurring losses from operations and had not yet achieved profitable operations as of December 31, 2024 which raises substantial doubt about its ability to continue as a going concern. Management’s plans regarding these matters are also described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Going Concern

In prior years, the Company reported continued net losses from operations and negative cash flows from operations. As of December 31, 2024, management determined their cash and cash equivalents balance may not sufficiently cover operating expenditures for the next twelve-month period without raising additional funds. Auditing management’s evaluation of a going concern can be a significant judgment given the fact that the Company uses management estimates on future expenditures, which are difficult to substantiate.

We evaluated the appropriateness of management’s evaluation of the company’s going concern, we examined and evaluated the financial information along with management’s plans to mitigate the going concern consideration and management’s disclosure on going concern.

/s/ M&K CPAS, PLLC

PCAOB ID 2738

We have served as the Company’s auditor since 2022.

The Woodlands, TX

March 6, 2025

F-1

OneMeta Inc.

Balance Sheets

	December 31, 2024			December 31, 2023

ASSETS
Current assets:
Cash	$	215,816		$	1,129,935
Accounts receivable, net		5,000			6,935
Prepaid and other current assets		94,031			6,820
Total current assets		314,847			1,143,690

Total assets	$	314,847		$	1,143,690

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	586,305		$	522,917
Accrued expenses		18,025			-
Accrued expenses, related party		501,822			281,012
Accrued expenses		501,822			281,012
Note payable, related party		-			221,990
Convertible notes payable		650,000			-
Senior secured promissory notes, related party		543,515			-
Deferred revenue		700,000			-
Total current liabilities		2,999,667			1,025,919

Total liabilities		2,999,667			1,025,919

STOCKHOLDERS’ EQUITY (DEFICIT)
Preferred Stock, $0.001 par value, 50,000,000 shares authorized,		-			-
Series A Preferred Stock, $0.001 par value, 5,000,000 shares authorized, 2,068 issued and outstanding		2			2
Series B-1 Preferred Stock, $0.001 par value, 8,619,420 shares authorized, 8,619,420 shares issued and outstanding		862			862
Preferred stock, value		862			862
Common Stock, $0.001 par value, 500,000,000 shares authorized, 37,790,943 and 32,995,460 shares issued and outstanding, respectively		37,791			32,996
Additional paid in capital		36,792,679			33,992,707
Accumulated deficit		(39,516,154	)		(33,908,796	)
Total stockholders’ equity (deficit)		(2,684,820	)		117,771
Total liabilities and stockholders’ equity (deficit)	$	314,847		$	1,143,690

The accompanying notes are an integral part of these financial statements.

F-2

OneMeta Inc.

Statements of Operations

For the years ended December 31, 2024 and 2023

	December 31, 2024			December 31, 2023

Revenue	$	31,304		$	70,903
Total revenue		31,304			70,903

Operating expenses:
Research and development		896,899			757,267
General and administrative		2,937,425			4,074,187
Advertising and marketing		92,688			192,747
Legal and professional		625,957			464,930
Impairment expense		-			685,666

Total operating expenses		4,552,969			6,174,797

Loss from operations		(4,521,665	)		(6,103,894	)

Other expense:

Interest expense		(73,890	)		(43,169	)

Total other expense		(73,890	)		(43,169	)

Net loss	$	(4,595,555	)	$	(6,147,063	)

Deemed dividend
Common stock dividend		(1,011,803	)		-
Net loss available to common shareholders	$	(5,607,358	)		(6,147,063	)

Net loss per common share:
Basic	$	(0.17	)	$	(0.22	)
Diluted	$	(0.17	)	$	(0.22	)

Weighted average common shares outstanding:
Basic		33,883,019			28,546,287
Diluted		33,883,019			28,546,287

The accompanying notes are an integral part of these financial statements.

F-3

OneMeta Inc.

Statements of Changes in Stockholders’ Equity (Deficit)

For the years ended December 31, 2024 and 2023

	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Total
	Series B-1 Preferred Stock						Series A Preferred Stock				Series B-1 Preferred Stock				Common Stock				Additional paid-in		Accumulated
	Shares			Amount			Shares		Amount		Shares		Amount		Shares		Amount		capital		Deficit			Total

Balance, December 31, 2022		5,673,346			4,016,616			2,068		2		-		-		24,983,593		24,984		24,156,001		(27,761,733	)		(3,580,746	)
Common shares issued for cash		-			-			-		-		-		-		6,023,067		6,023		3,101,097		-			3,107,120
Stock based compensation		-			-			-		-		-		-		216,000		216		144,787		-			145,003
Contributed capital		-			-			-		-		-		-		-		-		351,459		-			351,459
Imputed interest		-			-			-		-		-		-		-		-		6,660		-			6,660
Stock based compensation		2,946,074			2,085,762			-		-		-		-		1,772,800		1,773		131,187		-			132,960
Reclassification of mezzanine equity		(8,619,420	)		(6,102,378	)		-		-		8,619,420		862		-		-		6,101,516		-			6,102,378
Net loss		-			-			-		-		-		-		-		-		-		(6,147,063	)		(6,147,063	)
Balance, December 31, 2023		-		$	-			2,068	$	2		8,619,420	$	862		32,995,460	$	32,996	$	33,992,707	$	(33,908,796	)	$	117,771
Balance		-		$	-			2,068	$	2		8,619,420	$	862		32,995,460	$	32,996	$	33,992,707	$	(33,908,796	)	$	117,771
Common shares issued for cash		-			-			-		-		-		-		969,500		969		724,631					725,600
Stock based compensation		-			-			-		-		-		-		1,500,000		1,500		1,055,791					1,057,291
Deemed dividend		-			-			-		-		-		-		2,325,983		2,326		1,009,477		(1,011,803	)		-
Contributed capital		-			-			-		-		-		-		-		-		4,448					4,448
Imputed interest		-			-			-		-		-		-		-		-		5,625					5,625
Net loss		-			-			-		-		-		-		-		-		-		(4,595,555	)		(4,595,555	)
Balance, December 31, 2024		-		$	-			2,068	$	2		8,619,420	$	862		37,790,943	$	37,791	$	36,792,679	$	(39,516,154	)	$	(2,684,820	)
Balance		-		$	-			2,068	$	2		8,619,420	$	862		37,790,943	$	37,791	$	36,792,679	$	(39,516,154	)	$	(2,684,820	)

The accompanying notes are an integral part of these financial statements.

F-4

OneMeta Inc.

Statements of Cash Flows

For the years ended December 31, 2024 and 2023

	December 31, 2024			December 31, 2023
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(4,595,555	)	$	(6,147,063	)
Adjustment to reconcile net loss to cash used in operating activities:
Imputed interest		5,625			6,660
Additional shares issued for prior year software acquisition		-			2,218,722
Stock based compensation		1,057,291			145,003
Amortization		-			391,809
Impairment expense		-			685,666
Net change in:
Accounts receivable		1,935			(6,935	)
Prepaid and other current assets		(87,211	)		(6,820	)
Accounts payable		388,769			614,986
Accrued expenses		18,025			-
Accrued expenses, related party		(100,123	)		(279,916	)
Deferred revenue		700,000			-

CASH FLOWS USED IN OPERATING ACTIVITIES		(2,611,244	)		(2,377,888	)

CASH FLOWS FROM INVESTING ACTIVITIES:
		-			-

CASH FLOWS USED IN INVESTING ACTIVITIES		-			-

CASH FLOWS FROM FINANCING ACTIVITIES:
Reparyment of related party note		(221,990	)		-
Proceeds from convertible notes		650,000			-
Proceeds from related party advances		72,000			-
Payment of related party advances		(72,000	)		-
Proceeds from senior secured promissory notes, related party		643,000			-
Payment to senior secured promissory notes, related party		(99,485	)		-
Proceeds from issuance of common shares		725,600			3,107,120

CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		1,697,125			3,107,120

NET CHANGE IN CASH		(914,119	)		729,232
Cash, beginning of period		1,129,935			400,703
Cash, end of period	$	215,816		$	1,129,935

SUPPLEMENTAL CASH FLOW INFORMATION

Cash paid on interest expense	$	42,526		$	-
Cash paid for income taxes	$	-		$	-

NON-CASH TRANSACTIONS
Expenses paid on the Company’s behalf	$	325,381		$	469,952
Deemed dividend	$	1,011,803			-
Reclassification of mezzanine equity	$	-		$	6,102,378
Contributed capital	$	4,448		$	351,459

The accompanying notes are an integral part of these financial statements.

F-5

OneMeta Inc.

Notes to the Financial Statements

Note 1. Basis of Presentation

The accompanying audited financial statements of OneMeta Inc. (“we”, “our”, “OneMeta” or the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States of America and the rules of the Securities and Exchange Commission (“SEC”). The Company’s fiscal year end is December 31.

OneMeta was originally incorporated as Promotions on Wheels Holdings, Inc., a Nevada corporation, on July 3, 2006. On December 26, 2008, the name of the Company was changed to Blindspot Alert, Inc. On September 11, 2009, the Company’s name was changed to WebSafety, Inc. On March 23, 2021, the Company’s name was changed to VeriDetx Corp. On June 8, 2021, the Company’s name was changed to WebSafety, Inc. On July 10, 2022, the Company’s name was changed to OneMeta AI. On June 20, 2023, the Company’s name was changed to OneMeta Inc.

Note 2. Summary of Significant Accounting Policies

Use of Estimates

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates in the accompanying financial statements involving the valuation of stock-based compensation and long-term customer contracts.

Cash and Cash Equivalents

Cash equivalents include all highly liquid investments with original maturities of three months or less.

Accounts Receivable

Accounts receivable are comprised of unsecured amounts due from customers. The Company carries its accounts receivable at their face amounts less an allowance for credit losses. The allowance for credit losses is recognized based on management’s estimate of likely losses per year, past experience, review of customer profiles and the aging of receivable balances. As of December 31, 2024 and 2023, there was $1,160 and $0 of allowance for credit losses, respectively.

Property and Equipment

Property and equipment are valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Depreciation is provided using the straight-line method over the estimated useful lives of the assets as follows:

Schedule of Property and Equipment

		Estimated
Category		Useful Lives
Building and improvements		3 years

Intangible Assets, and Long-Lived Assets

The Company evaluates its long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of such assets may not be recoverable. Recoverability of a long-lived asset is measured by comparison of the carrying amount to the expected future undiscounted cash flows that the asset is expected to generate. Any impairment to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense of $685,666.

Related Parties

The Company follows ASC 850, “Related Party Disclosures,” for the identification of related parties and disclosure of related party transactions.

Fair Value of Financial Instruments

The Company’s financial instruments consist primarily of cash and accounts payable. The carrying values of these financial instruments approximate their respective fair values as they are short-term in nature or carry interest rates that approximate market rates.

Revenue Recognition

The Company recognizes revenue in accordance with ASC Topic 606, Revenue From Contracts With Customers, which was adopted on January 1, 2018 using the modified retrospective method, with no impact to the Company’s comparative financial statements. Revenues are recognized when control of the promised goods or services is transferred to the customer in an amount that reflects the consideration the Company expects to be entitled to in exchange for transferring those goods or services. Revenue is recognized based on the following five step model:

●	Identification of the contract with a customer
●	Identification of the performance obligations in the contract
●	Determination of the transaction price
●	Allocation of the transaction price to the performance obligations in the contract
●	Recognition of revenue when, or as, the Company satisfies a performance obligation

F-6

We enter into revenue arrangements in which a customer may purchase a combination of subscriptions, consulting services, training and education. Fully hosted subscription services (“SaaS”) allow customers to access hosted software during the contractual term without taking possession of the software.

We recognize revenue ratably over the contractual service term for hosted services that are priced based on a committed number of transactions where the delivery and consumption of the benefit of the services occur evenly over time, beginning on the date the services associated with the committed transactions are first made available to the customer and continuing through the end of the contractual service term. Over-usage fees and fees based on the actual number of transactions are billed in accordance with contract terms as these fees are incurred and are included in the transaction price of an arrangement as variable consideration. Revenue based on per-minute or per-word basis, where invoicing is aligned to the pattern of performance, customer benefit and consumption, are typically accounted for utilizing the “as-invoiced” practical expedient. Revenue for subscriptions sold as a fee per period is recognized ratably over the contractual term as the customer simultaneously receives and consumes the benefit of the underlying service.

Licenses for software may be purchased as a subscription for a fixed period of time or based on usage. Revenue from licenses is recognized at the point in time the software is available to the customer, provided all other revenue recognition criteria are met, and classified as revenue on our Statements of Operations. Our interpretation or translation services fees are based on a per-minute or per-word basis, are typically accounted for utilizing the “as-invoiced” practical expedient.

Our services are comprised primarily of fees related to training, and education for certain licenses that are recognized at a point in time. Training and education revenues are recognized as the services are performed.

Disaggregation of revenues

The Company disaggregates revenue between subscription and license revenue and training and education revenue.

Schedule of Disaggregation of Revenue

	12/31/2024		12/31/2023
	For the Years Ended
	12/31/2024		12/31/2023

Subscription and license	$	27,804	$	54,483
Training and education		3,500		16,420
Total Revenue	$	31,304	$	70,903

Deferred Revenue

Deferred revenue includes service and support contracts and represents the undelivered performance obligation of agreements that are typically for one year or less. On October 8, 2024, the Company entered into an OEM Agreement to provide OEM Solutions hosting consisting of over-the-phone consecutive AI language translation solutions. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. The Company identified three separate performance obligations within the contract. The performance obligations are OEM Solution service, professional services and technical support. The OEM Solution revenue is recognized based on a per-minute rate while the professional services and technical support revenue is recognized based on a per hour rate. The Company expects the $700,000 credit to be used mainly by OEM Solution and professional services. As of December 31, 2024, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following twelve months. As of December 31, 2024 and 2023, deferred revenue was $700,000 and $0, respectively.

Stock-Based Compensation

All stock-based awards to employees and non-employee contractors, including any grants of stock and stock options, are measured at fair value at the grant date and recognized over the relevant vesting period in accordance with the Financial Accounting Standards Board (FASB) Accounting Standards Codification (ASC) Topic 718. Stock based awards to non-employees are recognized as a selling, general and administrative expense over the period of performance. Such awards are measured at fair value at the date of grant. In addition, for awards that vest immediately, the awards are measured at fair value and recognized in full at the grant date.

F-7

Basic and Diluted Loss Per Share

Basic loss per common share is computed by dividing the net loss available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted loss per common share is determined by using the weighted-average number of common shares outstanding during the period, adjusted for the dilutive effect of common stock equivalents. In periods when losses are reported, the weighted-average number of common shares outstanding excludes common stock equivalents, because their inclusion would be anti-dilutive. Accordingly, the number of weighted average shares outstanding, as well as the amount of net loss per share are presented for basic and diluted per share calculations for the years ended December 31, 2024 and 2023, reflected in the accompanying statement of operations.

Segments Reporting

The Company manages its operations as a single segment for the purpose of assessing performance and making operating decisions. The Company’s Chief Operating Decision Maker (“CODM”) is its executive management committee. The CODM allocates resources and evaluates the performance of the Company using information about combined net income from operations. All significant operating decisions are based upon an analysis of the Company as one operating segment, which is the same as its reporting segment.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU No. 2023-07, “Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure.” The ASU updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The amendments do not change how segments are determined, aggregated, or how thresholds are applied to determine reportable segments. We adopted ASU No. 2023-07 during the year ended December 31, 2024.

Note 3. Going Concern

These financial statements have been prepared in accordance with generally accepted accounting principles applicable to a going concern, which assumes that the Company will be able to meet its obligations and continue its operations for its next fiscal year. Realization values may be substantially different from carrying values as shown and these financial statements do not give effect to adjustments that would be necessary to the carrying values and classification of assets and liabilities should the Company be unable to continue as a going concern. As of December 31, 2024, the Company had not yet achieved profitable operations and expects to incur further losses in the development of its business, all of which raise substantial doubt about the Company’s ability to continue as a going concern. The Company’s ability to continue as a going concern is dependent upon its ability to generate future profitable operations and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Where the anticipated offering is unsuccessful, we expect to use proceeds from the issuance of equity, debt financings, or other capital transactions to fund our operations and satisfy our liquidity requirements. Management is seeking to obtain additional funds by equity financing and or related party advances, however, there is no assurance of additional funding being available.

Note 4. Software

On June 30, 2022, the Company entered into an acquisition agreement with Metalanguage Corp. Per the acquisition agreement, the Company acquired all the shares of Metalanguage Corp. Per the acquisition agreement, the purchase price is comprised of $210,000 cash, 1,363,636 shares of Series B-1 Preferred Stock and the right to receive contingent consideration in the form of equity. The contingent consideration for the acquisition is comprised of 1,363,637 shares of Series B-1 Preferred Stock, which shall be held in escrow and will be issued upon the Company achieving sales of $5 million within 12 consecutive months prior to December 31, 2027. The day one contingent liability is $0 since the probability of achieving $5 million in sales within twelve consecutive months is low but will be re-evaluated in future periods.

The total purchase price for the acquisition was determined to be $1,175,427 which consisted of $210,000 cash paid and 1,363,636 shares of Series B-1 Preferred Stock valued at the redemption value of $0.70798 per share with a fair value of $965,427. The Company concluded the purchase of a single set of assets qualified as an asset acquisition and all such acquisition costs have been capitalized as software on the balance sheet. The Company estimated the useful life of the software acquired and purchased to be 3 years. During the years ended December 31, 2023, the Company recorded $391,809 of amortization expense related to the software. During the year ended December 31, 2023, the Company evaluated the software for impairment and recorded an impairment expense of $685,666. As of December 31, 2024 and 2023, the software balance, net of amortization was $0.

F-8

Note 5. Related Party Transactions

Advances, related party

During the year ended December 31, 2024, Mr. Day advanced the Company $72,000 and was repaid $72,000. The advances are unsecured, non-interest bearing and are payable on demand. As of December 31, 2024, the related party advances balance owed to Mr. Day was $0.

Expense paid on the Company’s behalf

During the year ending December 31, 2024, the CFO and CEO paid $316,519 and $8,862 of expenses on the Company’s behalf and was repaid $266,235 and $8,862, respectively. During the year ending December 31, 2023, the CFO paid $469,952 of expenses on the Company’s behalf and was repaid $479,425. As of December 31, 2024 and 2023, the balance owed to Mr. Day was $54,621 and $4,337, respectively.

Founder note

Rowland Day, the Company’s prior CEO, agreed to provide the necessary working capital for the Company’s business. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5% and is convertible into Series B-1 Preferred Stock at the rate of $0.10 per share. During the years ended December 31, 2024 and 2023, the Company recorded imputed interest expense of $5,625 and $6,660, respectively. On October 1, 2023, Mr. Day agreed to waive the convertible feature on the note payable. During the year ended December 31, 2024, the Company paid $221,990 of the related party principal and the accrued interest of $42,525. As of December 31, 2024, the related party note payable principal balance was $0 and the related accrued interest was $0. As of December 31, 2023, the note payable, related party principal balance was $221,990, with accrued interest of $33,299.

Common and Series B-1 Preferred stock issuances

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 1,772,800 shares of common stock and 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, as stock-based compensation. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.

Accrued salary and interest

On October 1, 2023, the Company and Mr. Day entered into a settlement and general release agreement. Per the agreement, Mr. Day agreed to settle all accrued salary and interest for service provided prior to the September 1, 2022. As a result, the Company recorded the settlement of $351,459 as a contribution to capital during the year ended December 31, 2023. As of December 31, 2024, the accrued related party salary and accrued interest expense was $364,500 and $23,121. As of December 31, 2023, the accrued related party salary and accrued interest expense was $230,000 and $13,377.

Senior secured notes payable

On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. During the year ended December 31, 2024, the Company paid $85,485 of the secured promissory note principal. On February 25, 2025, the note maturity was extended to April 11, 2025.

F-9

On June 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $216,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) December 12, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

On August 12, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) February 12, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

On August 27, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $5,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on October 31, 2024. On February 25, 2025, the note maturity was extended to April 11, 2025.

On September 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $23,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) March 26, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

On October 14, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $80,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 13, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date) . If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

F-10

On November 26, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $14,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures on January 31, 2025. During the year ended December 31, 2024, the Company paid $14,000 of the secured promissory note principal.

For all of the secured promissory notes payable with the Lender, to secure the prompt and complete payment of all secured obligations, for value received and pursuant to the notes, the Grantor hereby grants, assigns and transfers to the Lender a security interest in and to all of the Grantor’s assets. At the time any Collateral becomes subject to a security interest of the Lender hereunder, unless the Lender shall otherwise consent, the Grantor shall be deemed to have represented and warranted that (a) the Grantor is the lawful owner of such Collateral or has the power to transfer the Collateral and have the right and authority to subject the same to the security interest of the Lender.

As of December 31, 2024, the related party senior secured promissory notes payable principal balance was $543,515 with accrued interest of $43,853.

Note 6. Convertible Notes Payable

In December 2024, the Company issued convertible notes payable to three investors in exchange for $650,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates. As of December 31, 2024, the convertible notes payable principal balance was $650,000.

Note 7. Equity

The Company is currently authorized to issue up to 500,000,000 shares of common stock with a par value of $0.001. In addition, The Company is authorized to issue 50,000,000 shares of preferred stock with a par value of $0.001. The specific rights of the preferred stock, when so designated, shall be determined by the board of directors.

On May 1, 2023, the Company amended their articles of incorporation to increase the authorized B-1 preferred shares to 8,619,420 shares.

Common Stock

2024

During the year ended December 31, 2024, the Company issued 969,500 shares of common stock for cash and collected $725,600.

F-11

During the year ended December 31, 2024, the Company issued 1,500,000 shares of common stock to a consultant for service that were valued at $652,500.

One November 25, 2024, the Board approved the issuance of additional 2,325,983 shares of common stock to shareholders. The shares were issued to shareholders who previously entered into subscription agreements with the Company. This issuance was recorded as a deemed dividend and valued at $1,011,803.

2023

During the year ended December 31, 2023, the Company issued 6,023,067 shares of common stock for cash and collected $3,107,120.

During the year ended December 31, 2023, the Company issuance of 216,000 shares of common stock to consultants for services provided that were valued at $83,434.

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for additional stock-based compensation to be paid to Mr. Leal in connection with the Company’s acquisition of Metalanguage from Mr. Leal and in consideration of Mr. Leal’s importance in continuing to lead and expand the Company’s business on a post-acquisition basis. The Addendum provided for the additional issuance of 1,772,800 shares of common stock with a fair value of $132,960 and the issuance of 2,946,074 shares of Series B-1 Convertible Preferred Stock to Saul Leal, which was recorded as stock-based compensation during the period issued and expensed immediately. The shares of common stock were valued at $0.075, the closing price of the Company’s common stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762.

Preferred Stock

Under our Articles of Incorporation, we are authorized to issue up to 2,068 shares of Series A Preferred Stock and up to 8,619,420 of Series B-1 Preferred Stock, each with par value of $0.001. The Series B-1 Preferred Stock is comprised solely of Series B-1 Preferred Stock.

Series A Preferred Stock

The Series A Preferred Stock has liquidation and dividend preferences. Each share of Series A has voting rights equal to the amount of shares of common stock the Series A is convertible to and is convertible on a 1 to 1.25 common share basis. As of December 31, 2024 and December 31, 2023, there are 2,068 shares of Series A-1 issued and outstanding.

Series B-1 Preferred Stock

The Series B -1 Preferred Stock (“Series B-1”) has liquidation and dividend preferences. Each share of Series B-1 Preferred Stock has voting rights 3.2x (times) that of the number of votes that is equal to the number of common stock the series of preferred shares are convertible into. Each share is convertible on a 1 to 11 common share basis. Our Articles of Incorporation include covenants requiring 51% of the outstanding votes of the series of stock to amend or repeal any incorporation documents that would alter the rights or preferences of the Series B-1 Preferred Stock, alter the authorized number of shares of the series, create or issue any classes of preferred stock senior to the Series B-1 Preferred Stock, amend the company’s bylaws, or enter into a transaction that would result in a change in control. Series B-1 Preferred Stock was included in mezzanine equity on the balance sheet, because it was convertible at the redemption value into a variable number of shares. On September 30, 2023, the Company amended its Articles of Incorporation to remove the redemption right of the Series B-1 Preferred Stock, which was subsequently reclassified from mezzanine equity to permanent equity on the Company’s balance sheet.

On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for the additional issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal as stock-based compensation. The shares were valued at $2,085,762 and recorded as stock-based compensation during the period issued. As of December 31, 2024 and 2023, there are 8,619,420 shares of Series B-1 issued and outstanding.

F-12

Stock Warrants

During the year ended December 31, 2023, the Company issued 350,000 common stock warrants in conjunction with stock purchase agreements. The warrants have a 5-year term and an exercise price range from $1.00 - $2.00. The common stock warrants have a relative fair value of $72,785. The Company valued the warrants using the Black-Scholes model with the with the following range of key assumptions: Stock price $0.167 - $0.40, Exercise price $1.00 - $2.00, Term 5 years, Volatility 169.90% – 172.74% , Discount rate 3.91% – 4.27% and a Dividend yield of 0%.

The following table summarizes the stock warrant activity for the years ended December 31, 2024 and 2023:

Schedule of Warrant Outstanding

	Warrants			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2022		78,750		$	0.50
Granted		350,000			1.29
Exercised		–			–
Forfeited		–			–
Expired		(78,750	)		0.50
Outstanding, December 31, 2023		350,000			1.29
Granted		–			–
Exercised		–			–
Forfeited		–			–
Expired		–			–
Outstanding, December 31, 2024		350,000		$	1.29

As of December 31, 2024, the outstanding and exercisable warrants have a weighted average remaining term of 3.31 with intrinsic value of $50,000.

Stock Options

2024

On January 24, 2024, the board of directors approved the issuance of 750,000 options to a director. The options have a ten-year term at an exercise price of $0.51 and vest in 4 equal annual instalments beginning one year from the issuance date. The total fair value of these option grants at issuance was $368,386. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 6.25 years, Volatility 162.68% and Discount rate 4.14%.

On August 5, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a five-year term at an exercise price of $0.51. The options vest as follows: (i) 50,000 options will become vested and exercisable with respect to 3,125 shares on December 31, 2024, and 3,125 shares at the end of each calendar quarter for years 2025, 2026, 2027, and ending on September 30, 2028, until the 50,000 Options are 100% vested (ii) 12,500 Options will vest over four years on an annual basis when the Participant exceeds annual sales objectives established by the Company for years 2025, 2026, 2027, and 2028, for a total of 50,000 Options. Participant’s sales objectives for the following calendar year will be set by November 15 of the prior year. The total fair value of these option grants at issuance was $43,894. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.51, Exercise price $0.51, Term 3.75 and 5 years, Volatility 120.76% and 167.38% and Discount rate 3.62%.

On August 19, 2024, the board of directors approved the issuance of 100,000 options to an employee. The options have a five-year term at an exercise price of $0.51. The Option will become vested and exercisable with respect to 7,500 shares on December 31, 2024, and 7,500 shares at the end of each calendar quarter for years 2025, 2026, 2027 and ending on September 30, 2028. The total fair value of these option grants at issuance was $52,021. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.57, Exercise price $0.57, Term 3.75 years, Volatility 117.27% and Discount rate 3.75%.

F-13

On October 29, 2024, the board of directors approved the issuance of 1,200,000 options to an employee. The options expire on March 28, 2029 and have an exercise price of $0.75. 75,000 Options are fully vested and 525,000 Options will become vested and exercisable with respect to 37,500 shares on the last day of each calendar quarter beginning December 31, 2024, and ending on September 30, 2028, until 525,000 Option Shares are 100% vested. For a period of four years beginning October 1, 2024, ending September 30, 2025; October 1, 2025, ending September 30, 2026; October 1, 2026 ending September 30, 2027; and October 1, 2027 ending September 30, 2028, 150,000 Option Shares will vest (subject to meeting certain total new bookings) on September 30 of each year, beginning September 30, 2025. Vesting for each 12-month term is contingent upon Participant exceeding a minimum amount of total new bookings as determined by the Company’s board of directors or their designee. For the first term ending on September 30, 2025, Participant must exceed $5 million of total new bookings for the first vesting of 150,000 Option Shares. The total fair value of these option grants at issuance was $387,206. The Company valued the stock options using the Black-Scholes model with the following key assumptions: Stock price $0.43, Exercise price $0.75, Term 4.21 and 4.41 years, Volatility 120.02% and 122.74 and Discount rate 4.38%.

On November 26, 2024, the Company amended the October 29, 2024 option issuance to change the exercise price to $0.41 per commons stock share and to extend the expiration of the options to October 1, 2029. The Company calculated the incremental fair value based on the difference between the fair value of the modified award and the fair value of the original award immediately before it was modified. The total incremental fair value of the modified awards was $67,171.

During the year ended December 31, 2024, the Company recognized $404,791 of expense related to outstanding stock options.

2023

On June 5, 2023, the Company issued 400,000 options to an employee. The options have a five-year term at an exercise price of $0.17. The options vest at 10% over a four-year period in equal installments on each of the succeeding four anniversary dates. The remaining 240,000 options vest upon the Company attaining a $60,000,000 run rate by December 31, 2025. The total fair value of these option grants at issuance was $62,002.

On August 25, 2023, the Company issued 125,000 options to an employee. The options have a three-month term at an exercise price of $0.40 and vest upon issuance. On November 24, 2023, the options expired. The total fair value of these option grants at issuance was $3,850.

On October 1, 2023, the Company issued 45,000 options to an advisory board member. The options have a five-year term at an exercise price of $0.27 and vest upon issuance. The total fair value of these option grants at issuance was $11,572.

On October 11, 2023, the Company issued 550,000 options to an advisory board member. The options have a five-year term at an exercise price of $0.57. The options vest as follows: (i) 25,000 options on each of January 31, April 30, July 31, and October 31 for the years 2024 and 2025; (ii) 50,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $5,000,000 by June 30, 2024; (iii) 100,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $20,000,000 by June 30, 2025; and (iv) 200,000 options upon the Company’s revenue from the sale of the Company’s products through customer’s channels exceeding $40,000,000 by June 30, 2026. The total fair value of these option grants at issuance was $298,275.

On December 16, 2023, the Company issued 1,000,000 options to a director. The options have a ten-year term at an exercise price of $0.57. The options vest over a four-year period in equal installments on each of the succeeding four anniversary dates. The total fair value of these option grants at issuance was $397,140.

During the year ended December 31, 2023, the Company issued 1,650,000 common stock options to consultants and a director. The options have a term ranging from three to five years with exercise prices ranging from $0.40 - $0.75. Of the 1,650,000 options, 100,000 options vest upon issuance and 1,550,000 options vest 20% at issuance and 80% over a four year period in equal installments on each of the succeeding four anniversary dates. The total fair value of these option grants at issuance was $611,764.

F-14

The Company valued the stock options using the Black-Scholes model with the following range of key assumptions: Stock price $0.17 - $0.57, Exercise price $0.27 - $0.75, Term 0.25 - 5 years, Volatility 76.64% – 172.88% and Discount rate 2.01% – 4.60%.

During the year ended December 31, 2023, the Company recognized $61,569 of expense related to outstanding stock options.

The following table summarizes the stock option activity for the years ended December 31, 2024 and 2023:

Schedule of Stock Options

	Options			Weighted-Average Exercise Price Per Share
Outstanding, December 31, 2022		–		$	–
Granted		3,370,000			0.43
Exercised		–			–
Forfeited		–			–
Expired		(125,000	)		0.40
Outstanding, December 31, 2023		3,645,000			0.43
Granted		2,170,000			0.46
Exercised		–			–
Forfeited		(1,400,000	)		0.33
Expired		–			–
Outstanding, December 31, 2024		4,415,000		$	0.46
Exercisable, December 31, 2024		1,008,125		$	0.45

As of December 31, 2024 the outstanding and exercisable options have a weighted average remaining term of 5.00 with $757,606 intrinsic value.

Note 8: Commitments and Obligations

On July 22, 2024, the Company entered into an Independent Software Vendor Program Agreement (the “Agreement”) with Five9, Inc. (“Five9”), a Delaware corporation. Five9 is a leading provider of intelligent cloud software and applications for contact centers. Pursuant to the Agreement, Five9 granted the Company a non-exclusive, worldwide, royalty-free, non-sublicensable and non-transferable license to access the Five9 developer account with the purpose of integrating the Company’s products and services and becoming an accredited vendor under Five9’s ISV program. The Company has agreed to pay a non-refundable ISV Program participation fee to Five9 for the initial one-year term of the Agreement and for each one-year renewal term thereafter. Further, each party to the Agreement may receive referral fees from the other party for the referral of prospective customers.

One August 22, 2024, the Company entered into a Genesys AppFoundery ISV Partner Agreement with Genesys Cloud Services, Inc. (“Genesys”), a California corporation. Genesys manages the Genesys AppFoundry, a marketplace of solutions that offers Genesys customers a curated selection of integrations and applications. The agreement governs the Company’s non-exclusive participation as an AppFoundry ISV Partner in the Genesys AppFoundry Program. The Company has agreed to pay a non-refundable revenue share to Genesys during the term of the Agreement based on a percentage of the revenue invoiced by the Company or Genesys in connection with the sale of the Company’s software through the AppFoundry marketplace. The agreement may be terminated by either party without cause upon ninety (90) days written notice to the other party.

F-15

On October 8, 2024, the Company entered into an OEM Agreement (the “Agreement”) with inContact, Inc. (“inContact”), a Delaware corporation. inContact is an affiliate of NICE Ltd., a company incorporated in Israel, whose shares are traded on the Tel Aviv Stock Exchange and whose American Depositary Shares are traded on the Nasdaq Global Select Market. NICE is one of the largest customer service companies in the world. Pursuant to the Agreement, inContact will distribute and sell the Company’s OEM solutions, consisting of over-the-phone consecutive AI language translation solutions to customers and inContact will pay fees to the Company based on usage of the Company’s OEM solutions. The agreement has an initial term of three years and will automatically renew for additional periods of one year. Additionally, the Company will continue to provide support to NICE for a period of five years following termination or expiration of the agreement. The agreement also has an exclusivity period of eighteen months. During the exclusivity period, NICE shall not develop or make its own native over-the-phone consecutive AI language translation solution, nor shall NICE OEM a competitive over-the-phone consecutive AI language translation solution, where such solution is embedded within the NICE Product. Upon execution of the agreement, the Company received $700,000 from NICE as a credit balance for future service. As of December 31, 2024, the Company expects to recognize all the unsatisfied performance obligations as revenue in the following twelve months.

Note 9. Income Tax

The Company is subject to United States federal income taxes at an approximate rate of 21%. The reconciliation of the provision for income taxes at the United States federal statutory rate compared to the Company’s income tax expense as reported is as follows:

	Year Ended			Year Ended
	December 31,			December 31,
	2024			2023
Income tax benefit computed at the statutory rate	$	965,000		$	1,291,000
Tax effect of:
True-up and non-deductible expenses		(422,000	)		1,952,000
Change in valuation allowance		(543,000	)		(3,243,000	)
Provision for income taxes	$	–		$	–

Significant components of the Company’s deferred tax assets and liabilities after applying enacted corporate income tax rates are as follows:

	As of			As of
	December 31,			December 31,
	2024			2023
Deferred income tax assets
Net operating losses	$	4,069,000		$	3,525,000
Valuation allowance		(4,069,000	)		(3,525,000	)
Net deferred income tax assets	$	–		$	–

The Company has an operating loss carry forward of approximately $19,375,000.

Note 10. Subsequent Events

In December 2024, The Company entered into employment agreements with Mr. Leal and Mr. Day, each of which will become effective as of the effective date of the registration statement on Form S-1 in connection with the Company’s planned public offering of its shares. Pursuant to the employment agreements, Mr. Day has agreed to serve as President, Chief Financial Officer, Secretary, Chief Legal Officer and Chairman of the Board of the Company and Mr. Leal has agreed to serve as Chief Executive Officer and as a Director for five years from the effective date in consideration for an annualized salary of $300,000, payable in regular installments in accordance with the usual payment practices of the Company. The employment agreements contemplate annual bonus awards based on the achievement of performance objectives and targets established annually by the Board of Directors and possible additional bonuses for services and results achieved by Mr. Day and Mr. Leal.

In February 2025, the Company issued convertible notes payable to two investors in exchange for $250,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.

F-16

On February 6, 2025, the Company issued a convertible note payable to a related party, Roy Chestnutt, director and audit committee member, in exchange for $50,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.

On February 24, 2025 and February 26, 2025, the Company issued convertible notes payable to two related parties, sons of Manoel Amorim, an independent director nominee, in aggregate principal amount of $50,000. The convertible notes mature six months following that date of issuance and do not accrue interest. The notes are convertible into common shares as follows: (i) on the next equity financing conversion: the principal balance on each note will convert into shares upon the closing of the next equity financing. The number of conversion shares the Company issues upon such conversion will equal the quotient obtained by dividing (x) the outstanding principal balance under each converting note on the closing date of the next equity financing by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the lowest per share purchase price of the equity securities issued in the next equity financing; and/or (ii) corporate transaction conversion: at the closing of a major corporate transaction, the note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of such note on the closing of such corporate transaction by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the closing date of the corporate transaction; and/or (iii) at any time on or after the maturity date, each note will convert into that number of conversion shares equal to the quotient obtained by dividing (x) the outstanding principal balance of the note on the date of such conversion by (y) the applicable conversion price of the product of (x) 100% less the discount of 25% and (y) the volume weighted average trading price on the date that is ten days immediately prior to the maturity date. The Company evaluated the conversion feature and determined that no embedded derivative liability existed on the issuance dates.

On February 27, 2025, Rowland Day agreed to extend the maturity date on all of his outstanding secured promissory notes payable to April 11, 2025.

F-17

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.

Evaluation of Disclosure Controls and Procedures.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include controls and procedures designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Exchange Act, our management, with the participation of our chief executive officer (our principal executive officer) and our chief financial officer (our principal financial officer and principal accounting officer) evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this annual report, being December 31, 2024.

Based on this evaluation, these officers concluded that, as of December 31, 2024 these disclosure controls and procedures were not effective to ensure that the information required to be disclosed by our company in reports it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities Exchange Commission. The conclusion that our disclosure controls and procedures were not effective was due to Company’s lack of pre-planning for expenses and documentation of all transactions.

The Company has only recently become subject to the periodic reporting requirements of the Exchange Act. We must design our disclosure controls and procedures to reasonably assure that information we must disclose in reports we file or submit under the Exchange Act is accumulated and communicated to management, and recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC. We believe that any disclosure controls and procedures or internal controls and procedures, no matter how well-conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. For example, our directors or executive officers could inadvertently fail to disclose a new relationship or arrangement causing us to fail to make a required related party transaction disclosure. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by an unauthorized override of the controls. Accordingly, because of the inherent limitations in our control system, misstatements due to error or fraud may occur and not be detected.

Management’s Annual Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. The term “internal control over financial reporting” is defined as a process designed by, or under the supervision of, an issuer’s principal executive and principal financial officers, or persons performing similar functions, and effected by the issuer’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles and includes those policies and procedures that:

	(1)	Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; and
	(2)	provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer.

Under the supervision of our chief executive officer, being our principal executive officer, and our chief financial officer, being our principal financial officer and principal accounting officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2024 using the criteria established in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting were not effective as of December 31, 2024.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a more than remote possibility that a misstatement of our company’s annual or interim financial statements could occur. In its assessment of the effectiveness of our internal control over financial reporting as of December 31, 2024, we determined that there were control deficiencies that constituted material weaknesses which are indicative of many small companies with small staff, such as:

(1) inadequate segregation of duties and effective risk assessment;

(2) insufficient written policies and procedures for documenting all transactions with vendors;

(3) insufficient written policies and procedure for the approval, identification and reporting of related-party transactions;

(4) inadequate internal control procedures over financial reporting, resulting in non-reliance on previously issued financial statements; and

(5) inadequate written policies and procedures for documenting informal agreements.

Our management is currently evaluating remediation plans for the above deficiencies. During the period covered by this annual report on Form 10-K, we have been able to remediate some of the weaknesses described above. However, we plan to take steps to enhance and improve the design of our internal control over financial reporting.

Item 9B.

Other Information.

During the Company’s fourth quarter, no director or officer adopted or terminated a Rule 10b5-1 trading arrangement or a non-Rule 10b5-1 trading arrangement.

Item 9C.

Disclosure Regarding Foreign Jurisdictions that Prevent Inspections.

Not applicable.

PART III

Item 10.

Directors, Executive Officers and Corporate Governance

The following table sets forth certain information of our officers and directors, as of December 31, 2024.

Name	Age	Position
*Executive Officers*
Saul I. Leal	43	Chief Executive Officer, Director
Rowland W. Day, II	69	President, CFO, Secretary and Chairman of the Board
Roy Chestnutt	64	Independent Director
John Dalfonsi	58	Independent Director Nominee
Manoel Amorim	66	Independent Director Nominee

Our executive officers are appointed by, and serve at the discretion of, our board of directors and each holds office until his or her successor is duly elected and qualified or until his or her earlier resignation or removal. There are no family relationships among any of our directors or executive officers.

The following are biographical summaries of the experience of our directors and executive officers:

Rowland W. Day, II—President, CFO, Secretary and Chairman of the Board Executive Officer and Chairman of the Board. Rowland is our President, CFO, Secretary, and our Chairman of the Board. For the prior six (6) years, Mr. Day served as President and CEO of the Company. Mr. Day is a corporate securities lawyer and has practiced law since 1983. Mr. Day has been a director of TechTeam Global, Inc, (NASDAQ symbol: TEAM), RE3W WorldWide, Inc., Restaurants on the Run, HDL Communications, and Bikers Dream. Mr. Day was a General Partner of FarWest Ventures, a venture capital firm from 1990-1994.

Saul I. Leal—Chief Executive Officer and Director. Saul joined the Company in August 2022. Mr. Leal holds a degree in Systems Engineering from Military University UNEFA in Venezuela, a master’s degree in business from The Marriott School of Business, cum laude, Executive Education in Marketing from the Kellogg School of Management, and Advance Statistics Executive Education from Stanford University. Mr. Leal’s experience includes the following:

	●	From 2006 to 2007, Mr. Leal worked at Deloitte & Touche.
	●	From 2007 to 2014, Mr. Leal worked as Station Manager at BYU Broadcasting, where he developed viable businesses in more that 20 countries, built products that have been distributed to over 55 million cell phones and approximately 39 million pay TV viewers, and translated over 15,000 hours of content into multiple languages.
	●	From 2014 to 2021, Mr. Leal served as General Manager and Director of Global Initiatives at Deseret Management Corporation. Mr. Leal led the development of one of the largest digital publishers achieving more than 256 million social media follows and over 4 billion monthly impressions.
	●	In 2021, Mr. Leal founded Metalanguage, an artificial intelligence architecture using the latest NLP and LLM technology to provide pragmatic, user-centric solutions to the interpretation and behavioral industry.
	●	Mr. Leal has served on multiple advisory boards, including Oracle Cloud USA CAB, Ad Council, Leadership Council, and The Leonardo, Museum of Creativity & Innovation.
	●	During his career, Mr. Leal earned 27 nominations and 9 regional Emmys.

Non-Employee Directors

Roy Chestnutt—Independent Director. Mr. Chestnutt has been a member of our Board of Directors since January 2024. He is also a member of our audit committee. He is the former Executive Vice President and Chief Strategy Officer for Verizon. He brings a remarkable 30+ year track record of experience in operations, corporate strategy, business development, joint ventures, and strategic investments.

Mr. Chestnutt is currently on the Board of Directors of Telstra-Australia’s leading telecommunications and technology company, Digital Turbine, and Intelsat. Additionally, he is on the Accenture Luminaries Board of Advisors, Tillman Global Holdings, and FTI/Delta Partners. Previously Mr. Chestnutt served as a director of Saudi Telecom, as a Senior Advisor to Blackstone, and served on the Board of Directors of Global System for Mobile Communications Association (“GSMA”) which is comprised of numerous mobile carriers from around the world and over 400 companies involved in the mobile ecosystem.

John Dalfonsi—Independent Director Nominee. John is a nominee to our board of directors, audit committee, compensation committee, and nominating and corporate government committee, whose formal election will occur concurrent with the completion of the offering. Since 1995, Mr. Dalfonsi has closed public and private equity and debt financings, merger and acquisitions, advisory and fairness opinion transactions and Nasdaq and NYSE/AMEX IPOs. He has worked with companies in the healthcare, industrial, consumer, technology, cleantech and resource sectors, bringing a wealth of experience to the Company. During this period, Mr. Dalfonsi has spent the bulk of his career at ROTH Capital Partners, LLC and Paulson Investment Company, LLC. Mr. Dalfonsi has been the Managing Member at Eagle Vision Fund G/P., LLC since April 2022, was previously a Senior Managing Director at Paulson Investment Company, LLC from January 2021 through April 2022, and a Managing Director at Roth Capital Partners from February 2002 to December 2020. Mr. Dalfonsi has served as the Chief Financial Officer of Nasdaq-listed BranchOut Foods, Inc. since January 2024 and is a member of its board of directors. Mr. Dalfonsi earned his Bachelor of Science degree in Industrial Engineering from Northwestern University and his Master of Business Administration from the University of Chicago Booth School of Business.

Manoel Amorim—Independent Director Nominee. Mr. Manoel Amorim is a nominee to our board of directors, audit committee, compensation committee, and nominating and corporate governance committee, whose formal election will occur concurrent with the completion of the offering. Mr. Amorim has vast corporate experience, having served as President/CEO/Partner of several companies in different sectors in Brazil, Latin America, Europe and the USA. He also served as a director in various corporate boards in six different countries.

Mr. Amorim served as CEO of Abril Education, a startup launched with investments from the Civita family and from the private equity firm BR Education in Brazil, which he took public in 2012 and which quickly became the 7th largest K-12 education company in the world. Prior to that, Mr. Amorim served as president and CEO of Globex, a leading consumer electronics and appliances retailer in Brazil, Executive Chairman of the Board of Vivo, the largest cell phone company in Latin America, Managing Director of the Telefonica Residential Business Unit for Latin America, out of Madrid, Spain, with operations in six different countries, CEO of Telefonica Brazil, the largest wireline and broadband telecom operator in Latin America, President of America Online Brazil and General Manager of Procter & Gamble Latin America’s second largest division and member of the Baby Care Global Leadership team, out of Cincinnati, Ohio.

Mr. Amorim served in several boards of directors in different capacities. He was a full time, Executive Chairman of the Vivo Board, Chairman of the Investcred Bank and the Pontofrio.com Boards, Vice-Chairman of the boards of Abril Education and of the American Chamber of Commerce in Brazil, and a director on the boards of Mastercard International in the USA, and of all the Telefonica International controlled companies in five different countries.

Mr. Amorim is a member of the Marriott School of Business National Advisory Council and was an Executive in Residence of the University of Utah David Eccles School of Business’ Goff Strategic Leadership Center, where he worked on Leadership projects with faculty. He is a founding partner of MXF Investments, a family office with investments in real estate and technology startups, out of Orlando, FL. He is a founding partner of K2A Partners, a telecommunications and IT consulting practice servicing medium and large size corporations in Latin America and the USA, out of Sao Paulo, Brazil, and a partner with Peak Capital Partners, a large real estate investment company in Provo, UT.

Mr. Amorim graduated as an Engineer from the Instituto Militar de Engenharia in Rio de Janeiro, Brazil, and holds an MBA from Harvard University.

Non-Employee Director Compensation

Non-Employee Director Compensation Policy

We believe that equity compensation is appropriate to attract and retain the individuals we desire to serve on our board of directors and that this approach is comparable to the policies of our peers. We further believe that it is appropriate to provide equity compensation to our non-employee directors to align their long-term interests with those of the Company and our stockholders.

Upon joining the Company in January 2024, we awarded Mr. Chestnutt options to purchase 750,000 shares vesting over a four year period and with an exercise price of $0.51.

Delinquent Section 16(a) Reports

fof our common stock to file with the SEC initial reports of beneficial ownership and reports of changes in beneficial ownership. Officers, directors, and stockholders who own more than 10% of our Class A common stock are required by SEC regulations to furnish us with copies of all such reports.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, we believe that for fiscal year 2023 all required reports were filed on a timely basis under Section 16(a), other than one initial reports for Saul Leal, Rowland Day and Thomas Hogan. We are working to remedy these delinquent filings.

Item 11.

Executive Compensation

This section describes our compensation program for our named executive officers (“NEOs”) for the years ended December 31, 2024 and 2023. Our NEOs are:

	●	Rowland W. Day, II – President, Chief Financial Officer, Secretary and Chairman of the Board

	●	Saul I. Leal - Chief Executive Officer, Director

The following table provides details with respect to the total compensation of our NEOs during the fiscal years ended December 31, 2024 and 2023. Our NEOs are (a) each person who served as our Chief Executive Officer during 2024, (b) the next two most highly compensated executive officers serving as of December 31, 2024 whose total compensation exceeded $100,000 and (c) any person who could have been included under (b) except for the fact that such persons were not an executive officer on December 31, 2024.

Summary Compensation Table

Name and Principal Position	Fiscal Year		Salary ($)		Bonus ($)		Stock Awards ($)		Restricted Stock Awards ($)		Option Awards ($)		Non Equity Incentive Plan Compensation ($)		Nonqualified Deferred Compensation Earnings ($)		All Other Compensation ($)		Total ($)
Rowland W. Day, II (President, Chief Financial Officer, Secretary and Chairman of the Board)		2024		240,000		-		-		-		-		-		-		-		240,000
		2023		180,000		-		-		-		-		-		-		-		180,000
Saul I. Leal (Chief Executive Officer and Director)		2024		240,000		-		-		-		-		-		-		-		240,000
		2023		180,000		-		-		-		-		2,218,722⁽¹⁾		-		-		180,000

(1) On May 2, 2023, the Board approved an addendum to the Share Exchange Agreement previously entered into on August 1, 2022, between the Company, Metalanguage, and Saul Leal. The Addendum provided for additional stock-based compensation to be paid to Mr. Leal in connection with the Company’s acquisition of Metalanguage from Mr. Leal and in consideration of Mr. Leal’s importance in continuing to lead and expand the Company’s business on a post-acquisition basis. The Addendum provided for the additional issuance of 1,772,800 shares of common stock with a fair value of $132,960 and the issuance of 2,946,074 shares of Series B-1 Preferred Stock to Saul Leal, which was recorded as stock-based compensation during the period issued and expensed immediately. The shares of common stock were valued at $0.075, the closing price of the Company’s stock on May 2, 2023. The 2,946,074 shares of Series B-1 Preferred Stock issued to Mr. Leal pursuant to the Addendum were valued at $2,085,762. The shares issued to Mr. Leal were not issued under the 2023 Equity Incentive Plan as it had not yet been adopted.

Compensation of Executive Officers

The Company previously accrued $15,000 of salary per month for Rowland Day, Chief Executive Officer (“CEO”), with interest at 5% per annum on the CEO’s accrued salary. On March 25, 2021, Mr. Day agreed to forego and cancel the Corporation’s obligation to pay his accrued salary of $1,553,000 and accrued interest of $301,053 which was recorded to additional paid in capital. Mr. Day resigned as CEO effective August 1, 2022, and remained as the Chairman of the Board, President, Chief Financial Officer, and Secretary of the Company. On August 1, 2022, Saul Leal as appointed as CEO and as a director. On September 1, 2022, the Company agreed to compensate Mr. Leal and Mr. Day each $15,000 per month for their services. On January 1, 2024, the Company agreed to compensate Mr. Leal and Mr. Day each $20,000 per month for their services.

During the years ended December 31, 2024, and 2023, the Company recognized $480,000 and $360,000 of salary expense. As of December 31, 2024, and 2023, the Company accrued $364,500 and $230,000 of salary expense, with accrued interest of $23,121 and $13,377, respectively.

Compensation of Directors

No compensation is paid to our directors, who are not Independent Directors.

The table below sets forth the compensation of the Company’s non-employee directors for 2024.

Name

Fees Earned or Paid in Cash ($)

Stock Awards ($)

Option Awards ($)

Non-Equity Incentive Plan Compensation ($)

All Other Compensation ($)

Total ($)

(1)	Mr. Chestnutt has options to purchase 750,000 shares of the Company’s common stock, vesting over a four-year period from January 2024.

Item 12

The following table sets forth, as of December 31, 2024, the number of shares of common stock and preferred stock owned of record and beneficially by our executive officers, directors, and persons who beneficially own more than 5% of any class of our capital stock.

Names of All Officers, Directors, and Control Persons	Affiliation with Company (e.g. Officer Title/Director/Owner of More than 5%)	Residential Address	Number of Shares Owned	Share Type/Class	Ownership Percentage of Class Outstanding
Rowland W. Day, II	President, CFO, and Director	2510 East Sunset Road, Suite 5-837, Las Vegas, NV 89120	2,442,800 Common and 4,309,710 Series B-1 Preferred*	Common and Series B-1 Preferred	6.464% of the Common and 50% of the Series B-1 Preferred

Saul Leal	Chief Executive Officer and Director	2510 East Sunset Road, Suite 5-837, Las Vegas, NV 89120	2,142,800 Common And 4,309,710 Series B-1 Preferred of which 1,363,638 Series B-1 Preferred are held in escrow*	Common and Series B-1 Preferred	5.670% of the Common and 50% of the Series B-1 Preferred

AOS Holdings, LLC	Owner of More than 5%	4310 Guion Rd. Indianapolis, IN 46032	2,666,667	Common	7.056%

Elizabeth Chlipala	Owner of More than 5%	1 Paragon Dr. Ste 275 Montvale, NJ 07645	3,575,782	Common	9.462%

Nicholson Family Trust	Owner of More than 5%	36 Palazzo, Newport Beach, CA 92660	167	Series A Preferred**	8.075%

Melinda Owen Bass	Owner of More than 5%	4403 Homewood	667	Series A Preferred**	32.253%

Clayton Walls	Owner of More than 5%	5055 Addison Cir., PH 711, Addison, TX 75001	668	Series A Preferred**	32.302%

Donald Bailey Holmes	Owner of More than 5%	111 Dahlia Pass, Spring Branch, TX 78070	167	Series A Preferred**	8.075%

Gregory K. Bell & Annette Bell JTWROS	Owner of More than 5%	P.O. Box 1886, Forney, TX 75126	134	Series A Preferred**	6.480%

Collective Management Ownership	Officers and Directors	2510 East Sunset Road, Suite 5-837, Las Vegas, NV 89120	4,585,600 Common and 8,619,420 Series B-1 Preferred	Common and Series B-1 Preferred	11.734% of the Common and 100% of the Series B-1 Preferred

*Each share of Series B-1 Preferred Stock shall be convertible, at the option of the holder, at a rate of eleven (11) shares of Common Stock for each share of Series B-1 Preferred Stock, and holders of the Series B-1 Preferred Stock shall be entitled to 3.2 times the number of votes on all matters submitted to the shareholders, that is equal to the number of shares of Common Stock into which such holder’s shares of Series B-1 Preferred Stock are convertible.

**Each share of Series A Preferred Stock shall be convertible, at the option of the holder, at a rate of one and one quarter (1 ¼) share of Common Stock for each share of Series A Preferred Stock, and holders of Series A Preferred Stock shall be entitled to votes equal to the number of whole shares of Common Stock into which each share of Series A Preferred Stock could be converted.

2023 Equity Incentive Plan

General

Our board of directors and stockholders adopted the 2023 Equity Incentive Plan as of September 1, 2023, which provides for the grant of incentive stock options and non-qualified stock options to purchase shares of our common stock and other types of awards. The general purpose of the 2023 Equity Incentive Plan is to provide a means whereby eligible employees, officers, non-employee directors and other individual service providers develop a sense of proprietorship and personal involvement in our development and financial success, and to encourage them to devote their best efforts to our business, thereby advancing our interests and the interests of our stockholders. By means of the 2023 Equity Incentive Plan, we seek to retain the services of such eligible persons and to provide incentives for such persons to exert maximum efforts for our success and the success of our subsidiaries.

Description of the 2023 Equity Incentive Plan

The following description of the principal terms of the 2023 Equity Incentive Plan is a summary and is qualified in its entirety by the full text of the 2023 Equity Incentive Plan.

Administration. In general, the 2023 Equity Incentive Plan will be administered by the Compensation Committee of the board of directors. The Compensation Committee will determine the persons to whom options to purchase shares of common stock, stock appreciation rights (or “SARs”), restricted stock units, restricted or unrestricted shares of common stock, performance shares, performance units, incentive bonus awards, other stock-based awards and other cash-based awards may be granted. The Compensation Committee may also establish rules and regulations for the administration of the 2023 Equity Incentive Plan and amendments or modifications of outstanding awards. No options, stock purchase rights or awards may be made under the 2023 Equity Incentive Plan on or after January 7, 2032 (or, the expiration date), but the 2023 Equity Incentive Plan will continue thereafter while previously granted options, SARs or other awards remain outstanding.

Eligibility. Persons eligible to receive options, SARs or other awards under the 2023 Equity Incentive Plan are those employees, officers, directors, consultants, advisors and other individual service providers of our Company and our subsidiaries who, in the opinion of the Compensation Committee, are in a position to contribute to our success, or any person who is determined by the Compensation Committee to be a prospective employee, officer, director, consultant, advisor or other individual service provider of the Company or any subsidiary. As of the date of this prospectus, we had four full-time employees, of which two are executive officers. As awards under the 2023 Equity Incentive Plan are within the discretion of the Compensation Committee, we cannot determine how many individuals in each of the categories described above will receive awards.

Shares Subject to the 2023 Equity Incentive Plan. The aggregate number of shares of common stock initially available for issuance in connection with options and other awards granted under the 2023 Equity Incentive Plan is 5,000,000. The number of shares of common stock available for issuance under the 2023 Equity Incentive Plan automatically increases on the first day of each fiscal year of the Company commencing with fiscal year 2024, and the first day of each fiscal year thereafter until the expiration date, in an amount equal to 5% percent of the total number of shares of our common stock outstanding on the last day of the immediately preceding fiscal year of the Company, unless the board of directors takes action prior thereto to provide that there will not be an increase in the share reserve for such year or that the increase in the share reserve for such year will be of a lesser number of shares of common stock than would otherwise occur.

“Incentive stock options”, or ISOs, that are intended to meet the requirements of Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”) may be granted under the 2023 Equity Incentive Plan with respect to all of the shares of common stock authorized for issuance under the 2023 Equity Incentive Plan.

If any option or SAR granted under the 2023 Equity Incentive Plan terminates without having been exercised in full or if any award is forfeited, the number of shares of common stock as to which such option or award was forfeited will be available for future grants under the 2023 Equity Incentive Plan. Awards settled in cash will not count against the number of shares available for issuance under the 2023 Equity Incentive Plan.

No non-employee director may receive awards in any calendar year having an accounting value in excess of $250,000 (inclusive of any cash awards to the non-employee director for such year that are not made pursuant to the 2023 Equity Incentive Plan); provided that, in the case of a new non-employee director, such amount is increased to $350,000 for the initial year of the non-employee director’s term.

The number of shares authorized for issuance under the 2023 Equity Incentive Plan and the foregoing share limitations are subject to customary adjustments for stock splits, stock dividends or similar transactions.

Terms and Conditions of Options. Options granted under the 2023 Equity Incentive Plan may be either ISOs or “non-statutory stock options” that do not meet the requirements of Section 422 of the Code. The Compensation Committee will determine the exercise price of options granted under the 2023 Equity Incentive Plan. The exercise price of stock options may not be less than the fair market value per share of our common stock on the date of grant (or 110% of fair market value in the case of ISOs granted to a ten-percent stockholder).

If on the date of grant the common stock is listed on a stock exchange or is quoted on the automated quotation system of the Nasdaq Stock Market, the fair market value will generally be the closing sale price on the date of grant (or the last trading day before the date of grant if no trades occurred on the date of grant). If no such prices are available, the fair market value will be determined in good faith by the Compensation Committee based on the reasonable application of a reasonable valuation method.

No option may be exercisable for more than ten years (five years in the case of an ISO granted to a ten-percent stockholder) from the date of grant. Options granted under the 2023 Equity Incentive Plan will be exercisable at such time or times as the Compensation Committee prescribes at the time of grant. No employee may receive ISOs that first become exercisable in any calendar year in an amount exceeding $100,000. The Compensation Committee may, in its discretion, permit a holder of an option to exercise the option before it has otherwise become exercisable, in which case the shares of our common stock issued to the recipient will continue to be subject to the vesting requirements that applied to the option before exercise.

Generally, the option price may be paid in cash, by certified check, or by bank draft. The Compensation Committee may permit other methods of payment, including through delivery of shares of our common stock having a fair market value equal to the purchase price. The Compensation Committee is authorized to establish a cashless exercise program and to permit the exercise price (and/or tax withholding obligations) to be satisfied by reducing from the shares otherwise issuable upon exercise a number of shares having a fair market value equal to the exercise price.

No option may be transferred other than by will or by the laws of descent and distribution, and during a recipient’s lifetime an option may be exercised only by the recipient. However, the Compensation Committee may permit the holder of an option, SAR or other award to transfer the option, right or other award to immediate family members or a family trust for estate planning purposes. The Compensation Committee will determine the extent to which a holder of a stock option may exercise the option following termination of service with us.

Stock Appreciation Rights. The Compensation Committee may grant SARs under the 2023 Equity Incentive Plan. The Compensation Committee will determine the other terms applicable to SARs. The exercise price per share of a SAR will not be less than 100% of the fair market value of a share of our common stock on the date of grant, as determined by the Compensation Committee. The maximum term of any SAR granted under the 2023 Equity Incentive Plan is ten years from the date of grant. Generally, each SAR will entitle a participant upon exercise to an amount equal to:

	●	the excess of the fair market value on the exercise date of one share of our common stock over the exercise price, multiplied by

	●	the number of shares of common stock covered by the SAR.

Payment may be made in shares of our common stock, in cash, or partly in common stock and partly in cash, all as determined by the Compensation Committee.

Restricted Stock and Restricted Stock Units. The Compensation Committee may award restricted common stock and/or restricted stock units under the 2023 Equity Incentive Plan. Restricted stock awards consist of shares of stock that are transferred to a participant subject to restrictions that may result in forfeiture if specified conditions are not satisfied. Restricted stock units confer the right to receive shares of our common stock, cash, or a combination of shares and cash, at a future date upon or following the attainment of certain conditions specified by the Compensation Committee. The restrictions and conditions applicable to each award of restricted stock or restricted stock units may include performance-based conditions. Dividends with respect to restricted stock may be paid to the holder of the shares as and when dividends are paid to stockholders or at the time that the restricted stock vests, as determined by the Compensation Committee. Dividend equivalent amounts may be paid with respect to restricted stock units either when cash dividends are paid to stockholders or when the units vest. Unless the Compensation Committee determines otherwise, holders of restricted stock will have the right to vote the shares.

Performance Shares and Performance Units. The Compensation Committee may award performance shares and/or performance units under the 2023 Equity Incentive Plan. Performance shares and performance units are awards, denominated in either shares or U.S. dollars, which are earned during a specified performance period subject to the attainment of performance criteria, as established by the Compensation Committee. The Compensation Committee will determine the restrictions and conditions applicable to each award of performance shares and performance units.

Incentive Bonuses. The Compensation Committee may grant incentive bonus awards under the 2023 Equity Incentive Plan from time to time. The terms of incentive bonus awards will be set forth in award agreements. Each award agreement will have such terms and conditions as the Compensation Committee determines, including performance goals and amount of payment based on achievement of such goals. Incentive bonus awards are payable in cash and/or shares of our common stock.

Other Stock-Based and Cash-Based Awards. The Compensation Committee may award other types of equity-based or cash-based awards under the 2023 Equity Incentive Plan, including the grant or offer for sale of shares of our common stock that do not have vesting requirements and the right to receive one or more cash payments subject to satisfaction of such conditions as the Compensation Committee may impose.

Effect of Certain Corporate Transactions. The Compensation Committee may, at the time of the grant of an award provide for the effect of a change in control (as defined in the 2023 Equity Incentive Plan) on any award, including (i) accelerating or extending the time periods for exercising, vesting in, or realizing gain from any award, (ii) eliminating or modifying the performance or other conditions of an award, or (iii) providing for the cash settlement of an award for an equivalent cash value, as determined by the Compensation Committee. The Compensation Committee may, in its discretion and without the need for the consent of any recipient of an award, also take one or more of the following actions contingent upon the occurrence of a change in control: (a) cause any or all outstanding options and SARs to become immediately exercisable, in whole or in part; (b) cause any other awards to become non-forfeitable, in whole or in part; (c) cancel any option or SAR in exchange for a substitute option; (d) cancel any award of restricted stock, restricted stock units, performance shares or performance units in exchange for a similar award of the capital stock of any successor corporation; (e) cancel or terminate any award for cash and/or other substitute consideration in exchange for an amount of cash and/or property equal to the amount, if any, that would have been attained upon the exercise of such award or realization of the participant’s rights as of the date of the occurrence of the change in control, but if the change in control consideration with respect to any option or SAR does not exceed its exercise price, the option or SAR may be canceled without payment of any consideration; or (f) make such other modifications, adjustments or amendments to outstanding awards as the Compensation Committee deems necessary or appropriate.

Amendment, Termination. The board of directors may at any time amend the 2023 Equity Incentive Plan for the purpose of satisfying the requirements of the Code, or other applicable law or regulation or for any other legal purpose, provided that, without the consent of our stockholders, the board of directors may not (a) increase the number of shares of common stock available under the 2023 Equity Incentive Plan, (b) change the group of individuals eligible to receive options, SARs and/or other awards, or (c) extend the term of the 2023 Equity Incentive Plan.

Tax Withholding

As and when appropriate, we shall have the right to require each optionee purchasing shares of common stock and each grantee receiving an award of shares of common stock under the 2023 Equity Incentive Plan to pay any federal, state, or local taxes required by law to be withheld.

The table below sets forth certain information regarding our OneMeta Inc. 2023 Equity Compensation Plan as of December 31, 2024.

	Equity Compensation Plan Information
Plan category	(a) Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants, and Rights			(b) Weighted Average Exercise Price of Outstanding Options, Warrants, and Rights		(c) Number of Securities Remaining Available for Future Issuance under Equity Compensation Plan (Excluding Securities Referenced in Column (a))
Equity compensation plans approved by security holders(1):		5,000,000	⁽¹⁾	$	0.44		3,370,000
Equity compensation plans not approved by security holders:		N/A			N/A		N/A
Total		5,000,000		$	0.44		3,370,000

(1) To automatically be increased on the first day of each fiscal year beginning with 2024, in an amount equal to lesser of (i) five percent (5%) of the outstanding shares of all classes of the Company’s Common Stock (on a fully diluted basis, but rounded to the nearest 1,000 share increment) as of the last day of the immediately preceding Fiscal Year or (ii) such number of Shares determined by the Board (the “Annual Increase”). Notwithstanding the foregoing and, subject to adjustment as provided in Section 4.3 of the Plan, the maximum number of shares of Common Stock that may be issued upon the exercise of Incentive Stock Options will equal the aggregate number of shares Common Stock stated in Section 4.1(a), and shall be increased on the first day of each Fiscal Year beginning with the Company’s Fiscal Year beginning in 2024 until (and including) the Company’s Fiscal Year beginning in 2033, by the Annual Increase for such Fiscal Year.

Item 13.

Certain Relationships and Related Transactions, and Director Independence

Expense paid on the Company’s behalf

Founder Note

Rowland Day, the Company’s President and Chief Financial officer, agreed to provide the necessary working capital for the Company’s business under the convertible promissory note. At the end of each calendar quarter the convertible promissory note is adjusted based upon the funds provided. The convertible promissory note bears interest at 5% and is convertible into Series B-1 Preferred Stock at the rate of $0.10 per share. During the years ended December 31, 2024 and 2023, the Company recorded imputed interest expense of $5,625 and $6,660, respectively. On October 1, 2023, Mr. Day agreed to waive the convertible feature on the note payable. During the year ended December 31, 2024, the Company paid $221,990 of the related party principal and the accrued interest of $42,525. As of December 31, 2024, the related party note payable principal balance was nil and the related accrued interest was nil. As of December 31, 2023, the note payable, related party principal balance was $221,990, with accrued interest of $33,299.

From May to December 2024, the Company issued additional secured promissory notes to Mr. Day which, as of December 19, 2024, aggregated $593,671 in outstanding principal amount. The funds raised by the Company from these notes were used to fund the Company’s ongoing operations and general corporate expenses, including but not limited to salary and payroll, office lease and travel expenses. The notes are secured by the assets of the Company and accrue interest at the rate of 14% per annum. The notes are payable on demand. If Mr. Day does not demand payment, the notes mature the earlier of; (i) January 29, 2025, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and/or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Mr. Day is reduced to less than fifty percent (50%) or Mr. Day’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date).

Accrued salary and interest

Senior secured notes payable

On May 10, 2024, the Company (the “Grantor”) entered into a secured promissory note payable for $225,000 with Rowland Day (the “Lender”). The note is secured by the assets of the Company and will accrue interest at the rate of 14% per annum. The note is payable on demand. If the Lender does not demand payment, the note matures the earlier of; (i) November 10, 2024, (ii) the closing of a minimum of $500,000 in a subsequent financing of either debt or equity; (iii) a subsequent registration statement with minimum proceeds of one million dollars ($1,000,000) is received by the Company; and /or (iv) a change in control transaction occurs in which the collective ownership of Saul Leal and Holder is reduced to less than fifty percent (50%) or Holder’s ownership is reduced to less than thirty-five percent (35%) (any such date, or transaction shall be the maturity date). If any Event of Default occurs and continues for a period that exceeds ten (10) days, Holder may by written election, elect to either (i) declare the Note immediately due and payable, or (ii) receive 1,000,000 warrants with an exercise price of $0.01 per share which shall have a term of 5 years. On February 25, 2025, the note maturity was extended to April 11, 2025.

As of December 31, 2024, the related party senior secured promissory note payable principal balance was $543,515 with accrued interest of $43,853

Director Independence

We are not currently a “listed company” under SEC rules and are therefore not required to have a Board comprised of a majority of independent directors or separate committees comprised of independent directors. We currently have two independent directors as the term “independent” is defined by the rules of the Nasdaq Stock Market.

Item 14.

Principal Accountant Fees and Services.

The following table sets forth fees billed to us for principal accountant fees and services for years ended December 31, 2024 and 2023.

		Year Ended December 31, 2024		Year Ended December 31, 2023

Total Audit and Audit-Related Fees	$	63,425	$	46,500

PART IV

Item 15.

Exhibits and Financial Statement Schedules.

(a) Exhibits

The following exhibits are filed with this Report on Form 10-K:

		Incorporated by Reference			Filed or Furnished
Exhibit No.	Exhibit Description	Form	Date Filed	Number	Herewith

3.1	Articles of Incorporation, as currently in effect	Form 10	9/19/2023	3.1
3.2	Bylaws as currently in effect	Form 10	9/19/23	3.2
31.1	Certification of CEO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
31.2	Certification of CFO Pursuant to Exchange Act Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002				X
32.1	Certification of CEO and CFO Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002				XX
101.INS	Inline XBRL Instance Document				X
101.SCH	Inline XBRL Instance Schema				X
101.CAL	Inline XBRL Instance Calculation Linkbase				X
101.DEF	Inline XBRL Instance Definition Linkbase				X
101.LAB	Inline XBRL Instance Label Linkbase				X
101.PRE	Inline XBRL Instance Presentation Linkbase				X
104	The Cover Page Interactive Data File, formatted in Inline XBRL (included in Exhibit 101).				X

Item 16.

Form 10-K Summary.

None.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registration has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Signature	Title	Date

/s/ Saul Leal	Chief Executive Officer	March 6, 2025
Saul Leal	(Principal Executive Officer)

/s/ Rowland Day	President, Chief Financial Officer	March 6, 2025
Rowland Day	(Principal Accounting and Financial Officer)

ADDITIONAL SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this Annual Report on form 10-K has been signed below by the following persons in the capacities indicated on March 6, 2025.