UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September~~March 3031, ~~2024~~ 2025

☐ 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: 001-41963

VOCODIA HOLDINGS CORP

(Exact Name of Registrant as Specified in its Charter)

Wyoming		86-3519415
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
36401 Congress Avenue, Suite #160, Boca Raton, Florida 33487		33487
7781 NW Beacon Square Blvd, Unit 102-V64 BOCA RATON, FLORIDA		33487
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (561) 484-5234

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.001 per share	VHAI	OTC Markets, Inc.
Series A Warrants	VHAIW	OTC Markets, Inc.
Series B Warrants	VHABW	OTC Markets, Inc..

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 (§232.405 of this chapter) 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, 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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes ☒ No ☐

As of ~~January~~July 137, 2025 the ~~registrant~~ registrant had ~~300~~1,~~213~~256,~~026~~214,474 shares of common stock, $0.0001 par value per share, outstanding.

Table of Contents

		Page
PART I.	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Changes in Stockholders’ Equity (Deficit)	3
	Condensed Consolidated Statements of Cash Flows	4
	Notes to Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2022
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	2830
Item 4.	Controls and Procedures	2830
PART II.	OTHER INFORMATION	2931
Item 1.	Legal Proceedings	2931
Item 1A.	Risk Factors	2932
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	2932
Item 3.	Defaults Upon Senior Securities	2932
Item 4.	Mine Safety Disclosures	2932
Item 5.	Other Information	2932
Item 6.	Exhibits	3033
Signatures		3134

PART I—FINANCIAL INFORMATION

Vocodia Holdings Corp

Condensed Consolidated Balance Sheets

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
ASSETS
Current Assets
Cash and cash equivalents	$	1,216		$	-
Cash	$	1,339		$	281
Accounts receivable, net		~~50,155~~-			-50,000
Prepaid expenses		~~157~~41,~~212~~652			1277,~~770~~076
Other current assets		1,000			-1,000
Total Current Assets		~~209~~43,~~583~~991			12128,~~770~~357
Non-Current Assets
Property and equipment, net		2017,~~499~~326			2318,~~267~~912
Right-of-use assets		240,970			316,310
Other assets		-			713
Deferred offering costs		-			4,085,726
Total Non-Current Assets		17,326			19,625
Other assets		21,400			21,273
TOTAL ASSETS	$	61,317		$	147,982
Total Non-Current Assets		282,869			4,446,576
LIABILITIES AND SHAREHOLDERS’ DEFICIT
TOTAL ASSETS	$	492,452		$	4,459,346
LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Accounts payable	$	1,461,613		$	1,154,684
Accounts payable and accrued liabilities	$	2,090,276		$	1,945,207
Accrued expenses		543,732			903,849
Liquidate damages payable		587,243			-
Contract liabilities		15,950			15,950
Related party payable		77,251			7698,~~368~~980
Note payable		-40,000			2540,000
Convertible notes payable, net		84364,~~881~~455			3157,~~688,566~~871
Derivative liability		-106,521			1105,~~922,879~~337
Operating lease liability, current portion		146,401			106,833
Total Current Liabilities and Total Liabilities		3,281,696			2,363,345
Total Current Liabilities		2,329,828			7,894,129
Commitments and contingencies		-			-
Non-current Liability
Shareholders’ Deficit
Operating lease liability, less current portion		114,119			232,787
Total Non-Current Liability		114,119			232,787
TOTAL LIABILITIES		2,443,947			8,126,916
Commitments and contingencies
Shareholders’ Equity (Deficit)
Preferred stock, $0.0001 par value; 24,000,000 shares authorized;
Series A Preferred Stock, 4,000,000 shares designated, $0.0001 par value; 4,000,000 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		400			400
Series A Preferred Stock, 4,000,000 shares designated, $0.0001 par value; 4,000,000 shares issued and outstanding as of March 31, 2025, and December 31, 2024		400			400
Series B Preferred Stock, 3,000 shares designated, $0.0001 par value; 0 and 1,305 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively		-			-
Series B Preferred Stock, 3,000 shares designated, $0.0001 par value; 0 and 0 shares issued and outstanding as of March 31, 2025, and December 31, 2024		-			-
Series C Convertible Preferred Stock, 7,000 shares designated, $0.0001 par value; 0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
Series C Convertible Preferred Stock, 7,000 shares designated, $0.0001 par value; 0 shares issued and outstanding as of March 31, 2025, and December 31, 2024		-			-
Series D Redeemable Preferred Stock, 20,000 shares designated, $0.0001 par value;0 shares issued and outstanding as of September 30, 2024 and December 31, 2023, respectively
Series D Redeemable Preferred Stock, 20,000 shares designated, $0.0001 par value;0 shares issued and outstanding as of March 31, 2025, and December 31, 2024		-			-
Common stock, $0.0001 par value: 476,000,000 shares authorized; 229,366,391 and 4,234,747 shares issued and outstanding, as of September 30, 2024 and December 31, 2023, respectively		22,937			423
Common stock, $0.0001 par value: 15,000,000,000 shares authorized; 584,065,699 and 300,213,026 shares issued and outstanding, as of March 31, 2025, and December 31, 2024, respectively		58,407			30,021
Additional paid-in capital		98,~~368~~500,~~382~~881			8698,~~839~~361,~~777~~469
Accumulated deficit		(~~100~~101,~~343~~780,~~214~~067	)		(90100,~~508~~607,~~170~~253	)
Total shareholders’ equity (deficit)		(1,951,495	)		(3,667,570	)
Total shareholders’ deficit		(3,220,379	)		(2,215,363	)
TOTAL LIABILITIES AND SHAREHOLDERS’ EQUITY (DEFICIT)	$	492,452		$	4,459,346
TOTAL LIABILITIES AND SHAREHOLDERS’ DEFICIT	$	61,317		$	147,982

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

Vocodia Holdings Corp

Condensed Consolidated Statements of Operations

	Three Months Ended						~~Nine Months Ended~~
	September 30,						September 30,
	March 31,
	2024			2023			2024			2023
	2025			2024
Sales, net	$	~~50,156~~-		$	~~9,620~~-		$	~~50,231~~		$	~~252,820~~
Cost of Sales		7447,~~062~~130			~~16,920~~-			~~130,321~~			~~200,289~~
Gross Profit (Loss)		(23,906	)		(7,300	)		(80,090	)		52,531
Gross Loss		(47,130	)		-
Operating Expenses
General and administrative expenses		~~740~~202,~~010~~890			~~383~~1,~~555~~646,902			~~3,188,266~~			~~1,155,262~~
Salaries and wages		~~349~~33,~~731~~277			~~440~~382,~~688~~383			~~1,179,038~~			~~2,324,214~~
Research and development and other service providers		~~217~~27,~~360~~626			~~139~~793,~~758~~175			~~1,339,250~~			~~1,196,920~~
Total Operating Expenses		1263,~~307,102~~793			~~964~~2,~~001~~822,460			~~5,706,554~~			~~4,676,396~~
Operating Loss		(1310,~~331,008~~923	)		(~~971~~2,~~301~~822,460	)		~~(5,786,645~~	)		~~(4,623,865~~	)
Other Income (Expense)
Other income		1,875			-			76,943			-
Liquidated damages		(710,375	)		-
Change in fair value of derivative liability		-48,816			~~(134~~115,~~613~~296	)		~~115,296~~			~~(157,395~~	)
Loss on settlement of debt		-			-			(3,824,936	)		-
Loss on settlement of debts		(33,510	)		(3,824,936	)
Interest expense		(1,550	)		(702,206	)		(415,703	)		(2,367,680	)
Write-off of accounts receivable		(50,000	)		-
Total Other Income (Expense)		325			(836,819	)		(4,048,400	)		(2,525,075	)
Interest expense		(116,822	)		(413,270	)
Loss Before Taxes		(1,330,682	)		(1,808,120	)		(9,835,044	)		(7,148,940	)
Total Other Expense		(861,891	)		(4,122,910	)
Income Taxes		-			-			-			-
Loss Before Taxes		(1,172,814	)		(6,945,370	)
Net Loss	$	(1,330,682	)	$	(1,808,120	)	$	(9,835,044	)	$	(7,148,940	)
Income Taxes		-			-
Basic and diluted loss per common share	$	(0.00	)	$	(0.46	)	$	(0.02	)	$	(1.77	)
Net Loss	$	(1,172,814	)	$	(6,945,370	)
Weighted average number of common shares outstanding - basic and diluted		748,869,534			3,910,943			550,232,567			4,031,338
Basic and diluted loss per common share	$	(0.00	)	$	(0.37	)
Weighted average number of common shares outstanding - basic and diluted		3,262,761,260			18,539,389

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

Vocodia Holdings Corp

Condensed Consolidated Statements of ~~Shareholders~~Stockholders’ Deficit

For the Three ~~and Nine months~~ Ended ~~September~~March 3031, ~~2024~~2025

	Series A Preferred Stock				~~Series~~Common ~~B Preferred~~ Stock					~~Common~~Additional ~~Stock~~Paid-In			Accumulated			~~Additional Paid-In~~			~~Accumulated~~
	Shares		Amount		Shares			Amount		~~Shares~~Capital			~~Amount~~Deficit			~~Capital~~Total			~~Deficit~~			~~Total~~
Balance, January 1, 2024		4,000,000	$	400		1,305		$	-		4,234,747		$	423		$	86,839,777		$	(90,508,170	)	$	(3,667,570	)
Balance, December 31, 2024		4,000,000	$	400		300,213,026		$	30,021	$	98,361,469		$	(100,607,253	)	$	(2,215,363	)
Issuance of Series B Preferred Stock		-		-		605			-		-			-			605,000			-			605,000
Common stock issued for exercise of warrants		-		-		181,997,673			18,200		(18,200	)		-			-
Common stock units issued for cash		-		-		-			-		1,400,000			140			5,372,647			-			5,372,787
Issuance common stock for settlement of debt		-		-		101,855,000			10,186		157,612			-			167,798
Deferred offering costs		-		-		-			-		-			-			(4,110,101	)		-			(4,110,101	)
Net loss		-		-		-			-		-			(1,172,814	)		(1,172,814	)
Issuance common stock for settlement of debt		-		-		-			-		143,262			15			286,793			-			286,808
Balance, March 31, 2025		4,000,000	$	400		584,065,699		$	58,407	$	98,500,881		$	(101,780,067	)	$	(3,220,379	)
Common stock issued for conversion of debt		-		-		-			-		1,801,880			180			7,657,810			-			7,657,990
Common stock issued for conversion of Series B Preferred Stock		-		-		(1,910	)		-		691,404			69			(69	)		-			-
Common stock issued for exercise of warrants		-		-		-			-		8,920,700			892			(892	)		-			-
Series C warrants issued		-		-		-			-		-			-			1,503,514			-			1,503,514
Stock based compensation		-		-		-			-		-			-			153,000			-			153,000
Net loss		-		-		-			-		-			-			-			(6,945,370	)		(6,945,370	)
Balance, March 31, 2024		4,000,000	$	400		-		$	-		17,191,993		$	1,719			98,307,479		$	(97,453,540	)	$	856,058
Common stock issued for exercise of warrants		-		-		-			-		117,095,110			11,710			49,363			-			61,073
Net loss		-		-		-			-		-			-			-			(1,558,992	)		(1,558,992	)
Balance, June 30, 2024		4,000,000	$	400		-		$	-		134,287,103		$	13,429		$	98,356,842		$	(99,012,532	)	$	(641,861	)
Common stock issued for exercise of warrants		-		-		-			-		95,079,288			9,508			11,540			-			21,048
Net loss		-		-		-			-		-			-			-			(1,330,682	)		(1,330,682	)
Balance, September 30, 2024		4,000,000	$	400		-		$	-		229,366,391		$	22,937		$	98,368,382		$	(100,343,214	)	$	(1,951,495	)

For the Three ~~and Nine months~~ Ended ~~September~~March 3031, ~~2023~~ 2024

	Series A Preferred Stock				Series B Preferred Stock					Common Stock						Additional Paid-In			Accumulated
	Shares		Amount		Shares			Amount		Shares			Amount			Capital			Deficit			Total
Balance, January 1, 2023		4,000,000	$	400		-		$	-		3,094,054		$	309		$	83,434,035		$	(81,796,967	)	$	1,637,777
Balance, December 31, 2023		4,000,000	$	400		1,305		$	-		4,234,747		$	423		$	86,839,777		$	(90,508,170	)	$	(3,667,570	)
Issuance of common stock and warrants for non-employee services		-		-		-			-		158,193			16			501,991			-			502,007
Issuance of Series B Preferred Stock		-		-		605			-		-			-			605,000			-			605,000
Employee common stock compensation		-		-		-			-		600,000			60			917,940			-			918,000
Common stock units issued for cash		-		-		-			-		1,400,000			140			5,372,647			-			5,372,787
Common stock cancelled		-		-		-			-		(162,500	)		(16	)		16			-			-
Deferred offering costs		-		-		-			-		-			-			(4,110,101	)		-			(4,110,101	)
Issuance of Series B Preferred Stock		-		-		155			-		-			-			155,000			-			155,000
Issuance common stock for settlement of debt		-		-		-			-		143,262			15			286,793			-			286,808
Issuance common stock for settlement of debt		-		-		-			-		25,000			3			38,247			-			38,250
Common stock issued for conversion of debt		-		-		-			-		1,801,880			180			7,657,810			-			7,657,990
Net loss		-		-		-			-		-			-			-			(2,924,966	)		(2,924,966	)
Common stock issued for conversion of Series B Preferred Stock		-		-		(1,910	)		-		691,404			69			(69	)		-			-
Balance, March 31, 2023		4,000,000	$	400		155		$	-		3,714,747		$	372			85,047,229		$	(84,721,933	)	$	326,068
Common stock issued for exercise of warrants		-		-		-			-		8,920,700			892			(892	)		-			-
Issuance of common stock and warrants for non-employee services		-		-		-			-		149,999			14			229,485			-			229,499
Series C warrant issued		-		-		-			-		-			-			1,503,514			-			1,503,514
Net loss		-		-		-			-		-			-			-			(2,415,854	)		(2,415,854	)
Stock based compensation		-		-		-			-		-			-			153,000			-			153,000
Balance, June 30, 2023		4,000,000	$	400		155		$	-		3,864,746		$	386		$	85,276,714		$	(87,137,787	)	$	(1,860,287	)
Net loss		-		-		-			-		-			-			-			(6,945,570	)		(6,945,370	)
Issuance of Series B Preferred Stock		-		-		750			-		-			-			750,000			-			750,000
Balance, March 31, 2024		4,000,000	$	400		-		$	-		17,191,993		$	1,719		$	98,307,479		$	(97,453,540	)	$	856,058
Issuance common stock for settlement of legal fees		-		-		-			-		250,000			25			382,475			-			382,500
Net loss		-		-		-			-		-			-			-			(1,808,120	)		(1,808,120	)
Balance, September 30, 2023		4,000,000	$	400		905		$	-		4,114,746		$	411		$	86,409,189		$	(88,945,907	)	$	(2,535,907

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

Vocodia Holdings Corp

Condensed Consolidated Statements of Cash Flows

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023
	2025			2024
Operating activities:
Net Loss	$	(91,~~835~~172,~~044~~814	)	$	(76,~~148~~945,~~940~~370	)
Adjustments to reconcile net loss to cash used in operating activities:
Depreciation		41,~~899~~586			41,~~440~~480
Amortization of debt issuance costs		~~165~~45,~~963~~952			1165,~~671,003~~082
Stock-based compensation		~~153,000~~-			1153,~~687,756~~000
Convertible note default penalty		146,054			485,412
Liquidated damages -warrants		710,375			-
Change in fair value of derivative liability		(115,296	)		157,395
Convertible note default penalty		-			146,054
Loss on settlement of debt		3,824,936			-
Change in fair value of derivative liability		(48,816	)		(115,296	)
Write-off of accounts payable		(60,861	)		-
Loss on settlement of debt		33,510			3,824,936
Write-off of accounts receivable		50,000			-
Changes in operating assets and liabilities:
Accounts receivable		(50,155	)
Prepaid expenses and other assets		35,424			(308,464	)
Prepaid expenses and other assets		(145,442	)		113,929
Other assets		713			-
Other assets		(127	)		-
Accounts payable and accrued liabilities		155,520			651,120
Accounts payable and accrued expenses		626,748			810,355
Net change in operating right-of-use lease asset and liability		-			(1,112	)
Related party payable		-			154,010
Cash used in operating activities		(188,550	)		(2,428,570	)
Contract liability		-			(203,000	)
Net change in operating right-of-use lease asset and liability		(3,760	)		(3,620	)
Cash used in operating activities		(5,289,085	)		(2,271,260	)
Investing activities:
Purchase of property and equipment		(2,131	)		-
Cash used in investing activities		(2,131	)		-
Financing activities:
Proceeds from issuance of common stock units		~~5,372,787~~-			-5,372,787
Deferred offering costs		~~(24,375~~-	)		(4924,~~833~~375	)
Proceeds from exercise of warrants		82,121			-
Proceeds from issuance of Series B Preferred stock		-			605,000
Proceeds from issuance of Series B Preferred stock		605,000			905,000
Repayment to related party payable		(21,729	)		-
Payment of debt issuance costs		-			(50,000	)
Proceeds from notes payable		-			30,000
Proceeds from related party payable		883			-
Repayment of notes payable		-			(55,000	)
Proceeds from notes payable		30,000			-
Proceeds from convertible notes payable		260,000			-
Repayment of notes payable		(55,000	)		-
Repayment of convertible notes payable		(48,663	)		(802,984	)
Proceeds from convertible notes payable		84,000			800,000
Cash provided by financing activities		189,608			5,125,428
Repayment of convertible notes payable		(802,984	)		-
Change in cash		1,058			2,696,858
Cash provided by financing activities		5,292,432			1,605,167
Cash, beginning balances		281			-
Change in cash and cash equivalents		1,216			(666,093	)
Cash, ending balances	$	1,339		$	2,696,858
Cash and cash equivalents, beginning balances		-			697,626
Cash and cash equivalents, ending balances	$	1,216		$	31,533
Supplemental cash flow information:
Cash paid for interest	$	~~109~~11,~~088~~337		$	1109,~~776~~088
Cash paid for taxes	$	-		$	-
Non-Cash Investing and Financing Activities:
Initial derivative liabilities recognized as a debt discount	$	-50,000		$	~~505,227~~-
Common stock cancellation	$	-		$	16
Series C warrants issued	$	-		$	1,053,514
Series C warrants issued	$	1,503,514		$	-
Issuance common stock for settlement of debt	$	167,798		$	286,808
Issuance common stock for settlement of debt	$	93,298		$	-
Common stock issued for conversion of debt	$	-		$	7,657,990
Issuance common stock for settlement of debt - related party	$	193,510		$	-
Common stock issued for conversion of Series B Preferred Shares	$	-		$	69
Common stock issued for conversion of debt	$	7,657,990		$	-
Common stock issued for exercise of warrants	$	18,200		$	892
Common stock issued for conversion of Series B Preferred Shares	$	69		$	-
Common stock issued for exercise of warrants	$	22,110		$	-
Common stock issued for settlement of legal fees for offering costs	$	-		$	382,500
Issuance common stock for services -related party, restricted stock awards (‘RSA”)	$	-		$	183,600

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

VOCODIA HOLDINGS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2025, AND 2024

NOTE 1 – ORGANIZATION AND GOING CONCERN

Organization and Business Overview

The Company and Business: Vocodia Holdings Corp (“~~we”, “us”, “~~Vocodia”,or “the ~~Company~~Copmany”) was incorporated in the State of Wyoming on April 27, 2021 , and is a conversational artificial intelligence (“AI”) technology provider. Vocodia’s technology is used to increase sales and drive conversions for its product or service.

Click Fish Media, Inc. (“CFM”) was incorporated in the State of Florida on November 29, 2019, and is an IT services provider.

On August 2, 2022, Vocodia purchased all outstanding shares of CFM held by an owner under common ownership for $10 in consideration. The Company determined that the acquisition met the requirements for accounting for the transaction as a transfer of an asset in accordance with Accounting Standards Codification (“ASC”) 805-50, common control transactions and is accounted for by Vocodia at the carrying value of the net assets transferred on a prospective basis. The transfer was not determined to be significant to the accounting and operations of Vocodia.

Going Concern

The Company’s ~~condensed~~ consolidated financial ~~statements~~ statements are prepared in accordance with Generally Accepted Accounting Principles (“GAAP”) of the United States including the assumption of a going concern basis, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. However, as shown in the accompanying ~~condensed~~ consolidated financial statements, the Company had a net loss of approximately $91.82 million, an accumulated deficit of ~~approximately~~ $~~100~~101.3 8 million, and used cash in operations of approximately $50.32 million for the ~~nine~~three months ~~ended~~ending ~~September~~March 31, 302025, ~~2024~~ and negative working capital of ~~approximately~~ $23.02 million. In ~~February~~May ~~2024~~2025, the Company ~~completed~~closed on a private offering pursuant to a Securities Purchase Agreement with an ~~Initial~~accredited ~~Public~~investor, ~~Offering~~pursuant ~~(“IPO”)~~to ofwhich ~~its~~the ~~securities~~investor purchased a Senior Secured Convertible Note in ~~which~~the itoriginal ~~raised~~principal amount of $~~5,950,000 in~~3.3 ~~gross~~million ~~proceeds,~~including ~~before~~an ~~underwriting~~original issue discount (“OID”) ~~fees~~of ~~and~~$0.3 ~~expenses~~million. The Company expects to continue to incur significant expenditures to develop its technology. As such, there is ~~substantial~~ substantial doubt about the ~~Company~~company’s ability to continue as a going concern.

Management recognizes that the Company must obtain additional resources to successfully develop its technology and implement its business plans. Through ~~September~~March 3031, ~~2024~~2025, the Company ~~has~~ has received funding in the form of indebtedness, and from the sale stock subscriptions ~~and the sale of units in its IPO~~. Management ~~may~~plans to continue to raise funds and/or refinance our indebtedness to support our operations in ~~2024~~2025 and beyond. However, ~~however it has~~ no ~~plans to do so at this time. No~~ assurances can be given that we will be successful. If management is not able to timely and successfully raise additional capital ifand/or ~~necessary~~refinance indebtedness, the implementation of the Company’s business plan, financial condition and results of operations will be materially affected. These ~~condensed~~ consolidated ~~financial~~ financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. They do not include all information and notes required by GAAP for complete financial statements. However, except as disclosed herein, there has been no material change in the information disclosed in the Notes to Consolidated Financial Statements included in the Annual Report on Form 10-K /A of Vocodia Holdings Corp for the year ended December 31, ~~2023~~2024.

In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the nine months ended September 30, 2024 are not necessarily indicative of the results that may be expected for the year ending December 31, 2024.

Basis of Consolidation

The financial statements have been prepared on a consolidated basis with those of the Company’s wholly owned subsidiary, CFM. All intercompany transactions and balances have been eliminated in consolidation.

~~Reclassification~~In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the year ending December 31, 2025.

~~Certain~~Basis ~~accounts~~of ~~from prior periods have been reclassified to conform to the current period presentation.~~Consolidation

The financial statements have been prepared on a consolidated basis with those of the Company’s wholly owned subsidiaries, Vocodia FL, LLC, Vocodia JV, LLC, and CFM. All intercompany transactions and balances have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements. The estimates and judgments will also affect the reported amounts for certain expenses during the reporting period. Actual results could differ from these good faith estimates and judgments Significant estimates are contained in the accompanying financial statements for the valuation of derivatives, the valuation allowance on deferred tax assets, share-based compensation, useful lives for depreciation and amortization of long-lived assets, and the incremental borrowing rate used on right-of-use asset.

Cash and Cash Equivalents

Cash and cash equivalents include cash in bank accounts and money market funds with maturities of less than three months from inception, which are readily convertible to known amounts of cash and which, in the opinion of management, are subject to an insignificant risk of loss in value. At ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, the Company had cash ~~equivalents~~ of $1,~~216~~ 339 and $281 and $0 and $0 of cash equivalents, respectively.

Periodically, the Company may carry cash balances at financial institutions in excess of the federally insured limit of $250,000 per institution. The Company has not experienced losses on these accounts and management believes, based upon the quality of the financial institutions, that the credit risk with regard to these deposits is not significant.

Property and Equipment

Property and equipment are stated at cost less accumulated depreciation. Expenditures for major betterments and additions are charged to the property and equipment accounts, while replacements, maintenance, and repairs, which do not improve or extend the lives of the respective assets, are charged to expense. The carrying amounts of assets that are sold or retired and their related accumulated depreciation are removed from the accounts in the year of disposal, and any resulting gain or loss is reflected in income. Depreciation is calculated on straight-line basis with estimated useful lives as follows:

Furniture and fixtures			7 years
Computer equipment			5 years

Accounts Receivable

Accounts receivables are recorded in accordance with Financial Accounting Standards Board Accounting Standards Codification (ASC) 310, “Receivables.” Accounts receivables are recorded at the invoiced amount or agreement and do not bear interest. The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of its customers to make the required payments for services. Accounts with known financial issues are first reviewed and specific estimates are recorded. The remaining accounts receivable balances are then grouped in categories by the number of days the balance is past due, and the estimated loss is calculated as a percentage of the total category based upon past history. Account balances are charged against the allowance when it is probable that the receivable will not be recovered. During the three months ended March 31, 2025, the Company recognized an allowance for doubtful accounts of $50,000.

Revenue Recognition

The Company recognizes revenue in an amount that reflects the consideration to which it expects to be entitled in exchange for the transfer of promised goods or services to customers. The Company follows a five-step process to achieve this core principle: (1) identify the contract with the customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to the performance obligations in the contract; and (5) recognize revenue when (or as) the entity satisfies a performance obligation.

The Company’s revenues are currently derived from three sources: (1) implementation fees, (2) offering its software as a service on a recurring monthly basis, and (3) generation and verification of leads. Implementation fees are charged for setting up or calibrating its software so that the AI can be used by the customer for its particular use case and are usually a one-time cost. The Company’s contracts with customers are structured with stated prices per service performed, which are not subject to uncertainty or probability of significant reversal; thus, do not represent variable consideration. The recurring monthly fees are charged for the ongoing use of the AI to continue to call/prospect for the Company’s customers, and are charged on a monthly recurring basis. The Company awards discounts to its customers on a discretionary basis. The Company will consider additional revenue streams as its technology develops and new opportunities present.

Fair Value of Financial Instruments

The Company follows accounting guidelines on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair Value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants as of the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

● Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments. ● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace. ● Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

● Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

● Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires a significant judgment or estimation.

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires the Company to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed, or initial amounts recorded, may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

The carrying amounts of the Company’s financial instruments including cash and cash equivalents, prepaid expenses, accounts payable, accrued liabilities and convertible debt approximate fair value due to the short-term maturities of these instruments.

Set out below are the Company’s financial instruments that are required to be remeasured at fair value on a recurring basis and their fair value hierarchy as of ~~December~~March 31, ~~2023~~2025, ~~(none~~and ~~for~~as ~~September~~of 30December 31, 2024):

December 31, 2023	Level 1		Level 2		Level 3		Carrying Value
March 31, 2025	Level 1		Level 2		Level 3		Carrying Value
Liabilities:
Derivative Liability – Warrants	$	-	$	-	$	1,698,135	$	1,698,135
Derivative Liability – Conversion feature	$	-	$	-	$	106,521	$	106,521
Derivative Liability – Conversion feature		-		-		224,744		224,744
	$	-	$	-	$	1,922,879	$	1,922,879

Deferred Offering Costs

December 31, 2024	Level 1		Level 2		Level 3		Carrying Value
Liabilities:
Derivative Liability – Conversion feature	$	-	$	-	$	105,337	$	105,337

Pursuant to ASC 340-10-S99-1, costs directly attributable to an offering of equity securities are deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital. Deferred offering costs consist of underwriting, legal, accounting, and other expenses incurred through the balance sheet date that are directly related to the proposed public offering. Should the proposed public offering prove to be unsuccessful, these deferred costs, as well as additional expenses to be incurred, will be expensed.7

As of September 30, 2024 and December 31, 2023, deferred offering costs consisted of the following:

	September 30,		December 31,
	2024		2023
General and administrative expenses	$	-	$	153,976
Share-based equity compensation		-		3,931,750
	$	-	$	4,085,726

For the three months ended September 30, 2024, the Company had no additional expense or deferred offering costs. For the nine months ended September 30, 2024, the Company recognized additional expenses of $24,375 and recorded $4,110,101 of deferred offering costs as a reduction to additional paid in capital, upon completion of the IPO.

Advertising

The Company expenses advertising costs ~~as they~~ are incurred. Advertising expenses for the three months ended ~~September~~March 3031, ~~2024 and 2023~~2025, ~~were $162,875~~ and ~~$15,851, respectively. Advertising expenses for the nine months ended September 30,~~ 2024 ~~and 2023~~, were $~~392~~51,~~243~~300 and $62125,~~322~~909, respectively.

Share-Based Compensation

The Company accounts for employee and non-employee stock awards under ASC 718, Compensation – Stock Compensation, whereby equity instruments issued to employees for services are recorded based on the fair value of the instrument issued and those issued to nonemployees are recorded based on the fair value of the consideration received or the fair value of the equity instrument, whichever is more reliably measurable. Equity grants are amortized on a straight-line basis over the requisite service periods, which is generally the vesting period. If an award is granted, but vesting does not occur, any previously recognized compensation cost is reversed in the period related to the termination of service. Further information regarding share-based compensation can be found in Note 9.

7Convertible Notes

The Company bifurcates conversion options from their host instruments and accounts for them as free-standing derivative financial instruments if certain criteria are met. The criteria include circumstances in which (a) the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract, (b) the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not re-measured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur and (c) a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument.

Derivative Financial Instruments

The Company does not use derivative instruments to hedge exposures to cash flow, market or foreign currency risks. We evaluate all of our financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives. For derivative financial instruments that are accounted for as liabilities, the derivative instrument is initially recorded at its fair value and is then re-valued at each reporting date, with changes in the fair value reported in the statements of operations. For our derivative financial instruments, the Company used a Black Scholes valuation model to value the derivative instruments at inception and on subsequent valuation dates. The classification of derivative instruments, including whether such instruments should be recorded as liabilities or as equity, is evaluated at the end of each reporting period. Derivative liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within twelve (12) months of the balance sheet date.

Warrants

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in FASB ASC 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares and whether the warrant holders could potentially require “net cash settlement” in a circumstance outside of the Company’s control, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding.

For issued or modified warrants that meet all of the criteria for equity classification, the warrants are required to be recorded as a component of additional paid-in capital at the time of issuance. For issued or modified warrants that do not meet all the criteria for equity classification, the warrants are required to be recorded at their initial fair value on the date of issuance, and each balance sheet date thereafter. Changes in the estimated fair value of the warrants are recognized as a non-cash gain or loss on the statements of operations. The fair value of the warrants was estimated using a Black-Scholes pricing model.

Net Income (Loss) Per Share of Common Stock

Net loss per share of common stock requires presentation of basic earnings per share on the face of the statements of operations for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic earnings per share computation. In the accompanying financial statements, basic loss per share is computed by dividing net loss by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per share is computed by dividing net income by the weighted average number of shares of common stock and potentially dilutive outstanding shares of common stock during the period to reflect the potential dilution that could occur from common shares issuable through contingent share arrangements, warrants unless the result would be antidilutive.

The Company includes in basic earnings per share, common stock that is issuable for the conversion of warrants for little or no cash upon the satisfaction of certain contingent conditions. The Company has determined that the Series B and C warrants meet these conditions as of September 30, 2024, and have included 126,140,138 (126,140,138 and 88,713,943 weighted for three and nine months, respectively) shares of common stock as part of our basic earnings per share, for the nine months ended September 30, 2024.

The dilutive effect of restricted stock units, options and warrants subject to vesting and other share-based payment awards is calculated using the “treasury stock method,” which assumes that the “proceeds” from the exercise of these instruments are used to purchase common shares at the average market price for the period. The dilutive effect of convertible securities is calculated using the “if-converted method.” Under the if-converted method, securities are assumed to be converted at the beginning of the period, and the resulting shares of common stock are included in the denominator of the diluted calculation for the entire period being presented.

For the three ~~and nine~~ months ended ~~September 30~~March 31, ~~2024~~2025, and ~~2023~~ 2024, the following common stock equivalents were excluded from the computation of diluted net loss per share as the result of the computation was anti-dilutive. ~~The number of shares is outstanding shares at September 30, 2024 and 2023.~~

	September 30,		September 30,
	March 31,		March 31,
	2024		2023
	2025		2024
	Shares		Shares
Warrants		1,~~593~~810,~~553~~052		~~461~~2,~~500~~071,400
Convertible notes payable		-270,727,612		~~1,410,106~~-
		1,593,553		1,871,606
Liquidated damages payable		2,737,961,250		-
		3,010,498,914		2,071,400

8Leases

We determine if an arrangement is a lease at inception. Operating leases are included in operating lease right-of-use (“ROU”) assets, operating lease liabilities - current, and operating lease liabilities - noncurrent on the balance sheets. Finance leases are included in property and equipment, other current liabilities, and other long-term liabilities in our balance sheets. The Company did not utilize any financing that required recognition of finance leases during the three months ended March 31, 2025, and December 31, 2024.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. The operating lease ROU asset also includes any lease payments made and excludes lease incentives. Our lease terms may include options to extend or terminate the lease when it is reasonably certain that we will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term.

Leases with a lease term of 12 months or less at inception are not recorded on our balance sheet and are expensed on a straight-line basis over the lease term in our statement of operations We have elected not to separate lease and non-lease components for any class of underlying asset.

The Company determines the present value of minimum future lease payments for operating leases by estimating a rate of interest that it would have to pay to borrow on a collateralized basis over a similar term, an amount equal to the lease payments and a similar economic environment (the “incremental borrowing rate” or “IBR”).

The Company determines the appropriate IBR by identifying a reference rate and making adjustments that take into consideration financing options and certain lease-specific circumstances. For the reference rate, the Company used the seven-year mortgage interest rate.

Recent Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting Topic 280, “Segment Reporting-Improvements to Reportable Segment Disclosures” which allows disclosure of one or more measures of segment profit or loss used by the chief operating decision maker to allocate resources and assess performance. Additionally, the standard requires enhanced disclosures of significant segment expenses and other segment items, as well as incremental qualitative disclosures on both an annual and interim basis. This guidance is effective for annual reporting periods beginning after December 15, 2023, and interim reporting periods after December 15, 2024. Early adoption is permitted and retrospective application is required for all periods presented. The Company is currently evaluating the impact of adopting this guidance on its Consolidated Financial Statements and disclosures included within Notes to Condensed Consolidated Financial Statements.

In December 2023, the FASB issued ASU 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures,” which requires disaggregated information about a reporting entity’s effective tax rate reconciliation as well as information on income taxes paid. The guidance is effective for the Company’s fiscal years beginning after February 1, 2025, with early adoption permitted. The Company does not expect the adoption of this standard to have any material impact on its financial statements.

In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses, requiring public entities to disclose additional information about specific expense categories in the notes to the financial statements on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026, and for interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03.

There have been no other recent accounting pronouncements, changes in accounting pronouncements or recently adopted accounting guidance during the three months ended March 31, 2025, that are of significance or potential significance to the Company.

NOTE 3 – PROPERTY AND EQUIPMENT

As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, ~~property~~ property and equipment consisted of the following:

	September 30,			December 31,
	March 31,			December 31,
	2024			2023
	2025			2024
Furniture and Fixtures	$	27,877		$	27,877
Computer Equipment		11,815			911,~~684~~815
Total Property and Equipment		39,692			3739,~~561~~692
Less: accumulated depreciation and amortization		(1922,~~193~~366	)		(1420,~~294~~780	)
Property and Equipment, net	$	2017,~~499~~326		$	2318,~~267~~912

During the three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, depreciation ~~expense relating to property~~ and ~~equipment~~amortization ~~was~~expenses ~~$1,940 and $1,481, respectively. During the nine months ended September 30, 2024 and 2023, depreciation expense~~ relating to property and equipment ~~was~~were $41,~~899~~586 and $41,~~440,~~ 480 respectively.

NOTE 4 – ACCOUNTS PAYABLE AND ACCRUED EXPENSES

Accounts payable and accrued expenses consisted of the following at March ~~September~~31, 302025, ~~2024~~ and December 31, ~~2023~~2024:

	September 30,		December 31,
	March 31,		December 31,
	2024		2023
	2025		2024
Accounts payable	$	1,~~461~~642,~~613~~830	$	1,~~154~~546,~~684~~845
Accrued expenses - other		386,750		155,310
Accrued expenses		386,750		386,750
Insurance payable		68,262		-
Accrued interest		60,696		11,612
Accrued payroll		88,051		401,272
Accounts payable and accrued expenses	$	2,090,276	$	1,945,207
Accrued interest		669		339,221
Bank overdraft		-		8,046
Accounts payable and accrued expenses	$	543,732	$	903,849

910

NOTE 5 – OPERATING LEASES

We had operating leases for our corporate offices and one short -term lease for executive offices. Our corporate office lease has a remaining lease term of ~~twenty~~thirty-~~nine~~five (2935) months ~~with~~ with no options to extend. The Company moved out from the premises on December 15, 2024. As of March 31, 2025, and December 31, 2024, our lease liabilities were nil.

	Three months ended
	September 30,
	March 31,
	2024		~~2023~~
The components of lease expense were as follows:
Short-term lease cost	$	116,~~699~~476	$	-
Operating lease cost		30,069		~~24,772~~
Total lease cost	$	3146,~~768~~545	$	~~24,772~~
Supplemental cash flow information related to leases was as follows: Operating cash flows from operating leases	$	31,180
Right-of-use assets obtained in exchange for new operating lease liabilities	$	-
Weighted-average remaining lease term - operating leases (year)		2.67
Weighted-average discount rate — operating leases		6.50

	Nine months ended
	September 30,
	2024			2023
The components of lease expense were as follows:
Short-term lease cost	$	17,911		$	-
Operating lease cost		90,207			72,323
Total lease cost	$	108,118		$	72,323
Supplemental cash flow information related to leases was as follows:
Operating cash flows from operating leases	$	93,965		$	92,098
Weighted-average remaining lease term - operating leases (year)		2.17			3.17
Weighted-average discount rate — operating leases		6.50	%		6.50	%

The following table outlines maturities of our lease liabilities as of September 30, 2024:

Year Ending December 31,
2024 (excluding the nine months ended September 30, 2024)	$	31,817
2025		128,362
2026		119,969
Thereafter		-
		280,148
Less: Imputed interest		(19,628	)
Operating lease liabilities	$	260,520

NOTE 6 – NOTE PAYABLE AND CONVERTIBLE NOTES PAYABLE

Note payable

During the year ended December 31, 2023, the Company issued note payable of $25,000 to pay professional fees and recorded it as a deferred offering cost. The Note is unsecured, due on the earlier of the completion of an IPO or February 12, 2024, and bears interest at $5,000 if paid before December 31, 2023 or $25,000 if paid after December 31, 2023. During the three ~~and nine~~ months ended ~~September~~March 3031, 2025 and 2024, the Company recorded interest expense of $0 and $5,000, respectively. As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, and, accrued interest was $0 and $50,~~000,~~ respectively.

In February 2024, the Company borrowed $30,000 and repaid the note payable and accrued interest totaling $43,000.

On December 16, 2024, the Company issued a note payable of $40,000 to pay professional fees. The note is unsecured, due 180 days from the date of agreement with 20% interest rate per annum. During the three months ended March 31, 2025, the Company recognized and accrued interest of $1,973 As of March 31, 2025, and December 31, 2024, the Company had loan payable of $40,000 and $40,000, accrued interest of $2,301 and $329, respectively

Convertible notes payable

~~During the years ended December 31, 2023 and 2022, the Company issued $3,368,236 in original issue discount senior secured convertible notes (together, the “Convertible Notes”).~~ The ~~Convertible~~components ~~Notes bear interest at an annualized rate~~ of ~~15%,~~ ~~with no interest for the first nine months. The~~ Convertible Notes ~~mature~~ ~~nine~~payable ~~(9) months after the original issue date~~ as of ~~the~~March ~~Convertible~~31, ~~Notes~~2025, ~~whereupon all outstanding principal~~ and ~~accrued~~December ~~interest is~~31, ~~due~~2024, towere ~~the~~as ~~holders of the Convertible Notes.~~follows:

	Principal		Maturity		Interest			March 31,			December 31,
Issuance Date	Amount		Date		Rate			2025			2024
September 2024 issuances		105,300		June 30, 2025		22	%	$	56,637		$	105,300
November 2024 issuance		57,500		May 12, 2025		15	%		57,500			57,500
December 2024 issuance		60,000		June 20, 2025		20	%		-			60,000
January 2025 issuance		96,000		June 20, 2025		20	%		96,000			-
March 2025 issuance		56,000		December 15, 2025		12	%		56,000			-
March 2025 issuance		30,000		December 7, 2025		15	%		30,000			-
March 2025 issuance		30,000		December 18, 2025		15	%		30,000			-
March 2025 issuance		285,714		December 10, 2025		10	%		200,000			-
Total face value								$	526,137		$	222,800
Unamortized debt discount and issuance costs									(161,682	)		(64,929	)
Total convertible notes									364,455			157,871
Current portion of convertible notes									(364,455	)		(157,871	)
Long-term convertible notes								$	-		$	-

The Convertible Notes include a conversion feature, whereupon a successful Initial Public Offering (“IPO”) (the “Liquidity Event”), the Convertible Notes may be payable to the holders by the Company delivering to the holders shares of common stock equal to the payment amount due at the date of the Liquidity Event divided by the conversion price. As defined in the agreement, the conversion price is the product of the offering price per share of common stock paid in a Liquidity Event and a 35% discount.

In connection with the issuance of the Convertible Notes, the Company issued common stock purchase warrants to the holders of the Convertible Notes (the “Warrants”). The Warrants give the holders the right, but not the obligation, to purchase shares of the Company obtained by dividing 50% of the original principal amount of the Convertible Notes by the offering price per share of common stock paid in a Liquidity Event. The exercise price of the Warrants is equal to the product of the conversion price of the Convertible Notes and 120%. The Warrants expire five (5) years from the consummation of the first Liquidity Event.

The conversion feature and Warrants have been accounted for as a derivative liability, in accordance with ASC 815 (see Note 7).

During January 2024, the Company modified outstanding 2022 Original Issue Discount Convertible Notes with original principal and accrued interest, by agreeing to certain penalties, to extend the maturity dates until February 28, 2024. The Company determined the modifications to be debt extinguishment. As a result of the debt extinguishment, the Company recognized a loss on settlement of debt of $1,387,314.

During February 2024, the Company modified certain 2023 Original Issue Discount Convertible Notes with original principal and accrued interest, to extend the maturity dates until February 28, 2024. The Company determined these to be a modification.

In February 2024, on completion of the IPO, all outstanding 2023 and 2022 Original Issue Discount Convertible Notes with original principal and accrued interest have been settled. In connection with settlements, the Company paid $894,072 and issued 1,801,880 shares of common stock, value at $7,657,990, to holders of such notes, as a result the Company recognized a loss on settlement of debt of $2,662,842. In addition, the Company issued 495,076 warrants, which immediately upon issuance at IPO were modified to Series C warrants and were classified as equity. The Company recognized a gain on settlement of derivative liability of $225,220, recognized as a settlement of debt.

Prior to the modifications and settlements in January and February 2024, the Company recognized a gain on change in fair value of derivative liability for the convertible debt of $145,895 and a loss on change of derivative liability for the warrants of $30,599.

On September 18, 2024, entered into a Convertible Note with a principal amount of $105,300 including $15,300 debt discount at a 22% interest rate per annum. Additionally, the Company incurred legal fee reimbursement and due diligence fee amounting to $2,500 and $3,500 recognized as financing cost, respectively.

On September 18, 2024, the Company entered into a Convertible ~~notes~~Note ~~payable~~with a principal amount of $105,300 including ~~net~~$15,300 debt ~~consisted~~discount at a 22% interest rate per annum. The note is convertible at any time following an event of default with a conversion price of 65% multiplied by the lowest trading price ~~following:~~for the Company’s common stock during the ten trading days prior to the conversion date. Additionally, the Company incurred legal fee reimbursement and due diligence fee amounting to $2,500 and $3,500 recognized as financing cost, respectively. During the three months ended March 31, 2025, the Company repaid principal of $48,663 and accrued interest of $11,337.

	Maturities	Stated Interest			Effective Interest			September 30,			December 31,
	(calendar year)	Rate			Rate			2024			2023
August 2022 issuances	2023		20	%		195	%	$	-		$	614,118
September 2022 issuances	2023		20	%		201	%		-			1,598,824
November 2022 issuances	2023		20	%		212	%		-			423,529
December 2022 issuances	2023		20	%		155	%		-			276,000
April 2023 issuances	2024		15	%		215	%		-			588,235
May 2023 issuances	2024		15	%		172	%		-			58,824
June 2023 issuances	2024		15	%		170	%		-			294,118
September 2024 issuances	2025		22	%		73	%		105,300			-
Total face value									105,300			3,853,648
Unamortized debt discount and issuance costs									(20,419	)		(165,082	)
Total convertible notes									84,881			3,688,566
Current portion of convertible notes									(84,881	)		(3,688,566	)
Long-term convertible notes								$	-		$	-

On November 13, 2024, the Company entered into a Convertible Note with a principal amount of $57,500 including $7,500 debt discount at a 15% interest rate per annum and issuance 28,750 warrants. The note is convertible at the option of the holders at any time, and the conversion price is 70% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

~~During~~On ~~the~~December ~~three~~20, ~~months~~2024, ~~ended~~the ~~September~~Company ~~30,~~entered ~~2024~~into ~~and~~a ~~2023,~~Convertible ~~the~~Note ~~Company~~with ~~recorded~~a ~~interest~~principal ~~expense~~amount of $~~669 and~~60,000 including $~~701~~10,~~305,~~000 ~~respectively,~~debt ~~which~~discount ~~included~~at ~~amortization~~20% ofinterest ~~debt~~rate ~~discount~~compounded monthly. The lender ofhas ~~$881 and~~the ~~$331,505,~~right ~~respectively~~to convert, ~~default~~at ~~penalty~~any time following date of ~~$0 and~~the ~~$253,647,~~Reg-A ~~respectively.~~Statement ~~During~~and until the ~~nine~~outstanding ~~months~~balance ~~ended~~has ~~September~~been paid in full at ~~30,~~conversion ~~2024~~formula of the outstanding balance amount divided by 30% and ~~2023~~the market price. On January 17, 2025, the Company ~~recorded~~modified ~~interest~~the original ~~expense~~convertible Note of $8960,~~802 and~~000 ~~$2,365,004,~~with ~~respectively,~~new ~~which~~Convertible ~~included~~Note ~~amortization~~with ~~of debt~~a ~~discount~~principal amount of $~~165~~96,~~082 and~~000 including $116,~~671,003,~~000 ~~respectively,~~discount ~~default~~at ~~penalty~~20% interest rate compounded monthly. The Company determined the modifications of ~~$146,054 and~~exchange ~~$485,412,~~debts ~~respectively~~are extinguishment of debts with recognition gains or losses. As a result of ~~September 30~~the debt extinguishment, ~~2024~~the ~~and~~Company ~~December~~recognized ~~31,~~a ~~2023,~~gain ~~accrued~~on ~~interest~~modification ~~was $0 and~~of debt of $~~339~~11,~~221, respectively~~156.

On March 3, 2025, the Company entered into a Convertible Note with a principal of $56,000 including $6,000 discount at 12% interest per annum. The note is convertible at the option of the holders at any time after 180 days of this issuance date of Note, and the conversion price is 61% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

On March 7, 2025, and March 18, 2025, the Company entered into two Convertible Notes with an investor with a principal of $30,000 and $30,000 including $5,000 and $5,000 discount at 15% and %15 interest per annum, respectively. The note is convertible at the option of the holders at any and the conversion price is 60% multiplied by the lowest trading price of Company’s common stock during the 10 trading days prior to the conversion date.

On March 10,2025, the Company entered into a Convertible Note with a principal of $285,714 including $85,714 discount at 10% interest per annum. During the three months ended March 31, 2025, the Company obtained $200,000 including $70,000 discount. The note is convertible into common shares at any time, and the conversion price is equal to the lowest daily Volume -Weighted Average Price on the trading day immediately prior to the date that any Tranche is advanced.

During the three months ended March 31, 2025, and 2024, the Company recorded interest expense of $68,900 and $89,133, amortization of debt discount of $45,952 and $165,082, default penalty of $0 and $146,054, respectively. As of March 31, 2025, and December 31, 2024, accrued interest was $58,395 and $11,283, respectively.

The Company valued the conversion feature using the Black-Scholes pricing model. The fair value of the derivative liability for all the notes that became convertible, including the notes issued in prior years, during the three months ended March 31, 2025, amounted to $141,456, and $50,000 of the value assigned to the derivative liability was recognized as a debt discount to the notes while the balance of $91,456 was recognized as a “day 1“ derivative loss.

NOTE 7 – DERIVATIVE LIABILITITES

Fair Value Assumptions Used in Accounting for Derivative Liabilities

ASC 815 requires us to assess the fair market value of derivative liabilities at the end of each reporting period and recognize any change in the fair market value as other income or expense. The Company determined our derivative liabilities to be a Level 3 fair value measurement and used the Black-Scholes pricing model to calculate the fair value as of issuance ~~and at the IPO settlement~~ date ofand ~~February~~March ~~26,~~31 ~~2024~~2025.

The Black-Scholes model, which requires six basic data inputs: the exercise or strike price, ~~expected~~time ~~term~~to expiration, the risk-free interest rate, the current stock price, the estimated volatility of the stock price in the future, and the dividend rate. Changes to these inputs could produce a significantly higher or lower fair value measurement. The current stock price is based on historical issuances. Expected volatility is based on the historical stock price volatility of comparable companies’ common stock, as our stock does not have sufficient historical trading activity. Risk free interest rates were obtained from U.S. Treasury rates for the applicable periods.

The following table summarizes the changes in the derivative liabilities related to convertible note and warrants during the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025:

	2024
		Three Months ended
Expected exercise price	$	3.32 - 8.50
		March 31
Expected conversion price		2.76
		2025
Expected term		0.30 - 5.00 years
Expected conversion price	$	0.00072 - 0.00084
Expected average volatility		80 - 108	%
Expected term		0.12 -0.75 years
Expected average volatility		245% - 265%
Expected dividend yield		-
Risk-free interest rate		4.3303% ~~– 5~~-4.4613%	%

12For the three months ended March 31, 2025, the estimated fair values of the liabilities measured on a recurring basis are as follows:

For the nine months ended September 30, 2024, the estimated fair values of the liabilities measured on a recurring basis are as follows:

Fair Value Measurements Using Significant Observable Inputs (Level 3)

Balance - December 31, 2024	$	105,337

Addition of new derivatives recognized as debt discounts		50,000
Addition of new derivatives recognized as loss on derivatives		91,456
Change in fair value of the derivative		(140,272	)
Balance - March 31, 2025	$	106,521

Fair Value Measurements Using Significant Unobservable Inputs (Level 3)
Balance - December 31, 2023	$	1,922,879
Settlement of derivative liability from conversion of debt		(78,849	)
Settlement of derivative liability of warrants to Series C warrants		(1,728,734	)
Change in fair value of the derivative		(115,296	)
Balance – September 30, 2024	$	-

The aggregate loss on derivatives during the three months ended March 31, 2025 and 2024 as follows:

NOTE 8 – SHAREHOLDERS’ EQUITY

	Three Months Ended
	March 31,
	2025			2024
Day one loss due to derivative liabilities on convertible note	$	91,456		$	-
(Gain) loss on change in fair value of the derivative liabilities		(140,272	)		115,296
	$	(48,816	)	$	115,296

The Company has authorized 476,000,000 shares of common stock with a par value of $0.0001 per share and 24,000,000 shares of Preferred Stock with a par value of $0.0001 per share. The Company shall have the authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Company.13

NOTE 8 – STOCKHOLDERS’ EQUITY

Authorized Capital Stock

Effective February 28, 2025, the Company amended its articles of incorporation to increase the number of authorized common shares to 15,000,000,000.

The Company has authorized 15,000,000,000 shares of common stock with a par value of $0.0001 per share and 24,000,000 shares of Preferred Stock with a par value of $0.0001 per share. The Company shall have the authority to issue the shares of Preferred Stock in one or more series with such rights, preferences and designations as determined by the Board of Directors of the Company.

Series A Preferred Stock

~~The~~Effective ~~Company~~February ~~has designated 4~~24,~~000,000 preferred~~ ~~shares~~2025, ~~par~~the ~~value~~Company ~~$0.0001,~~amended asthe ~~Series~~Designation ~~A Preferred Stock. Initially, holders~~ of the Series A Preferred Stock ~~would have the right~~ to ~~vote~~restore ~~with 1,000 votes per~~voting ~~common~~rights ~~share~~previously ~~on any matters brought before the stockholders of the Company~~eliminated. OnPursuant ~~April 17, 2023, our Board passed a resolution, in accordance~~to ~~with~~ the ~~laws~~amendment, ofHolders ~~the State~~ of ~~Wyoming which, when~~ the ~~SEC declares our registration statement effective, shall require the Company to amend the rights of all authorized, issued, outstanding, and forthcoming~~ Series A Preferred Stock, soshall ~~that~~have the ~~holders of the Series A Preferred Stock have no~~ right to vote on any matters brought before the stockholders of the Company. ~~The~~for ~~removal~~a ofvote ~~the~~as ~~voting~~a ~~rights became~~single ~~effective~~class. ~~when~~Each ~~the~~share ~~SEC~~of ~~declared~~Series ~~our~~A ~~Registration~~Preferred ~~Statement~~Stock onshall ~~Form~~have ~~S-1~~the ~~effective~~equivalent onvoting ~~February~~power 14of 10,000 ~~2024~~shares of Company Common Stock.

The Company has designated 4,000,000 preferred shares, par value $0.0001, as Series A Preferred Stock.

The Series A Preferred Stockholders are not entitled to any dividends, or mandatory conversion right or liquidation preference, however, they do have a voluntary conversion right.

Holders of the Company’s Series A Preferred Stock shall have the right to convert at a ratio of 0.025 share of the Company’s common stock for 1 share of the Company’s Series A Preferred Stock (subject to adjustments relating to stock splits, distributions, mergers, consolidation, exchange of shares, recapitalization, reorganization, or other similar event). “Conversion Period” shall mean the period commencing on the earlier of (i) ~~nine~~six months after the SEC declares the Company’s Registration Statement on Form S-1 No. 333-269489 effective and (ii) the first anniversary of this unanimous written consent and ending on the fifth anniversary of this unanimous written consent. The conversion right of the Series A Shareholders shall become valid and in force when the SEC declares the Company’s Registration Statement on Form S-1 No. 333- 269489 effective

As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, 4,000,000 shares of Series A Preferred Stock were issued and outstanding~~, respectively~~.

Series B Preferred Stock

Effective September 27, 2023, the Company has amended the certificate of designation to authorize 3,000 preferred shares, par value $0.0001, as Series B Preferred Stock. Series B Preferred Stock has no voting rights, but shall be mandatorily converted into common stock with voting rights upon the completion of our initial public offering or our change of control. The Series B Preferred Stockholders are not entitled to any dividends.

In January 2024, the Company issued an aggregate of 605 shares of our Series B Preferred Stock to several individuals for $605,000. In February 2024, 1,910 shares of Series B Preferred Stock were converted into 691,404 shares of common stock upon the closing of the IPO.

As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, 0 ~~and 1,305 shares~~ shares of Series B Preferred Stock were issued and outstanding~~, respectively~~.

1314

Series C Convertible Preferred Stock

On August 2, 2024, the Company issued a Certificate of Designation of Series C Convertible Preferred Stock designating 7,000 shares of its authorized and unissued preferred stock as Series C Preferred Stock with a stated value of $1,000.00 per share (the “Stated Value”). The Series C Convertible Preferred Stock sets forth the rights, preferences and limitations of the shares of Series C Preferred Stock.

The following is a summary of the terms of the Series C Preferred Stock:

●

Dividends. The holders of Series C Preferred Stock will be entitled to receive dividends, based on the Stated Value, at a rate of eight percent (8%) per annum, which dividends shall be paid by the Company out of funds legally available therefor, payable in shares of common stock or, at the option of the Company, cash on the stated value of such Series C Preferred Stock at the applicable dividend rate. Dividends on the Series C Preferred Stock shall commence accruing on the issuance date and shall be computed on the basis of a 360-day year and twelve 30-day months (with 1 year of dividends being guaranteed and deemed earned in full and payable on the first conversion date). From and after the occurrence and during the continuance of any Triggering Event the rate shall automatically be increased to twelve percent (12.0%) per annum.

●

Voting Rights. The Series C COD provides that holders of Series C Preferred Shares shall have the right to vote on all matters presented to the stockholders for approval together with the shares of Common Stock, voting together as a single class, on an “as converted” basis, other than in regards to the Exchange Limitation.

●

Liquidation. In addition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, holders of Series C Preferred Stock shall be entitled to receive out of the assets available for distribution to stockholders before any amount shall be paid to the holders of any of shares of Junior Stock, but pari passu with any Parity Stock then outstanding, an amount per Preferred Share equal to the greater of (A) 120% of the Stated Value of such Preferred Share and (B) the amount per share such Holder would receive if such Holder converted such Preferred Share into Common Stock immediately prior to the date of such payment

●

Conversion. The number of shares of Common Stock issuable upon conversion of any share of Series C Preferred Stock shall be determined by dividing (x) the Conversion Amount of such Preferred Share by (y) the Conversion Price (the “Conversion Rate”):

(i)

“Conversion Amount” means, with respect to each Share, as of the applicable date of determination, the sum of (1) 120% of the Stated Value plus (2) the Additional Amount thereon and any accrued and unpaid late charges with respect to such Stated Value and Additional Amount as of such date of determination.

(ii)

“Conversion Price” means, with respect to each Share, as of any Conversion Date or other date of determination, an initial price of $0.15, subject to further adjustment as provided herein. On each Reset Date, the Conversion Price shall be adjusted to equal the lower of (a) the Conversion Price then in effect (after taking into account and adjusting pursuant to Section 8(b)) and (b) 100% of the applicable Reset Price, determined as of the applicable date of determination; provided that, the Conversion Price shall not be lower than the Floor Price (as defined below). In the event that the number of Conversion Shares (as defined below) subject to a conversion would exceed the Exchange Limitation (as defined below) prior to the Exchange Limitation Date (as defined below), in aggregate with any prior conversions of the Preferred Shares or other issuances of shares of Common Stock that would be subject to the Exchange Limitation, then the Conversion Price shall not be less than the “Minimum Price” as such term is defined in Rule 14.10(i)(4) of the Rules of the BZX Exchange operated by Cboe Global Markets, Inc. (the “Minimum Price”); provided that, the Company shall, promptly following the Second Closing Date, take all corporate action necessary to call a meeting of its stockholders (the “Stockholders’ Meeting”), which shall occur not later than sixty (60) days from the Second Closing Date, for the purpose of seeking approval of the Company’s stockholders with respect to, inter alia, the issuance of all of the Preferred Shares and Conversion Shares, all as may be required by the applicable rules and regulations of the Principal Market (or any successor entity) (the “Stockholder Approval”). In connection therewith, the Company shall as soon as reasonably practicable after the Second Closing Date file with the SEC proxy materials (including a proxy statement and form of proxy) for use at the Stockholders’ Meeting and, after receiving and promptly responding to any comments of the SEC thereon, shall as soon as reasonably practicable mail such proxy materials to the stockholders of the Company. The Company will comply with Section 14(a) of the 1934 Act and the rules promulgated thereunder in relation to any proxy statement (as amended or supplemented, the “Proxy Statement”) and any form of proxy to be sent to the stockholders of the Company in connection with the Stockholders’ Meeting. The Company’s board of directors shall recommend to the Company’s stockholders that the stockholders vote in favor of the proposals for Stockholder Approval at the Stockholders’ Meeting and take all commercially reasonable action (including, without limitation, the hiring of a proxy solicitation firm of nationally recognized standing) to solicit stockholder votes in respect of the Stockholder Approval. If the Company does not obtain Stockholder Approval at the Stockholders’ Meeting, the Company shall call a meeting every ninety (90) days thereafter to seek Stockholder Approval until the date that Stockholder Approval is obtained (the “Exchange Limitation Date”). In the event that the Conversion Price on a Conversion Date would have been less than the applicable Minimum Price or Floor Price if not for the Company obtaining Stockholder Approval, then on any such Conversion Date the Stated Value shall automatically be increased by an amount equal to the product obtained by multiplying (A) the higher of (I) the highest price that the Common Stock trades at on the Trading Day immediately preceding such Conversion Date and (II) the applicable Conversion Price and (B) the difference obtained by subtracting (I) the number of shares of Common Stock delivered (or to be delivered) to the Holder on the applicable Conversion Date with respect to such conversion of Preferred Shares from (II) the quotient obtained by dividing (x) the applicable Conversion Amount that the Holder has elected to be the subject of the applicable conversion of Preferred Shares, by (y) the applicable Conversion Price. Notwithstanding anything to the contrary herein, the Conversion Price shall not be less than the Floor Price, which shall not be subject to any adjustment

1415

●

Redemption. Upon the occurrence of a Triggering Event, each Holder shall (in addition to all other rights it may have hereunder or under applicable law) have the right, exercisable at the sole option of such Holder, to require the Company with respect to each share of Preferred Stock to redeem each share of Preferred Stock then held by such Holder for a redemption price, in cash, equal to 130% of the Stated Value plus the Additional Amount as of the Company Optional Redemption Date (the “Triggering Redemption Amount”). After the occurrence of a Triggering Event, the Dividend Rate on all of the outstanding Preferred Stock held by such Holder shall be increased to 18% per annum thereafter. The Triggering Redemption Amount, in cash or in shares of Common Stock, shall be due and payable or issuable, as the case may be, within five (5) Trading Days of the date on which the notice for the payment therefor is provided by a Holder (the “Triggering Redemption Payment Date”. At any time after the Initial Issuance Date, the Company shall have the right to redeem all or any portion of the Preferred Shares then outstanding (the “Company Optional Redemption Amount”) on the Company Optional Redemption Date (each as defined below) (a “Company Optional Redemption”). The Preferred Shares subject to redemption pursuant to this Section 11(b) shall be redeemed by the Company in cash at a price (the “Company Optional Redemption Price”) equal to 120% of the Stated Value plus the Additional Amount as of the Company Optional Redemption Date.

As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, 0 shares of Series C Convertible Preferred Stock were issued and outstanding.

Series D Redeemable Preferred Stock

On August 2, 2024, the Company issued a Certificate of Designation of Series D Preferred Stock designating 20,000 shares of its authorized and unissued preferred stock as Series D Preferred Stock with a stated value of $0.0001 per share (the “Stated Value”). The Series D Preferred Stock sets forth the rights, preferences and limitations of the shares of Series D Preferred Stock. The defined terms not otherwise defined below are as defined in the Series D Preferred Stock.

The following is a summary of the terms of the Series D Preferred Stock:

●

Dividends. Under the terms of the Series D Preferred Stock, the Company shall not pay any dividends on the Series D Preferred Stock.

●

Voting Rights. Each share of Series D Preferred Stock shall entitle the holder thereof (a) to vote exclusively with respect to the Reverse Stock Split proposal at the Company’s next stockholder meeting following the Original Issue Date (and the Series D Preferred Stock shall not be entitled to vote on any other matter except to the extent required under Title 17 of the Wyoming Statutes or provided herein) and (b) to 10,000 votes per each share of Series D Preferred Stock and shall, except as required by law, vote together with the Common Stock and any other issued and outstanding shares of preferred stock of the Company that are entitled to vote thereon, as a single class. Notwithstanding the foregoing, in addition, as long as any shares of Series D Preferred Stock are outstanding, the Company shall not, without the affirmative vote of the Holders of a majority of the then outstanding shares of the Series D Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series D Preferred Stock or alter or amend this Certificate of Designation, (b) amend the Articles of Incorporation or other charter documents of the Company in a manner adverse to the Holders, (c) increase the number of authorized shares of Series D Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.

●

Liquidation. In addition, upon any liquidation, dissolution or winding-up of the Company, prior and in preference to the Common Stock, the Holders shall be entitled to receive out of the assets available for distribution to stockholders an amount in cash equal to 120% of the aggregate Stated Value of all shares of Series D Preferred Stock held by such Holder

●

Redemption. On the earlier of the date on which (i) the Company obtains Stockholder Approval and (ii) the SPA is terminated prior to the Second Closing, the Company shall immediately redeem, out of funds legally available therefor, each of the Series D Preferred Stock then outstanding at a redemption price equal to the Redemption Price, without the requirement for any notice or demand or other action by any Holder or any other person or entity, provided that a Holder may, in its sole discretion, waive such right to receive payment on the date of Stockholder Approval or such termination, in whole or in part, and any such waiver shall not affect any other rights of such Holder or any other Holder hereunder. Upon receipt of full payment in cash for a complete redemption, each Holder will promptly submit to the Company such Holder’s Series D Preferred Stock certificates, if any, and such redeemed shares shall no longer be deemed to be outstanding.

~~As of September 30, 2024 and December 31, 2023, 0 shares of Series D Redeemable Preferred Stock were issued and outstanding.~~ 16

15As of March 31, 2025, and December 31, 2024, 0 shares of Series D Redeemable Preferred Stock were issued and outstanding.

Security purchase agreement

On August 2, 2024, the Company entered into a Securities Purchase Agreement (the “SPA”) with certain accredited investors (the “Purchasers”) for the sale of (i) 2,800 shares of Series C Convertible Preferred Stock, par value $0.0001 per share (the “Series C Preferred Stock”, and the closing of such sale the “Second Closing”) at a purchase price of $1,000 per share for a total of $2,800,000 and (ii) 20,000 shares of Series D Redeemable Preferred Stock, par value $0.0001 per share (the “Series D Preferred Stock” and the closing of such sale, the “First Closing”) at a purchase price of $0.0001 per share for a total of $2.00 (the “Offering”). Further to this initial investment, the SPA contemplates additional investments for an additional $200,000.

On September 17, 2024, pursuant to section 8 of the SPA, the Purchasers and the Company have terminated the SPA and any and all obligations therein for both the Company and the Purchasers under the SPA and any related transaction documents.

Additionally, given that the Series D Preferred Stock had already been issued to the Purchasers pursuant to section 1(b)(i) of the SPA, the Company has exercised its right pursuant to section 9 of the Certificate of Designation of the Series D Preferred Stock and the Board of Directors of the Company has approved the redemption of all of the 20,000 outstanding shares of Series D Preferred Stock for their stated value of $0.0001 per share.

Common Stock

Each share of Common Stock entitles the holder to one vote, in person or proxy, on any matter on which an action of the stockholders of the Company is sought.

During the ~~nine~~three months ended ~~September~~March 3031, 2024, the Company had the following common stock transactions:

●

1,400,000 units, consisting of 1 common share, 1 Series A Warrant and 1 Series B Warrant, at a price of $4.25 per unit for gross proceeds of $5,950,000, from the IPO. After underwriting fees and discounts the net proceeds to the Company amounted to $5,324,000.

●

143,262 shares issued for settlement to related and unrelated parties for accounts payable, valued at $286,808. Amounts settled to related parties were $77,095 (38,404 shares) to our CEO, $95,165 (47,584 shares) to our Chief Product Officer, and $21,250 (10,625 shares) to a company owned by our CFO.

●

1,801,880 shares issued, with a fair value of $7,657,990, for settlement of convertible notes and accrued interest.

● ~~221~~8,~~095~~920,~~098~~700 shares issued for the ~~cash and~~ cashless exercise of 2651,~~210,119~~929 warrants ~~for $82,121~~.

AsDuring ofthe ~~September~~three ~~30,~~months ended ~~2024~~March ~~and December~~ 31, ~~2023~~2025, ~~229,366,391 and 4,234,747 shares of~~ ~~common~~the ~~stock~~Company ~~were~~had ~~issued~~the ~~and~~following common ~~outstanding,~~stock ~~respectively.~~transactions:

~~For~~● ~~the nine months ended September 30~~148, ~~2024~~186, ~~the~~387 ~~Company~~shares ~~recognized~~issued ~~additional~~for ~~expenses~~cashless ofexercise ~~$24,375 and recorded $4,110,101~~ of ~~deferred offering costs as a reduction to additional paid in capital~~22,300 ~~upon~~Series ~~completion~~B ~~of the IPO~~warrants.

●

33,811,286 shares issued for cashless exercise of 14,000 Series C warrants.

●

101,855,000 shares issued for partial settlement of debt (see Note 12).

As of March 31, 2025, and December 31, 2024, 584,065,699 and 300,213,026 shares of common stock were issued and outstanding, respectively.

NOTE 9 – STOCK-BASED COMPENSATION

During the three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, stock-based compensation was recognized as follows:

	September 30,		September 30,
	March 31,		March 31,
	2024		2023
	2025		2024
Research and development and other service providers		-		267,749
Professional fees -restricted stock awards	$	-	$	153,000
	$	-	$	~~267~~153,~~749~~000

~~During~~The ~~the~~Company ~~nine~~valued ~~months~~compensation ~~ended~~expenses ~~September~~to ~~30, 2024~~employees ~~and~~based ~~2023,~~on fair value of common stock~~-based~~ using a weighted average price of shares issued to unrelated parties for cash and compensation ~~was~~multiplied by ~~recognized~~the asnumber ~~follows:~~of shares issued to the employees.

	September 30,		September 30,
	2024		2023
Salaries and wages	$	-	$	918,000
Research and development and other service providers		-		769,756
Professional fees - related party		153,000		-
	$	153,000	$	1,687,756

Warrants

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, the Company did not issue warrants. During the year ended December 31, 2024, the Company issued warrants as follows;

● 1,609,900 series A warrants with exercise price of $5.~~5250~~53 and the term of 5 years

●

1,610,000 series B warrants with exercise price of $8.50 and the term of 5 years

●

495,076 Series C warrants with exercise price of $8.50 and the term of 5 years

A summary of the activity of the warrants during ~~the~~ ~~year~~the three months ended ~~September~~March 3031, ~~2024~~2025, ~~are~~ as follows:

	Warrants Outstanding					Weighted Average
				Weighted Average		Average Remaining
	Number of			Weighted Average		Remaining life
	Number of Warrants			Exercise Price		life (years)
	Warrants			Exercise Price		(years)
Outstanding, January 1, 2023		361,500		$	5.62		3.41
Outstanding, December 31, 2024		1,846,352		$	5.48		3.73
Granted		~~100,000~~-			~~1.00~~-		~~3.00~~-
Expired / cancelled		-			-		-
Exercised		-(36,300	)		-8.50		-
Outstanding, December 31, 2023		461,500		$	5.65		2.58
Outstanding, March 31, 2025		1,810,052		$	5.42		3.47
Granted		3,714,976			7.21		5.00
Expired / cancelled		(103,750	)		6.99		-
Exercised		(2,210,119	)		8.00		-
Outstanding, September 30, 2024		1,862,607		$	5.65		3.97

The intrinsic value of the warrants as of ~~September~~March 3031, ~~2024~~2025, is $0. All of the outstanding warrants are exercisable as of ~~September~~March 3031, ~~2024~~2025.

~~2022 Equity Compensation Plan~~18

On November 9, 2023, the Company’s stockholders approved the 2022 Equity Compensation Plan, or the 2022 Plan. The 2022 Plan provides that grants may be in any of the following forms: incentive stock options, nonqualified stock options, stock units, stock awards, dividend equivalents and other stock-based awards. The 2022 Plan is administered and interpreted by the Compensation Committee of the Board of Directors, or the Committee. The Committee has the authority to determine the individuals to whom grants will be made under the 2022 Plan, determine the type, size and terms of the grants, determine the time when grants will be made and the duration of any applicable exercise or restriction period (subject to the limitations of the 2022 Plan) and deal with any other matters arising under the 2022 Plan. The Committee presently consists of three directors, each of whom is a non-employee director of the Company. All the employees of the Company and its subsidiaries are eligible for grants under the 2022 Plan. Non-employee directors of the Company are also eligible to receive grants under the 2022 Plan.

Restricted Stock Awards

On November 2, 2023, the Company issued 120,000 restricted stock awards (“RSAs”) representing 120,000 shares of common stock to EverAsia Financial Group. Inc, a company owned by our Chief Financial Officer. RSAs issued in connection with the 2022 Plan shall be subject to a twelve-month vesting period, whereas 10,000 shares shall vest upon the first of every month. However, should the Company successfully complete an initial public offering of its common shares on any stock exchange in the United States of America, 100% of the then unvested RSAs shall immediately vest upon the completion of the IPO.

During the nine months ended September 30, 2024 and 2023, the Company recorded stock-based compensation of $153,000 and $0, respectively, related to the issuance of RSAs. As of September 30, 2024 and December 31, 2023, there was $0 and $153,000 of total unrecognized expense related to non-vested awards of RSAs. The cost was fully recognized, due to the Company’s IPO being effective on February 23, 2024.

The following summary reflects changes in the shares of Common Stock Restricted Stock Awards (RSA):

Unvested Outstanding at January 1, 2024	100,000		$	1.53	153,000
Granted	-				-
Vested /Released	(100,000	)		1.53	(153,000	)
Cancelled	-
Unvested Outstanding at September 30, 2024	-		$	-	-

NOTE 10 – RELATED PARTY TRANSACTIONS

Operating expense related party

During the three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, the Company incurred approximately $~~10,000~~0 and $0 30,000, respectively, in investor marketing and relations services from a company owned by the former chief strategy officer.

During the nine months ended September 30, 2024 and 2023, the Company incurred approximately $40,000 and $4,318, respectively, in investor marketing and relations services from a company owned by the former chief strategy officer.

Related party payable

On August 1, 2022, the Company entered into a lending arrangement with a related party, the prior owner of Click Fish Media. The loan is for a two (2) year term and accrued simple annual interest at a rate of 5% per annum. As of ~~September~~March 3031, ~~2024~~2025, and December 31, ~~2023~~2024, the remaining note payable balance was $7577,251 and $7677,~~368~~251, respectively, which includes all outstanding principle and accrued interest.

Related party management fees

During the three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, 47 Capital Management LLC, an entity wholly owned by the former CFO, billed the Company $0 and $~~43,197, respectively,~~ 0 and ~~during~~ the ~~nine months ended September 30, 2024 and 2023, 47 Capital Management LLC billed the~~ Company paid $0 and $~~111~~5,~~297 and the Company paid $20,~~000 ~~and $111~~,~~297,~~ respectively. 47 Capital Management LLC ~~provided~~provide outsourced CFO services.

During the three months ended ~~September~~March 3031, ~~2024~~2025, and ~~2023~~2024, Thornhill Advisory Group, Inc. ~~(f/k/a EverAsia Financial Group)~~, an entity majority owned by the former CFO, billed the Company ~~$134,000~~ ~~and~~ $~~13,250 for consulting fees, respectively, and the company paid $54,000~~0 and $10110,000 ~~respectively. During the nine months ended September 30~~, ~~2024 and 2023, Thornhill Advisory Group, Inc billed the Company $296,000 and $13,250 for consulting fees,~~ respectively and the Company paid $~~256,000~~0 and $10110,000 respectively. Thornhill Advisory Group provided financial consulting services from May 2023 through October 2023. From November 2023 through December ~~2023~~2024, Thornhill Advisory Group, Inc. provided outsourced CFO services.

During the three months ended March 31,2025, SGT Teams, an entity wholly owned by the Company’s CEO, billed the Company management fees of $33,277 and the Company paid $39,500.

Related party debt conversion to common stock

In January 2024, 38,404 shares, valued at $2.00 per share, for a total value of $77,095 were issued to our CEO for settlement to related parties for accounts payable.

In January 2024, 47,584 shares, valued at $2.00 per share, for a total value of $95,165 were issued to our Chief Product Officer for settlement to related parties for accounts payable.

In January 2024, 10,625 shares, valued at $2.00 per share, for a total value of $21,250 were issued to a company owned by our CFO for settlement to related parties for accounts payable.

~~NOTE~~Repaid 11due –to ~~COMMITMENTS~~related ~~AND CONTINGENCIES~~parties

During the three months ended March 31, 2025, the Company repaid $21,729 due to related parties.

NOTE 11 – LEGAL PROCEEDINGS

From time to time, we may be involved in various disputes and litigation matters that arise in the ordinary course of business.

The Company received correspondence in February, 2023 from an attorney representing a former customer of the Company. The correspondence contains allegations that the customer provided certain leads to the Company that were not processed by the Company according to the agreement between the Company and the customer. Further, the customer alleges that it paid for the processing of those leads and that it was entitled to a refund of a portion of its payment. The Company has requested details of which leads were not processed, however the customer has not provided those details. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses. While the outcome is uncertain, the Company has accrued $15,950 and accounted for it as Unearned Revenue until the matter is resolved.

The Company received a letter dated August 28, 2023, from an attorney hired on behalf of a former employee of the Company. This former employee offered her resignation, which was accepted on July 12, 2023. This letter contains allegations that the former employee was sexually harassed and terminated wrongfully by the Company. The Company is of the opinion that allegations in this letter lack merit. The Company has reported this matter to its insurance carrier and outside counsel has been engaged. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses. In December 2023 the former employee’s attorney requested that the parties attend mediation, however a date for said mediation has not been determined. Due to the uncertain outcome of the case, no amounts have been accrued.

On December 20, 2023, an individual filed a putative class action lawsuit against a customer of the Company that was using the Company’s DISA’s. Shortly thereafter, the individual filed a first amended complaint (FAC) adding the Company as a party. The FAC states that Plaintiff’s phone number has been on the National Do-Not-Call Registry since 2009. Despite this, Plaintiff alleges he received two prerecorded calls from the Company on behalf of its Customer on October 10 and November 28, 2023. Based on these alleged violations, Plaintiff asserts that the Company violated the Telephone Consumer Protection Act’s (TCPA) prerecorded call provision and the South Carolina Telephone Privacy Protection Act. In response to the FAC, both the Company and its Customer filed a motion to dismiss and motion to strike the class allegations. The motions are fully briefed, but the Court has yet to issue a ruling. The parties each exchanged discovery responses. The parties agreed to attend mediation on October 15, 2024. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses.

ProofPositive LLC (“ProofPositive”) commenced an arbitration (“Arbitration”) before the American Arbitration Association (“AAA”) against the Company, Brian Podolak and his wife (under a pseudonym) (“Respondents”) on or about May 31, 2024. In the Arbitration, ProofPositive asserted a number of claims, including claims under the Arizona Securities Act, arising from Respondents’ alleged failure to pay sums purportedly due under a loan agreement and promissory note, an addendum and consulting agreement. The Company denies liability and intends to continue to vigorously defend any action, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses.

NOTE 12 – PREPAID EXPENSE

As of September 30, 2024 and December 31, 2023, prepaid expenses consisted of the following:

	September 30,		December 31,
	2024		2023
Prepaid operating expense	$	50,648	$	-
Prepaid insurance		93,794		-
Prepaid rent		12,770		12,770
Prepaid expense	$	157,212	$	12,770

NOTE 13 – SUBSEQUENT EVENTS

On December 16, 2024, the Company issued a Note Payable in the amount of $40,000 bearing interest at 22% per annum and has a maturity date 180 days from the date of the Note.

On December 20, 2024, the On September 18, 2024, entered into a Convertible Note with a principal amount of $60,000 including $10,000 debt discount at a 20% interest rate per annum and has a maturity date of June 20, 2025.

Carstens, Allen & Gourley, LLP (“Carstens”) commenced an action before the Texas Civil Court against the Company on or about August 12, 2024 (“Lawsuit”). In the Lawsuit, Carstens alleges that the Company was in breach of contract by failure and refusal to pay attorneys’ fees that it owes to Carstens. The Company has entered into settlement negotiations with Carstens. In December, 2024, Carstens filed for a default judgement for the unpaid fees. The Company is negotiating with Carstens for a mutually acceptable settlement. In April 2025, the Company reached a settlement agreement, to pay to Carstens the total sum of $160,000 in 13 payments. Upon signing the settlement, Carstens filed with the courts to dismiss the lawsuit

On December 16, 2024, MAI Voice GCO, LLC filed a verified complaint alleging breach of contract and seeking $32,090. The Company denies liability and intends vigorously defend the action that was brought, although the probability of a favorable or unfavorable outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they could result in damages and/or awards of attorneys’ fees or expenses.

In March 2025, Berkowitz Pollack & Brant Advisors filed a lawsuit against the Company for unpaid professional fees in the amount of $48,057.

NOTE 12 – COMMITMENTS AND CONTINGENCIES

From time to time, the Company may become subject to threatened and/or asserted claims arising in the ordinary course of business. Management is not aware of any matters, either individually or in the aggregate, that are reasonably likely to have a material adverse effect on the Company’s financial condition, results of operations or liquidity.

On March 6, 2025, the Company entered into a settlement liquidated damages of $500,000 to be paid in common stock of the Company with an investor in conjunction with default of issuance common stock on time related to warrants. The Company recognized $500,000 as liquidated damages payable to an investor. For the three months ended March 31, 2025, the Company issued 78,855,000 shares of common stock valued at $133,297 for partial settlement liabilities of $500,000 and recognized loss on settlement debt of $44,727.

On March 20, 2025, the Company entered into a settlement liquidated damages of $210,375 to be paid by issuance of 140,000,000 shares of common stock with an investor in conjunction with default of issuance common stock on time related to 3,400 Series C of warrants. The Company recognized $210,375 as liquidated damages payable to an investor. For the three months ended March 31, 2025, the Company issued 23,000,000 shares of common stock valued at $34,500 for partial settlement liabilities of $210,375 and recognized gain on settlement of debt of $62.

As of March 31, 2025, the Company recorded liquidated damages payable of $587,243.

NOTE 13 – PREPAID EXPENSE

As of March 31, 2025, and December 31, 2024, prepaid expenses consisted of the following:

	March 31,		December 31,
	2025		2024
Prepaid operating expense	$	41,652	$	53,627
Prepaid insurance		-		23,449
Prepaid expense	$	41,652	$	77,076

NOTE 14 – SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date these consolidated financial statements were available to be issued. Based on our evaluation no material events have occurred that require disclosure, except as follows:

Financial Matters

On May 13,2025, the Company entered into a Senior Secured Convertible Note with a principal amount of $3,333,333 including $333,333 debt discount at a 10% interest rate per annum with maturity date of twelve (12) months after the original issue date of the Convertible Note. The principal amount to be paid in one or more tranches. In addition, the Company entered into a share purchase warrant agreement with the noteholder for warrant shares of 611,111,111 with an exercise price of $0.001 per share for a period of 5 years. In May 2025, the Company obtained a principal amount of $250,000 including $25,000 debt discount.

During April and May 2025, the Company issued 116,400,000 shares of common stock in connection with settlement agreement dated March 3,2025 with an investor for partial settlement liquidated damages of $500,000.

In June 2025, the Company issued 92,000,000 shares of common stock in connection with settlement agreement dated March 25,2025 with an investor for partial settlement liquidated damages of $210,375.

During April and May 2025, the Company issued 178,775,882 shares of common stock for cashless exercise of 6,302 Series B warrants.

In May 2025, the Company issued 215,872,894 shares of common stock to two investors for conversion partial principal and accrued interest note payable of $91,365.

Legal Matters

In April 2025, the Company settled a lawsuit previously filed against the Company by Carstens Allen and Gourley. The Company agreed to pay to Carstens the total sum of $160,000 in 13 payments. Upon signing the settlement, Carstens filed with the courts to dismiss the lawsuit.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q. Our consolidated financial statements have been prepared in accordance with U.S. GAAP. In addition, our consolidated financial statements and the financial data included in this Quarterly Report on Form 10-Q K reflect our reorganization and have been prepared as if our current corporate structure had been in place throughout the relevant periods. Actual results could differ materially from those projected in the forward-looking statements. For additional information regarding these and other risks and uncertainties, please see the items listed above under the section captioned “Risk Factors”, as well as any other cautionary language contained in this Quarterly Report on Form 10-Q. Except as may be required by law, we undertake no obligation to update any forward-looking statements to reflect events after the date of this Quarterly Report on Form 10-Q.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These forward-looking statements represent our expectations, beliefs, intentions, or strategies concerning future events, including, but not limited to, any statements regarding our assumptions about financial performance; the continuation of historical trends; growth strategies; the sufficiency of our cash balances for future liquidity and capital resource needs; the expected impact of changes in accounting policies on our results of operations, financial condition or cash flows; anticipated problems and our plans for future operations; our future financing plans and anticipated needs for working capital; and the economy in general or the future of the food production industry, all of which were subject to various risks and uncertainties. Such statements, when used in this Annual Report on Form 10-K and other reports, statements, and information we have filed with the Securities and Exchange Commission (“SEC”), in our press releases, presentations to securities analysts or investors, in oral statements made by or with the approval of an executive officer, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “continue,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. However, any statements contained in this Annual Report on Form 10-K that are not statements of historical fact may be deemed to be forward-looking statements. These statements are expressed in good faith and based upon a reasonable basis when made, but there can be no assurance that these expectations will be achieved or accomplished.

This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under Part I Item 1 “Business” and Part II Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as in other parts of this Quarterly Report on Form 10-Q. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors as described in this Quarterly Report on Form 10-Q generally. In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Quarterly Report on Form 10-Q will in fact occur. In addition to the information expressly required to be included in this filing, we will provide such further material information, if any, as may be necessary to ensure that the required statements, in light of the circumstances under which they are made, are not misleading.

Although forward-looking statements in this Quarterly Report on Form 10-Q reflect the good faith judgment of our management, forward-looking statements are inherently subject to known and unknown risks, business, economic and other risks and uncertainties that may cause actual results to be materially different from those discussed in these forward-looking statements. Readers are urged not to place undue reliance on these forward-looking statements, which speak only as of the date of this Quarterly Report on Form 10-Q. We assume no obligation to update any forward-looking statements in order to reflect any event or circumstance that may arise after the date of this Quarterly Report on Form 10-Q, other than as may be required by applicable law or regulation. Readers are urged to carefully review and consider the various disclosures made by us in our reports filed with the Securities and Exchange Commission (“SEC”) which attempt to advise interested parties of the risks and factors that may affect our business, financial condition, results of operation and cash flows. If one or more of these risks or uncertainties materialize, or if the underlying assumptions prove incorrect, our actual results may vary materially from those expected or projected.

This Quarterly Report on Form 10-Q also contains estimates, projections, and other information concerning our industry, our business, and particular markets, including data regarding the estimated size of those markets. Information that is based on estimates, forecasts, projections, market research, or similar methodologies is inherently subject to uncertainties and actual events or circumstances may differ materially from events and circumstances reflected in this information. Unless otherwise expressly stated, we obtained this industry, business, market, and other data from reports, research surveys, studies, and similar data prepared by market research firms and other third parties, industry, general publications, government data, and similar sources.

Overview

Vocodia Holdings Corp (“VHC”) was incorporated in the State of Wyoming on April 27, 2021 and is a conversational AI technology provider. Vocodia’s technology is designed to drive better sales and services for its customers. Clients turn to Vocodia for their product and service needs.

Business Summary

We are an AI software company that builds practical AI functions and makes them easily obtainable for businesses on cloud-based platform solutions at low costs and scalable to multiagent vast enterprise solutions.

Our operations include our wholly owned subsidiary, Click Fish Media, Inc. (“CFM”), which was incorporated in the State of Florida on November 26, 2019 and is an IT services provider. CFM was formerly owned by James Sposato, who is an officer and director of the Company. CFM was wholly acquired by the Company from Mr. Sposato per the Contribution Agreement. CFM was formerly owned by James Sposato, who is an officer and director of the Company. CFM was acquired by us from Mr. Sposato per the Contribution Agreement, dated August 1, 2022. In the Contribution Agreement, Mr. Sposato (“Contributor”), has contributed, assigned, transferred and delivered to us, the outstanding capital stock of CFM and we have accepted the contributed shares from the Contributor. As full consideration for the contribution, we have paid the Contributor consideration in the amount of $10.

An illustration of our organizational structure is provided below:

We aim to offer corporate clients scalable enterprise AI sales and customer service solutions intended to rapidly increase sales and service, while lowering employment costs.

We seek to enhance rapport and relationship building for customers, which is as necessary component to sales. We believe that there is a positive correlation between AI which sounds similar to a human voice over the phone and better customer rapport and customer service benefits. With our advanced AI, we believe that it will be difficult for customers to distinguish between speaking to a human sales representative and to an AI bot. We believe we can increase customer satisfaction and maximize potential service efficiency for our clients. Our goal is to provide quick training and deployment, potentially unlimited scalability, easy integration with existing corporate platforms and other benefits to our customers from AI’s efficiency. We strive to help our customers manage budgets and perform better than the high costs of existing sales and service personnel.

On February 26, 2024, we completed our initial public offering (the “IPO”) of 1,400,000 units, each consisting of one share of common stock, par value $0.0001 (“Common Stock”), one Series A Warrant to purchase one share of Common Stock at $4.25 (the “Series A Warrant”), and one Series B Warrant to purchase one share of Common Stock at $8.50 (the “Series B Warrant”), at a price to the public of $4.25 per Unit.

The gross proceeds from the IPO, before underwriting discounts and commissions and estimated offering expenses payable by us, were approximately $5,950,000. On February 22, 2024, our Common Stock, Series A Warrants and Series B Warrants began trading on the BZX Exchange, a division of Cboe Global Markets, under the ticker symbols “VHAI,” “VHAI+A” and “VHAI+B”, respectively.

2123

On June 14, 2024, Vocodia Holdings Corp. (the “Company”) received a letter (the “Letter”) from the Listing Qualifications Department of The Cboe BZX Exchange, Inc. (“Cboe”) notifying the Company that Cboe had decided to exercise its discretionary authority pursuant to Exchange Rule 14.2 to delist the Company and suspend trading of the Company’s Common Stock (VHAI), Series A Warrants (VHAI+A) and Series B Warrants (VHAI+B) on June 24, 2024. The Letter cited that the basis for this decision is that the Company is currently not in compliance with (i) Exchange Rule 14.9(e)(1)(B) because its Common Stock did not maintain a minimum bid price of $1.00 over 30 consecutive business days and (ii) Exchange Rule 14.9(e)(2) because the Company has failed to me at least one of the following requirements: (A) stockholders’ equity of at least $2.5 million; (B) market value of listed securities of at least $35 million; or (C) net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently complete fiscal years.

Pursuant to Exchange Rule 14.12(h) the Company appealed the staff’s decision, and an appeal hearing was held on August 8, 2024 before a two-member Panel (the “Panel”). On September 6, 2024, the Company received notice that the Panel rejected the Company’s appeal and determined to delist the Company’s securities. The receipt of the Panel’s decision will result in the immediate delisting of the Company’s Common Stock and Warrants on the Cboe, under the symbols “VHAI,” “VHAI+A,” and “VHAI+B”, and a Form 25-NSE will be filed with the Commission, which will remove the Company’s securities from listing and registration on Cboe. The Company did not appeal the Panel’s decision. Therefore, the trading of the Company’s Common Stock and Warrants was suspended at the close of business on September 10, 2024, and delisted from Cboe, as indicated in the Panel’s letter.

The Company’s common stock began trading under the trading symbols “VHAI,” “VHAI+A,” and VHAI+B” on the OTC Pink Market operated on the OTC Markets system effective with the open of the markets on September 11, 2024. The Company intends to apply to have its common stock quoted on the OTCQB Venture Market on the OTC Markets; however, there can be no assurances that its common stock and warrants will be approved, or will continue, to be traded on such market.

Results of Operations

Comparison of the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 to the ~~nine~~ three months ended ~~September~~March 3031, ~~2023~~2024

The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:

	Nine Months Ended
	Three Months Ended
	September 30,
	March 31,
	2024			2023			Change			%
	2025			2024			Change			%
Revenues	$	~~50,231~~-		$	~~252,820~~-			~~(202,589~~-	)		~~-80~~0	%
Cost of revenue		~~130~~47,~~321~~130			~~200,289~~-			~~(69~~47,~~968~~130	)		~~-35~~100	%
Gross profit (loss)		(8047,~~090~~130	)		~~52,531~~-			(~~136~~47,~~621~~130	)		~~-252~~100	%
Operating costs and expenses:
Operating expense		5263,~~706,554~~793			42,~~676~~822,~~396~~460			1(2,~~030~~558,~~158~~667	)		22-91	%
Other income (expenses)		(4861,~~048,400~~891	)		(24,~~525~~122,~~075~~910	)		(13,~~523~~261,~~325~~019	)		60-79	%
Net loss	$	(91,~~834~~172,~~044~~814	)	$	(76,~~148~~945,~~940~~370	)		(25,~~686~~772,~~104~~556	)		38-83	%

~~Revenue~~We did not earn revenue for the three months ended March 31, 2025 or for the three months ended March 31, 2024. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. We anticipate launching our improved DISA product, as well as initiating our crypto treasury business in the third quarter of 2025.

Revenue decreased by $202,589, or 80%, to $50,156 for the nine months ended September 30, 2024 as compared to $252,820 for the nine months ended September 30, 2023. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. As a result, we only earned $50,231 in revenue from integration, lead generation, and setup fees. We anticipate launching our improved DISA product in the first quarter of 2025. For the nine months ended September 30, 2023, we had 1 paying client who subscribed to 10 DISAs at a selling price of $795 per DISA for one month and another paying client who subscribed to 10 DISAs at a selling price of $800 per DISA for one month for total revenue of $15,950 for the period. Additionally, we earned $236,870 in integration, lead generation, and setup fees, resulting in total revenue of $252,820.

Cost of Revenue

Cost of revenue ~~decreased~~increased by $69 47,~~968~~130, or 35100%, to $~~130~~ 47,~~321~~130 for the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 from $~~200,289~~0 for the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, primarily due to ~~the~~ ~~reduction~~increased cost of ~~costs~~our ~~related~~cloud tohosting ~~the deployment of our DISAs~~platform.

Gross profit (loss)

The decrease in our gross profit of $132,621 to a gross loss of $80,090 for the nine months ended September 30, 2024 from a gross profit of $52,531 for the nine months ended September 30, 2023 is primarily attributable to the suspension of DISA sales during the nine months, while our server expenses continued.

Operating Expenses

	Nine Months Ended
	September 30,
	2024		2023		Change			%
Operating Expenses
General and administrative expenses	$	3,188,266	$	1,155,262		2,033,006			176	%
Salaries and wages		1,179,038		2,324,214		(1,145,176	)		-49	%
Software development and other service providers		1,339,250		1,196,920		142,330			12	%
Total Operating Expenses	$	5,706,554	$	4,676,396		1,030,158			22	%

Operating expense increased by $1,030,158 or 22% to $5,076,555 for the nine months ended September 30, 2024 from $4,676,396 for the nine months ended September 30, 2023. This increase is primarily due to the increase in general and administrative expenses related to operating a public company and software development costs related to improving our DISA products offset by a reduction in salaries and wages and stock-based compensation expenses paid to employees and service providers.

General and Administrative Expenses increased by $2,033,004 or 176% to $3,188,266 during the nine months ended September 30, 2024 from $1,155,262 during the nine months ended September 30, 2023. The increase is primarily a result of the Company’s increased costs related to being a public company related to insurance, professional fees, and investor relations.

Salaries and wages expense decreased by $1,451.176, or 49%, to $1.179.038 for the nine months ended September 30, 2024 from $2,324,214 for the nine months ended September 30, 2023, due to a reduction in staff in 2024 and a reduction in stock based compensation paid.

Research and development and other service providers expense increased by $142,330, or 12%, to $1,339,250 for the nine months ended September 30, 2024 from $1,196,920 for the nine months ended September 30, 2023, primarily related to accelerated investments in developing our next-generation AI-powered virtual agent platform. We are also incurring considerable data labeling expenses as we scale out language model training across multiple domains, industries and languages, which is essential for our virtual agents to provide highly contextualized and personalized customer experiences. Finally, we are developing advanced multimodal AI capabilities that we anticipate will intelligently interpret voice and text during customer interactions.

Total other income (expense)

During the nine months ended September 30, 2024, we had other expense of $4,048,400, which consisted of other income of $76,943, a change in fair value of derivative liabilities of $115,296, a loss on the settlement of debt of $3,824,936 and interest expense of $415,703.

Comparison of the three months ended September 30, 2024 to the three months ended September 30, 2023

The following tables set forth selected consolidated statements of operations data and such data as a percentage of total revenues for each of the periods indicated:

	Three Months Ended
	September 30,
	2024			2023			Change			%
Revenues	$	50,156		$	9,620			40,536			421	%
Cost of revenue		74,062			16,920			57,142			338	%
Gross profit (loss)		(23,906	)		(7,300	)		(16,606	)		227	%
Operating costs and expenses:
Operating expense		1,307,101			964,001			343,100			36	%
Other income (expenses)		325			(836,819	)		837,144			-100	%
Net loss	$	(1,330,682	)	$	(1,808,120	)		477,438			-26	%

Revenue increased by $40,536, or 421%, to $50,156 for the three months ended September 30, 2024 as compared to $9,620 for the three months ended September 30, 2023. The increase was primarily due to the sale of advisory services. Beginning in January 2024, we suspended sales of our DISA product in order to update its functionality so it could scale to the needs of our customers. We anticipate launching our improved DISA product in the first quarter of 2025.

Cost of Revenue

Cost of revenue increased by $57,142, or 338%, to $74,062 for the three months ended September 30, 2024 from $16,920 for the three months ended September 30, 2023, primarily due to increased cost of our cloud hosting platform.

Gross Loss

The increase in our gross loss of $16 47,~~606~~130 to a gross loss of $23 47,~~906~~130 for the three months ended ~~September~~March 3031, ~~2024~~2025 from a gross loss of $~~7,300~~0 for the three months ended ~~September 30~~March 31, ~~2023~~2024 is primarily attributable to the increased costs of our cloud server expenses.

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Operating Expenses

	Three Months Ended
	September 30,
	March 31,
	2024		2023		Change			%
	2025		2024		Change			%
Operating Expenses
General and administrative expenses	$	~~740~~202,~~010~~890	$	~~383~~1,~~555~~646,902		~~356~~(1,~~455~~444,012	)		93-88	%
Salaries and wages		~~349~~33,~~731~~277		~~440~~382,~~688~~383		(90349,~~957~~106	)		-2191	%
Software development and other service providers		~~217~~27,~~360~~626		~~139~~793,~~758~~175		77(765,~~602~~549	)		56-97	%
Total Operating Expenses	$	1263,~~307,101~~793	$	~~964~~2,~~001~~822,460		~~343~~(2,~~100~~558,667	)		36-91	%

Operating expense ~~increased~~decreased by $~~343~~2,~~100~~558,667 or 3691% to $1263,~~307,101~~793 for the three months ended ~~September~~March 3031, ~~2024~~2025 from $~~964~~2,~~001~~822,460 for the three months ended ~~September~~March 3031, ~~2023~~2024 primarily due to the ~~increase~~ reduction in general and administrative expenses related to ~~operating~~going a public ~~company~~in ~~and~~the first quarter of 2024, a reduction in software development costs related to ~~improving~~ our DISA products ~~offset~~ byand a reduction in salaries and wages and stock based compensation expenses paid to employees and service providers.

General and Administrative Expenses ~~increased~~ decreased by $~~356~~1,~~455~~444,012 or 9388% to $~~740~~202,~~010~~890 during the three months ended ~~September~~March 3031, ~~2024~~2025 from $~~383~~1,~~555~~646,902 during the three months ended ~~September~~March 3031, ~~2023~~ 2024. The ~~increase~~ decrease is primarily a result of a reduction of the Company’s ~~increased~~ costs related to ~~being~~going a public ~~company~~during ~~related~~the tofirst quarter of 2024 such as insurance, professional fees, and investor relations.

Salaries and wages ~~expense~~ decreased by $90349,~~957~~106, or 2191%, to $~~349~~33,~~731~~277 for the three months ended ~~September~~March 3031, ~~2024~~2025 from $~~440~~382,~~688~~383 for the three months ended ~~September~~March 3031, ~~2023~~2024, due to a reduction in staff in 2024 and a reduction in stock based compensation paid.

Research and development and other service providers expense ~~increased~~decreased by $77765,~~602~~549, or 5697%, to $~~217~~27,~~360~~626 for the three months ended ~~September~~March 3031, ~~2024~~2025 from $~~139~~793,~~758~~175 for the three months ended ~~September~~ 30March 31, ~~2023~~2024, primarily related to an ~~increase~~decrease in software development costs related to ~~improving~~ our DISA products.

Total other income (expense)

During the three months ended ~~September~~March 3031, ~~2024~~2025, we had other ~~income~~expenses of $~~325~~861,891, which consisted of ~~dividend~~liquidated ~~income~~damages paid to certain warrant holders of $710,~~1875~~375, loss on settlement of debts of $33,510, write off of accounts receivable of $50,000 and interest expense of $1116,~~550~~882, offset by a change in fair value of derivative liability of $48,816.

Liquidity and Capital Resources

The following table provides selected financial data about us as of ~~September~~March 3031, ~~2024~~2025 and December 31, ~~2023~~2024

	September 30,			December 31,
	March 31,			December 31,
	2024			~~2023~~2024			Change			%
Current assets	$	~~209~~43,~~583~~991		$	12128,~~770~~357		$	~~196~~(84,~~813~~366	)		~~1541~~-66	%
Current liabilities	$	23,~~329~~281,~~828~~696		$	72,~~894~~363,~~129~~345		$	(5918,~~564,301~~351	)		~~-70~~39	%
Working capital (deficiency)	$	(23,~~120~~237,~~245~~705	)	$	(72,~~881~~234,~~359~~988	)	$	~~5761~~(1,~~114~~002,717	)		~~-73~~45	%

Current assets increased by $196,813, or 1,541%, to $209,583 as of September 30, 2024 from $12,770 as of December 31, 2023. The increase was primarily attributable to the sale of 1,400,000 units, comprised of 1,400,000 shares of common stock, Series A Warrants and Series B Warrants in our initial public offering at $4.25 ~~per unit, for gross proceeds of $5,950,000 before underwriter fees and discounts offset by operating expenses.~~

Current ~~liabilities~~assets decreased by $584,~~564~~366,~~301,~~ or 70 66%, to $243,~~329,828~~991 as of ~~September~~March 3031, ~~2024~~2025 from $7128,~~894,129~~357 as of December 31, ~~2023~~2024. The decrease was primarily attributable to ~~conversion and~~a ~~settlement~~reduction ~~of approximately $3.7 million~~ in ~~convertible~~accounts receivable ~~notes~~of ~~and associated~~ $~~1.9 million in derivative liabilities~~50,000 and ~~the~~prepaid ~~settlement~~ expenses of ~~other~~approximately ~~trade liabilities subsequent to our initial public offering~~$76,000.

WeCurrent ~~believe~~liabilities weincreased ~~will~~by ~~not~~$918,351, ~~have sufficient cash on~~or ~~hand~~39%, to ~~support~~$3,281,696 ~~our~~as ~~operations~~of ~~for~~March at31, ~~least~~2025 12from ~~months.~~$2,363,345 Asas of ~~September~~December 3031, 2024,. weThe ~~had~~increase awas ~~working~~primarily ~~capital~~attributable ~~deficiency~~to ofan ~~$2,038,342 and~~increase ~~total~~in ~~cash~~accounts ofpayable ~~$1,344.~~and Asaccrued ~~discussed below~~liabilities, ~~this~~an ~~condition~~increase ~~and~~in ~~other~~liquidated ~~factors~~damages ~~raise~~payable ~~substantial~~and ~~doubt~~an ~~regarding~~increase ~~our~~in ~~ability~~convertible tonotes ~~continue~~payable asoffset by a ~~going~~reduction ~~concern~~in related party payables.

We ~~intend~~believe towe ~~generally~~will ~~rely~~not onhave sufficient cash ~~from operations~~on ~~and~~hand ~~equity and debt offerings~~ to ~~the~~support ~~extent~~our ~~necessary~~operations ~~and~~for ~~available,~~at toleast ~~satisfy~~12 ~~our liquidity needs~~months. ~~There~~As ~~are~~of ~~several~~March ~~factors~~31, ~~that~~2025, ~~could result~~we inhad ~~the~~a ~~need~~working tocapital ~~raise~~deficiency ~~additional~~of ~~funds~~$3, ~~including a decline in revenue~~237,705 ~~a lack of anticipated sales growth~~ and ~~increased costs.~~total ~~Our efforts are directed toward generating positive~~ cash ~~flow~~of ~~and~~$1, ~~ultimately, profitability~~339. As ~~our~~discussed ~~efforts~~below, ~~during~~this ~~our~~condition ~~fiscal 2023~~ and ~~the~~ ~~nine~~other ~~months~~factors ~~ended September 30, 2024 have not generated positive cash flows, we will need to~~ raise ~~additional~~substantial ~~capital.~~doubt ~~Should~~regarding ~~capital not~~our beability ~~available~~ to uscontinue at reasonable terms, other actions will become necessary, including implementing cost control measures and additional efforts to increase sales. We may also be required to take more strategic actions such as ~~exploring~~a ~~strategic options for the sale of~~going ~~our company, the creation of joint ventures or strategic alliances under which we will pursue business opportunities, or other alternatives~~concern.

24We intend to generally rely on cash from operations and equity and debt offerings to the extent necessary and available, to satisfy our liquidity needs. There are several factors that could result in the need to raise additional funds, including a failure to generate revenue in the short term, a lack of anticipated sales growth and increased costs. Our efforts are directed toward generating positive cash flow and, ultimately, profitability. As our efforts during our fiscal 2024 and the three months ended ,March 31, 2025 have not generated positive cash flows, we will need to raise additional capital. Should capital not be available to us at reasonable terms, other actions will become necessary, including implementing cost control measures and additional efforts to increase sales. We may also be required to take more strategic actions such as exploring strategic options for the sale of our company, the creation of joint ventures or strategic alliances under which we will pursue business opportunities, or other alternatives.

Cash Flow

	Nine Months ended September 30,
	Three months ended March 31,
	2024			2023			Change
	2025			2024			Change
Cash provided by / (used in) operating activities	$	(5188,~~289,085~~550	)	$	(2,~~271~~428,~~260~~570	)	$	(32,~~017~~240,~~825~~020	)
Cash provided by / (used in) investing activities	$	~~(2,131~~-	)	$	-		$	~~(2,131~~-	)
Cash provided by / (used in) financing activities	$	5189,~~290,432~~608		$	15,~~605~~125,~~167~~428		$	3(4,~~685~~935,~~265~~820	)
Cash on hand	$	1,~~216~~339		$	312,~~533~~696,858		$	(302,~~317~~695,519	)

Cash Flow from Operating Activities

~~Nine~~Three months ended ~~September~~March 3031, ~~2024~~2025 and 2023

For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025 and ~~2023~~ 2024, we did not generate positive cash flows from operating activities. ~~for~~For the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, net cash flows used in operating activities was $5188,~~289,085~~550 compared to $2,~~271~~428,~~260~~570 during the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024.

Cash flows used in operating activities for the three ~~nine~~ months ended ~~September 30~~March 31, ~~2024~~2025 was comprised of a net loss of $91,~~835~~172,~~044~~814, which was reduced by non-cash expenses of $4792,~~118,695~~607 for ~~stock-based compensation~~depreciation, ~~depreciation and~~ amortization, ~~convertible~~of ~~notes~~debt ~~default~~issuance ~~penalties,~~costs. ~~change~~liquidated indamage ~~fair~~for ~~value of derivative liabilities~~warrants, loss on settlement of ~~debts~~debt and ~~offset by~~ write~~-offs~~ off of accounts ~~payable,~~receivable and net change in working capital of $~~347~~ 191,~~264~~657, offset by change in fair value of derivative liabilities.

For the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~net~~ net cash flows used in operating activities was $2,~~271~~428,~~260~~570. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, we had a net loss of $76,~~148~~945,~~940~~370, which was reduced by non-cash expenses of $4,~~006~~175,~~006~~256 for ~~stock-based compensation~~depreciation, ~~depreciation~~amortization ~~and~~of ~~amortization,~~debt ~~convertible~~issuance ~~notes~~costs. ~~default penalties,~~liquidated ~~and~~damage ~~change~~for inwarrants, loss ~~fair~~on ~~value~~settlement of ~~derivative~~debt ~~liabilities,~~ and net change in working capital of $~~871~~341,~~674~~544, offset by change in fair value of derivative liabilities.

Cash Flows from Investing Activities

During the nine months ended September 30, 2024, cash used by investing activities of $2,131 included $2,131 for the purchase of computer equipment. During the nine months ended September 30, 2023 cash used in investing activities was $0.

Cash Flows from Financing Activities

During the ~~nine~~three months ended ~~September~~March 3031, ~~2024~~2025, cash provided by financing activities of $5189,~~290,432~~608 included $5260,~~372,787 from the sales of common stock units, $605,~~000 from the ~~sale of 605 Preferred B shares, and $30,000 from the~~ issuance of ~~note~~convertible notes payable, ~~$82,121 from the exercise of warrant~~ and ~~$883~~was ~~from~~offset ~~proceeds from~~by related party ~~and~~payable ~~was offset by deferred offering costs~~ of $2421,~~375~~729 and the repayment of convertible notes payable of $5548,~~000~~663 and convertible notes payable of $802,984. During the ~~nine~~three months ended ~~September~~March 3031, ~~2023~~2024, ~~net~~ cash provided by financing activities of $15,~~605~~125,~~167~~428 included ~~proceeds~~ $5,372,787 from the sales of common stock units, $~~905~~605,000 from the sale of ~~905~~605 Preferred B shares, and ~~proceeds~~$30,000 from ~~convertible~~the ~~notes~~issuance ~~payable~~ of ~~$800~~note payable,~~000~~ and was offset by deferred offering costs of $4924,~~833~~375 and the ~~payment~~repayment of ~~debt~~notes ~~offering~~payable ~~costs~~ of $5055,000 and convertible notes payable of $802,984.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements or relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purpose entities.

Going Concern

The accompanying financial statements of the Company are prepared in accordance with U.S. GAAP applicable to a going concern, which contemplates realization of assets and the satisfaction of liabilities in the normal course of business within one year after the date the consolidated financial statements are issued.

In accordance with Financial Accounting Standards Board (“FASB”), Accounting Standards Update (“ASU”) No. 2014-15, Presentation of Financial Statements – Going Concern (Subtopic 205-40), the Company’s management evaluates whether there are conditions or events, considered in aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the accompanying financial statements are issued.

Critical Accounting Policies

Our accounting policies are more fully described in our unaudited financial statements. The preparation of financial statements in conformity with generally accepted accounting principles in the United States requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Although these estimates are based on our best knowledge of current and anticipated events, actual results could differ from the estimates.

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We have identified the following accounting policies as those that require significant judgments, assumptions and estimates and that have a significant impact on our financial condition and results of operations. These policies are considered critical because they may result in fluctuations in our reported results from period to period, due to the significant judgments, estimates and assumptions about complex and inherently uncertain matters and because the use of different judgments, assumptions or estimates could have a material impact on our financial condition or results of operations. We evaluate our critical accounting estimates and judgments required by our policies on an ongoing basis and update them as appropriate based on changing conditions.

Fair Value of Financial Instruments. The Company accounts for financial instruments under Financial Accounting Standards Board (“FASB”) ASC 820, Fair Value Measurements. ASC 820 provides a framework for measuring fair value and requires disclosures regarding fair value measurements. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, based on the Company’s principal or, in absence of a principal, most advantageous market for the specific asset or liability.

The Company uses a three-tier fair value hierarchy to classify and disclose all assets and liabilities measured at fair value on a recurring basis, as well as assets and liabilities measured at fair value on a non-recurring basis, in periods subsequent to their initial measurement. The hierarchy requires the Company to use observable inputs when available, and to minimize the use of unobservable inputs, when determining fair value.

The three tiers are defined as follows:

●

Level 1 – Observable inputs that reflect quoted market prices (unadjusted) for identical assets or liabilities in active markets;

●

Level 2 – Observable inputs other than quoted prices in active markets that are observable either directly or indirectly in the marketplace for identical or similar assets and liabilities; and

●

Level 3 – Unobservable inputs that are supported by little or no market data, which require the Company to develop its own assumptions.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy requires judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various cost, market, or income valuation methodologies applied to unobservable management estimates and assumptions. Management’s assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist us in determining fair value, as appropriate.

Derivative Liabilities. The Company analyzes all financial instruments with features of both liabilities and equity under FASB ASC Topic No. 480, (“ASC 480”), “Distinguishing Liabilities from Equity” and FASB ASC Topic No. 815, (“ASC 815”) “Derivatives and Hedging”. Derivative liabilities are adjusted to reflect fair value at each reporting period, with any increase or decrease in the fair value recorded in the results of operations (other income/expense) as change in fair value of derivative liabilities. The Company uses a binomial pricing model to determine fair value of these instruments.

Beneficial Conversion Features. For instruments that are not considered liabilities under ASC 480 or ASC 815, the Company applies ASC 470-20 to convertible securities with beneficial conversion features that must be settled in stock. ASC 470-20 requires that the beneficial conversion feature be valued at the commitment date as the difference between the effective conversion price and the fair market value of the common stock (whereby the conversion price is lower than the fair market value) into which the security is convertible, multiplied by the number of shares into which the security is convertible limited to the amount of the loan. This amount is recorded as a debt discount and amortized to interest expense in the Consolidated Statements of Operations.

Debt Discount. For certain notes issued, the Company may provide the debt holder with an original issue discount. The original issue discount is recorded as a debt discount, reducing the face amount of the note, and is amortized to interest expense over the life of the debt, in the Consolidated Statements of Operations.

Research and Development. The Company accounts for research and development costs in accordance with ASC subtopic 730-10, Research and Development (“ASC 730-10”).

2628

Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

Stock-based Compensation. The Company accounts for our stock-based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value-based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.

The Company uses the fair value method for equity instruments granted to non-employees and use the Black-Scholes model for measuring the fair value of options.

The fair value of stock-based compensation is determined as of the date of the grant or the date at which the performance of the services is completed (measurement date) and is recognized over the vesting periods.

When determining fair value, the Company considers the following assumptions in the Black-Scholes model:

	●	Exercise price,

	●	Expected dividends,

	●	Expected volatility,

	●	Risk-free interest rate; and

	●	Expected life of option

Recent Accounting Standards. Changes to accounting principles are established by the FASB in the form of Accounting Standards Updates (“ASU’s”) to the FASB’s Codification. We consider the applicability and impact of all ASU’s on our financial position, results of operations, stockholders’ deficit, cash flows, or presentation thereof. Management has evaluated all recent accounting pronouncements as issued by the FASB in the form of Accounting Standards Updates (“ASU”) through the date these financial statements were available to be issued and found the following recent accounting pronouncements issued, but not yet effective accounting pronouncements, are not expected to have a material impact on the financial statements of the Company.

In August 2020, FASB issued ASU 2020-06, Accounting for Convertible Instruments and Contracts in an Entity; Own Equity (“ASU 2020-06”), as part of its overall simplification initiative to reduce costs and complexity of applying accounting standards while maintaining or improving the usefulness of the information provided to users of financial statements. Among other changes, the new guidance removes from GAAP separation models for convertible debt that require the convertible debt to be separated into a debt and equity component, unless the conversion feature is required to be bifurcated and accounted for as a derivative or the debt is issued at a substantial premium. As a result, after adopting the guidance, entities will no longer separately present such embedded conversion features in equity and will instead account for the convertible debt wholly as debt. The new guidance also requires use of the “if-converted” method when calculating the dilutive impact of convertible debt on earnings per share, which is consistent with the Company’s current accounting treatment under the current guidance. The guidance is effective for financial statements issued for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted, but only at the beginning of the fiscal year.

We do not expect the adoption of this pronouncement will have a material effect on our financial statements.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4. CONTROLS AND PROCEDURES

As a public company, we will be subject to the reporting requirements of the Exchange Act, and the Sarbanes-Oxley Act. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting and financial compliance costs, make some activities more difficult, time consuming and costly, and place significant strain on our personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control over financial reporting.

We do not yet have effective disclosure controls and procedures, or internal controls over all aspects of our financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms. Our management has deemed certain conditions to be material weaknesses and significant deficiencies in our internal controls. For example, we failed to employ a sufficient number of staff to maintain optimal segregation of duties and to provide optimal levels of oversight and we rely upon a third-party accounting firm to assist us with generally accepted in the United States of America (“GAAP”) compliance. Our management is responsible for establishing and maintaining adequate internal control over our financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. We will be required to expend time and resources to further improve our internal controls over financial reporting, including by expanding our staff. However, we cannot assure you that our internal control over financial reporting, as modified, will enable us to identify or avoid material weaknesses in the future.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business, including increased complexity resulting from our international expansion. Further, weaknesses in our disclosure controls or our internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our operating results or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting could also adversely affect the results of management reports and independent registered public accounting firm audits of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures, and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the market price of our common stock.

We are not currently required to comply with the SEC rules that implement Section 404 of the Sarbanes-Oxley Act, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K. Our independent registered public accounting firm is not required to audit the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed or operating.

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PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

WeFrom ~~may from~~ time to time, ~~become~~we amay ~~party~~be toinvolved in various ~~legal~~disputes orand ~~administrative~~litigation ~~proceedings~~matters ~~arising~~that arise in the ordinary course of ~~our~~ business.

The Company received acorrespondence ~~letter~~in ~~dated August 28~~February, 2023, from an attorney ~~hired~~representing ~~on behalf of~~ a former ~~employee~~customer of the Company. ~~This~~The ~~former~~correspondence ~~employee offered her resignation, which was accepted on July 12, 2023. This letter~~ contains allegations that the ~~former~~customer ~~employee~~provided certain ~~was~~leads ~~sexually~~to ~~harassed and terminated wrongfully by~~ the Company~~. The~~ ~~Company is of the opinion~~ that ~~allegations~~were innot ~~this~~processed ~~letter~~by ~~lack~~the ~~merit.~~Company ~~The~~according ~~former~~to ~~employee~~the ~~recently~~agreement ~~filed~~between ~~a charge with~~ the ~~Equal~~Company ~~Employment Opportunity Commission~~ and the ~~Fair~~customer. ~~Employment Practices Agencies (EEOC/FEPA) alleging discrimination based on sex and retaliation~~Further, ~~among~~ ~~other~~the ~~specific~~customer ~~allegations~~alleges ~~including~~that ~~disparate~~it ~~impact/intent~~paid ~~and/or~~for ~~treatment~~the ~~and~~processing ~~discrimination/harassment/retaliation~~of ~~based~~those onleads ~~being a~~and ~~female.~~that ~~She~~it ~~also claims she~~ was ~~subjected~~entitled to a ~~sexually~~refund ~~hostile~~of ~~environment.~~a ~~The~~portion ~~Company~~of ~~has reported this matter to~~ its ~~insurance carrier and outside counsel has been engaged~~payment. The Company’s ~~counsel~~has ~~filed~~requested adetails ~~position statement with the EEOC in response to the filed charge. On December 9, 2024, the EEOC issued a Determination and Notice~~ of ~~Rights in~~ which ~~the~~leads ~~EEOC~~were ~~dismissed~~not ~~all~~processed, ~~charges~~however ~~and stated~~ the ~~former employee~~customer has 90not ~~days~~provided ~~from~~those ~~the receipt of the Notice to file a lawsuit in state or federal court~~details. The Company denies liability and intends to continue to vigorously defend any action ~~that might subsequently be brought~~, although the probability of a favorable or unfavorable ~~outcome~~ outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, including whether or not they ~~could~~ could result in damages and/or awards of attorneys’ fees or expenses. While the outcome is uncertain, the Company has accrued $15,950 and accounted for it as Unearned Revenue until the matter is resolved.

~~ProofPositive~~The ~~LLC~~Company ~~(“ProofPositive”)~~received a letter dated August 28, ~~commenced~~2023, from an ~~arbitration~~attorney ~~(“Arbitration”)~~hired ~~before~~on ~~the~~behalf ~~American~~of ~~Arbitration~~a ~~Association~~former ~~(“AAA”)~~employee ~~against~~of the Company. This former employee offered her resignation, which was accepted ~~Brian~~on ~~Podolak~~July ~~and~~12, ~~his~~2023. ~~wife~~This ~~(under~~letter acontains ~~pseudonym)~~allegations ~~(“Respondents”)~~that onthe orformer ~~about~~employee ~~May~~was ~~31,~~sexually ~~2024~~harassed and terminated wrongfully by the Company. The InCompany is of the ~~Arbitration~~opinion that allegations in this letter lack merit. The Company has reported this matter to its insurance carrier and outside counsel has been engaged. The Company denies liability and intends to continue to vigorously defend any action, ~~ProofPositive~~although the ~~asserted~~probability of a ~~number~~favorable or unfavorable outcome is difficult to estimate as of ~~claims~~this date. The result or impact of such allegations are uncertain, including ~~claims~~whether ~~under~~or ~~the~~not ~~Arizona~~they ~~Securities~~could ~~Act,~~result ~~arising~~in ~~from~~damages ~~Respondents~~and/or awards of attorneys’ ~~alleged~~fees ~~failure~~or toexpenses. ~~pay~~In December 2023 ~~sums~~the ~~purportedly~~former ~~due~~employee’s ~~under~~attorney requested that the parties attend mediation, however a ~~loan~~date ~~agreement~~for ~~and~~said ~~promissory~~mediation ~~note~~has not been determined. In December 2024, anthe ~~addendum~~EEOC ~~and~~dismissed ~~consulting~~the ~~agreement~~case.

~~The~~On ~~Respondents~~December 20, 2023, an individual filed ~~their~~a ~~answer~~putative class toaction lawsuit against a customer of the ~~demand for~~Company ~~Arbitration~~that onwas ~~July~~using 1,the ~~2024~~Company’s DISA’s. Shortly thereafter, inthe ~~which~~individual filed ~~they~~a ~~denied~~first amended complaint (FAC) adding the ~~material~~Company ~~allegations~~as ~~contained~~a inparty. ~~the~~The ~~demand~~FAC ~~for~~states ~~Arbitration~~that ~~and~~Plaintiff’s ~~asserted~~phone ~~affirmative~~number has been on the ~~defenses~~National Do-Not-Call Registry since 2009. ~~Also~~Despite this, Plaintiff alleges he received two prerecorded calls from the Company on ~~July~~behalf of 1its Customer on October 10 and November 28, ~~2024~~2023. Based on these alleged violations, Plaintiff asserts that the Company violated the Telephone Consumer Protection Act’s (TCPA) prerecorded call provision and Mrthe South Carolina Telephone Privacy Protection Act. ~~Podolak~~In response ~~moved~~to the FAC, both the Company and its Customer filed a motion to dismiss ~~the~~and ~~Arbitration~~motion onto strike the ~~grounds~~class ~~that~~allegations. ~~ProofPositive~~The ~~failed~~motions toare ~~satisfy~~fully ~~certain~~briefed, ~~conditions~~but ~~precedent~~the Court has yet to ~~its~~issue ~~right~~a ruling. The parties each exchanged discovery responses. The parties agreed to ~~demand~~attend mediation ~~arbitration~~on October 15, 2024. The Company denies liability and onintends ~~the~~to ~~ground~~continue ~~that~~to vigorously defend any action, although the ~~AAA~~probability of ~~has~~a nofavorable ~~jurisdiction~~or ~~over~~unfavorable ~~the~~outcome is difficult to estimate as of this date. The result or impact of such allegations are uncertain, ~~dispute~~including atwhether ~~issue~~or not they could result in ~~the~~damages ~~Arbitration~~and/or awards of attorneys’ fees or expenses.

In March, 2025, Berkowitz Pollack & Brant Advisors filed a lawsuit against the Company for unpaid professional fees in the amount of $48,057.

In April 2025, the Company settled a lawsuit previously filed against the Company by Carstens Allen and Gourley. The Company agreed to pay Carstens the total sum of $160,000 in 13 payments. Upon signing the settlement, Carstens filed with the courts to dismiss the lawsuit.

Item 1A. Risk Factors.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information under this item.

You should carefully consider the risk factors discussed in our Annual Report on Form 10-K under the heading “Part I, Item 1A. Risk Factors,” which risks could materially affect our business, financial condition or future results. Such risks are not the only risks facing the Company. Additional risks and uncertainties not currently known to us, or that we currently deem to be immaterial, also may have a material adverse effect on our business, financial condition and future results or enhance the adverse impact of the risks known to us.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

None

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

Subsequent Events

[*]

2932

Item 6. Exhibits.

Furnish the exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

Exhibit Number		Description
31.1*		Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2*		Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1*		Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2*		Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS		Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because XBRL tags are embedded within the Inline XBRL document.
101.SCH		Inline XBRL Taxonomy Extension Schema Document
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase Document
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

Filed herewith.

3033

SIGNATURES

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

	VOCODIA HOLDINGS CORP
Date: January 13, 2025	By:	/s/ Brian Podolak
Date: July 8, 2025	By:	/s/ Brian Podolak
		Brian Podolak
		Chief Executive Officer
		(Principal Executive Officer, Principal Financial and Accounting Officer)

3134

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